Common use of Introductory Clause in Contracts

Introductory. LYB International Finance III, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”

Introductory. LYB International Finance IIIOM Group, LLCInc., a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule SCHEDULE A hereto (the “Underwriters”"PURCHASERS") U.S. $400,000,000 principal amount of its 9 1/4% Senior Subordinated Notes due 2011 ("OFFERED SECURITIES") to be issued under an indenture, dated as of December 12, 2001 (the "INDENTURE"), acting severally between the Company and not jointlythe Bank of New York, as Trustee. The Offered Securities will be guaranteed (the "SUBSIDIARY GUARANTEES") by each of the entities listed on SCHEDULE B hereto (each a "GUARANTOR" and collectively, the respective amounts "GUARANTORS"). The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." The Purchasers have advised the Company that the Purchasers will make offers (the "EXEMPT RESALES") of the Offered Securities purchased hereunder on the terms set forth in the Offering Circular, as amended or supplemented, solely to (a) persons whom the Purchasers reasonably believe to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act, and (b) persons permitted to purchase the Offered Securities in offshore transactions in reliance upon Regulation S under the Securities Act ("REGULATION S") (such Schedule A of $500,000,000 aggregate principal amount persons specified in clauses (a) and (b) being referred to herein as the "ELIGIBLE PURCHASERS"). Holders (including subsequent transferees) of the Issuer’s 6.150% Guaranteed Notes due 2035 Offered Securities will have the registration rights set forth in the registration rights agreement (the “Notes”"REGISTRATION RIGHTS AGREEMENT"), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) ), in substantially the form of EXHIBIT I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Base Indenture,” and as supplemented by "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the supplemental indenture dated May 17, 2023, among Securities Act (the Issuer, "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Company's 9 1/4% Senior Subordinated Notes in a like aggregate principal amount as the Company issued under the Indenture, Computershare Trust Companyidentical in all material respects to the Offered Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"), N.A., to be offered in exchange for the Offered Securities (such offer to exchange being referred to as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Associationthe "EXCHANGE OFFER") and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) Subsidiary Guarantees thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Officer’s Certificate Securities Act (the “Officer’s Certificate”"SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be dated declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the "SECURITIES." The Company and each of the Closing Date (Guarantors hereby agree with the several Purchasers as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”follows:

Introductory. LYB International Finance III▇▇▇▇▇▇ Entertainment, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) U.S. $500,000,000 aggregate 210,000,000 principal amount of the Issuer’s 6.150its 9.75% Guaranteed Senior Notes due 2035 2014 (the “Notes”), to . The obligations of the Company under the Indenture (as defined below) and the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Offered Securities”). BofA Securities, Inc. on a joint and W▇▇▇▇ Fargo Securitiesseveral basis, LLC have agreed to act as the representatives by each of the several Underwriters Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Representatives”) in connection Guarantors” and, together with the offering and sale of Company, the Securities“Issuers”). The Offered Securities will be issued pursuant to the base indenture under an indenture, dated as of October 10June 16, 2019, as supplemented through the Closing Date (as defined below) 2006 (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023”), among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to WIssuers and ▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (iivi) the Officer’s Certificate (payment by the “Officer’s Certificate”) to be dated as Company of related fees and expenses. The Offered Securities, the Closing Date Exchange Notes (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Registration Rights Agreement”), the Indenture Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and the Notes this Agreement are hereinafter herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.”” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. LYB International Finance III, LLCHeds▇▇▇▇ ▇▇▇poration, a Delaware limited liability company corporation (the “Issuer”) "Heds▇▇▇▇"), and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Heds▇▇▇▇ ▇▇▇dings, Inc., a public company Delaware corporation ("Holdings" and, together with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”Heds▇▇▇▇, ▇▇e "Issuers"), proposes propose, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth "Purchasers") $110,000,000 in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150Heds▇▇▇▇'▇ ▇▇% Guaranteed Senior Subordinated Notes due 2035 Due 2007 (the “"Senior Subordinated Notes”") and 44,612 Units (the "Units"), each Unit consisting of one of Holdings' 12% Senior Discount Notes Due 2009 (a "Discount Note") with a principal amount at maturity of $1,000 and 60.654 shares (collectively, the "Shares") of common stock, par value $.01 per share, of Holdings ("Holdings Voting Common Stock"). The Senior Subordinated Notes and the Discount Notes are collectively referred to herein as the "Offered Notes," and the Offered Notes, the Units and the Shares are collectively referred to herein as the "Offered Securities." The Senior Subordinated Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” "Holdings Guaranty") by Holdings and on a senior subordinated basis (the "Subsidiary Guaranties" and, together with the NotesHoldings Guaranty, the “Securities”). BofA Securities, Inc. and W"Guaranties") by each domestic subsidiary of Heds▇▇▇▇ Fargo Securities(▇▇e "Subsidiary Guarantors," and, LLC have agreed to act as together with Holdings, the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities"Guarantors"). The Securities will Senior Subordinated Notes are to be issued pursuant to the base under an indenture dated as of October 10June 1, 2019, as supplemented through the Closing Date (as defined below) 1997 (the “Base "Senior Subordinated Notes Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023"), among the IssuerHeds▇▇▇▇, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇e Guarantors and IBJ Schr▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon ▇▇▇k & Trust Company, N.A., as trustee (the “"Senior Subordinated Notes Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) "). The Discount Notes are to be issued under an indenture dated as of June 1, 1997 (the Closing Date (as defined below) establishing "Discount Notes Indenture" and, together with the terms of the SecuritiesSenior Subordinated Notes Indenture, the “Indenture”"Indentures"), between Holdings and United States Trust Company of New York, as trustee (the "Discount Notes Trustee" and, together with the Senior Subordinated Notes Trustee, the "Trustees"). The Notes will be issued only in book-entry form in the name United States Securities Act of Cede & Co.1933, as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”)amended, the Indenture and the Notes are hereinafter is herein referred to as the “Transaction "Securities Act." Holders of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Notes Registration Rights Agreement") dated the date hereof, among the Issuers and the Purchasers. Holders of Shares will be entitled to the benefits of a Common Stock Registration Rights Agreement (the "Common Stock Registration Rights Agreement" and, together with the Notes Registration Rights Agreement, the "Registration Rights Agreements") dated the date hereof among Holdings and the Initial Purchasers. This Agreement, the Indentures and the Registration Rights Agreements are referred to herein collectively as the "Operative Documents.”" The Offered Securities are being issued and sold in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 10, 1997, among Heds▇▇▇▇, ▇▇ ▇▇▇uisition Corp., a wholly owned subsidiary of Heds▇▇▇▇ ("▇cquisition Co.") and ERO, Inc. ("ERO"), pursuant to which Heds▇▇▇▇ ▇▇▇ agreed, subject to certain conditions, to acquire ERO (the "Acquisition").

Introductory. LYB International Finance IIIBanc One ABS Corporation, LLC, a Delaware limited liability company an Ohio corporation (the “Issuer”"Depositor") and wholly a wholly-owned indirect subsidiary of LyondellBasell Industries N.V.BANC ONE CORPORATION, a public company with limited liability (naamloze vennootschap) in the country of The Netherlands proposes to cause Banc One HELOC Trust 1998-1 (the “Company”), proposes "Trust") to issue and sell $850,000,000 principal amount of its HELOC Asset-Backed Certificates, Series 1998-1 (the "Certificates") to the several underwriters named in Schedule A I attached hereto (the “"Underwriters”"), for whom you (the "Representative") are acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount as representative. The assets of the Issuer’s 6.150% Guaranteed Notes due 2035 Trust include, among other things, a pool of adjustable rate home equity revolving credit line loans made or to be made in the future (the “Notes”"Mortgage Loans"), under certain home equity revolving credit line loan agreements (the "Credit Line Agreements") and secured by either first or second deeds of trust or mortgages on primarily one- to four-family residential properties (the "Mortgaged Properties"); the collections in respect of the Mortgage Loans received after August 31, 1998 (the "Cut-off Date"); property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure; an irrevocable and unconditional certificate guaranty insurance policy (the "Policy") to be fully and unconditionally guaranteed on a senior unsecured basis issued by the Company MBIA Insurance Corporation (the “Guarantees” and, together with the Notes, the “Securities”"Insurer"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives ; an assignment of the several Underwriters Depositor's rights under the Mortgage Loan Purchase Agreement (as defined herein); rights under certain hazard insurance policies covering the “Representatives”) in connection with the offering Mortgaged Properties; and sale of the Securitiescertain other property. The Securities Trust will be issued formed, and the Certificates will be issued, pursuant to the base indenture a Pooling and Servicing Agreement to be dated as of October 10August 31, 2019, as supplemented through the Closing Date (as defined below) 1998 (the “Base Indenture,” "Pooling and as supplemented by (iServicing Agreement") the supplemental indenture dated May 17, 2023, among the IssuerDepositor, the Company, Computershare Trust CompanyBank One, N.A., a national banking association, as base trustee servicer (as successor to W▇▇▇▇ Fargo Bank, National Associationthe "Servicer") and The Bank of New York Mellon Trust Company, N.A.York, as trustee (the “"Trustee”"). The Mortgage Loans and 2 certain other assets of the Trust Fund will be sold by each of Bank One, N.A., Bank One, Arizona, N.A., Bank One, Wisconsin, Bank One, Indiana, N.A., Bank One, Illinois, N.A., Bank One, Kentucky, N.A., Bank One, Colorado, N.A., Bank One, Utah, N.A. and Bank One, West Virginia, N.A. (each, a "Seller" and together the "Sellers") (to the “Supplemental Indenture”) and (ii) Depositor pursuant to the Officer’s Certificate (the “Officer’s Certificate”) Mortgage Loan Purchase Agreement to be dated as of August 31, 1998 (the Closing Date (as defined below"Mortgage Loan Purchase Agreement") establishing among the terms of Depositor and the SecuritiesSellers and, by the Depositor to the Trust pursuant to the Pooling and Servicing Agreement. This Agreement, the “Indenture”). The Notes will be issued only in book-entry form in Pooling and Servicing Agreement, the name of Cede & Co.Mortgage Loan Purchase Agreement, as nominee of The Depository Trust Company (the “DTC”). This letter agreement (the “"Letter Agreement”), ") attached as Exhibit A hereto and each agreement to which the Indenture Depositor and the Notes Insurer are hereinafter parties (the "Insurance Agreements") are collectively referred to herein as the “Transaction "Basic Documents.”" Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Pooling and Servicing Agreement.

Introductory. LYB International Finance IIICapital One Auto Receivables, LLC, a Delaware limited liability company (the “IssuerSeller”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Capital One Auto Finance, Inc., a public company with limited liability Texas corporation, (naamloze vennootschap) in the country of The Netherlands (the “CompanyCOAF”), proposes to issue confirm their agreement with the Representatives and sell to the several other underwriters named in Schedule A hereto the applicable Terms Agreement (collectively, the “Underwriters”), acting severally and not jointly, ) as follows: The Seller proposes to sell to the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount Underwriters the notes of the Issuer’s 6.150% Guaranteed Notes due 2035 classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”), . The Notes are to be fully and unconditionally guaranteed on issued by Capital One Auto Finance Trust 2006-C, a senior unsecured basis by the Company Delaware statutory trust (the “Guarantees” and, together with Issuer”) under the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters Indenture (the “RepresentativesIndenture”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture ), dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (Date, between the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Issuer and The Bank of New York Mellon Trust Company, N.A.York, as indenture trustee (the “Indenture Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in collateralized by the name Trust Estate (as defined below). The assets of Cede & Co., as nominee of The Depository Trust Company the Issuer (the “DTCTrust Estate”). This agreement ) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Transaction DocumentsProspectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. LYB International Finance IIITrue Temper Sports, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”) U.S. $125,000,000 principal amount of its 8-3/8% Senior Subordinated Notes due 2011 (the “Offered Securities”) to be issued under an indenture, dated as of March 15, 2004 (the “Indenture”), acting severally and not jointlyamong the Company, the respective amounts set forth in such Schedule A Guarantors (as defined below) and The Bank of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 New York, as trustee (the “NotesTrustee”), to . The Offered Securities will be fully and unconditionally guaranteed on a senior unsecured basis by as to the Company payment of principal, premium, if any, and interest (the “Guarantees”) by the subsidiaries of the Company named in Schedule B hereto (each a “Guarantor” and, together with the Notescollectively, the “SecuritiesGuarantors”). BofA SecuritiesThe United States Securities Act of 1933, Inc. and W▇▇▇▇ Fargo Securitiesas amended, LLC have agreed is herein referred to act as the representatives “Securities Act.” The holders of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Offered Securities will be issued pursuant entitled to the base indenture benefits of a Registration Rights Agreement to be dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) among the Company, the Guarantors and the Purchasers (the “Base Registration Rights Agreement”) for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to the Offered Securities in a like aggregate principal amount as the Offered Securities originally issued under the Indenture, identical in all material respects to the Offered Securities and the Guarantees and registered under the Securities Act (the “Exchange Notes” and the “Exchange Guarantees,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuertogether, the Company, Computershare Trust Company, N.A., “Exchange Securities”) to be offered in exchange for the Offered Securities (such offer to exchange being referred to as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental IndentureExchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 under the Officer’s Certificate Securities Act (the “Officer’s Certificate”) to be dated as of Shelf Registration Statement” and, together with the Closing Date (as defined below) establishing the terms of the SecuritiesExchange Offer Registration Statement, the “IndentureRegistration Statements”)) relating to the resale by certain holders of the Offered Securities and to use all commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture Offered Securities and the Notes Exchange Securities are hereinafter referred to collectively as the “Transaction DocumentsSecurities”.”

Introductory. LYB International Finance IIIThis Amended and Restated Purchase Agreement amends and restates in its entirety the Purchase Agreement dated May 22, LLC2002 between Sybron Dental Specialties, Inc. and the several initial purchasers named therein. Sybron Dental Specialties, Inc., a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in on Schedule A hereto (the “Underwriters”"Purchasers") $150,000,000 principal amount of its 8.125% Senior Subordinated Notes Due 2012 ("OFFERED SECURITIES"). The Offered Securities are to be issued under an indenture (the "INDENTURE"), acting severally and not jointlybetween the Company, the respective amounts Subsidiary Guarantors (as defined below) and Wilmington Trust Company, or such other trustee acceptable to the Company and the Initial Purchasers, as Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the "SECURITIES ACT"). The Offered Securities will be guaranteed (the "SUBSIDIARY GUARANTEE") by each of the entities listed on Schedule B hereto (each a "SUBSIDIARY GUARANTOR" and collectively the "SUBSIDIARY GUARANTORS"). The Company and the Subsidiary Guarantors hereby agree with the several Purchasers as follows: Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 registration rights agreement (the “Notes”"REGISTRATION RIGHTS AGREEMENT"), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) ), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Subsidiary Guarantors will agree to file with the Securities and Exchange Commission (the “Base Indenture,” and as supplemented by "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the supplemental indenture dated May 17, 2023, among Securities Act (the Issuer, "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Company's 8.125% Senior Subordinated Notes in a like aggregate principal amount as the Company issued under the Indenture, Computershare Trust Companyidentical in all material respects to the Offered Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"), N.A., to be offered in exchange for the Offered Securities (such offer to exchange being referred to as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Associationthe "EXCHANGE OFFER") and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) Subsidiary Guarantees thereof and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing if required by the terms of the SecuritiesRegistration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the “Indenture”)"REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture Offered Securities and the Notes Exchange Securities are hereinafter referred to collectively as the “Transaction Documents"SECURITIES".”

Introductory. LYB International Prologis Euro Finance III, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 €700,000,000 aggregate principal amount of the Issuer’s 6.1501.875% Guaranteed Notes due 2035 2029 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Debt Securities”). BofA SecuritiesBNP Paribas, Inc. and W▇▇▇▇▇▇▇ Fargo Securities, ▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities plc have agreed to act as the representatives lead managers of the several Underwriters (in such capacity, the “RepresentativesLead Managers”) in connection with the offering and sale of the SecuritiesSecurities (as defined below). The Securities will be issued pursuant to the base indenture an indenture, to be dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023”), among the Issuer, the CompanyPrologis, Computershare Trust CompanyL.P., N.A.a Delaware limited partnership, as base trustee the parent guarantor (as successor to W▇▇▇▇ Fargo Bankthe “Parent Guarantor” and, together with the Issuer, the “Transaction Parties”), and U.S. Bank National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (), as supplemented by the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) first supplemental indenture, to be dated as of the Closing Date (as defined below) establishing the terms of “First Supplemental Indenture” and, together with the SecuritiesBase Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Notes Securities will be issued only in book-entry form and registered in the name of Cede & Co.a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as nominee operator of The Depository Trust Company the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “DTC”). This agreement (Guarantees” and, together with the Debt Securities, the “AgreementSecurities”), to each holder of Debt Securities, (i) the Indenture full and prompt payment of the Notes are hereinafter referred to principal of and any premium, if any, on any Debt Securities when and as the “Transaction Documentssame shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the full and prompt payment of any interest on any Debt Securities when and as the same shall become due and payable.”

Introductory. LYB International Finance III, LLCRegal Cinemas Corporation, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), for whom Credit Suisse is acting severally as representative, subject to the terms and not jointlyconditions stated herein, to issue and sell to the respective amounts set forth in such Schedule A of several Purchasers $500,000,000 aggregate 400,000,000 principal amount of the Issuer’s 6.150its 8.625% Guaranteed Senior Notes due 2035 2019 (the “NotesOffered Securities”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company issued under an indenture dated as of July 15, 2009 (the “Indenture”), among the Company, the guarantors named therein (the “Guarantors” and each a “Guarantor”) and U.S. Bank National Association, as Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Securities Act”). The Offered Securities will be fully and unconditionally, jointly and severally, guaranteed by each of the Guarantors (such guarantees, the “Guarantees”). Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement, to be dated the Closing Date, among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933 (the “Securities Act” and, such registration statement, the “Exchange Offer Registration Statement”) relating to the Company’s 8.625% Senior Notes due 2019, Series B, and the Guarantees endorsed thereon, to be issued under the Indenture and identical in all material respects to the Offered Securities and the Guarantees endorsed thereon but registered under the Securities Act (the “Exchange Securities” and, together with the NotesOffered Securities and the Guarantees, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of offered in exchange for the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture Offered Securities and the Notes are hereinafter Guarantees endorsed thereon (such offer to exchange being referred to as the “Transaction Documents.Exchange Offer”), and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and the Exchange Offer Registration Statement, each a “Registration Statement”). Each of the Company and each of the Guarantors hereby agrees with the several Purchasers as follows:

Introductory. LYB International Finance IIIUnited Rentals (North America), LLCInc., a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate "Purchasers") U.S.$450,000,000 principal amount of the Issuer’s 6.150its 10 3/4% Guaranteed Senior Notes due 2035 Due April 15, 2008 (the “"Notes”"), to . The Notes will be fully and unconditionally guaranteed (each, a "Guaranty") on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the Company ("Holdings"), and each of the “Guarantees” Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors" and, together with the NotesHoldings, the “Securities”"Guarantors"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives The Notes will also be guaranteed by each subsequently organized domestic subsidiary of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued Company that becomes a guarantor pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date Indenture (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”hereinafter defined). The Notes will be issued only under an indenture dated as of April 20, 2001 (the "Indenture"), among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guaranties are together referred to as the "Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". The following transactions (collectively, the "Transactions") will occur concurrently with the consummation of the offering of the Offered Securities (the "Offering"): (i) the Company will obtain $1.5 billion senior secured credit facilities (the "Senior Credit Facilities"), consisting of $750.0 million in book-entry form term loans (all of which will be drawn on the Closing Date (as hereinafter defined)) and $750.0 million in revolving credit facilities (an estimated $652.3 million of which will be drawn on the Closing Date, subject to adjustment as provided in the name of Cede & Co.Offering Document), under a credit agreement and related documentation among the Company, the lenders party thereto and The Chase Manhattan Bank, as nominee of The Depository Trust Company administrative agent (the “DTC”"Credit Agreement"), and (ii) the Company will use the proceeds of the Notes and of its borrowings under the Senior Credit Facilities on the Closing Date to (A) permanently repay the outstanding indebtedness under the Company's existing revolving credit facility, (B) repay the Company's outstanding term loans, (C) repay obligations under a synthetic lease and (D) pay transaction costs relating to the offering of the Notes and the Senior Credit Facilities. This agreement Agreement, the Registration Rights Agreement (the “Agreement”as hereinafter defined), the Indenture and the Notes Guaranties are hereinafter referred to herein as the “"Operative Documents". The Credit Agreement and the other documents related to the Transactions are referred to herein collectively as the "Transaction Documents".” (i) a registration statement (the "Exchange Offer Registration Statement") under the Securities Act registering an issue of senior notes of the Company guaranteed by the Guarantors (the "Exchange Securities"), which shall be identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the "Registered Exchange Offer") and (ii) under certain circumstances specified in the Registration Rights Agreement, a shelf registration statement (the "Shelf Registration Statement") pursuant to Rule 415 under the Securities Act. The Company and the Guarantors jointly and severally agree with the several Purchasers as follows:

Introductory. LYB International Finance IIIUnited Rentals (North America), LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate ) U.S.$200,000,000 principal amount of the Issuer’s 6.150its 10 3/4% Guaranteed Senior Notes due 2035 Due 2008 (the “NotesOffered Securities”), to . The Offered Securities will be fully and unconditionally guaranteed (each, a “Guaranty”) on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “GuaranteesSubsidiary Guarantors” and, together with the NotesHoldings, the “SecuritiesGuarantors”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives The Offered Securities will also be guaranteed by each subsequently organized domestic subsidiary of the several Underwriters Company that becomes a guarantor pursuant to the Indenture (the “Representatives”) in connection with the offering and sale of the Securitiesas hereinafter defined). The Offered Securities will be issued pursuant to as additional securities under the base indenture dated as of October 10April 20, 2019, as supplemented through the Closing Date (as defined below) 2001 (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023”), among the IssuerCompany, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Guarantors and The Bank of New York Mellon Trust Company, N.A.York, as trustee (the “Trustee”). The Offered Securities and the Guaranties are together referred to as the “Offered Securities”. The United States Securities Act of 1933 is herein referred to as the “Securities Act”. This Agreement, the Registration Rights Agreement (as hereinafter defined), the Indenture and the Guaranties are referred to herein as the “Operative Documents”. Holders (including subsequent transferees) of the Offered Securities will be entitled to the benefit of a Registration Rights Agreement dated the Closing Date (the “Supplemental IndentureRegistration Rights Agreement”), among the Company, the Guarantors and the Purchasers, pursuant to which the Company and the Guarantors will be obligated to file with the Securities and Exchange Commission (the “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act registering an issue of senior notes of the Company guaranteed by the Guarantors (the “Exchange Securities”), which shall be identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the “Registered Exchange Offer”) and (ii) under certain circumstances specified in the Officer’s Certificate Registration Rights Agreement, a shelf registration statement (the “Officer’s CertificateShelf Registration Statement”) pursuant to be dated as of Rule 415 under the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”)Securities Act. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to Guarantors jointly and severally agree with the several Purchasers as the “Transaction Documents.”follows:

Introductory. LYB International Finance IIIPinduoduo Inc., LLC, a Delaware limited liability an exempted company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) incorporated in the country of The Netherlands Cayman Islands (the “Company”) agrees with the Underwriters named in Schedule A hereto (“Underwriters”), proposes subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate Underwriters US$[ ] principal amount of the Issuer’s 6.150[ ] % Guaranteed Convertible Senior Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by 2025 of the Company (the “Guarantees” and, together with Firm Securities”) and also proposes to grant to the Notes, Underwriters an option to purchase an aggregate of up to an additional US$[ ] principal amount of its [ ] % Convertible Senior Notes due 2025 (the “Option Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed each to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the under a base indenture dated as of October 10[ ], 2019, as supplemented through the Closing Date (as defined below) 2020 (the “Base Indenture,” ”), between the Company and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Deutsche Bank Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A.Company Americas, as trustee (the “Trustee”) ), as supplemented by the Supplemental Indenture to be dated as of [ ], 2020 (the “Supplemental Indenture”) and (ii) ” and, together with the Officer’s Certificate (the “Officer’s Certificate”) to be dated Base Indenture, as of the Closing Date (as defined below) establishing the terms of the Securitiesfurther amended or supplemented, the “Indenture”). The Notes will be issued only in book-entry form in Firm Securities and the name of Cede & Co., as nominee of Option Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities.” The Depository Trust Company American Depositary Shares (the “DTCADSs”). This ) to be issued upon conversion of the Offered Securities are to be issued pursuant to the deposit agreement dated July 25, 2018 (the “Deposit Agreement”) among the Company, Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”), the Indenture and the Notes owners and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary under the Deposit Agreement and evidencing the ADSs. Each ADS will initially represent the right to receive four Class A ordinary shares of the Company, par value US$0.000005 per share of the Company (“Ordinary Shares”) deposited pursuant to the Deposit Agreement. This Agreement, the Indenture, and the Deposit Agreement, as each may be amended or supplemented from time to time, are hereinafter collectively referred to as the “Transaction Documents.” Concurrently with the issuance and offering of the Offered Securities, the Company is offering in an offering registered under the Act (as defined below) by means of a base prospectus as supplemented by a prospectus supplement an aggregate of [ ] ADSs (the “ADS Offering”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C., and BofA Securities, Inc. are acting as underwriters (collectively the “ADS Offering Underwriters”) in the ADS Offering. The Company in the ADS Offering has granted the ADS Offering Underwriters an option to purchase up to an aggregate of [ ] additional ADSs. The Company in the ADS Offering and the ADS Offering Underwriters will be entering into an underwriting agreement with respect to the ADS Offering. The Company hereby agrees with the Underwriters as follows:

Introductory. LYB International Finance III, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC ("BAS" or the several underwriters named "Underwriter") $1,842,163,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”), acting severally and not jointly, "Offered Certificates") having the respective amounts aggregate initial Class Certificate Balances or Notional Amounts set forth in such Schedule A of $500,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), precise initial Class Certificate Balance or Notional Amount within such range to be fully and unconditionally guaranteed on a senior unsecured basis determined by the Company (the “Guarantees” andin its sole discretion). The Offered Certificates, together with the NotesClass B-4, Class B-5, Class B-6, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 180 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated September 29, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the “Securities”Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed The Certificates are to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture a pooling and servicing agreement, dated as of October 10September 29, 2019, as supplemented through the Closing Date (as defined below) 2006 (the “Base Indenture,” "Pooling and as supplemented by (i) the supplemental indenture dated May 17, 2023Servicing Agreement"), among the Issuer, the Company, Computershare Trust Companyas depositor, N.A.U.S. Bank National Association, as base trustee (as successor to Wthe "Trustee"), and ▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee master servicer (the “Trustee”"Master Servicer") and as securities administrator (the “Supplemental Indenture”) "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and (ii) Servicing Agreement, this Agreement, the Officer’s Certificate (Mortgage Loan Purchase Agreement and the “Officer’s Certificate”) purchase agreement, to be dated as of the Closing Date (as defined below) establishing the terms of the SecuritiesSeptember 29, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co.2006, by and between BAS, as nominee of The Depository Trust purchaser, and the Company (the “DTC”). This agreement (the “"Purchase Agreement”), the Indenture and the Notes ") are hereinafter collectively referred to herein as the “Transaction "Basic Documents.”" Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Introductory. LYB International Finance IIIBuffets, LLCInc., a Delaware limited liability company Minnesota corporation (the “Issuer”) proposes, subject to the terms and wholly owned indirect subsidiary of LyondellBasell Industries N.V.conditions stated herein, a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to the several underwriters purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) U.S. $500,000,000 aggregate 300,000,000 principal amount of the Issuer’s 6.150its 12 1/2% Guaranteed Senior Notes due 2035 2014 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Offered Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Offered Securities will be issued pursuant under an indenture to the base indenture be dated as of October 10November 1, 2019, as supplemented through 2006 (the “Closing Date (as defined belowDate”) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023”), among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee Subsidiary Guarantors (as successor to W▇▇▇▇ Fargo Bankhereinafter defined), Buffets Holdings, Inc. (“Holdings”) and U.S. Bank National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” As part of the transactions described in the Preliminary Offering Circular and Final Offering Circular (as hereinafter defined) (the “Transactions”), pursuant to the Agreement and Plan of Merger dated as of July 24, 2006, among the Issuer and Ryan’s Restaurant Group, Inc., a South Carolina corporation (“Ryan’s”), and Buffets Southeast, Inc. (the “Merger Subsidiary”) (the “Merger Agreement”), Ryan’s will merge (the “Merger”) with and into the Merger Subsidiary, with Ryan’s remaining as the surviving entity and a wholly-owned subsidiary of the Issuer. The Offered Securities will be unconditionally guaranteed (the “Guarantees”) on a senior basis by Holdings and the Issuer’s subsidiaries listed as such on Schedule B hereto (the “Subsidiary Guarantors”). Immediately after consummation of the Merger, the Offered Securities will be guaranteed on a senior basis by each of the Ryan’s subsidiaries listed on Schedule B-1 hereto (the “Ryan’s Guarantors” and, together with the Subsidiary Guarantors and Holdings, the “Guarantors”). On the Closing Date upon consummation of the Merger, (i) the Ryan’s Guarantors will each execute counterparts to this Agreement (the “Purchase Agreement Counterparts”), and (ii) the Issuer, the Ryan’s Guarantors and the Trustee will enter into a supplemental indenture relating to the Indenture (the “Supplemental Indenture”). In connection with the Transactions, the Issuer will enter into a Credit Facility Agreement among the Issuer, Holdings, the subsidiaries of the Issuer identified therein as guarantors, the lenders from time to time party thereto and Credit Suisse as administrative agent, that will provide for a new credit facility in an aggregate principal amount of U.S. $640,000,000 (the “New Credit Facility”). Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) to be dated the Closing Date, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuer will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to the Offered Securities in a like aggregate principal amount as the Issuer issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the “Exchange Securities”), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and (ii) if necessary under the Officer’s Certificate Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Officer’s Certificate”) to be dated as of Shelf Registration Statement” and, together with the Closing Date (as defined below) establishing the terms of the SecuritiesExchange Offer Registration Statement, the “IndentureRegistration Statements”)) relating to the resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Notes will be issued only in book-entry form in Offered Securities and the name of Cede & Co., Exchange Securities are referred to collectively as nominee of The Depository Trust Company (the “DTC”). Securities.” This agreement (Agreement, the “Purchase Agreement Counterparts, the Registration Rights Agreement”), the Indenture and the Notes Supplemental Indenture are hereinafter referred to herein collectively as the “Transaction Operative Documents.”” The Issuer hereby agrees with the several Purchasers as follows:

Introductory. LYB International Finance IIIOn the date hereof, LLCWaha AC Coöperatief U.A., a Delaware cooperative with excluded liability under the laws of the Netherlands (“Counterparty”), will enter into, with each of Nomura International plc (“Nomura”), Citibank N.A., London Branch (“CBNA”) and Deutsche Bank AG, London Branch (“DBAG”), a funded collar transaction (each, a “Funded Collar Transaction” and, together, the “Funded Collar Transactions”) covering 14,923,306 ordinary shares (the “Ordinary Shares”), par value € 0.01 per share, of AerCap Holdings N.V., a public limited liability company organized under the laws of the Netherlands (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V.). In connection with hedging its exposure under the Funded Collar Transaction, a public company with limited liability on or prior to the Closing Date (naamloze vennootschap) in the country of The Netherlands (the “Company”as defined below), proposes to issue the Dealers (as defined below) will borrow and sell to the several underwriters named in Schedule A I hereto (the “Block Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 10,180,679 Ordinary Shares (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Offered Securities”). BofA SecuritiesAs used herein, Inc. “Dealers” refers to and W▇▇▇▇ Fargo Securitiesincludes, LLC have agreed each of Nomura, CBNA and DBAG, together with any of their respective affiliates who (i) borrow and/or sell Offered Securities to act as the representatives of the several Block Underwriters on behalf of In addition, on or prior to the Closing Date, the Dealers will borrow an additional 4,742,627 Ordinary Shares (the “RepresentativesAdditional Securities”), which Citigroup Global Markets Inc. (the “Lead Block Underwriter”) will sell as provided herein, on behalf of such Dealers, in each case, under the Registration Statement (as defined below), in connection with the offering and sale of the SecuritiesFunded Collar Transaction. The Offered Securities and the Additional Securities will be issued pursuant sourced from the Ordinary Shares pledged as collateral by the Counterparty for the Funded Collar Transaction. The Offered Securities and the Additional Securities will be sourced from the Ordinary Shares pledged as collateral by the Counterparty for the Funded Collar Transaction. The Additional Securities will not be included in the offering of the Offered Securities to be underwritten by the base indenture dated as of October 10Block Underwriters; however, 2019, as supplemented the Dealers will sell the Additional Securities solely through the Closing Date (Lead Block Underwriter as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuerprovided herein. Counterparty, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture Issuer and the Notes are hereinafter referred to Dealers hereby agree with the Block Underwriters and with each other as the “Transaction Documents.”follows:

Introductory. LYB International Finance IIIDiamondback Energy, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes agrees with ▇.▇. ▇▇▇▇▇▇ (the “Purchaser”), subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 Purchaser U.S.$500,000,000 aggregate principal amount of the Issuer’s 6.150its 4.750% Guaranteed Senior Notes due 2035 2024 (the “Notes”), ) to be fully and unconditionally guaranteed on a senior unsecured basis by the Company issued under an indenture to be dated as of October 28, 2016 (the “GuaranteesIndenture”), among the Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo, N.A., as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) as to the payment of principal and interest by each subsidiary listed on Schedule B attached hereto (the “Guarantors”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives The holders of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Offered Securities will be issued pursuant entitled to the base indenture dated as benefits of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) a registration rights agreement to be dated as of the Closing Date (as defined below) establishing among the terms of the SecuritiesCompany, the “Indenture”). The Notes will be issued only in book-entry form in Guarantors and the name of Cede & Co., as nominee of The Depository Trust Company Purchaser (the “DTC”). This agreement (the “Registration Rights Agreement”), pursuant to which the Indenture Company and the Guarantors will agree to file with the United States Securities and Exchange Commission (the “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act relating to another series of debt securities of the Company and the guarantee of the Guarantors under the Indenture, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantee (the “Exchange Guarantee”) to be offered in exchange for the Offered Securities (the “Exchange Offer”), and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act relating to the resale of the Offered Securities. The Exchange Notes and the Exchange Guarantee are hereinafter herein collectively referred to as the “Transaction DocumentsExchange Securities.”” Each of the Company and the Guarantors hereby jointly and severally agrees with the Purchaser as follows:

Introductory. LYB International Finance III, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC ("BAS" or the several underwriters named "Underwriter") approximately $3,500,738,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”), acting severally and not jointly, "Offered Certificates") having the respective amounts Initial Class Certificate Balances set forth in such Schedule A of $500,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), precise Initial Class Certificate Balances within such range to be fully and unconditionally guaranteed on a senior unsecured basis determined by the Company (the “Guarantees” andin its sole discretion). The Offered Certificates, together with the NotesClass 5-B-4, Class 5-B-5, Class 5-B-6, Class X-B-5, Class X-B-6, Class X-B-7 and Class CE Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fully amortizing adjustable interest rate mortgage loans having original terms to maturity of approximately 180 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated April 30, 2007, by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the “Securities”Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed The Certificates are to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture a pooling and servicing agreement, dated as of October 10April 30, 2019, as supplemented through the Closing Date (as defined below) 2007 (the “Base Indenture,” "Pooling and as supplemented by (i) the supplemental indenture dated May 17, 2023Servicing Agreement"), among the Issuer, the Company, Computershare Trust Companyas depositor, N.A.U.S. Bank National Association, as base trustee (as successor to Wthe "Trustee"), and ▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee master servicer (the “Trustee”"Master Servicer") and as securities administrator (the “Supplemental Indenture”) "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and (ii) Servicing Agreement, this Agreement, the Officer’s Certificate (Mortgage Loan Purchase Agreement and the “Officer’s Certificate”) purchase agreement, to be dated as of the Closing Date (as defined below) establishing the terms of the SecuritiesApril 30, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co.2007, by and between BAS, as nominee of The Depository Trust purchaser, and the Company (the “DTC”). This agreement (the “"Purchase Agreement”), the Indenture and the Notes ") are hereinafter collectively referred to herein as the “Transaction "Basic Documents.”" Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Introductory. LYB ▇▇▇▇▇▇ ▇▇▇▇▇▇ International Finance III, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands Virginia corporation (the “Company”), proposes to issue and sell from time to the several underwriters named time certain of its debt securities and warrants to purchase certain of its debt securities in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 an aggregate principal amount expressed in U.S. dollars or in such foreign currencies or currency units as the Company shall designate at the time of the Issuer’s 6.150% Guaranteed Notes due 2035 (offering. Such debt securities, warrants and debt securities subject to such warrants, registered under the “Notes”registration statement referred to in Section 2(a), are hereinafter collectively referred to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the as “Guarantees” and, together with the Notes, the “Registered Securities”). BofA Registered Securities involved in any offering referred to below are hereinafter collectively referred to as “Offered Securities”, Inc. such debt securities that are Offered Securities are hereinafter referred to as “Purchased Debt Securities”, warrants to purchase debt securities that are Offered Securities are hereinafter referred to as “Debt Warrants”, debt securities issuable upon exercise of warrants that are Offered Securities are hereinafter referred to as “Warrant Debt Securities”, Purchased Debt Securities and W▇▇▇▇ Fargo Warrant Debt Securities are hereinafter collectively referred to as “Debt Securities, LLC have agreed ” and Purchased Debt Securities and Debt Warrants are hereinafter collectively referred to act as the representatives of the several Underwriters (the “RepresentativesPurchased Securities”) in connection with the offering and sale of the Securities. The Debt Securities will be issued pursuant to the base indenture under an Indenture, dated as of October 10April 25, 2019, as supplemented through the Closing Date 2008 (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes , between the Company and HSBC Bank USA, National Association, as Trustee and the Debt Warrants will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This under a debt warrant agreement (the “Debt Warrant Agreement”), between the Indenture Company and a bank or trust company, as Debt Warrant Agent, specified in the Notes applicable Terms Agreement (as defined in Section 3(a) hereof), in one or more series or issues, which may vary as to interest rates, maturities, redemption provisions, conversion provisions, exercise prices, expiration dates, selling prices, currency or currency units and other terms, with in each case all such terms for any particular Registered Securities being determined at the time of sale. Particular Purchased Securities will be sold pursuant to a Terms Agreement for resale in accordance with terms of offering determined at the time of sale. The firm or firms which agree to purchase the Purchased Securities are hereinafter referred to as the “Transaction DocumentsUnderwriters” of such Purchased Securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the “Representatives”; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term “Representatives”, as used in this Agreement (other than in Section 2(a), the second sentence of Section 3 and in Section 6(a), where, in each case, the reference to the terms “the Representatives for each of”, “the names of any Representatives” or “through the Representatives”, as the case may be, if the Terms Agreement does not specify any representatives of the Underwriters, shall be ignored), shall mean the Underwriters.”

Introductory. LYB International Finance IIICheniere Energy Partners, LLCL.P., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands partnership (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth Purchasers in such Schedule A of $500,000,000 the aggregate U.S.$1,500,000,000 principal amount of the Issuer’s 6.150its 5.250% Guaranteed Senior Notes due 2035 2025 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities Notes shall be issued under an indenture that will be issued pursuant to the base indenture dated as of October 10September 18, 2019, as supplemented through the Closing Date (as defined below) 2017 (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023”), among the IssuerCompany, the Company, Computershare Trust Company, N.A., as base trustee Guarantors (as successor to W▇▇▇▇ Fargo Bank, National Associationdefined herein) and The Bank of New York Mellon Trust Company, N.A.Mellon, as trustee Trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to ), as supplemented by a first supplemental indenture that will be dated as of September 18, 2017, relating to the Closing Date Notes (as defined below) establishing the terms of “First Supplemental Indenture”, and together with the SecuritiesBase Indenture, the “Indenture”). The payment of principal, premium, if any, and interest on the Notes will be issued only fully and unconditionally guaranteed in book-entry form accordance with the guarantee terms set forth in the name Indenture by (i) Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG-LP, LLC (“SPL Member”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”) and (ii) any subsidiary of Cede & Co.the Company formed or acquired after the Closing Date (as herein defined) that executes an additional guarantee in accordance with the terms of the Indenture, as nominee of The Depository Trust Company and their respective successors and assigns (collectively, the “Guarantors”), pursuant to such guarantees (the “DTCGuarantees”). This agreement (the “Agreement”), the Indenture The Notes and the Notes Guarantees attached thereto are hereinafter herein collectively referred to as the “Transaction DocumentsSecurities”. The obligations of the Company under the Notes will be secured by the Collateral (as herein defined), over which the Company and the current Guarantors have granted a security interest to MUFG Union Bank, N.A., as Collateral Agent (the “Collateral Agent”), in accordance with the First Lien Security Documents (as defined herein). The holders of the Securities will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Purchasers, pursuant to which the Company and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered securities for the Securities or resale of the Securities under the United States Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Securities (the “Exchange Notes” which, along with the Guarantees related thereto, are herein collectively referred to as the “Exchange Securities”).”

Introductory. LYB International Finance IIISubject to the terms and conditions herein contained, LLCeHi Car Services Limited, a Delaware limited liability an exempted company (incorporated under the “Issuer”) and wholly owned indirect subsidiary laws of LyondellBasell Industries N.V., a public company the Cayman Islands with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth opposite their names in such Schedule A hereto of $500,000,000 400,000,000 aggregate principal amount of the IssuerCompany’s 6.1505.875% Guaranteed Senior Notes due 2035 2022 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities (as defined below) will be issued pursuant to the base indenture an indenture, to be dated as of October 10August 14, 20192017 (the “Indenture”), as supplemented through among the Closing Date Company, the Guarantors (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A.Citicorp International Limited, as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as a nominee of The Depository Trust Company a depositary (the “DTCCommon Depositary”) common to Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). This agreement The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior basis, jointly and severally by the following direct and indirect subsidiaries of the Company: Brave Passion Limited, eHi Auto Services (Hong Kong) Holding Limited and L&L Financial Leasing Holding Limited, (collectively, the “Guarantors”) pursuant to their guarantees (the “AgreementGuarantees”), the Indenture . The Notes and the Notes Guarantees are hereinafter herein collectively referred to as the “Transaction DocumentsSecurities.” The date of the completion of the offering of the Notes, as specified in Section 2 below, is referred to herein as the “Closing Date.” On the Closing Date, the Notes will be guaranteed by each of the Guarantors. The foregoing is descriptive only and all related matters will be governed by the operative agreements and not the preceding paragraphs. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that such Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Regulation S under the Securities Act (“Regulation S”)).

Introductory. LYB International C▇▇▇▇▇▇ Petroleum Finance IIICorporation, LLC, a Delaware limited liability company an Alberta corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate ) U.S.$150,000,000 principal amount of the Issuer’s 6.150its 75/8% Guaranteed Senior Notes due 2035 December 1, 2013 (the “Notes”) to be issued under an indenture agreement, dated as of November 22, 2005 (the “Indenture”), to among the Issuer, C▇▇▇▇▇▇ Petroleum Corporation, an Alberta corporation (“Parent”), the subsidiary guarantors listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and The Bank of Nova Scotia Trust Company of New York, as Trustee. The Notes will be fully fully, irrevocably and unconditionally guaranteed on a senior unsecured basis by the Company (the “Parent Guarantee”), as to payment of principal, premium, if any, and interest by Parent, and will be fully, irrevocably and unconditionally guaranteed (the “Subsidiary Guarantees”) as to payment of principal, premium, if any, and interest by the Subsidiary Guarantors. Each of the Subsidiary Guarantees will be fully, irrevocably and unconditionally guaranteed (the “Parent-Subsidiary Guarantees” and, together with the Parent Guarantee and the Subsidiary Guarantees, the “Guarantees,” and, together with the Notes, the “Offered Securities”)) as to payment of principal, premium, if any, and interest on a senior basis by Parent. BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives The holders of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Offered Securities will be issued pursuant entitled to the base indenture dated as benefits of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be a Registration Rights Agreement dated as of the Closing Date (as defined below) establishing among the terms of the SecuritiesIssuer, the “Indenture”). The Notes will be issued only in book-entry form in Guarantors and the name of Cede & Co., as nominee of The Depository Trust Company Purchasers (the “DTC”). This agreement (the “Registration Rights Agreement”), pursuant to which the Indenture Issuer agrees to file a registration statement with the United States Securities and the Notes are hereinafter referred to as Exchange Commission (the “Transaction DocumentsCommission”) registering the resale of the Offered Securities under the United States Securities Act of 1933, as amended (the “Securities Act”).”

Introductory. LYB International Finance III, LLCTerex Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”"Purchasers") U.S. $200,000,000 principal amount of its 9-1/4% Senior Subordinated Notes due 2011 ("Notes") to be issued under an indenture, to be dated as of December 17, 2001 (the "Indenture"), acting severally and not jointlybetween the Company, the respective amounts guarantors named therein and The Bank of New York, as Trustee, which Notes will be unconditionally guaranteed by Koehring Cranes, Inc., Payhauler Corp., Terex Cranes, Inc., Terex-RO Corporation, Terex-Telelect, Inc., The American Crane Corporation , O&K Orenstein & Koppel, Inc., Amida In▇▇▇▇▇▇▇▇, In▇., ▇▇darapids, Inc., Standard Havens, Inc., Standard Havens Prod▇▇▇▇, Inc., BL-Pegson U▇▇, ▇▇c., Benford America, Inc., Coleman Eng▇▇▇▇▇▇▇g, Inc., EarthKi▇▇, ▇▇▇., Finlay Hydrascreen USA, Inc., Powerscreen Holdings USA, Inc., Powerscreen International LLC, Powerscreen North America, Inc., Powerscreen USA, LLC, Royer Industries, Inc., Terex Bart▇▇▇, Inc., Terex Paving, Inc. ▇▇▇ ▇▇▇ Terex Corporation (the "Guarantors," and together with the Company, the "Issuers"). For purposes of this agreement, the term "Offered Securities" means the Notes, together with the guarantees (the "Guarantees") thereof by the Guarantors. The United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will have the registration rights set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 Registration Rights Agreement (the “Notes”"Registration Rights Agreement"), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) hereinafter defined), in substantially the form of Exhibit A hereto. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Base Indenture,” and as supplemented by "Commission") under the circumstances set forth therein, (i) a registration statement under the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee Securities Act (the “Trustee”"Exchange Offer Registration Statement") registering an issue of senior subordinated notes identical in all material respects to the Notes (the “Supplemental Indenture”"Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and (ii) under the Officer’s Certificate circumstances set forth therein, a registration statement pursuant to Rule 415 under the Securities Act (the “Officer’s Certificate”) to be dated as of "Shelf Registration Statement"). This Agreement, the Closing Date (as defined below) establishing Indenture, the terms of the Offered Securities, the “Indenture”). The Exchange Notes will be issued only and the Registration Rights Agreement, are sometimes referred to in book-entry form in the name of Cede & Co.this Agreement, individually, as nominee a "Transaction Document" and, collectively, as the "Transaction Documents," and the execution and delivery of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes issuance and sale of the Offered Securities are hereinafter sometimes referred to herein, individually, as a "Transaction" and collectively, as the “Transaction Documents"Transactions.”" Each of the Issuers, jointly and severally, hereby agrees with the several Purchasers as follows:

Introductory. LYB International Finance III, LLC, a Delaware limited liability company Onyx Acceptance Financial Corporation (the “Issuer”"Company") and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands proposes to cause Onyx Acceptance Grantor Trust 1996-4 (the “Company”), proposes "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and WMerr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters & ▇mit▇ ▇▇▇orporated (the “Representatives”"Underwriter") in connection with ____% Auto Loan Pass-Through Certificates, Series 1996-4 (the offering and sale of the Securities"Certificates"). The Securities Certificates will be issued pursuant to a Pooling and Servicing Agreement between the base indenture Company, as Seller, Onyx Acceptance Corporation as Servicer (the "Servicer" or "Onyx"), Bankers Trust Company as Trustee (the "Trustee"), dated as of October 10December 1, 20191996 (the "Pooling and Servicing Agreement"). Pursuant to an insurance and reimbursement agreement (the "Insurance Agreement") among the Company, Onyx Acceptance Corporation, the Trustee and Capital Markets Assurance Corporation ("the Insurer"), the Insurer has issued its surety bond (the "Surety Bond") to the Trustee for the benefit of the Certificateholders guaranteeing timely payment of interest and principal on the Certificates. In addition, Onyx will enter into a yield supplement agreement dated as supplemented through of December 1, 1996 with the Closing Company (the "Yield Supplement Agreement") which will assign it to the Trust. The assets of the Trust will include, among other things, (i) a pool (the 2 "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light-duty trucks (the "Initial Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as defined below) (hereinafter defined), such Contracts to be sold to the “Base Indenture,” Trust by the Seller and as supplemented serviced by (i) the supplemental indenture dated May 17Servicer, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate Surety Bond, (iii) security interests in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, (iv) amounts on deposit in a trust account established for the benefit of the Certificateholders (the “Officer’s Certificate”"Pre-Funding Account"), (v) all amounts on deposit in the Collection Account, (vi) the right of the Company to cause Onyx to repurchase certain Contracts under certain circumstances and (vii) all proceeds of the foregoing. The Certificates will be dated issued in an aggregate principal amount of $___________ which is equal to the sum of the Original Pool Balance of the Contracts and the amount on deposit in the Pre-Funding Account as of the Closing opening of business on December 1, 1996 (the "Cutoff Date"). From time to time during the Funding Period pursuant to the Purchase Agreement, Only will be obligated to sell, and the Seller will be obligated to purchase, additional Rule of 78's and Simple Interest Method retail motor vehicle retail installment sales contracts (the "Subsequent Contracts" and together with the Initial Contracts the "Contracts") secured by new and used automobiles and light duty trucks (the "Subsequent Financed Vehicles" and together with the Initial Financed Vehicles the "Financed Vehicles"), which Subsequent Contracts will be described in a transfer certificate delivered by the Company on each Subsequent Transfer Date (as defined below) establishing the terms of the Securities, the “Indenture”"Transfer Certificate"). The Notes Subsequent Contracts will be issued only in book-entry form sold from the Seller to the Trust on the same Business Day such Subsequent Contracts are sold by Onyx to the Seller (each such date a "Subsequent Transfer Date"). The maximum aggregate principal amount of Subsequent Contracts to be sold during the Funding Period by Onyx to the Seller and by the Seller to the Trust is $___________. Capitalized terms used herein and not otherwise herein defined shall have the meanings assigned to such terms in the name of Cede & Co.Pooling and Servicing Agreement. The Company hereby agrees with the Underwriter, as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”follows:

Introductory. LYB International Finance III, LLC▇▇▇▇▇▇ Investment Management Corp., a Delaware limited liability company Maryland corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters 6,000,000 shares (“Firm Securities”) of its common stock, par value $0.01 per share (“Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 900,000 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. Concurrently with the offering of the Offered Securities, the Company is offering, in an offering registered under the Act (as defined herein), by means of a prospectus supplement and related prospectus, and proposes to issue and sell to the several underwriters named in Schedule A hereto the underwriting agreement for such offering (the “Convertible Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A an aggregate of $500,000,000 265 million aggregate principal amount of the Issuer’s 6.150its 4.50% Guaranteed Convertible Senior Subordinated Notes due 2035 2019 (the “Firm Notes”), ) to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture provisions of the Subordinated Indenture dated as of October 10January 13, 2019, as supplemented through the Closing Date (as defined below) 2012 (the “Base Indenture,” ”) between the Company and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “), as supplemented by a First Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) Indenture to be dated as of the First Closing Date (as defined belowherein) establishing between the terms of Company and the SecuritiesTrustee (as so supplemented, the “Indenture”). The Company also proposes to issue and sell to the several Convertible Underwriters not more than an additional $25 million aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company due 2019 (the “DTC”). This agreement (the “AgreementAdditional Notes”), if and to the Indenture extent that the representatives of the Convertible Underwriters shall have determined to exercise, on behalf of the Convertible Underwriters, the right to purchase Additional Notes pursuant to the option granted to the Convertible Underwriters. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Transaction DocumentsNotes.”” The Notes will be convertible into cash, shares of Securities or a combination of cash and shares of Securities, at the option of the Company.

Introductory. LYB International Finance III▇▇▇▇▇▇▇▇▇ Enterprises, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands California corporation (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth in such Schedule A of $500,000,000 aggregate several Purchasers U.S.$ 577,000,000 principal amount of the Issuer’s 6.150its 7.250% Guaranteed Senior Secured First Lien Notes due 2035 2020 (the “First Lien Notes”), ) to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” andissued under an indenture, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (the “First Lien Indenture”), among the Company, the Guarantors (as defined below) establishing and Wilmington Trust, National Association, a Delaware banking corporation, as trustee (the terms “First Lien Trustee”) and U.S. $220,000,000 principal amount of its 9.125% Senior Secured Second Lien Notes due 2020 (the Securities“Second Lien Notes” and together with the First Lien Notes, the “Offered Securities”) to be issued under an indenture, to be dated as of the Closing Date (the “Second Lien Indenture” and together with the First Lien Indenture, the “Indentures”), among the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Second Lien Trustee” and together with the First Lien Trustee, the “Trustees”. The Offered Securities will be unconditionally guaranteed on a secured basis as to the payment of principal and interest by Hovnanian Enterprises, Inc., a Delaware corporation (“Hovnanian”) and the subsidiary guarantors listed on Schedule B hereto (together with Hovnanian, the “Guarantors” and such guarantees, the “Guarantees”). The First Lien Notes and the Guarantees thereof will be issued only in booksecured by a first-entry form priority lien on the Collateral (as defined in the name of Cede & Co.General Disclosure Package referred to below). The Second Lien Notes and the Guarantees thereof will be secured by a second-priority lien on the Collateral. As used herein, the term “Security Documents” has the meaning assigned to it in the General Disclosure Package. To the extent there are no additional Purchasers listed on Schedule A hereto other than you, the term Representatives as used herein shall mean you, as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”)Purchasers, the Indenture and the Notes are hereinafter referred to terms Representatives and Purchasers shall mean either the singular or plural as the “Transaction Documents.”context requires. Each of the Company and each Guarantor hereby agrees with the several Purchasers as follows:

Introductory. LYB International Inmarsat Finance III, LLCII plc, a Delaware public limited liability company incorporated under the laws of England and Wales (the “Issuer”) ), and wholly owned an indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands Inmarsat Group Holdings Limited (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters Purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $500,000,000 aggregate 450,000,000 principal amount at maturity of the Issuer’s 6.150its 10 3/8% Guaranteed Senior Discount Notes due 2035 2012 (the “Notes”), ) to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” andissued under an indenture, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17”), 2023, among between the Issuer, the Company, Computershare Trust Company, N.A., as base trustee Guarantor (as successor to W▇▇▇▇ Fargo Bank, National Associationdefined below) and The Bank of New York Mellon Trust Company, N.A.York, as trustee Trustee. The Notes will initially be represented by one or more global securities in bearer form without interest coupons attached (the “TrusteeGlobal Securities”) ), which will be issued by the Issuer and deposited with The Bank of New York, as depositary (the “Supplemental IndentureBook-Entry Depositary”), pursuant to a deposit agreement (the “Deposit Agreement”) of even date with the Indenture between the Issuer, the Book-Entry Depositary and the holders and beneficial owners of certificateless depositary interests (the “CDIs”) in the Notes. References herein to the Notes (other than references to the Notes in Section 2(j)) shall, unless the context otherwise requires, include the Global Notes, the CDIs issued under the Deposit Agreement and the book-entry interests therein. The Notes will be guaranteed (the “Guarantee”) by Inmarsat Holdings Limited (the “Guarantor”). The Notes and the Guarantee are herein collectively referred to as the “Offered Securities.” The gross proceeds from the Offered Securities will be loaned by the Issuer to the Guarantor, which will use the proceeds to: (i) repurchase or otherwise retire an amount of approximately $290 million euro equivalent accreted principal amount of the subordinated preference certificates issued by the Guarantor on December 30, 2003 (“Subordinated Preference Certificates”), and (ii) to pay fees and expenses of the Officer’s Certificate offering of the Offered Securities. The Issuer and the Guarantor understand that the Purchasers propose to make an offering of the Offered Securities on the terms and in the manner set forth herein and agree that the Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Offered Securities to purchasers (“Subsequent Purchasers”) at any time after this Agreement has been executed and delivered. The Offered Securities are to be offered, purchased and resold by the Purchasers without being registered under the United States Securities Act of 1933, as amended (the “Officer’s CertificateSecurities Act”), in reliance upon exemptions therefrom. Pursuant to the terms of the Offered Securities and the Indenture, investors that acquire Offered Securities may only resell or otherwise transfer such Offered Securities if such Offered Securities are hereafter registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) promulgated by the U.S. Securities and Exchange Commission (the “Commission”) or Regulation S under the Securities Act (“Regulation S”) promulgated by the Commission). The Purchasers have indicated that the Offered Securities they sell may be sold by their affiliates, Credit Suisse First Boston LLC and Barclays Capital Inc., as selling agents for the Purchasers (the “Rule 144A Selling Agents”), to be Qualified Institutional Buyers (as such term is defined in Rule 144A) pursuant to Rule 144A. This Agreement, the Indenture (as defined below), the Registration Rights Agreement (as defined below), the Notes, the Guarantee, the Deposit Agreement, the subordinated intercompany note proceeds loan between the Issuer and the Guarantor, dated as of the Closing Date (the “Subordinated Intercompany Note Proceeds Loan”), the pledge of the subordinated intercompany note proceeds loan between the Issuer and the Trustee, dated the Closing Date (the “Note Proceeds Loan Pledge Agreement”), the Assignment Agreement between the Guarantor and the Trustee, dated the Closing Date (the “Assignment Agreement”), the Priority Deed between the Guarantor, the Trustee and holders of Subordinated Preference Certificates, dated the Closing Date (the “Priority Deed”), the promissory note, dated the Closing Date, issued by the Guarantor pursuant to the Subordinated Intercompany Note Proceeds Loan (the “Promissory Note”), the paying agency agreement between the Issuer, the Guarantor, the Bank of New York and The Bank of New York (Luxembourg) S.A., dated the Closing Date (the “Paying Agency Agreement”), and all agreements and instruments entered into or to be entered into or issued by the Company, the Issuer, the Guarantor or any of their subsidiaries in relation thereto or in connection with the consummation of the transactions contemplated herein (including the issuance and sale of the Offered Securities) or in the Offering Document (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter herein collectively referred to as the “Transaction Operative Documents.” The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement to be dated the Closing Date among the Issuer, the Guarantor and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuer and the Guarantor agree to file a registration statement with the Commission registering the resale of the Offered Securities under the Securities Act. The Issuer and the Guarantor hereby agree with the several Purchasers as follows:

Introductory. LYB International C▇▇▇▇▇▇ Petroleum Finance IIICorporation, LLC, a Delaware limited liability company an Alberta corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate ) U.S.$300,000,000 principal amount of the Issuer’s 6.150its 75/8% Guaranteed Senior Notes due 2035 December 1, 2013 (the “Notes”)) to be issued under an indenture agreement, to be fully dated as of November 22, 2005 (the “Indenture”), among the Issuer, C▇▇▇▇▇▇ Petroleum Corporation, an Alberta corporation (“Parent”), the subsidiary guarantors listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and The Bank of Nova Scotia Trust Company of New York, as Trustee. The Notes will be fully, irrevocably and unconditionally guaranteed on a senior unsecured basis by the Company (the “Parent Guarantee”), as to payment of principal, premium, if any, and interest by Parent, and will be fully, irrevocably and unconditionally guaranteed (the “Subsidiary Guarantees”) as to payment of principal, premium, if any, and interest by the Subsidiary Guarantors. Each of the Subsidiary Guarantees will be fully, irrevocably and unconditionally guaranteed (the “Parent-Subsidiary Guarantees” and, together with the Parent Guarantee and the Subsidiary Guarantees, the “Guarantees,” and, together with the Notes, the “Offered Securities”)) as to payment of principal, premium, if any, and interest on a senior basis by Parent. BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives The holders of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Offered Securities will be issued pursuant entitled to the base indenture dated as benefits of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be a Registration Rights Agreement dated as of the Closing Date (as defined below) establishing among the terms of the SecuritiesIssuer, the “Indenture”). The Notes will be issued only in book-entry form in Guarantors and the name of Cede & Co., as nominee of The Depository Trust Company Purchasers (the “DTC”). This agreement (the “Registration Rights Agreement”), pursuant to which the Indenture Issuer agrees to file a registration statement with the United States Securities and the Notes are hereinafter referred to as Exchange Commission (the “Transaction DocumentsCommission”) registering the resale of the Offered Securities under the United States Securities Act of 1933, as amended (the “Securities Act”).”

Introductory. LYB International Finance IIIDynegy Inc., LLC, a Delaware limited liability company an Illinois corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A "Purchasers") an aggregate of U.S. $500,000,000 aggregate 175,000,000 principal amount of its 4.75% Convertible Subordinated Debentures due 2023 ("Firm Securities") and, at the Issuer’s 6.150election of the Purchasers, an aggregate of up to an additional aggregate of U.S. $50,000,000 principal amount of its 4.75% Guaranteed Notes Convertible Subordinated Debentures due 2035 2023 ("Optional Securities"), each to be issued under an indenture dated as of August 11, 2003 (the “Notes”"Indenture"), among the Issuers (as defined below) and Wilmington Trust Company, as trustee (the "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the "Securities Act"). The Firm Securities and the Optional Securities will both be fully and unconditionally guaranteed as to the payment of principal, premium, if any, and interest on a senior unsecured basis by the Company (the “Guarantees” "Guarantee" and, together with the NotesFirm Securities and the Optional Securities, the “"Offered Securities”") by Dynegy Holdings Inc. (the "Guarantor" and, together with the Company, the "Issuers"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC Capitalized terms used but not defined herein shall have agreed the meanings given to act as such terms in the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date Offering Circular (as defined below) (). The holders of the “Base Indenture,” and as supplemented by (i) Offered Securities will be entitled to the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank benefits of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) a Registration Rights Agreement to be dated as August 11, 2003 among the Issuers and the Purchasers (the "Registration Rights Agreement"), pursuant to which the Issuers will agree to file a shelf registration statement with the Securities Exchange Commission (the "Commission") registering the resale of the Closing Date (as defined below) establishing Offered Securities and the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co.Underlying Shares, as nominee of The Depository Trust Company (hereinafter defined, under the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction DocumentsSecurities Act.”

Introductory. LYB International Finance III▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Floorcoverings, LLCInc., a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”"PURCHASERS") U.S.$175,000,000 principal amount of its 9 3/4% Senior Subordinated Notes Due 2010 (the "OFFERED SECURITIES"). The Offered Securities will be unconditionally guaranteed (each, a "GUARANTY") on a senior subordinated basis by each of the Company's subsidiaries listed on Schedule B hereto (the "GUARANTORS"). The Offered Securities and the Guaranties will be issued under an indenture, dated as of February 15, 2002 (the "INDENTURE"), acting severally and not jointlybetween the Company, the respective amounts Guarantors and The Bank of New York, as Trustee. The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT". Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 registration rights agreement (the “Notes”"REGISTRATION RIGHTS AGREEMENT"), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) ), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Base Indenture,” and as supplemented by "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the supplemental indenture dated May 17, 2023, among Securities Act (the Issuer, "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Company's 9 3/4% Senior Subordinated Notes in a like aggregate principal amount as the Offered Securities issued by the Company under the Indenture, Computershare Trust Company, N.A., as base trustee identical in all material respects to the Initial Securities (as successor to W▇▇▇▇ Fargo Bank, National Associationdefined in the Registration Rights Agreement) and The Bank of New York Mellon Trust Company, N.A., as trustee registered under the Securities Act (the “Trustee”"EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") (and the “Supplemental Indenture”) Guaranties thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Officer’s Certificate Securities Act (the “Officer’s Certificate”"SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be dated as of declared and remain effective and usable for the Closing Date (as defined below) establishing periods specified in the terms of Registration Rights Agreement and to consummate the Securities, the “Indenture”)Exchange Offer. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture Offered Securities and the Notes Exchange Securities are hereinafter referred to collectively as the “Transaction Documents.”"SECURITIES". The Company and the Guarantors hereby agree with the several Purchasers as follows:

Introductory. LYB International Finance III, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC ("BAS" or the several underwriters named "Underwriter") $731,415,299 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”), acting severally and not jointly, "Offered Certificates") having the respective amounts aggregate initial Class Certificate Balances or Notional Amounts set forth in such Schedule A of $500,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), precise initial Class Certificate Balance or Notional Amount within such range to be fully and unconditionally guaranteed on a senior unsecured basis determined by the Company (the “Guarantees” andin its sole discretion). The Offered Certificates, together with the NotesClass 1-B-4, Class 1-B-5, Class 1-B-6, Class T2-B-1, Class T2-B-2, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 180 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated October 30, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the “Securities”Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed The Certificates are to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture a pooling and servicing agreement, dated as of October 1030, 2019, as supplemented through the Closing Date (as defined below) 2006 (the “Base Indenture,” "Pooling and as supplemented by (i) the supplemental indenture dated May 17, 2023Servicing Agreement"), among the Issuer, the Company, Computershare Trust Companyas depositor, N.A.U.S. Bank National Association, as base trustee (as successor to Wthe "Trustee"), and ▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee master servicer (the “Trustee”"Master Servicer") and as securities administrator (the “Supplemental Indenture”) "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and (ii) Servicing Agreement, this Agreement, the Officer’s Certificate (Mortgage Loan Purchase Agreement and the “Officer’s Certificate”) purchase agreement, to be dated as of the Closing Date (as defined below) establishing the terms of the SecuritiesOctober 30, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co.2006, by and between BAS, as nominee of The Depository Trust purchaser, and the Company (the “DTC”). This agreement (the “"Purchase Agreement”), the Indenture and the Notes ") are hereinafter collectively referred to herein as the “Transaction "Basic Documents.”" Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Introductory. LYB International Finance III21st Century Telecom Group, LLCInc., a Delaware limited liability company an Illinois corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth "Purchasers") U.S. $200,000,000 (Gross Proceeds) in such Schedule A of $500,000,000 aggregate initial principal amount of the Issuer’s 6.150its 12 1/4% Guaranteed Senior Discount Notes due 2035 Due 2008 (the “"Notes”") with a principal amount at maturity of $363,135,000 and 50,000 Units (the "Units"), each Unit consisting of one share of its 13 3/4% Senior Cumulative Exchangeable Preferred Stock Due 2010 (the "Exchangeable Preferred Stock") and one Warrant (each, a "Warrant") to purchase 8.7774 shares of common stock, no par value (the "Common Stock") of the Company at an exercise price of $.01 per share. The Company may, at its option (on any scheduled dividend payment date) exchange all but not less than all the shares of Exchangeable Preferred Stock then outstanding for the Company's 13 3/4% Subordinated Exchange Debentures Due 2010 (the "Exchange Debentures"). The Notes and the Units are collectively referred to herein as the "Offered Securities" and are offered on a private placement basis pursuant to the exemption provided by Section 4(2) and Regulation S of the United States Securities Act of 1933 (the "Securities Act"). The Notes are to be fully and unconditionally guaranteed on a senior unsecured basis by issued under an indenture dated as of February 1, 1998 (the "Notes Indenture"), between the Company and State Street Bank and Trust Company, as trustee (the “Guarantees” and, together with the Notes, the “Securities”"Notes Trustee"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities Exchangeable Preferred Stock will be issued pursuant to an amendment to the base indenture dated as Articles of October 10, 2019, as supplemented through Incorporation of the Closing Date (as defined below) Company (the “Base Indenture,” "Amended Charter"). Boston EquiServe Trust Company shall act as transfer agent (the "Transfer Agent") for the Holders of the Notes and as supplemented by the Exchangeable Preferred Stock will be entitled to the benefits of a Registration Rights Agreement (ithe "Registration Rights Agreement") dated the supplemental indenture dated May 17, 2023date hereof, among the IssuerCompany and the Purchasers. This Agreement, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the SecuritiesIndentures, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”)Amended and Restated Charter, the Indenture Warrant Agreement and the Notes Registration Rights Agreement are hereinafter referred to herein collectively as the “Transaction "Operative Documents.”" The Company hereby agrees with the several Purchasers as follows:

Introductory. LYB International Finance IIICapital One Auto Receivables, LLC, a Delaware limited liability company (the “IssuerSeller”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Capital One Auto Finance, Inc., a public company with limited liability Texas corporation, (naamloze vennootschap) in the country of The Netherlands (the “CompanyCOAF”), proposes to issue confirm their agreement with the Representatives and sell to the several other underwriters named in Schedule A hereto the applicable Terms Agreement (collectively, the “Underwriters”), acting severally and not jointly, ) as follows: The Seller proposes to sell to the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount Underwriters the notes of the Issuer’s 6.150% Guaranteed Notes due 2035 classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”), . The Notes are to be fully and unconditionally guaranteed on issued by Capital One Auto Finance Trust 2007-A, a senior unsecured basis by the Company Delaware statutory trust (the “Guarantees” and, together with Issuer”) under the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters Indenture (the “RepresentativesIndenture”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture ), dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (Date, between the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Issuer and The Bank of New York Mellon Trust Company, N.A.York, as indenture trustee (the “Indenture Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in collateralized by the name Trust Estate (as defined below). The assets of Cede & Co., as nominee of The Depository Trust Company the Issuer (the “DTCTrust Estate”). This agreement ) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Transaction DocumentsProspectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. LYB International Finance III, LLCAdvancePCS, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A hereto (the “Underwriters”"Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of a $500,000,000 200,000,000 aggregate principal amount of the Issuer’s 6.150Company's 8 1/2% Guaranteed Senior Notes due 2035 2008 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “"Securities”"). BofA SecuritiesBanc of America Securities LLC, Inc. and WMerr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ Fargo & ▇mit▇ ▇▇▇orporated, Banc One Capital Markets, Inc., Chase Securities, LLC Inc., CIBC World Markets Corp. and Scotia Capital "USA", Inc., have agreed to act as the representatives of the several Underwriters (the “Representatives”) Initial Purchasers in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10an indenture, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined in Section 2) (the "Indenture"), among the Company, the Guarantors (as defined below) establishing and U.S. Trust Company of Texas, N.A. as trustee (the terms of the Securities, the “Indenture”"Trustee"). The Notes will be Securities issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”"Depositary") or its nominee pursuant to a DTC Agreement, to be dated as of the Closing Date (the "DTC Agreement"), among the Company, the Trustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the "Registration Rights Agreement"), among the Company, the Guarantors party thereto and the Initial Purchasers, substantially in the form of Exhibit A attached hereto, pursuant to which the Company and the Guarantors will agree to file, within 90 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities (as defined below) under the Securities Act. The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Securities and the Exchange Securities will be fully and unconditionally guaranteed on a senior and unsecured basis, jointly and severally by (i) the Company's Subsidiaries listed in Schedule B herein, (the "Subsidiaries"), and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and the respective successors and assigns of the subsidiaries of the Company referred to in (i) and (ii) above (collectively, the "Guarantors"), pursuant to their guarantees (the "Guarantees"). This agreement (the “Agreement”), the Indenture The Securities and the Notes Guarantees attached thereto are hereinafter herein collectively referred to as the “Transaction Documents"Securities"; and the Exchange Securities and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (as amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder).”

Introductory. LYB International Finance III, LLCIntersil Corporation, a Delaware limited liability company corporation (the “Issuer”"Company") and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Intersil Holding Corporation, a public company Delaware corporation ("Intersil Holding" and, together with limited liability (naamloze vennootschap) in the country of The Netherlands (Company, the “Company”"Issuers"), proposes propose, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”"Initial Purchasers") 200,000 units (the "Units"), acting severally and not jointly, each Unit consisting of one of the respective amounts set forth Company's 13 1/4% Senior Subordinated Notes Due 2009 in such Schedule A of $500,000,000 aggregate a principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 $1,000 (the “"Notes”)") and one Warrant (each a "Warrant") to purchase 27.7778 shares of Class A common stock, to par value $0.01 per share, of Intersil Holding. The Notes will be fully and unconditionally guaranteed (each, a "Guaranty") on a senior unsecured subordinated basis by each of Intersil Holding and the Company Company's subsidiaries listed on Schedule B hereto (the “Guarantees” "Subsidiary Guarantors" and, together with the NotesIntersil Holding, the “Securities”"Guarantors"). BofA Securities, Inc. The Notes will also be guaranteed by each existing and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives subsequently organized domestic subsidiary of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued Company that becomes a guarantor pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date Indenture (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”defined). The Notes will be issued only in book-entry form in under an indenture dated as of August 13, 1999 (the name "Indenture"), among the Company, the Guarantors and United States Trust Company of Cede & Co.New York, as nominee trustee (the "Trustee"). The Warrants will be issued under a warrant agreement dated as of The Depository August 13, 1999 (the "Warrant Agreement"), between Intersil Holding and United States Trust Company of New York, as warrant agent (the “DTC”"Warrant Agent"). This agreement (the “Agreement”), the Indenture The Notes and the Notes Guaranties are hereinafter together referred to as the “"Offered Notes". The Units, the Offered Notes and the Warrants are collectively referred to herein as the "Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". Pursuant to the Master Transaction Documents.”Agreement dated June 2, 1999 (the "Master Transaction Agreement") among ▇▇▇▇▇▇ Corporation ("▇▇▇▇▇▇"), Intersil Holding and the Company, the following transactions (collectively, the "Transactions") will occur concurrently with the consummation of the offering of the Units (the "Offering"): (i) ▇▇▇▇▇▇ will transfer to the Company and Intersil Holding selected portions of the assets and certain of the liabilities of the ▇▇▇▇▇▇ semiconductor business in exchange for (a) $520.0 million in cash and (b) a subordinated pay-in-kind promissory note of Intersil Holding in the principal amount of $90.0 million; (ii) ▇▇▇▇▇▇ will pay about

Introductory. LYB International Finance IIISabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth Purchasers in such Schedule A of $500,000,000 the aggregate U.S.$500,000,000 principal amount of the Issuer’s 6.150its 5.625% Guaranteed Senior Secured Notes due 2035 2021 (the “2021 Notes”) and in the aggregate U.S.$1,000,000,000 principal amount of its 5.625% Senior Secured Notes due 2023 (the “2023 Notes”, together with the 2021 Notes, the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will Notes shall be issued pursuant to the base under an indenture dated as of October 10February 1, 2019, as supplemented through the Closing Date (as defined below) 2013 (the “Base Indenture,” and as supplemented by (i) ”), between the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Company and The Bank of New York Mellon Trust Company, N.A.Mellon, as trustee Trustee (the “Trustee”) as supplemented by a first supplemental indenture that will be dated as of April 16, 2013, relating to the 2021 Notes (the “First Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to a second supplemental indenture that will be dated as of April 16, 2013, relating to the Closing Date 2023 Notes (the “Second Supplemental Indenture”, and together with the First Supplemental Indenture, the “Supplemental Indentures”) (the Base Indenture, as defined below) establishing supplemented by the terms of the SecuritiesSupplemental Indentures, the “Indenture”). The Notes will be issued only in book-entry form in secured by the name of Cede & Co.Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as nominee of The Depository Trust Company common security trustee (the “DTCCommon Security Trustee”). This agreement , in accordance with the Security Documents (as defined in the Common Terms Agreement, dated as of July 31, 2012, as amended (the “Common Terms Agreement”), among the Indenture Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes are will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter referred to as defined) between the Company and the Purchasers (the “Transaction Documents.Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:

Introductory. LYB International Finance III, LLCTerex Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”"Purchasers") U.S.$100,000,000 principal amount of its 8-7/8% Series C Senior Subordinated Notes due 2008 ("Notes") to be issued under an indenture, to be dated as of March 9, 1999 (the Indenture"), acting severally and not jointlybetween the Company, the respective amounts guarantors named therein and United States Trust Company of New York, as Trustee, which Notes will be unconditionally guaranteed by Koehring Cranes, Inc., Payhauler Corp., PPM Cranes, Inc., Terex Aerials, Inc., Terex Cranes, Inc., Terex Mining Equipment, Inc., Terex-RO Corporation, Terex-Telelect, Inc., The American Crane Corporation and O&K ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. (the "Guarantors," and together with the Company, the "Issuers"). For purposes of this agreement, the term "Offered Securities" means the Notes, together with the guarantees (the "Guarantees") thereof by the Guarantors. The United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will have the registration rights set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 Registration Rights Agreement (the “Notes”"Registration Rights Agreement"), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) hereinafter defined), in substantially the form of Exhibit A hereto. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Base Indenture,” and as supplemented by "Commission") under the circumstances set forth therein, (i) a registration statement under the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee Securities Act (the “Trustee”"Exchange Offer Registration Statement") registering an issue of senior subordinated notes identical in all material respects to the Notes (the “Supplemental Indenture”"Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and (ii) under the Officer’s Certificate circumstances set forth therein, a registration statement pursuant to Rule 415 under the Securities Act (the “Officer’s Certificate”) to be dated as of "Shelf Registration Statement"). This Agreement, the Closing Date (as defined below) establishing Indenture, the terms of the Offered Securities, the “Indenture”). The Exchange Notes will be issued only and the Registration Rights Agreement, are sometimes referred to in book-entry form in the name of Cede & Co.this Agreement, individually, as nominee a "Transaction Document" and, collectively, as the "Transaction Documents," and the execution and delivery of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes issuance and sale of the Offered Securities are hereinafter sometimes referred to herein, individually, as a "Transaction" and collectively, as the “Transaction Documents"Transactions.”" Each of the Issuers, jointly and severally, hereby agrees with the several Purchasers as follows:

Introductory. LYB International Finance IIIMillenium Seacarriers, LLCInc., a Delaware limited liability company Cayman Islands corporation (the “"Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”"Purchasers") $100,000,000, Representing 100,000 Units (the "Units"), acting severally and not jointly, the respective amounts set forth each Unit consisting of one of its 12% First Priority Ship Mortgage Notes Due 2005 in such Schedule A a principal amount at maturity of $500,000,000 aggregate principal amount 1,000 and one Warrant (each a "Warrant") to purchase 5 shares of common stock, par value $1 per share (the "Common Stock") of the Issuer’s 6.150% Guaranteed Issuer at the exercise price of $.01 per share. The Notes due 2035 (and Warrants are collectively referred to herein as the “Notes”), to "Offered Securities". The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives each of the several Underwriters Issuer's subsidiaries that owns a Mortgaged Vessel (the “Representatives”as herein defined) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through on the Closing Date (as defined belowherein defined) or thereafter, identified on the signature pages to this Agreement or to an amendment thereto (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”"Subsidiary Guarantors"). The Notes will be issued only under an indenture dated as of July 15, 1998 (the "Indenture"), among the Issuer, the Subsidiary Guarantors and The First National Bank of Maryland, a national banking association, as trustee (the "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the "Securities Act"). The guarantees of the Subsidiary Guarantors are herein referred to as the "Guarantees". The Warrants will be issued under a warrant agreement dated as of July 15, 1998 (the "Warrant Agreement") between the Issuer and The First National Bank of Maryland as warrant agent (the "Warrant Agent"). To secure, among other things, the Notes and its respective Guarantee, each Subsidiary Guarantor will pledge and assign to the Collateral Agent (as defined) all its right, title and interest in book-entry and to (i) the vessel (the "Mortgaged Vessel") owned by it, pursuant to a Mortgage (as defined in the Indenture), substantially in the form heretofore agreed to be issued in favor of the Collateral Agent, (ii) all the policies and contracts of insurance taken out from time to time in respect of its Mortgaged Vessel pursuant to an Assignment of Insurance (an "Insurance Assignment"), (iii) if applicable, the time charterparty earnings and hire (the "Charter") and freights relating to its Mortgaged Vessel pursuant to the Indenture, and (iv) all accounts maintained in the name of Cede & Co.the Collateral Agent pursuant to which any proceeds of (i) and (ii) will be delivered under the circumstances described in the Collateral Agency Agreement and all accounts maintained in the name of the Trustee pursuant to which any proceeds of (iii) will be delivered under the circumstances described in the Indenture. The Notes will also be secured by, as nominee among other things, a pledge by the Issuer of The Depository Trust Company all the issued and outstanding capital stock of each Subsidiary Guarantor (the “DTC”). This agreement (the “Agreement”), "Pledged Stock") pursuant to the Indenture and by the Notes are escrow account created pursuant to the terms of the Escrow Agreement, dated as of July 15, 1998 (the "Escrow Agreement"), between the Issuer and The First National Bank of Maryland, as escrow agent (the "Escrow Agent"), into which the net proceeds of the Offering will be delivered and held under the circumstances described in the Escrow Agreement. The Subsidiary Guarantors will obtain certain commercial and technical management services from the sole shareholder of the Issuer, Millenium Management Inc., a Cayman Islands corporation ("MMI"), and, pursuant to certain subcontracts from MMI, from Kylco Maritime Limited ("Kylco Greece") and Kylco Maritime (USA) Limited ("Kylco USA" and, collectively, "Kylco"). The rights of the various creditors of the Issuer and the Subsidiary Guarantors will be governed by a Collateral Agency and Intercreditor Agreement dated as of July 15, 1998 (the "Collateral Agency Agreement"), among the Issuer, the Subsidiary Guarantors, The First National Bank of Maryland, as collateral agent and trustee (the " Collateral Agent") and Bank of New York. The Indenture, the Mortgages the Collateral Agency Agreement, the Insurance Assignments and the Escrow Agreement, collectively, will hereinafter be referred to as the “Transaction "Security Documents.”". The Issuer and the Subsidiary Guarantors hereby agree, jointly and severally, with the several Purchasers as follows:

Introductory. LYB International Finance IIIKey Bank USA, LLCNational Association, a Delaware limited liability company national banking association (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”"KBUSA"), proposes to cause KeyCorp Student Loan Trust 2000-A (the "Trust") to issue and sell $100,000,000 principal amount of its Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes"), and $450,000,000 principal amount of its Floating Rate Class A-2 (the "Class A-2 Notes" and together with the Class A-1 Notes, the "Notes") to the several underwriters named in Schedule A I hereto (the “"Underwriters”"), for whom you (the "Representative") are acting severally as representative. The Trust was formed pursuant to the Trust Agreement, dated as of May 31, 2000, as amended and not jointlyrestated by the Amended and Restated Trust Agreement, dated as of June 1, 2000 (as further amended and supplemented from time to time, collectively, the respective amounts set forth "Trust Agreement") between KBUSA, as depositor and Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Trust include, among other things, a pool of graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans"), certain monies due thereunder on and after June 1, 2000, with respect to certain of the Initial Financed Student Loans, (the "Cutoff Date"), an interest rate swap agreement, in the form of a 1992 ISDA Master Agreement, and schedule thereto and related confirmation related thereto (the "Interest Rate Swap"), each dated as of June 22, 2000, between the Trust and KBUSA, as the swap counterparty (in such Schedule A of $500,000,000 aggregate principal amount capacity, the "Swap Counterparty") and a note guaranty insurance policy issued by MBIA Insurance Corporation (the "Securities Insurer") to Bankers Trust Company, a New York banking corporation (the "Indenture Trustee") for the benefit of the Issuer’s 6.150% Guaranteed Notes due 2035 Noteholders (the “Notes”"Securities Guaranty Insurance Policy"). Such Initial Financed Student Loans were sold to the Eligible Lender Trustee on behalf of the Trust by the Seller pursuant to the Sale and Servicing Agreement, dated as of June 1, 2000 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among, the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the "Master Servicer"), KBUSA, as seller (in such capacity, the "Seller"), and KBUSA, as administrator (in such capacity, the "Administrator"). The Master Servicer has also entered into two certain sub-servicing agreements to be fully and unconditionally guaranteed on a senior unsecured basis by have the Company Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania (the “Guarantees” "PHEAA" and, together with the Notesin its capacity as a sub-servicer, the “Securities”a "Sub-Servicer") and Great Lakes Educational Loan Services, Inc., a Wisconsin corporation ("Great Lakes" or a "Sub-Servicer"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities Notes will be issued pursuant to the base indenture Indenture to be dated as of October 10June 1, 20192000 (as amended and supplemented from time to time, the "Indenture"), between the Indenture Trustee and the Trust. The Securities Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the "Insurance Agreement") dated as supplemented through of June 22, 2000 by and among the Securities Insurer, KBUSA, (in its capacities as the Seller, the Master Servicer, the Administrator, and the Depositor), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below) ), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans, identified in the Sale and Servicing Agreement on or prior to July 31, 2000 (the “Base Indenture,” "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of June 1, 2000 (as amended and supplemented by (i) from time to time, the supplemental indenture dated May 17, 2023"Administration Agreement"), among the IssuerIndenture Trustee, the Company, Computershare Trust Company, N.A.and the Administrator. The Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the Trust and KBUSA, as base trustee cap provider (in such capacity, the "Cap Provider"), whereunder the Noteholders will be entitled, subject to the limitations of the Cap Agreement, to receive payments from the Cap Provider in the amount of any of any Noteholders' Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Insurance Agreement, the Administration Agreement, the Interest Rate Swap and the Cap Agreement are referred to herein as successor the "Basic Documents." Simultaneously with the issuance and sale of the Notes as contemplated herein, and pursuant to W▇▇▇▇ Fargo Bankthe Trust Agreement, National Association) and The Bank of New York Mellon the Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s will issue its Trust Certificate (the “Officer’s "Certificate”") to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form representing a fractional undivided residual ownership interest in the name of Cede & Co., as nominee of The Depository Trust Company (to the “DTC”)Seller. This agreement (Capitalized terms used and not otherwise defined herein shall have the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documentsmeanings given them in Appendix A attached hereto.”

Introductory. LYB International Finance IIIMovie Escrow, LLCInc., a Delaware limited liability company corporation (the “Escrow Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and the other several underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of (i) $500,000,000 350,000,000 aggregate principal amount of the Escrow Issuer’s 6.1507.75% Guaranteed Senior Secured Notes due 2035 2021 (the “Secured Notes”), to be fully ) and unconditionally guaranteed on a senior unsecured basis by (ii) $350,000,000 aggregate principal amount of the Company Escrow Issuer’s 10.00% Senior Unsecured Notes due 2022 (the “GuaranteesUnsecured Notes” and, together with the Secured Notes, the “SecuritiesNotes”). BofA Securities, Inc. and W▇▇▇▇▇▇▇ Fargo Securities, LLC have ▇▇▇▇▇ has agreed to act as the representatives representative of the several Underwriters Initial Purchasers (the “RepresentativesRepresentative”) in connection with the offering and sale of the SecuritiesNotes. The Secured Securities (as defined below) will be issued pursuant to the base indenture dated as of October 10an indenture, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing (including the terms Supplemental Secured Notes Indenture (as defined below), the “Secured Notes Indenture”), between the Escrow Issuer and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Secured Notes Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). The Unsecured Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the SecuritiesClosing Date (including the Supplemental Unsecured Notes Indenture (as defined below), the “Unsecured Notes Indenture” and, together with the Secured Notes Indenture, the “Indentures” and each an “Indenture”), between the Escrow Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Unsecured Notes Trustee” and, together with the Secured Notes Trustee, the “Trustees” and each a “Trustee”). Immediately upon consummation of the Acquisition (as defined below), the Escrow Issuer will be merged into Global Cash Access, Inc., a Delaware corporation (the “Company”), with the Company as the surviving corporation, and by operation of law, the Company will become the obligor of the Notes and assume all obligations of the Escrow Issuer under the Transaction Documents (as defined below). For purposes of this Agreement, the term “Issuer” means, prior to the Escrow Release Date (as defined below), the Escrow Issuer and, upon and after the Escrow Release Date, the Company. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”). This agreement ) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Indenture Escrow Issuer, the Trustees and the Notes are hereinafter Depositary. On September 8, 2014, Global Cash Access Holdings, Inc. (“Holdings”) entered into an agreement and plan of merger (the “Merger Agreement”) with Multimedia Games Holding Company, Inc. (“Multimedia Games”) and Movie Merger Sub, Inc., a wholly-owned subsidiary of Holdings (“Merger Sub”). In accordance with the terms of the Merger Agreement, Merger Sub will merge with and into Multimedia Games and Multimedia Games, together with its respective subsidiaries (the “Multimedia Acquired Entities”), will become direct or indirect wholly-owned subsidiaries of Holdings (such transactions collectively referred to as the “Acquisition”). The date of the consummation of the Acquisition is referred to herein as the “Acquisition Date”. The Notes are being issued in connection with the Acquisition. In addition, in connection with the Acquisition, the Company will enter into new secured credit facilities to be dated the Acquisition Date (the “New Credit Facilities”). Subject to the last full paragraph on page 5 below, the Escrow Issuer, the Trustees and Deutsche Bank Trust Company Americas, as escrow agent (the “Escrow Agent”), will enter into a customary escrow agreement (the “Escrow Agreement”), to be dated as of the Closing Date, pursuant to which the Initial Purchasers will deposit into a segregated escrow account (the “Escrow Account”) with the Escrow Agent the gross proceeds from the offering of the Notes, and the Issuer (or one of its affiliate) will deposit into the Escrow Account additional funds sufficient to pay 100% of the issue price of the Notes, plus all regularly scheduled interest that will accrue on the Notes, if any, and accretion of principal amount for at least 30 days, up to but not including the date that is at least 30 days after the Closing Date (the “Initial Outside Date”); provided, that if the Issuer elects to extend the Initial Outside Date pursuant to the terms of the Escrow Agreement, it shall deposit additional funds sufficient to pay all regularly scheduled interest that will accrue on the Notes, if any, plus accretion of principal amount up to but not including such extended date (all amounts deposited into the Escrow Account are referred to herein as the “Escrow Funds”). The release of the Escrow Funds will be subject to the satisfaction of certain conditions, including the closing of the Acquisition (collectively, the “Escrow Release Conditions” and the date on which such conditions are satisfied, the “Escrow Release Date”). Until such time as the Escrow Release Conditions are satisfied, the Notes will not be guaranteed, and will be secured by a perfected first priority security interest in the Escrow Account and the Escrow Funds. From and after the satisfaction of the Escrow Release Conditions, Holdings, certain of Holdings’ domestic restricted subsidiaries (the “GCA Subsidiary Guarantors” and, together with Holdings, the “GCA Guarantors”), Multimedia Games and certain of Multimedia Games’ domestic restricted subsidiaries (together with Multimedia Games, collectively, the “Multimedia Guarantors” and, together with the GCA Guarantors, the “Guarantors”) will become guarantors. The GCA Guarantors and the Multimedia Guarantors are listed on Schedule B hereto. Immediately after the consummation of the Acquisition, the GCA Guarantors and the Multimedia Guarantors shall execute and deliver (i) a supplemental indenture to the Secured Notes Indenture (the “Supplemental Secured Notes Indenture”) and (ii) a supplemental indenture to the Unsecured Notes Indenture (the “Supplemental Unsecured Notes Indenture” and, together with the Supplemental Secured Notes Indenture, the “Supplemental Indentures”), whereby, in each case, each of the Company, the GCA Guarantors and the Multimedia Guarantors will agree to observe and fully perform all of the rights, obligations and liabilities contemplated in each Indenture as if it was an original signatory thereto. Immediately after the consummation of the Acquisition, the GCA Guarantors and the Multimedia Guarantors shall execute and deliver a joinder agreement to this Agreement (the “Purchase Agreement Joinder”) substantially in the form attached hereto as Exhibit C, whereby each of the GCA Guarantors and the Multimedia Guarantors will affirm the accuracy of the applicable representations and warranties and agree to observe and fully perform all of the rights, obligations and liabilities contemplated herein as if it was an original signatory hereto as a Guarantor (as defined below). The representations, warranties, authorizations, acknowledgements, covenants and agreements of the GCA Guarantors and the Multimedia Guarantors under this Agreement shall not become effective until the execution by them of the Purchase Agreement Joinder, at which time such representations, warranties, authorizations, acknowledgements, covenants and agreements shall become effective as if made on the date hereof, the date thereof and the Closing Date pursuant to the terms of the Purchase Agreement Joinder and the GCA Guarantors and the Multimedia Guarantors and their respective directors, officers and controlling persons shall not have any rights hereunder until they have executed the Purchase Agreement Joinder. The holders of the Unsecured Notes (including the Initial Purchasers and their direct and indirect transferees) will have registration rights set forth in the registration rights agreement relating to the Unsecured Notes (the “Registration Rights Agreement”), to be dated the Closing Date, among the Escrow Issuer and the Representative. Pursuant to the Registration Rights Agreement, and subject to the consummation of the Acquisition, the parties thereto will agree to file with the Commission (as defined below) under the circumstances set forth therein, one or more registration statements under the Securities Act (as defined below) relating to another series of debt securities of the Issuer identical in all material respects to the Unsecured Notes (the “Exchange Notes”) and Unsecured Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Unsecured Notes and the Unsecured Guarantees (the “Exchange Offer”). On the Acquisition Date, the Company shall cause each Guarantor to join the Registration Rights Agreement by execution of the joinder attached thereto (the “Registration Rights Agreement Joinder”). For the avoidance of doubt, the Secured Notes will not have registration rights. For purposes of this Agreement, the term “Transactions” means, collectively, (i) the issuance and sale of the Notes, (ii) the issuance of the Guarantees (as defined below), (iii) the Acquisition, (iv) the execution, delivery and effectiveness of the New Credit Facilities (including any borrowings thereunder), (v) the other transactions contemplated by the Final Offering Memorandum (as defined below), (vi) the execution, delivery and effectiveness of the applicable Transaction DocumentsDocuments (as defined below) and (vii) the payment of all fees and expenses related to the foregoing. The payment of principal of, premium, if any, and interest on the Secured Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, (i) upon the consummation of the Acquisition, by the Guarantors and (ii) thereafter, by any subsidiary of Holdings formed or acquired after the Acquisition Date that executes an additional guarantee in accordance with the terms of the Secured Indenture, and their respective successors and assigns, pursuant to their guarantees (the “Secured Guarantees”). The payment of principal of, premium, if any, and interest on the Unsecured Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, (i) upon the consummation of the Acquisition, by the Guarantors and (ii) thereafter, by any subsidiary of Holdings formed or acquired after the Acquisition Date that executes an additional guarantee in accordance with the terms of the Unsecured Notes Indenture, and their respective successors and assigns, pursuant to their guarantees (the “Unsecured Guarantees” and, together with the Secured Guarantees, the “Guarantees”). The Secured Notes, and the Secured Guarantees to be attached thereto upon the execution of the Supplemental Secured Notes Indenture and the Purchase Agreement Joinder by the Guarantors, are herein collectively referred to as the “Secured Securities”. The Unsecured Notes, and the Unsecured Guarantees to be attached thereto upon the execution of the Supplemental Unsecured Notes Indenture and the Purchase Agreement Joinder by the Guarantors, are herein collectively referred to as the “Unsecured Securities”. The Secured Securities and the Unsecured Securities are herein collectively referred to as the “Securities”; and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.”

Introductory. LYB International Finance III, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC (the several underwriters named "Underwriter"), $_________________ principal amount of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”), acting severally and not jointly, "Offered Certificates") having the respective amounts Initial Class Certificate Balances set forth in such Schedule A of $500,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Issuer’s 6.150% Guaranteed Notes due 2035 precise Initial Class Certificate Balance or notional amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the “Notes”"Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of [fixed] interest rate mortgage loans having original terms to maturity of not more than ___ months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be fully and unconditionally guaranteed on a senior unsecured basis by dated __________ __, 20__, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the “Guarantees” and, together with the Notes"Cut-off Date"), the “Securities”Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." An election will be made to treat the assets of the Trust Estate as a real estate mortgage investment conduit (a "REMIC"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed The Certificates are to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture a pooling and servicing agreement, to be dated as of October 10__________ __, 2019, as supplemented through the Closing Date (as defined below) 20__ (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023"Pooling Agreement"), among the Issuer, the Company, Computershare Trust Companyas depositor, N.A.______________, as base trustee master servicer (as successor to W▇▇▇▇ Fargo Bankthe "Master Servicer"), National Association) and The Bank of New York Mellon Trust Company, N.A.______________, as trustee (the “"Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”"). The Notes Offered Certificates will be issued only in book-entry form in the name denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, dated __________ __, 20__, among Banc of Cede & Co.America Securities LLC, as nominee of The Depository Trust Initial Purchaser and the Company (the “DTC”). This agreement (the “"Purchase Agreement”), the Indenture and the Notes ") are hereinafter collectively referred to herein as the “Transaction "Basic Documents.”" Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Introductory. LYB International Finance III, LLCEvergreen Energy Inc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $500,000,000 aggregate 95,000,000 principal amount of the Issuer’s 6.150its 8.00% Guaranteed Convertible Secured Notes due 2035 August 1, 2012 (the “Notes”), ) to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base under an indenture dated as of October 10July 30, 2019, as supplemented through the Closing Date (as defined below) 2007 (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023”), among the IssuerCompany, Evergreen Operations, LLC, a Delaware limited liability company, KFx Plant, LLC, a Wyoming limited liability company, KFx Operations, LLC, a Wyoming limited liability company, Landrica Development Company, a South Dakota corporation, and Buckeye Industrial Mining Company, an Ohio corporation (collectively, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association“Guarantors”) and The Bank of New York Mellon Trust Company, N.A.U.S. Bank, as trustee (the “Trustee”) on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the “Supplemental Securities Act”). The payment of principal, premium and Additional Interest (as defined in the Indenture”) ), if any, and (ii) interest on the Officer’s Certificate Notes will be fully and unconditionally guaranteed (the “Officer’s CertificateGuarantees”) to on a secured basis, by the Guarantors. The Notes and the Guarantees will be dated as of secured by a first-priority lien on the Closing Date Collateral (as defined belowin the Indenture) establishing the terms of the Securities, (the “IndentureCollateral”) pursuant to a security agreement (the “Security Agreement”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes Guarantees are hereinafter herein collectively referred to as the “Transaction Documents.Offered Securities”. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act. The Company hereby agrees with the several Purchasers as follows:

Introductory. LYB International Finance IIISabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth Purchasers in such Schedule A of $500,000,000 the aggregate U.S.$2,000,000,000 principal amount of the Issuer’s 6.150its 5.625% Guaranteed Senior Secured Notes due 2035 2025 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will Notes shall be issued pursuant to the base under an indenture dated as of October 10February 1, 2019, as supplemented through the Closing Date (as defined below) 2013 (the “Base Indenture,” and as supplemented by (i) ”), between the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Company and The Bank of New York Mellon Trust Company, N.A.Mellon, as trustee Trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to as supplemented by a sixth supplemental indenture that will be dated as of March 3, 2015, relating to the Closing Date Notes (as defined below) establishing the terms of “Sixth Supplemental Indenture”, and together with the SecuritiesBase Indenture, the “Indenture”). The Notes will be issued only in book-entry form in secured by the name of Cede & Co.Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as nominee of The Depository Trust Company common security trustee (the “DTCCommon Security Trustee”). This agreement , in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Indenture Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes are will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter referred to as defined) between the Company and the Purchasers (the “Transaction Documents.Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:

Introductory. LYB International Finance III, LLC, a Delaware limited liability company Pursuant to the terms and conditions of an ADS lending agreement (the “IssuerADS Lending Agreement”) and wholly owned indirect subsidiary ), dated as of LyondellBasell Industries N.V.October 26, a public 2017, between China Lodging Group, Limited, an exempted company incorporated with limited liability (naamloze vennootschap) in under the country laws of The Netherlands the Cayman Islands (the “Company”) and Deutsche Bank AG, London Branch (the “Borrower”), the Company proposes to issue and sell lend to the several underwriters named Borrower up to the Maximum Number of ADSs (as such term is defined in Schedule A hereto (the “Underwriters”ADS Lending Agreement), acting severally and not jointly, the respective amounts set forth in such Schedule A Maximum Number of $500,000,000 aggregate principal amount ADSs being 2,606,278 as of the Issuer’s 6.150% Guaranteed Notes due 2035 (date hereof. On the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the First Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture Company will lend to the Borrower 261,000 ADSs, and following the Notes date hereof, the Borrower may, on one or more occasions, subject to the terms and conditions of the ADS Lending Agreement, borrow additional ADSs. The ADSs borrowed by Borrower under the ADS Lending Agreement are hereinafter herein referred to as the “Transaction DocumentsSecurities”. The Company has been advised that the Borrower will transfer the Securities to Deutsche Bank Securities Inc. (the “Underwriter”), an affiliate of the Borrower, which will sell the Securities to the public in an underwritten public offering. The ordinary shares, par or nominal value $0.0001 per share in the capital of the Company (the “Ordinary Shares”) represented by the Securities are to be deposited pursuant to a deposit agreement, dated as of March 25, 2010, among the Company, Citibank, N.A., as depositary (the “Depositary”) and the owners and beneficial owners from time to time of the American Depositary Receipts (“ADRs”) to be issued under the deposit agreement and evidencing the Securities. The deposit agreement, together with the note conversion letter agreement to be dated November 3, 2017 between the Company and the Depositary, is herein referred to as the “Deposit Agreement”.”

Introductory. LYB International Finance IIIGenesis Energy, LLCL.P., a Delaware limited liability company partnership (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “CompanyPartnership”), proposes and Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 750,000,000 aggregate principal amount of the IssuerPartnership’s 6.1507.750% Guaranteed Senior Notes due 2035 2028 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have BMO Capital Markets Corp. has agreed to act as the representatives representative of the several Underwriters (the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes and the Guarantees (as defined below), which are collectively referred to herein as the “Securities. .” The Securities will be issued pursuant to the base indenture an indenture, dated as of October 10May 21, 20192015 (the “Base Indenture”), as supplemented through among the Closing Date Issuers, the Guarantors (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, U.S. Bank National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) ), as amended and supplemented by that certain fourteenth supplemental indenture, to be dated as of January 16, 2020 (the “Supplemental Indenture”) ), among the Issuers, the Guarantors and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date Trustee (as defined below) establishing the terms of the Securitiesso amended and supplemented, the “Indenture”). The payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”), pursuant to a letter of representations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary. This agreement (the this “Agreement”), the DTC Agreement, the Indenture and the Notes Securities are hereinafter referred to herein collectively as the “Transaction Documents.”

Introductory. LYB International Finance III, LLCRegal Cinemas Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell to agrees with the several underwriters named in Schedule A hereto (the “"Underwriters”"), for whom Credit Suisse, Barclays Capital Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc. are acting severally and not jointlyas representatives (collectively, the respective amounts set forth in such Schedule A of "Representatives"), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters $500,000,000 aggregate 250,000,000 principal amount of the Issuer’s 6.150its 8.625% Guaranteed Senior Notes due 2035 2019 (the “Notes”"Offered Securities"), to be fully and unconditionally guaranteed on a senior unsecured basis by issued under the Company (the “Guarantees” andindenture, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10July 15, 2019, as supplemented through the Closing Date (as defined below) 2009 (the “Base "Original Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023"), among the IssuerCompany, the Company, Computershare Trust Company, N.A.guarantors named therein (the "Guarantors" and each a "Guarantor") and U.S. Bank National Association, as base trustee (as successor Trustee, to W▇▇▇▇ Fargo Bankbe amended and supplemented by the First Supplemental Indenture thereto, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing ), among the terms of the SecuritiesCompany, the “Guarantors and Trustee (the "First Supplemental Indenture”," and collectively with the Original Indenture, the "Indenture"). The Notes Offered Securities will be issued only in book-entry form fully and unconditionally, jointly and severally, guaranteed by each of the Guarantors (such guarantees, the "Guarantees"). As described in the name of Cede & Co.General Disclosure Package (as defined below), on the Closing Date (as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”defined below), the Indenture Company and the Notes Guarantors will enter into a Sixth Amended and Restated Credit Agreement (the "New Credit Facility") with Credit Suisse AG, as administrative agent, and the other lenders party thereto, and a portion of the net proceeds from the issuance and sale of the Offered Securities, together with the borrowings under the New Credit Facility borrowed on the Closing Date, will be used to repay all outstanding borrowings under the Fifth Amended and Restated Credit Agreement, dated as of October 27, 2006, as amended (the "Existing Credit Agreement"), among the Company, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto. The entering into of the New Credit Facility and the repayment of all outstanding borrowings under the Existing Credit Agreement, as described in the General Disclosure Package, are hereinafter collectively referred to herein as the “Transaction Documents"Credit Facility Transactions.”" Each of the Company and each of the Guarantors hereby agrees with the several Underwriters as follows:

Introductory. LYB International Finance III, LLC, a Delaware limited liability company Onyx Acceptance Financial Corporation (the “Issuer”"Company") and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands proposes to cause Onyx Acceptance Grantor Trust 1997-3 (the “Company”), proposes "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and WMerr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters & ▇mit▇ ▇▇▇orporated (the “Representatives”"Underwriter") in connection with ____% Auto Loan Pass-Through Certificates, Series 1997-3 (the offering and sale of the Securities"Certificates"). The Securities Certificates will be issued pursuant to a Pooling and Servicing Agreement between the base indenture Company, as Seller, Onyx Acceptance Corporation as Servicer (the "Servicer" or "Onyx"), Bankers Trust Company as Trustee (the "Trustee"), dated as of October 10September 1, 20191997 (the "Pooling and Servicing Agreement"). Pursuant to an insurance and reimbursement agreement (the "Insurance Agreement") among the Company, as supplemented through Onyx Acceptance Corporation, the Closing Trustee and Capital Markets Assurance Corporation ("the Insurer"), the Insurer has issued its surety bond (the "Surety Bond") to the Trustee for the benefit of the Certificateholders guaranteeing timely payment of interest and principal on the Certificates. The assets of the Trust will include, among other things, (i) a pool (the "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light- duty trucks (the "Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as defined below) (hereinafter defined), such Contracts to be sold to the “Base Indenture,” Trust by the Seller and as supplemented serviced by (i) the supplemental indenture dated May 17Servicer, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate Surety Bond, (iii) security interests in the “Officer’s Certificate”Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, (iv) to be dated as all amounts on deposit in the Collection Account, (v) the right of the Closing Date Company to cause Onyx to repurchase certain Contracts under certain circumstances, and (as defined belowvi) establishing the terms all proceeds of the Securities, the “Indenture”)foregoing. The Notes Certificates will be issued only in bookan aggregate principal amount of $___________ which is equal to the sum of $___________ outstanding principal balance of Contracts as of September 1, 1997 (the "Cut-entry form Off Date"). Capitalized terms used herein and not otherwise herein defined shall have the meanings assigned to such terms in the name of Cede & Co.Pooling and Servicing Agreement. The Company hereby agrees with the Underwriter, as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”follows:

Introductory. LYB International Finance IIICapital One Auto Receivables, LLC, a Delaware limited liability company (the “IssuerSeller”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Capital One Auto Finance, Inc., a public company with limited liability Texas corporation, (naamloze vennootschap) in the country of The Netherlands (the “CompanyCOAF”), proposes to issue confirm their agreement with the Representatives and sell to the several other underwriters named in Schedule A hereto the applicable Terms Agreement (collectively, the “Underwriters”), acting severally and not jointly, ) as follows: The Seller proposes to sell to the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount Underwriters the notes of the Issuer’s 6.150% Guaranteed Notes due 2035 classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”), . The Notes are to be fully and unconditionally guaranteed on issued by Capital One Prime Auto Receivables Trust 2007-1, a senior unsecured basis by the Company Delaware statutory trust (the “Guarantees” and, together with Issuer”) under the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters Indenture (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be ), dated as of the Closing Date Date, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (as defined below) establishing the terms of the Securities, the “IndentureIndenture Trustee”). The Notes will be issued only in book-entry form in collateralized by the name Trust Estate (as defined below). The assets of Cede & Co., as nominee of The Depository Trust Company the Issuer (the “DTCTrust Estate”). This agreement ) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-4 Notes (the “Interest Rate Swap Agreement”). The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-142062), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement are hereinafter referred to as the “Transaction DocumentsProspectus.”

Introductory. LYB International Finance IIIUnited Rentals (North America), LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) U.S. $500,000,000 aggregate 1,000,000,000 principal amount of the Issuer’s 6.150% Guaranteed its 6½% Senior Notes due 2035 2012 (the “Notes”), to . The Notes will be fully and unconditionally guaranteed (each, a “Guaranty”) on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “GuaranteesSubsidiary Guarantors” and, together with the NotesHoldings, the “SecuritiesGuarantors”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives The Notes will also be guaranteed by each subsequently organized domestic subsidiary of the several Underwriters Company that becomes a guarantor pursuant to the Indenture (the “Representatives”) in connection with the offering and sale of the Securitiesas hereinafter defined). The Securities Notes will be issued pursuant to the base under an indenture dated as of October 10February 17, 2019, as supplemented through the Closing Date (as defined below) 2004 (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023”), among the IssuerCompany, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Guarantors and The Bank of New York Mellon Trust Company, N.A.York, as trustee (the “Trustee”) ). The Notes and the Guaranties are together referred to as the “Offered Securities”. The United States Securities Act of 1933 is herein referred to as the “Securities Act”. Concurrently with the consummation of the issue and sale of the Offered Securities (the “Supplemental Offering”), the Company will enter into an amended and restated credit agreement (the “Amendment and Restatement”) dated as of April 20, 2001 (as amended, the “Amended and Restated Credit Agreement”) among Holdings, the Company, certain of the Company’s Canadian subsidiaries, the lenders party thereto, JPMorgan Chase Bank, as U.S. Administrative Agent, JPMorgan Chase, Toronto Branch, as Canadian Administrative Agent, and Bank of America, N.A., as Collateral Agent. The Company will use the proceeds of the Notes to purchase in the tender offer, pursuant to the offer to purchase, dated January 16, 2004, (the “Tender Offer”) up to $860,000,000 principal amount of its 10¾% Senior Notes due 2008 issued by the Company under two indentures dated April 20, 2001 and December 24, 2002 (the “10¾% Notes”). Prior to the consummation of the issue and sale of the Offered Securities, the Company will issue and sell (the “Senior Subordinated Notes Offering”) up to $375,000,000 aggregate principal amount of senior subordinated notes. The Company will use the proceeds of the Senior Subordinated Notes Offering to redeem (the “9¼% Redemption”) $300,000,000 principal amount of 9¼% Senior Subordinated Notes due 2009 issued by the Company in May 1998 (the “9¼% Notes”), at the redemption price set forth in the indenture for 9¼% Notes and otherwise in accordance in all respects with such indenture. In addition, following consummation of the issue and sale of the Offered Securities the Company plans to use the remaining proceeds from the Senior Subordinated Notes Offering together with funds available under the Amended and Restated Credit Agreement to redeem (the “9% Redemption”, and together with the 9¼% Redemption, the “Redemption”), during the first redemption period, $250,000,000 principal amount of 9% Senior Subordinated Notes due 2009 (the “9% Notes”) issued by the Company in March 1999. The Amendment and Restatement, the Tender Offer and the Redemption are collectively referred to herein as the “Transactions.” The obligation of the Company to sell to the several Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents (the “Consents”) from the lenders required to effect the Amendment and Restatement. This Agreement, the Registration Rights Agreement (as hereinafter defined), the Indenture, the Notes and the Guaranties are referred to herein as the “Operative Documents”. Holders (including subsequent transferees) of the Offered Securities will be entitled to the benefit of a Registration Rights Agreement dated the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Purchasers, pursuant to which the Company and the Guarantors will be obligated to file with the Securities and Exchange Commission (the “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act registering an issue of senior notes of the Company guaranteed by the Guarantors (the “Exchange Securities”), which shall be identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the “Registered Exchange Offer”) and (ii) under certain circumstances specified in the Officer’s Certificate Registration Rights Agreement, a shelf registration statement (the “Officer’s CertificateShelf Registration Statement”) pursuant to be dated as of Rule 415 under the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”)Securities Act. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to Guarantors jointly and severally agree with the several Purchasers as the “Transaction Documents.”follows:

Introductory. LYB International Finance III, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC ("BAS" or the several underwriters named "Underwriter") approximately $564,610,876 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”), acting severally and not jointly, "Offered Certificates") having the respective amounts Initial Class Certificate Balances or Initial Notional Amounts set forth in such Schedule A of $500,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”precise Initial Class Certificate Balances or Initial Notional Amounts), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and. The Offered Certificates, together with the NotesClass 4-B-4, 4-B-5, 4-B-6, X-B-4, X-B-5 and X-B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 120 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated September 27, 2007, by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the “Securities”Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed The Certificates are to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture a pooling and servicing agreement, dated as of October 10September 27, 2019, as supplemented through the Closing Date (as defined below) 2007 (the “Base Indenture,” "Pooling and as supplemented by (i) the supplemental indenture dated May 17, 2023Servicing Agreement"), among the Issuer, the Company, Computershare Trust Companyas depositor, N.A.U.S. Bank National Association, as base trustee (as successor to Wthe "Trustee") and ▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee master servicer (the “Trustee”"Master Servicer") and as securities administrator (the “Supplemental Indenture”) "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and (ii) Servicing Agreement, this Agreement, the Officer’s Certificate (Mortgage Loan Purchase Agreement and the “Officer’s Certificate”) purchase agreement, to be dated as of the Closing Date (as defined below) establishing the terms of the SecuritiesSeptember 27, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co.2007, by and between BAS, as nominee of The Depository Trust purchaser, and the Company (the “DTC”). This agreement (the “"Purchase Agreement”), the Indenture and the Notes ") are hereinafter collectively referred to herein as the “Transaction "Basic Documents.”" Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Introductory. LYB International Finance IIIiPCS, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes proposes, upon the terms and subject to the conditions of this Agreement to issue and sell to the several underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 300,000,000 aggregate principal amount of the IssuerCompany’s 6.150% Guaranteed First Lien Senior Secured Floating Rate Notes due 2035 2013 (the “First Lien Notes”) and $175,000,000 aggregate principal amount of the Company’s Second Lien Senior Secured Floating Rate Notes due 2014 (the “Second Lien Notes”, and together with the First Lien Notes, the “Notes”), . The Company’s obligations with respect to the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives ) on a senior secured basis by each of the several Underwriters Company’s direct and indirect domestic subsidiaries (the “Representatives”) in connection Guarantors” and, together with the offering and sale of Company, the Securities“Issuers”). The Securities First Lien Notes will be issued pursuant to the base indenture an indenture, dated as of October 10April 23, 2019, as supplemented through the Closing Date (as defined below) 2007 (the “Base First Lien Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023”), among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, Issuers and U.S. Bank National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “First Lien Trustee”) ). The Second Lien Notes will be issued pursuant to an indenture, dated as of April 23, 2007 (the “Supplemental Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”) ), among the Issuers and (ii) the Officer’s Certificate U.S. Bank National Association, as trustee (the “Officer’s CertificateSecond Lien Trustee” and, together with the First Lien Trustee, the “Trustees”) ). The Issuers’ obligations with respect to the First Lien Notes and the related Guarantees will be dated secured by a first priority lien on the Collateral (as of defined in the Closing Date Pricing Disclosure Package (as defined below)) establishing pursuant to a first lien security agreement, dated as of April 23, 2007 (the terms “First Lien Security Agreement”), for the benefit of the Securitiesholders of the First Lien Notes, by and among the Issuers and the First Lien Trustee, in its capacity as the First Lien Collateral Agent. The Issuers’ obligations with respect to the Second Lien Notes and the related Guarantees will be secured by a second priority lien on the Collateral (as defined in the Pricing Disclosure Package (as defined below)) pursuant to a second lien security agreement, dated as of April 23, 2007 (the “Second Lien Security Agreement” and, together with the First Lien Security Agreement, the “IndentureSecurity Agreements”), for the benefit of the holders of the Second Lien Notes, by and among the Issuers and the Second Lien Trustee, in its capacity as the Second Lien Collateral Agent. The Company intends to apply the net proceeds from the sale of the Securities and cash on hand of approximately $53.9 million to pay a dividend to stockholders of the Company (the “Dividend”) and to purchase any and all of its outstanding 11 1/2% Senior Notes due 2012 and 11 3/8% Senior Notes due 2012 (together, the “Existing Notes”) validly tendered, and accepted for purchase and payment, pursuant to the offer to purchase the Existing Notes made by the Company (together with any amendments, supplements and extensions thereof, the “Tender Offer”) and to pay any applicable consent payments relating thereto pursuant to a related solicitation of consents (together with any amendments, supplements and extensions thereof, the “Consent Solicitation) under the offer to purchase and consent solicitation statement, dated April 9, 2007 (together with any amendments and supplements thereof, the “Offer to Purchase”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”). This agreement ) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Indenture Company, the Trustee and the Depositary. The holders of the First Lien Notes will be entitled to the benefits of a registration rights agreement, dated as of April 23, 2007 (the “First Lien Registration Rights Agreement”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the First Lien Notes and guaranteed on a senior secured basis by the Guarantors (the “First Lien Exchange Securities”) to be offered in exchange for the First Lien Notes (the “First Lien Exchange Offer”) and (ii) to the extent required by the First Lien Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the First Lien Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The holders of the Second Lien Notes will be entitled to the benefits of a registration rights agreement, dated as of April 23, 2007 (the “Second Lien Registration Rights Agreement” and, together with the First Lien Registration Rights Agreement, the “Registration Rights Agreements”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Second Lien Notes and guaranteed on a senior secured basis by the Guarantors (the “Second Lien Exchange Securities” and, together with the First Lien Exchange Securities, the “Exchange Securities”) to be offered in exchange for the Second Lien Notes (the “Second Lien Exchange Offer” and, together with the First Lien Exchange Offer, the “Exchange Offer”) and (ii) to the extent required by the Second Lien Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Second Lien Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the time this Agreement is executed by the parties hereto (the “Time of Execution”). The Securities are hereinafter to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indentures, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated April 9, 2007 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 11, 2007 (the “Pricing Supplement”) a true and correct copy of which is attached as Annex II hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Transaction DocumentsPricing Disclosure Package.” Promptly after the Time of Execution, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Execution and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Execution and incorporated by reference in the Final Offering Memorandum. The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows:

Introductory. LYB International Finance IIISabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth Purchasers in such Schedule A of the aggregate U.S. $500,000,000 aggregate 2,000,000,000 principal amount of the Issuer’s 6.150its 4.500% Guaranteed Senior Secured Notes due 2035 2030 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will Notes shall be issued pursuant to under the base indenture dated as of October 10February 1, 2019, as supplemented through the Closing Date (as defined below) 2013 (the “Base Indenture,” and as supplemented by (i) ”), between the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Company and The Bank of New York Mellon Trust Company, N.A.Mellon, as trustee Trustee (the “Trustee”) as supplemented by an eighth supplemental indenture, dated September 19, 2016 (the “Eighth Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to an eleventh supplemental indenture that will be dated as of May 8, 2020, relating to the Closing Date Notes (the “Eleventh Supplemental Indenture,” and together with the Base Indenture, as defined below) establishing supplemented by the terms of Eighth Supplemental Indenture and the SecuritiesEleventh Supplemental Indenture, the “Indenture”). The Notes will be issued only in book-entry form in secured by the name of Cede & Co.Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as nominee of The Depository Trust Company common security trustee (the “DTCCommon Security Trustee”), in accordance with the Security Documents (as defined in the Third Amended and Restated Common Terms Agreement, dated as of March 19, 2020, among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein) (collectively, the “Common Terms Agreement”)). This agreement The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (the “Registration Rights Agreement”), between the Indenture Company and the Notes are hereinafter referred Purchasers, pursuant to as which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Transaction DocumentsCommission”) registering the exchange of registered notes for the Notes or resale of the Notes under the United States Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”).”

Introductory. LYB International Finance III, LLCCenveo Corporation, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A A(i) (the “Senior Initial Purchasers”) and Schedule A(ii) hereto (the “UnderwritersJunior Initial Purchasers” and, together with the Senior Initial Purchasers, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A A(i) of $500,000,000 540,000,000 aggregate principal amount of the IssuerCompany’s 6.1506.000% Guaranteed Senior Priority Secured Notes due 2035 2019 (the “Senior Priority Notes”), to be fully ) and unconditionally guaranteed on a senior unsecured basis by the Company respective amounts set forth in such Schedule A(ii) of $250,000,000 aggregate principal amount of the Company’s 8.500% Junior Priority Secured Notes due 2022 (the “Guarantees” andJunior Priority Notes”, and together with the Senior Priority Notes, the “Securities”Notes” and each a “Series” of Notes), respectively. BofA Securities, Inc. and WJ.▇. ▇▇▇▇▇▇ Fargo Securities, Securities LLC have has agreed to act as the representatives representative of the several Underwriters Initial Purchasers (the “RepresentativesRepresentative”) in connection with the offering and sale of the SecuritiesNotes. The Securities Senior Priority Notes will be issued pursuant to the base an indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Senior Priority Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) ), to be dated as of the Closing Date (as defined below) establishing ), among the terms of the SecuritiesCompany, the Guarantors (as defined below) and W▇▇▇▇ Fargo Bank, National Association, as trustee (the “IndentureSenior Trustee”). The Junior Priority Notes will be issued pursuant to an indenture (the “Junior Priority Indenture”, and together with the Senior Priority Indenture, the “Indentures”), to be dated as of the Closing Date, among the Company, the Guarantors and W▇▇▇▇ Fargo Bank, National Association, as trustee (the “Junior Trustee” , and together with the Senior Trustee, the Trustees”). The Securities (as defined below) will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”). This agreement , pursuant to a blanket letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Indenture Company, the Trustee and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed, jointly and severally, by (i) Cenveo, Inc., a Colorado corporation (“Holdings”), and each of the guarantors named in Schedule B hereto and (ii) any North American Subsidiary (as defined in the Pricing Disclosure Package) formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indentures, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Senior Priority Notes and the related Guarantees attached thereto are hereinafter herein collectively referred to as the “Transaction Documents.”Senior Priority Securities” and the Junior Priority Notes and the related Guarantees attached thereto are herein collectively referred to as the

Introductory. LYB International Finance IIISunnova Sol Issuer, LLC (the “Issuer”), a Delaware limited liability company, proposes, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), the 3.35% Solar Asset Backed Notes, Series 2020-1, Class A (the “Class A Notes”) and the 5.54% Solar Asset Backed Notes, Series 2020-1, Class B (the “Class B Notes” and together with the Class A Notes, the “Notes”), in the Initial Outstanding Note Balances set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). On the Closing Date, Sunnova Sol Holdings, LLC, a Delaware limited liability company (“Sunnova Sol Holdings”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Sol Depositor, LLC, a Delaware limited liability company (the “IssuerDepositor”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., the Issuer will enter into a public company with limited liability (naamloze vennootschap) in the country of The Netherlands sale and contribution agreement (the “CompanyContribution Agreement”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10the Closing Date, 2019pursuant to which: (i) Sunnova Sol Holdings will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova Sol Holdings; and (iii) the Issuer will acquire the Conveyed Property from the Depositor. The Notes are to be issued under an indenture, dated as supplemented through of the Closing Date (as defined below) (the “Base Indenture,” ”), by and as supplemented by (i) between the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to WIssuer and ▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust CompanyAssociation (“▇▇▇▇▇ Fargo”), N.A.a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”) ). Pursuant to the Indenture, the Issuer will pledge the Trust Estate (including the “Supplemental Indenture”) Conveyed Property and (ii) the Officer’s Certificate (rights and remedies under the “Officer’s Certificate”Contribution Agreement) to be the Indenture Trustee for the benefit of the Noteholders to secure the Notes. Pursuant to a transaction management agreement, dated as of the Closing Date Date, by and between the Issuer and Sunnova TE Management II, LLC (as defined below) establishing “Sunnova Management”), Sunnova Management will provide certain administrative, collection and other management services to the terms Issuer and in respect of the SecuritiesManaging Members and the interest, rights and obligations thereof. Finally, in connection with the transaction, Sunnova Energy will deliver a performance guaranty, dated as of the Closing Date, in favor of the Issuer and the Indenture Trustee for the benefit of the Noteholders. The Issuer, Depositor and Sunnova Energy are referred to herein as a “Sunnova NPA Party” and collectively, the “IndentureSunnova NPA Parties”). The Notes will be issued only in book-entry form in Sunnova NPA [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the name of Cede & Co.company if publicly disclosed. Parties, as nominee of The Depository Trust Company and together with Sunnova Management, Sunnova TE Management III, LLC (the “DTC”). This agreement (the “AgreementSunnova TE Management”), Sunnova Sol Holdings, Sunnova Intermediate Holdings, each Managing Member and each Project Company are referred to herein as a “Sunnova Entity” and collectively, the Indenture “Sunnova Entities”. The Securities Act of 1933, as amended, and the Notes are hereinafter rules and regulations promulgated thereunder, is herein referred to as the “Transaction DocumentsSecurities Act”. Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in the “Standard Definitions” attached as Annex A to the Indenture.”

Introductory. LYB International Finance IIISabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth Purchasers in such Schedule A of $500,000,000 the aggregate U.S.$2,000,000,000 principal amount of the Issuer’s 6.150its 5.750% Guaranteed Senior Secured Notes due 2035 2024 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will Notes shall be issued pursuant to the base under an indenture dated as of October 10February 1, 2019, as supplemented through the Closing Date (as defined below) 2013 (the “Base Indenture,” and as supplemented by (i) ”), between the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Company and The Bank of New York Mellon Trust Company, N.A.Mellon, as trustee Trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Closing Date Notes (as defined below) establishing the terms of “Fourth Supplemental Indenture”, and together with the SecuritiesBase Indenture, the “Indenture”). The Notes will be issued only in book-entry form in secured by the name of Cede & Co.Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as nominee of The Depository Trust Company common security trustee (the “DTCCommon Security Trustee”). This agreement , in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Indenture Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes are will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter referred to as defined) between the Company and the Purchasers (the “Transaction Documents.Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:

Introductory. LYB International Finance IIION Semiconductor Corporation, a Delaware corporation (the "COMPANY"), and Semiconductor Components Industries, LLC, a Delaware limited liability company (the “Issuer”) and a wholly owned indirect subsidiary of LyondellBasell Industries N.V.the Company ("SCI LLC," and together with the Company, a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”"ISSUERS"), proposes propose, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate "PURCHASERS") U.S.$200,000,000 principal amount of the Issuer’s 6.150their 12% Guaranteed Senior Secured Notes due 2035 2010 (the “Notes”"OFFERED SECURITIES"), to be fully and unconditionally guaranteed on a senior unsecured basis by issued under an indenture, dated as of March 3, 2003 (the "INDENTURE"), among the Issuers, the subsidiaries of the Company listed on the signature pages hereof, as guarantors (collectively, the "GUARANTORS") and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as trustee (the “Guarantees” "TRUSTEE"). The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers and the Guarantors will agree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Issuers' 12% Senior Secured Notes in a like aggregate principal amount as the Issuers issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Guarantees (as defined below) thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the NotesExchange Offer Registration Statement, the “Securities”)"REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. BofA Securities, Inc. The Offered Securities and W▇▇▇▇ Fargo Securities, LLC have agreed Exchange Securities are referred to act collectively as the representatives "SECURITIES". The Offered Securities and the guarantees of the several Underwriters Guarantors relating to the Offered Securities (the “Representatives”"GUARANTEES") in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10be, 2019, as supplemented through on the Closing Date (as defined belowhereinafter defined) or within a commercially reasonable time thereafter, secured on a first-priority basis by certain collateral (the “Base Indenture,” "COLLATERAL") as described in the Offering Memorandum, and as supplemented by will be more fully described in and pursuant to (i) the supplemental indenture dated May 17, 2023, Collateral Sharing Agreement (the "COLLATERAL SHARING AGREEMENT") to be entered into among the IssuerIssuers, the Company, Computershare Trust Company, N.A.JPMorgan Chase Bank, as base trustee collateral agent (as successor to W▇▇▇▇ Fargo Bank, National Associationthe "COLLATERAL AGENT ") and The Bank of New York Mellon Trust Companythe Trustee, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate Amended and Restated Credit Agreement (as defined below), (iii) a certain Pledge Agreement (the “Officer’s Certificate”"PLEDGE AGREEMENT"), (iv) a certain Security Agreement (the "SECURITY AGREEMENT"), (v) certain Uniform Commercial Code financing statements (the "FINANCING STATEMENTS"), (vi) a certain Collateral Assignment (the "COLLATERAL ASSIGNMENT"), (vii) a certain Deed of Trust with respect to the Company's Maricopa, Arizona facility (the "AZ MORTGAGE") and (viii) a certain Mortgage with respect to the Company's East Greenwich, Rhode Island facility (the "RI MORTGAGE," and together with the AZ Mortgage, the "MORTGAGES" ), each relating to SCI LLC's existing credit agreement which is being amended and restated as described below, and each to be dated as of amended by the Closing Date Issuers and the Bank Lenders (as defined below) establishing on or prior to the terms closing of the sale of the Offered Securities pursuant to this Agreement to provide for the granting of a first-priority security interest in the Collateral for the benefit of the holders of the Offered Securities and the Bank Lenders (as defined below) on an equal and ratable basis (collectively, as so amended, the "SECURITY DOCUMENTS"). The offering of the Offered Securities is part of the refinancing transactions ("REFINANCING TRANSACTIONS") as described in the Offering Memorandum, pursuant to which an Amendment and Restatement Agreement dated as of February 14, 2003 (the "Amendment and Restatement Agreement") was entered into by the Issuers and certain lenders in connection with the Credit Agreement, dated as of August 4, 1999, as amended and restated as of April 3, 2000 (as further amended, supplemented or otherwise modified from time to time, and together with the Amendment and Restatement Agreement, the "AMENDED AND RESTATED CREDIT AGREEMENT") by the Issuers with certain syndicate lenders. Pursuant to the Amendment and Restatement Agreement, which will have become effective on or prior to the closing of the sale of the Offered Securities pursuant to this Agreement, and the Collateral Sharing Agreement and the Security Documents, such syndicate lenders (collectively, the "BANK LENDERS") will share a first-priority security interest in the Collateral equally and ratably with the holders of the Securities, . Each of the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture Issuers and the Notes are hereinafter referred to Guarantors hereby agrees with the several Purchasers as the “Transaction Documents.”follows:

Introductory. LYB International Finance III, LLCRayovac Corporation, a Delaware limited liability company Wisconsin corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A hereto (the “Underwriters”"Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 350,000,000 aggregate principal amount of the Issuer’s 6.150Company's 8 1/2% Guaranteed Senior Subordinated Notes due 2035 2013 (the “"Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”"). BofA SecuritiesBanc of America Securities LLC, Citigroup Global Markets Inc. and W▇▇▇▇ Fargo Securities, LLC ABN AMRO Incorporated have agreed to act as the representatives of the several Underwriters (the “Representatives”) Initial Purchasers in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”)Notes. The Notes will be issued only pursuant to an indenture, to be dated as of September 30, 2003 (the "Indenture"), among the Company, the guarantors named in the Indenture (including ROV Holding, Inc., a Delaware Corporation, and Rovcal Inc., a California Corporation; each of ROV Holding, Inc. and Rovcal Inc. a "Guarantor and together the "Guarantors") and U.S. Bank Trust National Association, as trustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”"Depositary") pursuant to a DTC Agreement, to be dated as of the Closing Date (as defined in Section 2) (the "DTC Agreement"), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of September 30, 2003 (the "Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchasers, pursuant to which each of the Company and the Guarantors will agree to file, within 90 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities under the Securities Act. The payment of principal, of premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by (i) the Guarantors and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees (the "Guarantees"). This agreement (the “Agreement”), the Indenture The Notes and the Notes Guarantees attached thereto are hereinafter herein collectively referred to as the “Transaction Documents"Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". The Notes are being issued as part of the financing of the Company's acquisition (the "Acquisition") of all of the membership interests of Remington Products Company, L.L.C., a Delaware limited liability company ("Remington"). In connection with the Acquisition, the Company will: (i) enter into an agreement (the "Amended Credit Agreement") with lenders under its Third Amended and Restricted Credit Agreement (the "Existing Credit Agreement") dated as of October 1, 2002 to, among other things, increase the borrowing available under the Existing Credit Agreement by $50,000,000 and (ii) make tender offers (the "Tender Offers") to acquire Remington and Remington Capital Corp.'s existing 11% Series B Senior Subordinated Notes due 2006 (the "Series B Notes") and 11% Series D Senior Subordinated Notes due 2006 (the "Series D Notes"). The Acquisition, the Amended Credit Agreement and the Tender Offers are hereinafter collectively referred to as the "Concurrent Transactions.”" References in this Agreement to subsidiaries of the Company shall be deemed to include Remington and each of its subsidiaries. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (as amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S") thereunder).

Introductory. LYB International Finance IIIUnited Rentals (North America), LLCInc., a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) for whom you are acting as representative (the “Representative”) to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of Underwriters $500,000,000 aggregate 1,000,000,000 principal amount of the Issuer’s 6.150its 4.625% Guaranteed Senior Secured Notes due 2035 2023 (the “Notes”), to . The Notes will be fully and unconditionally guaranteed (each, a “Guaranty”) on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “GuaranteesSubsidiary Guarantors” and, together with the NotesHoldings, the “SecuritiesGuarantors”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives The Notes will also be guaranteed by each subsequently organized domestic subsidiary of the several Underwriters Company that becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Notes will be issued under an indenture, dated as of March 26, 2015 (the “RepresentativesIndenture”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023), among the IssuerCompany, the Company, Computershare Trust Company, N.A., as base trustee (as successor to WGuarantors and ▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and as collateral agent (the “Supplemental IndentureNotes Collateral Agent”) ). The Notes and (ii) the Officer’s Certificate Guarantees are together referred to as the “Offered Securities”. Substantially concurrently with the issuance of the Offered Securities, the Company will issue and sell to the several Underwriters $800,000,000 principal amount of its 5.500% Senior Notes due 2025 (the “Officer’s CertificateSenior Notes”) ). Pursuant to the terms of the Indenture, the Company and the Guarantors will be dated as of required, on the Closing Date (as defined below) establishing the terms herein), to enter into each of the SecuritiesNotes Collateral Documents (as defined in the General Disclosure Package) and cause the Notes Collateral Agent, for the benefit of the holders of the Notes, to be granted valid and perfected liens on the Collateral (as defined in the General Disclosure Package) in order to secure the obligations of the Company and the Guarantors under the Notes and the Indenture. On the Closing Date, the “Indenture”). The Notes Collateral Agent, on behalf of the holders of the Notes, will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This enter into a joinder agreement (the “Joinder”) to the Intercreditor Agreement, dated March 9, 2012 (the “Intercreditor Agreement”), among the Notes Collateral Agent, the Trustee and the agent under the Company’s Amended and Restated Credit Agreement, dated as of October 14, 2011, among Holdings, the Company, certain subsidiaries of the Company and the lenders referred to therein (as amended on December 16, 2011 and June 28, 2013, the “Credit Agreement”), and the Joinder will be acknowledged by the Company and the Guarantors. This Agreement, the Indenture and the Notes Offered Securities are hereinafter referred to herein as the “Transaction Operative Documents.”. The Company and the Guarantors jointly and severally agree with the several Underwriters as follows: For purposes of this Underwriting Agreement (this “Agreement”):

Introductory. LYB International Finance III, LLCSunoco LP, a limited partnership organized under the laws of the State of Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 800,000,000 aggregate principal amount of the Issuer’s 6.150Issuers’ 4.5% Guaranteed Senior Notes due 2035 2029 (the “Notes”), to be fully . Credit Suisse Securities (USA) LLC and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Barclays Capital Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters Initial Purchasers (collectively, the “Representatives”) in connection with the offering and sale of the SecuritiesNotes. The Securities (as defined below) will be issued pursuant to the base indenture an indenture, to be dated as of October 10November 24, 20192020 (the “Indenture”), as supplemented through among the Closing Date Issuers, the Guarantors (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, U.S. Bank National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”). This agreement , pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of November 24, 2020 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Representatives, on behalf of each of the Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” In connection with the offering and sale of the Securities, Sunoco will conduct a cash tender offer for any and all tenders of the Issuers’ 4.875% Senior Notes due 2023 upon the terms and subject to the conditions set forth in that certain Offer to Purchase dated November 9, 2020. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture and the Notes are hereinafter referred to herein as the “Transaction Documents.” The issuance and sale of the Notes, the issuance of the Guarantees and the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire the Securities shall be deemed to have agreed that the Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 9, 2020 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 9, 2020, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. LYB International Finance III, LLCPPL Corporation, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands Pennsylvania corporation (the “Company”), and PPL Capital Funding, Inc., a Delaware corporation (“PPL Capital Funding” and together with the Company, the “Issuers”), propose to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, an aggregate of 20,000,000 Equity Units (the “Underwritten Securities”), the terms of which are set forth on Schedule A. Additionally, the Company proposes to issue and sell to the several underwriters named Underwriters, for the sole purpose of covering over-allotments in Schedule A hereto connection with the sale of the Underwritten Securities, at the option of the Underwriters, up to an additional 3,000,000 Equity Units (the “UnderwritersOption Securities”), acting severally . The Underwritten Securities and not jointly, any Option Securities are herein referred to as the respective amounts set forth “Securities”. Each Equity Unit will initially consist of (a) a 1/20 or 5% undivided beneficial ownership interest in such Schedule A of $500,000,000 aggregate 1,000 principal amount of the IssuerPPL Capital Funding’s 6.1504.625% Guaranteed Junior Subordinated Notes due 2035 2018 (the “Notes”) guaranteed by the Company and (b) a stock purchase contract (a “Purchase Contract”) under which the holder of the Equity Unit will purchase from the Company on July 1, 2013, for an amount in cash equal to the stated amount per Security of $50 (the “Stated Amount”), to be fully and unconditionally guaranteed on a senior unsecured basis by number of shares of common stock, par value $0.01 per share, of the Company (the “GuaranteesCommon Stock”), as set forth in such Purchase Contract. The Notes and the Guarantees will be issued pursuant to an Indenture (the “Base Indenture”), as amended by a Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture” and, together with the NotesBase Indenture, the “SecuritiesIndenture”), including the subordinated guarantees set forth therein (the “Guarantees”), among PPL Capital Funding, the Company and The Bank of New York Mellon, as trustee (the “Indenture Trustee”). BofA Securities, Inc. In accordance with the terms of a Purchase Contract and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters Pledge Agreement (the “RepresentativesPurchase Contract and Pledge Agreement”) in connection with to be entered into among the offering and sale Company, The Bank of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019New York Mellon, as supplemented through the Closing Date (as defined below) Purchase Contract Agent (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National AssociationPurchase Contract Agent”) and The Bank of New York Mellon Trust Company, N.A.Mellon, as trustee Collateral Agent (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “AgreementCollateral Agent”), the Indenture holders of the Equity Units will pledge the Notes to secure the holders’ obligations to purchase Common Stock under the Purchase Contracts. The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement. The Purchase Contracts and the Notes Purchase Contract and Pledge Agreement are hereinafter herein collectively referred to as the “Transaction DocumentsUnits Agreements”. The Purchase Contracts together with the related Notes are herein referred to as “Corporate Units”. A holder of Corporate Units, at its option, may elect to create “Treasury Units” by substituting pledged U.S. treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units. The Issuers have filed with the Securities and Exchange Commission (the “Commission”) a joint automatic shelf registration statement on Form S-3 (Nos. 333-158200 and 333-158200-03), including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Securities under the Securities Act. Promptly after the date of this Agreement, the Company and PPL Capital Funding will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Securities that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company, PPL Capital Funding and the Representatives) and includes the documents incorporated by reference therein pursuant to Item 12 of Form S-3 is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. LYB International Finance III, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC ("BAS" or the several underwriters named "Underwriter") $479,549,013 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”), acting severally and not jointly, "Offered Certificates") having the respective amounts aggregate initial Class Certificate Balances set forth in such Schedule A of $500,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), precise initial Class Certificate Balance within such range to be fully and unconditionally guaranteed on a senior unsecured basis determined by the Company (the “Guarantees” andin its sole discretion). The Offered Certificates, together with six classes of subordinate certificates (the Notes"Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 240 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated January 31, 2006, by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the “Securities”Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed The Certificates are to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture a pooling and servicing agreement, dated as of October 10January 31, 2019, as supplemented through the Closing Date (as defined below) 2006 (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023"Pooling Agreement"), among the Issuer, the Company, Computershare Trust Companyas depositor, N.A., as base trustee (as successor to W▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the "Master Servicer") and as securities administrator (the "Securities Administrator"), and U.S. Bank National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “"Trustee”) ("). The Offered Certificates will be issued in the “Supplemental Indenture”) denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and (ii) the Officer’s Certificate (the “Officer’s Certificate”) purchase agreement, to be dated as of the Closing Date (as defined below) establishing the terms of the SecuritiesJanuary 31, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co.2006, between BAS, as nominee of The Depository Trust purchaser and the Company (the “DTC”). This agreement (the “"Purchase Agreement”), the Indenture and the Notes ") are hereinafter collectively referred to herein as the “Transaction "Basic Documents.”" Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Introductory. LYB International Finance III, LLC, a Delaware limited liability company (the “Issuer”a) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands Compagnie Générale de Géophysique (the “Company”), proposes a société anonyme incorporated under the laws of France and registered at the Evry Commercial Registry under Number B 969 202 241 (69B00224), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth ) U.S.$165,000,000 in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150its 71/2% Guaranteed Senior Notes due 2035 2015 (the “Notes” or “Securities”) to be issued under the indenture, dated 28 April 2005 (the “Indenture”), to be fully and unconditionally guaranteed on a senior unsecured basis by among the Company (the “Guarantees” and, together with the NotesCompany, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date Guarantors (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo JPMorganChase Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) ), such Notes representing a single series of securities with and having the same terms and conditions as, the U.S.$165,000,000 aggregate principal amount of the 71/2% Senior Notes due 2015 issued on 28 April 2002 (the “Supplemental IndentureInitial Securities”). (b) The Securities may be sold by the Purchasers pursuant to Regulation S (“Regulation S”) and (ii) under the Officer’s Certificate U.S. Securities Act of 1933, as amended (the “Officer’s CertificateSecurities Act”) to investors outside of the United States of America and pursuant to Rule 144A (“Rule 144A”) under the Securities Act to qualified institutional buyers in the United States of America. (c) Application has been made to list the Notes on the Euro MTF Market of the Luxembourg Stock Exchange. The Company’s obligations under the Securities, including the due and punctual payment of interest on the offered Securities, shall be unconditionally guaranteed pursuant to the Indenture (each a “Guarantee", and collectively, the “Guarantees”) on a senior basis by each of the Company’s subsidiaries indicated as Guarantors on Schedule B hereto (together, the “Guarantors”). The holders of the Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date date hereof among the Company and the Purchasers (as defined belowthe “Registration Rights Agreement”) establishing in substantially the terms form of Exhibit A hereto, pursuant to which the Company agrees to file a registration statement (the “Exchange Offer/Shelf Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) registering the exchange of a new series of 71/2% Senior Notes due 2015 of the SecuritiesCompany and the guarantees of the new series of 71/2% Senior Notes due 2015 of the Company (such notes and guarantees of such notes, the “Exchange Securities”) for the Securities and/or the resale of the Securities under the Securities Act. Capitalised terms not otherwise defined herein shall have the meaning ascribed to such terms in the Indenture”). The Notes will be issued only in book-entry form in Company hereby agrees with the name of Cede & Co., several Purchasers as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”follows:

Introductory. LYB International Finance III, LLCDIMAC Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of "Purchasers") $500,000,000 100,000,000 aggregate principal amount of the Issuer’s 6.150its 12-1/2% Guaranteed Senior Subordinated Notes due 2035 Due 2008 (the “Notes”"Offered Securities"), to . The Offered Securities will be fully and unconditionally guaranteed on a senior unsecured subordinated basis (the "Subsidiary Guaranties") by each domestic subsidiary of the Company signatory hereto (the "Subsidiary Guarantors"). The Offered Securities will be issued under an indenture dated as of October 15, 1998 (the "Indenture"), among the Company, the Subsidiary Guarantors and Wilmington Trust Company, as trustee (the "Trustee"). The United States Securities Act of 1933 is herein referred to as the "Securities Act." The Offered Securities are being issued and sold in connection with a Refinancing (as defined below) by the Company pursuant to which the Company intends to (i) purchase $100.0 million outstanding 11-5/8% Senior Notes Due 2002 (the “Guarantees” and"AmeriComm Senior Notes") of AmeriComm Direct Marketing, together with the NotesInc., the “Securities”("ADMI"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives a subsidiary of the several Underwriters Company, through a tender offer and consent solicitation (the “Representatives”"Tender Offer and Consent Solicitation"), (ii) purchase 12-1/2% Senior Notes Due 2003 (the "AmeriComm Holdings Senior Notes") of AmeriComm Holdings, Inc., a subsidiary of the Company, (iii) repay senior bank indebtedness of ADMI under its existing credit agreement, (iv) reduce its amount of revolving loans outstanding under its senior secured credit agreement and (v) pay certain fees and expenses incurred in connection with the offering and sale of the Securities. The Offered Securities will be issued pursuant to and the base indenture dated as of October 10Tender Offer and Consent Solicitation (collectively, 2019, as supplemented through together with the Closing Date (as defined below) (the “Base Indenture,” Tender Offer and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the IssuerConsent Solicitation, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”"Refinancing"). The Notes will be issued only in book-entry form in Company hereby agrees with the name of Cede & Co., several Purchasers as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”follows:

Introductory. LYB International Finance III, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through On the Closing Date (as defined below) ), United Service Technologies Limited, a British Virgin Islands corporation (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17"UNISERV"), 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to WSupply Solutions Limited, a British Virgin Islands corporation ("SUPPLY SOLUTIONS"), pursuant to the Merger (as defined below), will enter into, with each of Credit Suisse First Boston International ("CSFBI") and Bear ▇▇▇▇▇▇▇ Fargo BankInternational Limited ("BSIL"), National Associationcertain option and loan transactions (the "COLLAR TRANSACTIONS") covering initially 6,620,000 ordinary shares (the "ORDINARY SHARES"), no par value per share, of UTi Worldwide Inc., a British Virgin Islands corporation (the "COMPANY"), which may be increased to cover up to an additional 993,000 Ordinary Shares pursuant to the terms of the Collar Transactions. In connection with hedging its exposure under the Collar Transactions, CSFBi and BSIL, or their respective affiliates (collectively, the "DEALERS") propose to borrow and sell to the several Underwriters named in Schedule I hereto (the "UNDERWRITERS") 5,743,000 Ordinary Shares (the "FIRM SECURITIES") and The Bank of New York Mellon Trust Company, N.A., as trustee up to an additional 861,000 Ordinary Shares (the “Trustee”"OPTIONAL SECURITIES") if the Underwriters exercise their option to cover over-allotments in connection with the underwritten offering of the Firm Securities as set forth under Section 3 below. Up to 4,403,057 of the Firm Securities (the “Supplemental Indenture”"AFFILIATED LOANED SHARES") and (ii) will be borrowed from certain lenders affiliated with the Officer’s Certificate Company named in Schedule II hereto (the “Officer’s Certificate”) "AFFILIATED LENDERS"). The Firm Securities and the Optional Securities, which are to be dated as of borrowed by the Closing Date Dealers, are herein collectively called the "OFFERED SECURITIES". In addition, the Dealers will borrow from time to time an additional 877,000 (or up to 1,009,000 if the Underwriters have exercised their option to cover over-allotments in connection with the underwritten offering) Ordinary Shares (the "ADDITIONAL SECURITIES"), which the Dealers will sell under the Registration Statement (as defined below) establishing pursuant to the Registration Rights Agreement dated as of November 23, 2004, as amended by Amendment No. 1 to the Registration Rights Agreement dated as of December 17, 2004 among the Company, Uniserv and, with respect to certain provisions, the Dealers (the "REGISTRATION RIGHTS AGREEMENT"), in connection with the Collar Transactions. The Additional Securities will not be included in the offering of the Offered Securities to be underwritten by the Underwriters, and the Dealers will not sell any Additional Securities through the underwriting syndicate formed by the Underwriters to offer the Offered Securities. Uniserv will enter into the Collar Transactions to finance the payment to certain of its shareholders of Uniserv in connection with the merger (the "MERGER") of Supply Solutions and Uniserv in accordance with the Plan of Merger in terms of sections 76 to 79 of the SecuritiesInternational Business Companies Act 1984 (Cap 291) of the British Virgin Islands (the "PLAN OF MERGER"), which was approved by the sole shareholder of Supply Solutions on November 22, 2004 and by the shareholders of Uniserv on December 15, 2004, and sets out certain terms and conditions for the cancellation of Uniserv shares held by certain Uniserv shareholders (the "RESOLUTIVE CONDITIONS"). As set forth in the Plan of Merger, the “Indenture”). The Notes will be issued only in book-entry form Resolutive Condition (as defined in the name Plan of Cede & Co.Merger) relates to, as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”)among other things, the Indenture consummation of the sale of the Firm Securities contemplated in this Agreement. Uniserv, the Company and the Notes are hereinafter referred to Dealers hereby agree with the Underwriters as the “Transaction Documents.”follows:

Introductory. LYB International Finance IIISunTrust Auto Receivables, LLC, a Delaware limited liability company (the “IssuerDepositor”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V.SunTrust Bank, a public company with limited liability Georgia banking corporation (naamloze vennootschap) in the country of The Netherlands (the “CompanySunTrust”), proposes to issue confirm their agreement with the Representatives and sell to the several other underwriters named in Schedule A hereto the applicable Terms Agreement (collectively, the “Underwriters”), acting severally and not jointly, ) as follows: The Depositor proposes to sell to the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount Underwriters the notes of the Issuer’s 6.150% Guaranteed Notes due 2035 classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”), . The Notes are to be fully and unconditionally guaranteed on issued by SunTrust Auto Trust 20[ ]-[ ], a senior unsecured basis by the Company Delaware statutory trust (the “Guarantees” and, together with Issuer”) under the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters Indenture (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be ), dated as of the Closing Date Date, between the Issuer and [ ], as indenture trustee (as defined below) establishing the terms of the Securities, the “IndentureIndenture Trustee”). The Notes will be issued only in book-entry form in collateralized by the name Trust Estate (as defined below). The assets of Cede & Co., as nominee of The Depository Trust Company the Issuer (the “DTCTrust Estate”). This agreement ) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Depositor, the Issuer, SunTrust and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Depositor, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and [the Interest Rate Swap Agreement and] (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Depositor by SunTrust pursuant to the Purchase Agreement, dated as of the Closing Date, between the Depositor and SunTrust (the “Purchase Agreement”) and will be conveyed to the Issuer by the Depositor pursuant to the Sale and Servicing Agreement. [On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on one or more classes of Notes (the “Swap Agreement”).] The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Depositor has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-143513), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Transaction DocumentsProspectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. LYB International Finance III, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC ("BAS" or the several underwriters named "Underwriter") $1,156,229,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”)"Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, acting severally and not jointlywith respect to each class of Exchangeable REMIC or Exchangeable Certificates, the respective amounts Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) set forth in such Schedule A of $500,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Issuer’s 6.150% Guaranteed Notes due 2035 precise Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the “Notes”), Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be fully and unconditionally guaranteed on a senior unsecured basis determined by the Company (the “Guarantees” andin its sole discretion). The Offered Certificates, together with the NotesClass B-4, Class B-5 and Class B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 360 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated December 29, 2006 by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the “Securities”Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed The Certificates are to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture a pooling and servicing agreement, dated as of October 10December 29, 2019, as supplemented through the Closing Date (as defined below) 2006 (the “Base Indenture,” "Pooling and as supplemented by (i) the supplemental indenture dated May 17, 2023Servicing Agreement"), among the Issuer, the Company, Computershare Trust Companyas depositor, N.A.U.S. Bank National Association, as base trustee (as successor to Wthe "Trustee"), and ▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee master servicer (the “Trustee”"Master Servicer") and as securities administrator (the “Supplemental Indenture”) "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and (ii) Servicing Agreement, this Agreement, the Officer’s Certificate (Mortgage Loan Purchase Agreement and the “Officer’s Certificate”) purchase agreement, to be dated as of the Closing Date (as defined below) establishing the terms of the SecuritiesDecember 29, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co.2006, by and between BAS, as nominee of The Depository Trust purchaser, and the Company (the “DTC”). This agreement (the “"Purchase Agreement”), the Indenture and the Notes ") are hereinafter collectively referred to herein as the “Transaction "Basic Documents.”" Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Introductory. LYB International Finance IIICapital One Auto Receivables, LLC, a Delaware limited liability company (the “IssuerSeller”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Capital One Auto Finance, Inc., a public company with limited liability Texas corporation, (naamloze vennootschap) in the country of The Netherlands (the “CompanyCOAF”), proposes to issue confirm their agreement with the Representatives and sell to the several other underwriters named in Schedule A hereto the applicable Terms Agreement (collectively, the “Underwriters”), acting severally and not jointly, ) as follows: The Seller proposes to sell to the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount Underwriters the notes of the Issuer’s 6.150% Guaranteed Notes due 2035 classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”), . The Notes are to be fully and unconditionally guaranteed on issued by Capital One Auto Finance Trust 2007-B, a senior unsecured basis by the Company Delaware statutory trust (the “Guarantees” and, together with Issuer”) under the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters Indenture (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be ), dated as of the Closing Date Date, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (as defined below) establishing the terms of the Securities, the “IndentureIndenture Trustee”). The Notes will be issued only in book-entry form in collateralized by the name Trust Estate (as defined below). The assets of Cede & Co., as nominee of The Depository Trust Company the Issuer (the “DTCTrust Estate”). This agreement ) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement are hereinafter referred to as the “Transaction DocumentsProspectus.”

Introductory. LYB International Finance III▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 300,000,000 aggregate principal amount of the IssuerCompany’s 6.1507.75% Guaranteed Senior Notes due 2035 2019 (the “Notes”). RBS Securities Inc., to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”)▇.▇. BofA Securities, Inc. and W▇▇▇▇▇▇ Fargo SecuritiesSecurities LLC, UBS Securities LLC and BNP Paribas Securities Corp. have agreed to act as the representatives of the several Underwriters Initial Purchasers (the “Representatives”) in connection with the offering and sale of the SecuritiesNotes. The Securities (as defined below) will be issued pursuant to the base an indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) ), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) establishing the terms of the Securitiesand ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “IndentureTrustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”). This agreement ) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The payment of principal of, premium on, if any, and interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the Company’s subsidiaries listed on the signature page hereto (collectively, the “Initial Guarantors”) pursuant to their guarantees (the “Guarantees”). Any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the Initial Guarantors, the “Guarantors”) shall be deemed to be a Guarantor. The Notes and the Notes Guarantees attached thereto are hereinafter herein collectively referred to as the “Transaction DocumentsSecurities.” The Securities are being issued (i) to repurchase or redeem all or part of the Company’s 7¾% Senior Notes due 2013 (the “Existing Senior Notes”), (ii) to repay indebtedness outstanding under the Company’s revolving credit facility dated November 29, 2010, as amended and restated, supplemented or otherwise modified from time to time (the “Existing Credit Facility”), and/or (iii) as otherwise set forth in the Pricing Disclosure Package (as defined

Introductory. LYB International Finance IIIB&G Foods, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes agrees with Barclays Capital Inc. (“Barclays”), ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule A hereto (“Underwriters”), to issue and sell to the several underwriters named in Schedule A hereto Underwriters $400,000,000 principal amount of its 5.25% Senior Notes due 2025 (the “Underwriters2025 Notes”), acting severally and not jointly, the respective amounts ) as set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”)below, to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” andissued under an indenture, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10June 4, 2019, as supplemented through the Closing Date (as defined below) 2013 (the “Base Indenture,” and as supplemented by (i) ”), between the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) ), as supplemented by the Seventh Supplemental Indenture, dated as of April 3, 2017 (the “Seventh Supplemental Indenture”) and (ii) ), among the Officer’s Certificate (Company, the “Officer’s Certificate”) to be dated as of the Closing Date Guarantors (as defined below) and the Trustee, establishing the form and terms of the Securities2025 Notes (the Base Indenture, as supplemented by the Seventh Supplemental Indenture, the “Indenture”). The Company has previously issued $500,000,000 in aggregate principal amount of its 5.25% Senior Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company due 2025 (the “DTCExisting Notes”)) under the Indenture. This agreement The 2025 Notes constitute “Additional Notes” (as such term is defined in the “Agreement”Seventh Supplemental Indenture) under the Seventh Supplemental Indenture. Except as otherwise disclosed in the General Disclosure Package (as defined below) and the Final Prospectus (as defined below), the Indenture 2025 Notes will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture. The Company’s obligations under the 2025 Notes are hereinafter referred to as fully and unconditionally guaranteed (“Guarantees” and, together with the 2025 Notes, the “Transaction DocumentsSecurities”) as to the payment of principal, premium and interest, jointly and severally, initially by each of the Guarantors (on a senior unsecured basis) listed on the signature pages of this Agreement (each a “Guarantor” and, collectively, the “Guarantors”).”

Introductory. LYB International Finance IIICapital One Auto Receivables, LLC, a Delaware limited liability company (the “IssuerSeller”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Capital One Auto Finance, Inc., a public company with limited liability Texas corporation, (naamloze vennootschap) in the country of The Netherlands (the “CompanyCOAF”), proposes to issue confirm their agreement with the Representatives and sell to the several other underwriters named in Schedule A hereto the applicable Terms Agreement (collectively, the “Underwriters”), acting severally and not jointly, ) as follows: The Seller proposes to sell to the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount Underwriters the notes of the Issuer’s 6.150% Guaranteed Notes due 2035 classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”), . The Notes are to be fully and unconditionally guaranteed on issued by Capital One Prime Auto Receivables Trust 2007-2, a senior unsecured basis by the Company Delaware statutory trust (the “Guarantees” and, together with Issuer”) under the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters Indenture (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be ), dated as of the Closing Date Date, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (as defined below) establishing the terms of the Securities, the “IndentureIndenture Trustee”). The Notes will be issued only in book-entry form in collateralized by the name Trust Estate (as defined below). The assets of Cede & Co., as nominee of The Depository Trust Company the Issuer (the “DTCTrust Estate”). This agreement ) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-142062), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement are hereinafter referred to as the “Transaction DocumentsProspectus.”

Introductory. LYB International Finance III, LLCGulfport Energy Corporation, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally subject to the terms and not jointlyconditions stated herein, to issue and sell to the respective amounts set forth in such Schedule A of $500,000,000 aggregate several Purchasers U.S.$250,000,000 principal amount of the Issuer’s 6.150its 7.750% Guaranteed Senior Notes due 2035 2020 (“Notes”) to be issued under an indenture, dated as of October 17, 2012 (the “NotesIndenture”), to be fully and unconditionally guaranteed on a senior unsecured basis by between the Company (the “Guarantees” and, together with the NotesCompany, the “Securities”). BofA Securities, Inc. Guarantors (as defined herein) and W▇▇▇▇▇ Fargo SecuritiesBank, National Association, as Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule D hereto (the “Guarantors” and such Guarantees, the “Guarantees”). Credit Suisse Securities (USA) LLC have (“Credit Suisse”) has agreed to act as the representatives representative of the several Underwriters (the “Representatives”) Purchasers in connection with the offering and sale of the SecuritiesNotes. The Securities holders of the Notes will be issued pursuant entitled to the base indenture dated as benefits of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be a Registration Rights Agreement dated as of the Closing Date (as defined below) establishing among the terms of the SecuritiesCompany, the “Indenture”). The Notes will be issued only in book-entry form in Guarantors and the name of Cede & Co., as nominee of The Depository Trust Company Purchasers (the “DTC”). This agreement (the “Registration Rights Agreement”), pursuant to which the Indenture Company and the Guarantors agree to file with the Securities and Exchange Commission (the “Commission”) (a) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to another series of the Company’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and certain administrative terms (the “Exchange Notes”), to be offered in exchange for the Notes (the “Exchange Offer”) and (b) under certain circumstances, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act relating to the resale of the Notes and the related Guarantees. The Notes and the Guarantees are hereinafter herein collectively referred to as the “Transaction DocumentsOffered Securities” and the Exchange Notes and related Guarantees are herein collectively referred to as the “Exchange Securities.”” Each of the Company and the Guarantors hereby agrees with the several Purchasers as follows:

Introductory. LYB International Finance IIISubject to the terms and conditions contained herein, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), Company proposes to issue and sell to the several underwriters named Underwriters 1,650,000 shares of common stock and 1,650,000 redeemable warrants to purchase common stock. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representative two options to purchase up to an additional 247,500 shares of common stock and/or 247,500 warrants, respectively (hereinafter collectively referred to as the "Representative's Options," as more fully described in Schedule A hereto Section 3, with the additional shares of common stock and additional warrants being collectively referred to as the "Additional Securities"), which options to purchase shall be exercisable, in whole or in part, from time to time during the sixty (60) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the “Underwriters”), acting severally "Effective Date") by the Securities and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 Exchange Commission (the “Notes”"Commission"), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and. The 1,650,000 shares of common stock, together with the Notesadditional 247,500 shares of common stock issuable on exercise of the over-allotment option, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed is referred to act hereinafter as the representatives "Common Stock," and the 1,650,000 warrants and the 247,500 warrants issuable on exercise of the several Underwriters over-allotment option are referred to hereinafter as the "Warrants." The Common Stock and Warrants shall be offered and sold separately and traded separately on the American Stock Exchange. Each Warrant will entitle the holder to purchase one share of common stock (a "Warrant Share") at a price equal to 125% of the offering price of the Common Stock during the four year exercise period of the Warrants, subject to the Company's right of redemption. The Warrants may be redeemed by the Company commencing one year from the Effective Date of the Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of $.25 per Warrant provided the closing price for the Company's common stock is at least 175% of the exercise price of the Warrant during each day of the twenty (20) trading days immediately preceding the date of the Company's written notice of redemption; provided, that notice of any such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the Warrants shall be governed by a warrant agreement between the Company and its transfer agent (the “Representatives”) in connection with "Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the offering and sale of the SecuritiesRepresentative. The Securities will be issued pursuant Common Stock and Warrants are more fully described in the Prospectus referred to below. All references to the base indenture dated as of October 10Company below shall be deemed to include, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuerwhere appropriate, the Company's subsidiaries, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documentsif any.”

Introductory. LYB International Finance IIIAltria Group, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands Virginia corporation (the “Company”), proposes to issue and sell from time to time certain of its debt securities and warrants to purchase certain of its debt securities in an aggregate principal amount expressed in U.S. dollars or in such foreign currencies or currency units as the several underwriters named Company shall designate at the time of the offering. Such debt securities, warrants and debt securities subject to such warrants, registered under the registration statement referred to in Schedule A hereto Section 2(a), are hereinafter collectively referred to as “Registered Securities”. Registered Securities involved in any offering referred to below are hereinafter collectively referred to as “Offered Securities”, such debt securities that are Offered Securities are hereinafter referred to as “Purchased Debt Securities”, warrants to purchase debt securities that are Offered Securities are hereinafter referred to as “Debt Warrants”, debt securities issuable upon exercise of warrants that are Offered Securities are hereinafter referred to as “Warrant Debt Securities”, Purchased Debt Securities and Warrant Debt Securities are hereinafter collectively referred to as “Debt Securities” and Purchased Debt Securities and Debt Warrants are hereinafter collectively referred to as “Purchased Securities”. The Debt Securities will be issued under an Indenture, dated as of November 4, 2008 (the “UnderwritersIndenture”), acting severally between the Company, as issuer, ▇▇▇▇▇▇ ▇▇▇▇▇▇ USA Inc., a Virginia corporation and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount a wholly-owned subsidiary of the Issuer’s 6.150% Guaranteed Notes due 2035 Company (“PM USA”), as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “NotesTrustee”) and the Debt Warrants will be issued under a debt warrant agreement (the “Debt Warrant Agreement”), between the Company and a bank or trust company, as Debt Warrant Agent, specified in the applicable Terms Agreement (as defined in Section 3(a) hereof), in one or more series or issues, which may vary as to interest rates, maturities, redemption provisions, conversion provisions, exercise prices, expiration dates, selling prices, currency or currency units and other terms, with in each case all such terms for any particular Registered Securities being determined at the time of sale. Particular Purchased Securities will be sold pursuant to a Terms Agreement for resale in accordance with terms of offering determined at the time of sale. Debt Securities may be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with Guarantee”) by PM USA or any other subsidiary of the NotesCompany identified in the Terms Agreement (the “Guarantor”) (any such guaranteed Debt Securities, the “Guaranteed Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as If the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Debt Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the are Guaranteed Securities, the “Indenture”). The Notes Guarantor will be issued only in book-entry form in also enter into the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This Terms Agreement with respect thereto and will execute a guarantee agreement (the “Guarantee Agreement”), ) to evidence the Indenture and Guarantee. The firm or firms which agree to purchase the Notes Purchased Securities are hereinafter referred to as the “Transaction DocumentsUnderwriters” of such Purchased Securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the “Representatives”; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term “Representatives”, as used in this Agreement (other than in Section 2(a), the second sentence of Section 3 and in Section 6(a), where, in each case, the reference to the terms “the Representatives for each of”, “the names of any Representatives” or “through the Representatives”, as the case may be, if the Terms Agreement does not specify any representatives of the Underwriters, shall be ignored), shall mean the Underwriters.”

Introductory. LYB International Finance IIICymer, LLCInc., a Delaware limited liability company Nevada corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate "PURCHASERS") U.S.$200 million principal amount of the Issuer’s 6.150its 3.5% Guaranteed Convertible Subordinated Notes due 2035 2009 (the “Notes”"FIRM SECURITIES") and also proposes to grant to the Purchasers an option, exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of up to an additional $50 million principal amount ("OPTIONAL SECURITIES") of its 3.5% Convertible Subordinated Notes due 2009, each to be issued under an indenture, dated as of February 15, 2002 (the "INDENTURE"), to be fully and unconditionally guaranteed on a senior unsecured basis by between the Company and State Street Bank and Trust Company of California, N.A., as Trustee. The Firm Securities and the Optional Securities (which the “Guarantees” andPurchasers may elect to purchase pursuant to Section 3 hereof), together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives shares of the several Underwriters (Company's common stock into which the “Representatives”) Firm Securities and Optional Securities are convertible in connection accordance with the offering and sale of Indenture, are herein collectively called the Securities"OFFERED SECURITIES". The United States Securities will be issued pursuant to the base indenture dated as Act of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter 1933 is herein referred to as the “Transaction Documents"SECURITIES ACT.”" The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement (as hereinafter defined), pursuant to which the Company will agree to file a registration statement with the Securities and Exchange Commission (the "COMMISSION") registering the resale of the Offered Securities and the Underlying Shares (as hereinafter defined) under the Securities Act. The Company hereby agrees with the several Purchasers as follows:

Introductory. LYB International Finance IIIDiamondback Energy, LLCInc., a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands corporation (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), for whom you are acting severally as representative (the “Representative”), subject to the terms and not jointlyconditions stated herein, to issue and sell to the respective amounts set forth in such Schedule A of $500,000,000 several Purchasers U.S.$450,000,000 aggregate principal amount of the Issuer’s 6.150its 7.625% Guaranteed Senior Notes due 2035 2021 (the “Notes”), ) to be fully and unconditionally guaranteed on a senior unsecured basis by the Company issued under an indenture to be dated as of September 18, 2013 (the “GuaranteesIndenture”), among the Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo, N.A., as Trustee. The Notes will be unconditionally guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) as to the payment of principal and interest by each subsidiary listed on Schedule B attached hereto (the “Guarantors”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives The holders of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Offered Securities will be issued pursuant entitled to the base indenture dated as benefits of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) a registration rights agreement to be dated as of the Closing Date (as defined below) establishing among the terms of the SecuritiesCompany, the “Indenture”). The Notes will be issued only in book-entry form in Guarantors and the name of Cede & Co., as nominee of The Depository Trust Company Purchasers (the “DTC”). This agreement (the “Registration Rights Agreement”), pursuant to which the Indenture Company and the Guarantors will agree to file with the United States Securities and Exchange Commission (the “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act relating to another series of debt securities of the Company and the guarantee of the Guarantors under the Indenture, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantee (the “Exchange Guarantee”) to be offered in exchange for the Offered Securities (the “Exchange Offer”), and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act relating to the resale of the Offered Securities. The Exchange Notes and the Exchange Guarantee are hereinafter herein collectively referred to as the “Transaction DocumentsExchange Securities.”” Each of the Company and the Guarantors hereby jointly and severally agrees with the several Purchasers as follows:

Introductory. LYB International Finance III, LLCOmeros Corporation, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands Washington corporation (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 210,000,000 aggregate principal amount of the Issuer’s 6.150its 5.25% Guaranteed Convertible Senior Notes due 2035 2026 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Firm Securities”). BofA SecuritiesThe Company also proposes to sell to the Underwriters, Inc. upon the terms and W▇▇▇▇ Fargo Securitiesconditions set forth in Section 3 hereof, LLC have agreed up to act as the representatives an additional $31,500,000 aggregate principal amount of the several Underwriters its 5.25% Convertible Senior Notes due 2026 (the “RepresentativesOptional Securities”) ). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities.” The Securities will be convertible into cash or duly and validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including any such shares issuable upon conversion in connection with a “make-whole fundamental change” (as defined in the offering Prospectus) (such shares, the “Conversion Shares”) or a combination of cash and sale of Common Stock, on the Securitiesterms and subject to the conditions set forth in the Indenture (as defined below). The Securities will be issued pursuant to the base indenture an Indenture to be dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” ”), between the Company and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) ), as supplemented by that certain First Supplemental Indenture to such Base Indenture between the Company and the Trustee (the “First Supplemental Indenture”) ” and (ii) together with the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the SecuritiesBase Indenture, the “Indenture”). The Notes will be issued only BofA Securities, Inc. and J.▇. ▇▇▇▇▇▇ Securities LLC are acting as representatives of the several Underwriters and in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes such capacity are hereinafter herein referred to as the “Representatives” and, each, as a “Representative.” This Agreement, the Capped Call Confirmations (as defined below) the Indenture and the Securities are collectively referred to herein as the “Transaction Documents,” and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” In connection with the offering of the Firm Securities, the Company is separately entering into one or more capped call transactions with one or more financial institutions (the “Capped Call Counterparties”), in each case pursuant to a capped call confirmation (a “Base Capped Call Confirmation”), each to be dated the date hereof, and in connection with any exercise by the Underwriters of their option to purchase any Optional Securities, the Company and the Capped Call Counterparties may enter into additional capped call transactions pursuant to additional capped call confirmations (each, an “Additional Capped Call Confirmation”), each to be dated the date on which the Underwriters exercise their option to purchase such Optional Securities. We refer to the Base Capped Call Confirmations and the Additional Capped Call Confirmations collectively herein as the “Capped Call Confirmations.”

Introductory. LYB International Finance IIICapital One Auto Receivables, LLC, a Delaware limited liability company (the “IssuerSeller” or “Depositor”) ), and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Capital One, National Association, a public company with limited liability (naamloze vennootschap) in the country of The Netherlands national banking association (the “CompanyBank”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together confirm their agreement with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇▇ Fargo Securities, LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC have agreed to act as the representatives of the several Underwriters and RBC Capital Markets, LLC (the “Representatives”) in connection with the offering and sale ), as representatives of the Securities. The Securities several underwriters (the “Underwriters”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2022-1, a Delaware statutory trust (the “Issuer”), will be issued issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the base indenture dated as of October 10Indenture, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in , between the name of Cede & Co.Issuer and Wilmington Trust, National Association, as nominee of The Depository Trust Company indenture trustee (the “DTCIndenture Trustee”). This agreement The Seller proposes to sell to the Underwriters a portion of the Issued Notes in the amounts specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Agreement, to be dated as of the Closing Date (the “Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Closing Date (the “Servicing Agreement”), among the Issuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as buyer, under the Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ Fixed Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of the Notes are hereinafter set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (No. 333-260710), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended was declared effective by the Commission on April 18, 2022 and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Transaction DocumentsRegistration Statement.”” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

Introductory. LYB International Finance IIICapital One Auto Receivables, LLC, a Delaware limited liability company (the “IssuerSeller”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Capital One Auto Finance, Inc., a public company with limited liability Texas corporation, (naamloze vennootschap) in the country of The Netherlands (the “CompanyCOAF”), proposes to issue confirm their agreement with the Representatives and sell to the several other underwriters named in Schedule A hereto the applicable Terms Agreement (collectively, the “Underwriters”), acting severally and not jointly, ) as follows: The Seller proposes to sell to the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount Underwriters the notes of the Issuer’s 6.150% Guaranteed Notes due 2035 classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”), . The Notes are to be fully and unconditionally guaranteed on issued by Capital One Auto Finance Trust 2007-C, a senior unsecured basis by the Company Delaware statutory trust (the “Guarantees” and, together with Issuer”) under the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters Indenture (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be ), dated as of the Closing Date Date, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (as defined below) establishing the terms of the Securities, the “IndentureIndenture Trustee”). The Notes will be issued only in book-entry form in collateralized by the name Trust Estate (as defined below). The assets of Cede & Co., as nominee of The Depository Trust Company the Issuer (the “DTCTrust Estate”). This agreement ) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-2-B, the Class A-3-B and the Class A-4-B Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-142062), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement are hereinafter referred to as the “Transaction DocumentsProspectus.”

Introductory. LYB International Finance III, LLCJoy Global Inc., a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate "Purchasers") U.S.$200,000,000 principal amount of the Issuer’s 6.150its 8.75% Guaranteed Senior Subordinated Notes due 2035 2012 ("Offered Securities") to be issued under an indenture, dated as of March 18, 2002 (the “Notes”"Indenture"), to among the Company, the Guarantors named therein (the "Guarantors") and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Trustee (the "Trustee"). The Offered Securities will be fully and unconditionally guaranteed on a senior unsecured subordinated basis (the "Subsidiary Guarantees") by each of the Guarantors. The United States Securities Act of 1933 is herein referred to as the "Securities Act". The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement to be dated the Closing Date, in substantially the same form of Schedule B hereto among the Company, the Guarantors and the Purchasers (the "Registration Rights Agreement"), for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Guarantees” "Commission"), under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") relating to the Company's 8.75% Senior Subordinated Notes due 2012 in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the "Exchange Securities"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "Exchange Offer") and the Subsidiary Guarantees thereof and, if applicable (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement" and, together with the NotesExchange Offer Registration Statement, the “Securities”)"Registration Statements") relating to the resale by certain holders of the Offered Securities and to use its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. BofA Securities, Inc. The Offered Securities and W▇▇▇▇ Fargo Securities, LLC have agreed the Exchange Securities are referred to act collectively as the representatives of "Securities". The Company and the Guarantors hereby agree with the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated Purchasers as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”follows:

Introductory. LYB International Finance IIIAspen Insurance Holdings Limited, LLC, a Delaware limited liability an exempted company (incorporated under the “Issuer”) and wholly owned indirect subsidiary laws of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands Bermuda (the “Company”), ) proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), ) named in Schedule I hereto for whom you are acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) 8,000,000 depositary shares (the “Underwritten Depositary Shares”), each representing a 1/1,000th interest in connection a share of its 7.00% Perpetual Non-Cumulative Preference Shares (the “Preference Shares”), with an initial liquidation preference of $25,000 per share (equivalent to $25 per Depositary Share). The Company also proposes to grant to the Underwriters an option to purchase up to 1,200,000 additional depositary shares (the “Option Shares,” the Option Shares, together with the offering and sale of Underwritten Depositary Shares, being hereinafter called the Securities“Depositary Shares”) to cover over-allotments, if any. The Securities will Preference Shares will, when issued, be deposited by the Company against delivery of depositary receipts (the “Depositary Receipts”) to be issued pursuant by Computershare Inc. and Computershare Trust Company, N.A. (together in such capacity, the “Depositary”) under a Deposit Agreement, to the base indenture be dated as of October 10November 26, 20192024 (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. The Depositary Receipts will evidence one or more Depositary Shares. The Preference Shares shall have the rights, powers and preferences set forth in the Certificate of Designation of 7.00% Perpetual Non-Cumulative Preference Shares to be dated on or about November 26, 2024 (the “Certificate of Designation”). The Depositary Shares and the Preference Shares are collectively referred to herein as the “Securities.” The respective number of the Depositary Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as supplemented through Underwriters, and the Closing terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement (each as defined below) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) on or before the Effective Date (as defined below) (of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be; and any reference herein to the terms “Base Indentureamend,” and as supplemented by (i) “amendment” or “supplement” with respect to the supplemental indenture dated May 17, 2023, among the IssuerRegistration Statement, the CompanyBase Prospectus, Computershare Trust Companyany Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, N.A.any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as base trustee (as successor to W▇▇▇▇ Fargo Bankthe case may be, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) deemed to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”)incorporated therein by reference. The Notes will be issued only in book-entry form in the name of Cede & Co.Company hereby agrees, as nominee of The Depository Trust Company (the “DTC”). This pursuant to this underwriting agreement (the “Agreement”), with the Indenture and the Notes are hereinafter referred to Underwriters as the “Transaction Documents.”follows:

Introductory. LYB International Finance IIISabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth Purchasers in such Schedule A of $500,000,000 the aggregate U.S.$500,000,000 principal amount of the Issuer’s 6.150its 5.625% Guaranteed Senior Secured Notes due 2035 2023 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will Notes shall be issued pursuant to the base under an indenture dated as of October 10February 1, 2019, as supplemented through the Closing Date (as defined below) 2013 (the “Base Indenture,” and as supplemented by (i) ”), between the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Company and The Bank of New York Mellon Trust Company, N.A.Mellon, as trustee Trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to as supplemented by a fifth supplemental indenture that will be dated as of May 20, 2014, relating to the Closing Date Notes (as defined below) establishing the terms of “Fifth Supplemental Indenture”, and together with the SecuritiesBase Indenture, the “Indenture”). The Notes will be issued only in book-entry form in secured by the name of Cede & Co.Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as nominee of The Depository Trust Company common security trustee (the “DTCCommon Security Trustee”). This agreement , in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Indenture Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes are will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter referred to as defined) between the Company and the Purchasers (the “Transaction Documents.Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:

Introductory. LYB International Finance IIICapital One Auto Receivables, LLC, a Delaware limited liability company (the “IssuerSeller” or “Depositor”) ), and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Capital One, National Association, a public company with limited liability (naamloze vennootschap) in the country of The Netherlands national banking association (the “CompanyBank”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”)confirm their agreement with ▇.▇. ▇▇▇▇▇▇ Securities LLC, acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Citigroup Global Markets Inc. and W▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale ), as representatives of the Securities. The Securities several underwriters (the “Underwriters”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2019-2, a Delaware statutory trust (the “Issuer”), will be issued issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the base indenture dated as of October 10Indenture, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in , between the name of Cede & Co.Issuer and Wilmington Trust, National Association, as nominee of The Depository Trust Company indenture trustee (the “DTCIndenture Trustee”). This agreement The Seller proposes to sell to the Underwriters a portion of the Issued Notes in the amounts specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Agreement, to be dated as of the Closing Date (the “Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Closing Date (the “Servicing Agreement”), among the Issuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as buyer, under the Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of the Notes are hereinafter set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (No. 333-226529), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended was declared effective by the Commission on November 6, 2018 and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Transaction DocumentsRegistration Statement.”” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

Introductory. LYB International Finance IIIEnphase Energy, LLCInc., a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes agrees with the several initial purchasers named in Schedule A hereto (“Purchasers”), subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto Purchasers US$320,000,000 principal amount of its 0.25% Convertible Senior Notes due 2025 (the “UnderwritersFirm Securities”), acting severally ) and not jointly, also proposes to grant to the respective amounts set forth in such Schedule A of $500,000,000 Purchaser an option to purchase up to an additional U.S.$30,000,000 aggregate principal amount of the Issuer’s 6.150its 0.25% Guaranteed Convertible Senior Notes due 2035 2025 (the “NotesOption Securities”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” andissued under an indenture, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in , between the name of Cede & Co.Company and U.S. Bank National Association, as nominee of The Depository Trust Company Trustee (the “DTCTrustee”). This agreement The Firm Securities and the Option Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities.” The Offered Securities will be convertible into cash, shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), or a combination of cash and Common Stock, at the Company’s election, as set forth in the Final Offering Memorandum (as defined below). In connection with the offering of the Offered Securities, the Company and certain of the Purchasers or their respective affiliates (the “AgreementCall Spread Counterparties”) are entering into a convertible note hedge transactions pursuant to convertible note hedge confirmations (the “Base Bond Hedge Confirmations”) and warrant transactions pursuant to warrant confirmations (the “Base Warrant Confirmations”), each dated the Indenture date hereof (the Base Bond Hedge Confirmations and the Notes are hereinafter referred to as Base Warrant Confirmations, collectively, the “Transaction DocumentsBase Call Spread Confirmations”), and in connection with the issuance of any Option Securities, the Company and the Call Spread Counterparties may enter into additional convertible note hedge transactions pursuant to additional convertible note hedge confirmations (the “Additional Bond Hedge Confirmations”) and additional warrant transactions pursuant to additional warrant confirmations (the “Additional Warrant Confirmations”), each to be dated the date of the exercise by the Purchasers of their option to purchase such Option Securities pursuant to Section 3 hereof (the Additional Bond Hedge Confirmations and the Additional Warrant Confirmations, collectively, the “Additional Call Spread Confirmations” and together with the Base Call Spread Confirmations, the “Call Spread Confirmations”).”

Introductory. LYB International Finance IIIB&G Foods, LLCInc., a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several underwriters named in Schedule A hereto Underwriters $350,000,000 principal amount of its 7.625% Senior Notes due 2018 (“2018 Notes”) as set forth below, to be issued under an indenture, to be dated as of January 12, 2010, between the Company and The Bank of New York Mellon, as trustee (“UnderwritersTrustee”), acting severally and not jointlyas supplemented by the First Supplemental Indenture to be dated as of January 12, 2010 to be entered into among the Company, the respective amounts set forth in Guarantors and the Trustee (such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 (the indenture, as supplemented, “NotesIndenture”), to . The Company’s obligations under the 2018 Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the 2018 Notes, the “Securities”) as to the payment of principal, premium and interest, jointly and severally, initially by each of the Guarantors (on a senior unsecured basis) listed on the signature pages of this Agreement (each a “Guarantor” and, collectively, “Guarantors”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in In connection with the offering and sale of the Securities. The Securities will be , the Company (i) is making tender offers to purchase for cash (“Tender Offers”) any and all of its outstanding 8.0% Senior Notes due 2011 (“2011 Notes”) issued pursuant to the base that certain indenture dated as of October 1014, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, 2004 among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A.York, as trustee Trustee (the “Trustee”) (the “Supplemental 2011 Notes Indenture”) and 12.0% Senior Subordinated Notes due 2016 (“2016 Notes” and collectively with the 2011 Notes, the “Existing Notes”) issued pursuant to that certain indenture dated October 14, 2004 among the Company, the guarantors party thereto and The Bank of New York, as Trustee (“2016 Notes Indenture,” and together with the 2011 Notes Indenture, the “Existing Indentures”) and is soliciting (“Solicitations”) consents (“Consents”) of the respective holders of the Existing Notes to certain amendments to the Existing Indentures (“Proposed Amendments”); (ii) will accept for purchase, subject to certain conditions, all Existing Notes that have been validly tendered or delivered, as the Officer’s Certificate case may be, and not withdrawn; and (the “Officer’s Certificate”iii) to be dated as will, assuming receipt of the Closing Date requisite Consents, effectuate the Proposed Amendments by executing (as defined belowincluding execution by any guarantors party thereto) establishing supplemental indentures to the terms of the Securities, the “Indenture”). The 2016 Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the 2011 Notes are hereinafter referred to as the Indenture (collectively, “Transaction DocumentsSupplemental Indentures”).”

Introductory. LYB International Finance III, Celanese US Holdings LLC, a Delaware limited liability company (the “IssuerCompany”) and wholly ), a wholly-owned indirect subsidiary of LyondellBasell Industries N.V.Celanese Corporation, a public company with limited liability (naamloze vennootschap) in the country of The Netherlands Delaware corporation (the “CompanyParent Guarantor”), proposes to issue and sell to the several underwriters named listed in Schedule A hereto (the “Underwriters”), for whom BofA Securities, Inc. (“BofA”) is acting severally and not jointlyas representative (the “Representative”), the respective amounts set forth in such Schedule A of (i) $500,000,000 600,000,000 aggregate principal amount of the IssuerCompany’s 6.1507.000% Guaranteed Senior Notes due 2035 2031 (the “2031 Notes”), to be fully ) and unconditionally guaranteed on a senior unsecured basis by (ii) $800,000,000 aggregate principal amount of the Company Company’s 7.375% Senior Notes due 2034 (the “Guarantees2034 Notes” and, together with the 2031 Notes, the “SecuritiesNotes”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed The Company intends to act as use the representatives of net proceeds from the several Underwriters (the “Representatives”) in connection with the offering issuance and sale of the Securities. The Securities will be issued pursuant to (as defined below) described in the base indenture dated as of October 10, 2019, as supplemented through the Closing Date Disclosure Package (as defined below) (i) to repay the outstanding borrowings under the Five-Year Term Loan Credit Agreement (as defined below), (ii) to fund the Company’s tender offers, announced on December 2, 2025, for a portion of the Company’s outstanding 6.665% Senior Notes due 2027 and a portion of the Company’s outstanding 6.850% Senior Notes due 2028 and (iii) for general corporate purposes, which may include the repayment of other outstanding indebtedness. The Securities (as defined below) will be issued pursuant to an indenture, dated as of May 6, 2011 (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023”), among the IssuerCompany, the Company, Guarantors (as defined below) and Computershare Trust Company, N.A., as base trustee N.A. (as successor trustee to W▇▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A.), as trustee (the “Base Trustee”) (). Certain terms of the “Supplemental Securities will be established pursuant to a supplemental indenture, to the Base Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) , to be dated as of the Closing Date (as defined belowin Section 2 hereof) establishing (the terms of “Supplemental Indenture” and, together with the SecuritiesBase Indenture, the “Indenture”), among the Company, the Guarantors, the Base Trustee and U.S. Bank Trust Company, National Association, as series trustee for the Notes (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”). This agreement , pursuant to a letter of representations, dated September 16, 2010 (the “DTC Agreement”), among the Indenture Company and the Depositary. Subject to the terms and conditions of the Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are hereinafter listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent Guarantor, the “Guarantors”). The Notes and the Guarantees are herein collectively referred to as the “Transaction DocumentsSecurities.”

Introductory. LYB International Finance III, LLCAmerisourceBergen Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of "Purchasers") U.S. $500,000,000 aggregate 300,000,000 principal amount of the Issuer’s 6.150its 7 1/4% Guaranteed Senior Notes due 2035 2012 (the “Notes”"Offered Securities"), to be fully issued under an indenture, dated as of November 18, 2002 (the "Indenture"), among the Company, each of the subsidiary guarantors named in Schedule D hereto (the "Guarantors") and ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, as Trustee. The Offered Securities will be guaranteed by each of the Guarantors, who will enter into a notation of guarantee (each, a "Notation of Guarantee" and together, the "Subsidiary Guarantees") pursuant to the terms of the Indenture. As a result of the Subsidiary Guarantees, the Offered Securities will be unconditionally guaranteed on a senior unsecured basis as to payment of principal, premium, if any, liquidated damages, if any, and interest by each of the Guarantors. The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), to be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") relating to the Company's 7 1/4% Senior Notes due 2012 (the "Exchange Securities"), in a like aggregate principal amount as the Company issued under the Indenture and guarantees thereof by the Company Guarantors (the “Guarantees” "Exchange Security Guarantee"), identical in all material respects to the Offered Securities and the Subsidiary Guarantees and registered under the Securities Act to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "Exchange Offer") and the Subsidiary Guarantees thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement" and, together with the NotesExchange Offer Registration Statement, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed "Registration Statements") relating to act as the representatives resale by certain holders of the several Underwriters (Offered Securities and to use its best efforts to cause such Registration Statements to be declared and remain effective and usable for the “Representatives”) periods specified in connection with the offering Registration Rights Agreement and sale of to consummate the SecuritiesExchange Offer. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Offered Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”)Exchange Securities, the Indenture Subsidiary Guarantees and the Notes Exchange Security Guarantees are hereinafter referred to collectively as the “Transaction Documents"Securities.”" The Company hereby agrees with the several Purchasers as follows:

Introductory. LYB International Finance III, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V.Enodis plc, a public limited company with limited liability (naamloze vennootschap) in formed under the country laws of The Netherlands England and Wales (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate "PURCHASERS") L 100,000,000 principal amount of the Issuer’s 6.150its 10 3/8% Guaranteed Senior Notes due 2035 April 15, 2012 (the “Notes”"OFFERED SECURITIES"), to be fully and unconditionally guaranteed on a senior unsecured basis by issued under an indenture, dated as of March 26, 2002 (the "INDENTURE"), between the Company and The Bank of New York, as Trustee. The United States Securities Act of 1933, as amended, is herein referred to as the "SECURITIES ACT." Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “Guarantees” "REGISTRATION RIGHTS AGREEMENT"), to be dated the date hereof, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the United States Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Company's 10 3/8% Senior Notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and, (ii) in certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the NotesExchange Offer Registration Statement, the “Securities”). BofA "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed the Company agrees to act use its best efforts to cause any such Registration Statement to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the representatives of "SECURITIES". The Company hereby agrees with the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated Purchasers as of October 10, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”follows:

Introductory. LYB International Finance III, Triad Financial Special Purpose LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “CompanyDepositor”), proposes to issue and sell to the several underwriters Underwriters named in Schedule A hereto herein: (a) $235,000,000 principal amount of Class A-1 5.3409% Asset Backed Notes (the “UnderwritersClass A-1 Notes”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ; (b) $500,000,000 aggregate 256,000,000 principal amount of the Issuer’s 6.150Class A-2 5.40% Guaranteed Asset Backed Notes due 2035 (the “Class A-2 Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company ; (c) $360,000,000 principal amount of Class A-3 5.26% Asset Backed Notes (the “GuaranteesClass A-3 Notes”); (d) $241,200,000 principal amount of Class A-4 5.31% Asset Backed Notes (the “Class A-4 Notes” and, together collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”, “Notes” or “Underwritten Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters ; in each case issued by Triad Automobile Receivables Trust 2006-C (the “RepresentativesTrust”) in connection ). Simultaneously with the offering issuance and sale of the SecuritiesUnderwritten Securities as contemplated herein, the Trust will issue a trust certificate representing the beneficial ownership interest in the Trust (the “Certificate”). The Securities Notes will be secured by the Receivables (as hereinafter defined) and certain other property of the Trust. The Notes will be issued pursuant to the base indenture Indenture to be dated as of October 1018, 2019, as supplemented through the Closing Date (as defined below) 2006 (the “Base Indenture,”) by and between the Trust and Citibank, N.A. (the “Indenture Trustee”). The Certificate will represent a beneficial interest in the Trust, the assets of which will include the Receivables and certain other property. The Certificate will be issued pursuant to the Trust Agreement (the “Trust Agreement”) to be dated as of October 18, 2006 between the Depositor, Triad Financial Corporation (“Triad”) and Wilmington Trust Company (the “Owner Trustee”). Payments in respect of the Certificate, to the extent specified in the Indenture, the Sale and Servicing Agreement and the Trust Agreement, are subordinated to the rights of the holders of the Notes. The property of the Trust will include, among other things, a pool of motor vehicle retail installment sales contracts and installment loans for new and used automobiles and light duty trucks (the “Receivables”), sold by Triad to the Depositor pursuant to the Purchase Agreement (the “Purchase Agreement”) dated as of October 18, 2006, and certain monies due or in some cases received thereunder after September 30, 2006. The Receivables will be sold to the Trust by the Depositor and will be serviced for the Trust by Triad (the “Servicer” or “Triad”), pursuant to the Sale and Servicing Agreement (the “Sale and Servicing Agreement”) to be dated as supplemented of October 18, 2006 by and among the Depositor, the Servicer, the Indenture Trustee and the Trust. The Class A Notes will have the benefit of a note guaranty insurance policy (the “Note Policy”), issued by Ambac Assurance Corporation, a financial guaranty insurance company incorporated under the laws of the State of Wisconsin (the “Insurer”). In connection with the issuance of the Note Policy (i) the supplemental indenture dated May 17Indenture Trustee, 2023, among the IssuerTriad, the CompanyTrust and the Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of October 18, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee 2006 (the “Trustee”) (the “Supplemental IndentureInsurance Agreement”) and (ii) the Officer’s Certificate Representatives and the Insurer will execute and deliver an Indemnification Agreement dated as of October 18, 2006 (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “IndentureIndemnification Agreement”). The Notes will be issued only in book-entry form Capitalized terms used herein and not otherwise defined shall have the meanings given them in the name Sale and Servicing Agreement. At or prior to the time when sales to purchasers of Cede & Co.the Offered Securities were first made to investors by the Underwriters, as nominee of The Depository Trust Company which was approximately 1:30 p.m., New York City time, on October 13, 2006 (the “DTC”). This agreement (the “AgreementApplicable Time”), the Indenture Depositor had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated October 10, 2006 (the “Preliminary Prospectus Supplement”) to the base prospectus dated October 10, 2006 (the “Preliminary Base Prospectus” together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “Preliminary Prospectus”). If, subsequent to the Applicable Time and prior to October 18, 2006 (the “Closing Date”), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Underwritten Securities may terminate their prior “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Underwritten Securities and the Notes are hereinafter referred Underwriters enter into new Contracts of Sale with investors in the Underwritten Securities, then “Time of Sale Information” will refer to as the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor and the Underwriters that corrects such material misstatements or omissions (a “Transaction DocumentsCorrected Prospectus”) and “Applicable Time” will refer to the time and date on which such new Contracts of Sale were entered into.”

Introductory. LYB International Finance IIISRI Receivables Purchase Co., LLCInc., a Delaware limited liability company Corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”"Transferor"), proposes to issue and sell to you ("Initial Purchaser") the several underwriters named following classes of securities in Schedule A hereto the aggregate initial principal amount indicated for each below (collectively the "Certificates"): $28,000,000 Class C Floating Rate Asset Backed Certificates, Series 1999-1; and $18,375,000 Class D Floating Rate Asset Backed Certificates, Series 1999-1. The Certificates will represent beneficial interests in the SRI Receivables Master Trust (the “Underwriters”"Trust"), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount . The property of the Issuer’s 6.150% Guaranteed Notes due 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives Trust consists primarily of the several Underwriters (the “Representatives”) in connection with the offering and sale of the SecuritiesReceivables arising from certain consumer revolving credit card accounts. The Securities Certificates will be issued pursuant to the base indenture Second Amended and Restated Pooling and Servicing Agreement dated as of October 10November 1, 20191999 (the "P&S"), among Transferor, as supplemented through the Closing Date Transferor, Specialty Retailers, Inc. ("SRI") as defined below) Servicer, and Bankers Trust (Delaware), as Trustee (the “Base Indenture,” "Trustee"), and as supplemented by (i) the supplemental indenture dated May 17Series 1999-1 Supplement to the P&S, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (the "Supplement"), among the same parties. The P&S and the Supplement are referred to herein collectively as the "Pooling and Servicing Agreement". Capitalized terms used herein (including in this Section 1) that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. The sale of the Certificates to Initial Purchaser will be made without registration of the Certificates under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof. You have advised Transferor that you will make an offering of the Certificates purchased by you hereunder in accordance with Section 4 on the terms set forth in the Offering Memoranda (as defined below), as soon as you deem advisable after this Agreement has been executed and delivered. In connection with the sale of the Certificates, Transferor has prepared a first Preliminary Offering Memorandum, dated September 14, 1999 (the "Preliminary Memorandum"), and, pursuant to Section 5(a) establishing hereof, the Transferor will prepare a second Preliminary Offering Memorandum on the terms of set forth therein (the Securities"Second Preliminary Memorandum") and a final Offering Memorandum on the terms set forth therein (the "Final Memorandum", and together with the Preliminary Memorandum and the Second Preliminary Memorandum, the “Indenture”"Offering Memoranda"). The Notes will be issued only in book-entry form in the name of Cede & Co.Offering Memoranda set forth certain information concerning Transferor, as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture its affiliates and the Notes are hereinafter referred Certificates. Transferor hereby confirms that it has authorized the use of the Offering Memoranda in connection with the offering and resale by Initial Purchaser of the Certificates. Any references herein to as the “Transaction DocumentsOffering Memoranda shall be deemed to include all exhibits thereto.”

Introductory. LYB International Finance III, LLCPermanent Custodians Limited (ACN 001 426 384), a Delaware limited liability public company under the Corporations Act of Australia in its capacity as trustee of ARMS II Global Fund I (the “Issuer”"Issuer Trustee") and wholly owned indirect subsidiary at the direction of LyondellBasell Industries N.V.Australian Securitisation Management Pty Limited (ACN 103 852 428), a public company with limited liability (naamloze vennootschap) in the country of The Netherlands as manager (the “Company”), "Trust Manager") of ARMS II Global Fund I (the "Trust") proposes to issue and sell to the several underwriters named Underwriters listed in Schedule A I hereto (the “"Underwriters”"), for whom you are acting severally and not jointlyas representative (the "Representative"), the respective amounts set forth in such Schedule A of $500,000,000 aggregate U.S.$1,000,000,000 principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 Class A Mortgage Backed Floating Rate Bonds (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis "Class A Bonds") issued by the Company Trust. Each Class A Bond will be secured by the assets of the Trust. The assets of the Trust include, among other things, a pool of variable and fixed rate residential housing loans (the “Guarantees” and, together with the Notes, the “Securities”). BofA Securities, Inc. "Housing Loans") originated by Australian Mortgage Securities Ltd (ABN 89 003 072 446) ("AMS") including all monies at any time paid or payable thereon or in respect thereof from and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 10, 2019, as supplemented through after the Closing Date (as defined belowherein) with respect to payments of principal and interest, rights under certain insurance policies with respect to the Housing Loans, amounts on deposit in the accounts established in connection with the creation of the Trust and the issuance of the Bonds (as defined herein) and the rights of the Issuer Trustee under the Basic Documents. The Trust will be created pursuant to the Master Trust Deed, dated March 7, 1995, between the Issuer Trustee and AMS, as amended and restated on April 23, 2003 by a deed of variation among the Issuer Trustee, AMS and the Trust Manager (the “Base Indenture,” "Master Trust Deed") and as supplemented a fund creation notice, dated April 23, 2003 (the "Cut-off Date") given by the Trust Manager to the Issuer Trustee (ithe "Fund Creation Notice") which sets forth specific provisions regarding the supplemental indenture Trust. The Bond Trust Deed, to be dated May 17on or about [ ], 2023, 2003 (the "Bond Trust Deed") by and among the IssuerIssuer Trustee, the CompanyTrust Manager, Computershare Trust Company, N.A., as base trustee the Servicer (as successor to W▇▇▇▇ Fargo Bankdefined below), National AssociationPermanent Registry Limited (the "Security Trustee") and The Bank of New York, a New York Mellon Trust Company, N.A., as trustee banking corporation (the “"Bond Trustee”") provides for the issuance and registration of the Class A Bonds in accordance with the terms and conditions attached thereto (the “Supplemental Indenture”) and (ii) the Officer’s Certificate "Supplementary Bond Terms"). AMS will act as servicer (the “Officer’s Certificate”"Servicer") to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”)Housing Loans. The Notes Trust Manager and AMS are each an "AMS Party" and collectively are referred to herein as the "AMS Parties." The Class A Bonds will be issued only in book-entry form an aggregate principal amount of US$1,000,000,000. The Class B Bonds will be issued in an aggregate principal amount of A$[ ]. The Class B Bonds and any Fast Prepayment Bonds that may be issued after the name date of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture and the Notes this Agreement are hereinafter collectively referred to as the “Transaction Documents"A$ Securities.”" The Class A Bonds and the A$ Securities are collectively referred to as the "Bonds." The Trust Manager has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement, including a prospectus, relating to the Class A Bonds.

Introductory. LYB International Finance III, First National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell $[ ] principal amount of Class A Series [20 ]-[•] Asset Backed Notes [(the “Notes”)] [(the “Class A Notes”)] [,$[ ] principal amount of Class B Series [20 ]-[•] Asset Backed Notes (the “Class B Notes”)] [and $[ ] principal amount of Class C Series [20 ]-[•] Asset Backed Notes (the “Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Notes”)], to the several Underwriters (as defined hereinafter) for whom you are acting as Representatives. [One or more of the underwriters named in for the [Notes] [Class A Notes] listed on Schedule A hereto (the “Underwriters”), acting severally and not jointly, ) is a financial institution appearing on the respective amounts set forth in such Schedule A Federal Reserve Bank of $500,000,000 aggregate principal amount New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Issuer’s 6.150% Guaranteed Notes due 2035 Federal Reserve Bank of New York (each such financial institution, a “TALF Agent”) [or is a broker-dealer who has been specifically designated by the FRBNY as a TALF Agent], and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “NotesFRBNY”), as Lender, various TALF Agents from time to be fully time party thereto, each on behalf of itself and unconditionally guaranteed on a senior unsecured basis by the Company its respective customers as borrowers thereunder from time to time, and The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “Guarantees” and, together with the Notes, the “SecuritiesMLSA”). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering Term Asset-Backed Securities Loan Facility (“TALF”). To the extent expressly provided in this Agreement, and sale subject to the limitations in Section 10, certain of the Securitiesrights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a TALF Agent and as a signatory to the MLSA.] The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Securities Notes will be issued pursuant to the base indenture a Master Indenture, dated as of October 1024, 2019, as supplemented through the Closing Date 2002 (as defined below) (amended, the “Base Master Indenture,” and as supplemented by (i) ”), between the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) Issuer and The Bank of New York Mellon Trust Company, N.A.N.A. (formerly known as the Bank of New York Trust Company, N.A. and successor to The Bank of New York) (“BNYMTC”), as indenture trustee (the “Indenture Trustee”) (), as supplemented by the “Supplemental Indenture”) and (ii) Series [20 ]-[•] Indenture Supplement with respect to the Officer’s Certificate (the “Officer’s Certificate”) Notes to be dated as of the Closing Date (as defined below) establishing (the terms of “Indenture Supplement,” and together with the SecuritiesMaster Indenture, the “Indenture”). The Notes will be issued only in book-entry form in assets of the name of Cede & Co.Issuer include, as nominee of The Depository Trust Company among other things, certain amounts due (the “DTCReceivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). This agreement The Receivables are transferred to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Notes Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are hereinafter referred to herein, collectively, as the “Transaction Documents.”” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents.

Introductory. LYB International Finance III, LLCNorthrop Grumman Corporation, a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes to issue and sell from time to time, in one or more series, on terms to be decided at the time of offering, (i) its 7.25% Equity Security Units (the "Underwritten Units") and, at the election of the Underwriters (as defined below), an additional number of 7.25% Equity Security Units (the "Option Units") to cover over-allotments and (ii) shares of its common stock, par value $1.00 per share (the "Common Stock") (the "Underwritten Shares") and, at the election of the Underwriters, an additional number of shares of Common Stock to cover over-allotments (the "Option Shares"). Each Equity Security Unit will have a stated amount of $100.00 and will initially be comprised of (a) a purchase contract (the "Purchase Contract") under which the holder will purchase from the Company on November 16, 2004, a number of shares (the "Issuable Common Stock") of Common Stock of the Company equal to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts Settlement Rate as set forth in such Schedule A the Purchase Contract Agreement (as defined below) and (b) a 5.25% senior note due 2006 of $500,000,000 aggregate the Company having a principal amount of the Issuer’s 6.150% Guaranteed Notes due 2035 $100.00 (the “Notes”"Debt Security"). The Underwritten Units and the Option Units that the Underwriters elect to purchase pursuant to Section 3 hereof are collectively referred to as the "Units," and the Underwritten Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are collectively referred to as the "Shares." The Underwritten Units and the Underwritten Shares are hereinafter referred to as the "Underwritten Securities," and the Option Units and Option Shares are hereinafter referred to as the "Option Securities." In accordance with the terms of a Purchase Contract Agreement, to be dated as of November 21, 2001 (the "Purchase Contract Agreement"), between the Company and JPMorgan Chase Bank, as purchase contract agent (the "Purchase Contract Agent"), the Debt Securities constituting a part of the Equity Security Units will be pledged by the Purchase Contract Agent, on behalf of the holders of the Equity Security Units, to The Bank of New York, as collateral agent (the "Collateral Agent"), pursuant to a Pledge Agreement, to be dated as of November 21, 2001 (the "Pledge Agreement"), among the Company, the Purchase Contract Agent, the Collateral Agent and The Bank of New York, as custodial agent (the "Custodial Agent") and securities intermediary (the "Securities Intermediary"), to secure the holders' obligation to purchase Issuable Common Stock under the Purchase Contracts. The rights and obligations of a holder of Equity Security Units in respect of Debt Securities (subject to the pledge thereof) and Purchase Contracts will initially be fully and unconditionally guaranteed on evidenced by a senior unsecured basis by Normal Units Certificate (as defined in the Company (the “Guarantees” and, together with the Notes, the “Securities”Purchase Contract Agreement). BofA Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Debt Securities will be issued pursuant to an Indenture (the base indenture "Indenture"), to be dated as of October 10November 21, 20192001, between the Company and JPMorgan Chase Bank, as supplemented through Trustee (the Closing Date "Trustee"). Pursuant to a Remarketing Agreement (the "Remarketing Agreement") to be entered into among the Company, the Purchase Contract Agent and a financial institution to be selected by the Company to act as reset agent and remarketing agent (together, the "Remarketing Agent"), the Debt Securities or other Pledged Securities (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co.remarketed, as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Indenture subject to certain terms and the Notes are hereinafter referred to as the “Transaction Documentsconditions.”

Introductory. LYB International Finance III, LLCDynegy Holdings Inc., a Delaware limited liability company corporation (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A "Purchasers") an aggregate of U.S. $500,000,000 aggregate 225,000,000 principal amount of the Issuer’s 6.150% Guaranteed its Second Priority Senior Secured Floating Rate Notes due 2035 2008 (the “"2008 Notes”"), U.S. $525,000,000 principal amount of its 9.875% Second Priority Senior Secured Notes due 2010 (the "2010 Notes") and an aggregate of U.S. $700,000,000 principal amount of its 10.125% Second Priority Senior Secured Notes due 2013 (the "2013 Notes" and, together with the 2008 Notes and the 2010 Notes, the "Notes") to be fully issued under an indenture to be dated as of August 11, 2003 (the "Indenture"), among the Issuers (as defined below) and Wilmington Trust Company, as trustee (the "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes will be unconditionally guaranteed on a senior unsecured basis by as to the Company payment of principal, premium, if any, and interest (the “"Guarantees” " and, together with the Notes, the “"Offered Securities”") by the Subsidiary Guarantors and the Affiliate Guarantors listed on the signature pages to this Agreement (each a "Guarantor" and, collectively, the "Guarantors" and, together with the Company, the "Issuers"). BofA SecuritiesTerms used but not otherwise defined herein have meanings given to them in the Offering Document (as defined below). The Issuers have agreed to secure, Inc. equally and Wratably, the Offered Securities by granting to ▇▇▇▇▇ Fargo SecuritiesBank Minnesota, LLC have agreed to act N.A., as collateral trustee (the representatives "Collateral Trustee"), for the benefit of the several Underwriters (the “Representatives”) in connection with the offering and sale holders of the Securities. The Offered Securities will be issued pursuant (collectively, the "Secured Parties"), a second priority lien (subject to the base indenture dated as of October 10, 2019Priority Liens, as supplemented through each term is defined in the Closing Date Description of the Notes section of the Offering Document (as defined below)) on the equity securities of certain subsidiaries of Dynegy Inc., which includes the Company and certain of its subsidiaries, in each case as described in the Offering Document under the caption "Description of the Collateral" (the “Base Indenture,” "Pledged Equity"), and certain of its other assets as supplemented by described in the Offering Document under the caption "Description of the Collateral" (i) together with the supplemental indenture dated May 17, 2023, among the IssuerPledged Equity, the Company, Computershare Trust Company, N.A."Collateral"), as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (evidenced by the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) shared security agreement to be dated as of August 11, 2003 among the Closing Date (as defined below) establishing Issuers and the terms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company Collateral Trustee (the “DTC”). This "Shared Security Agreement") and the non-shared security agreement to be dated August 11, 2003 among the Issuers and the Collateral Trustee (the “"Non-Shared Security Agreement”"), the Indenture mortgages or deeds of trust as described in the Offering Document under the caption "Description of the Collateral" (the "Mortgages") and the Notes are hereinafter referred Intercreditor Agreement to as be dated August 11, 2003 among the “Transaction Issuers, the Collateral Trustee, the Priority Lien Debt Agent and the collateral trustee for the Priority Lien Debt (the "Intercreditor Agreement" and, together with the Shared Security Agreement, the Non-Shared Security Agreement and the Mortgages, the "Security Documents").”