<PAGE>

                                                                    Exhibit 10.1

                           FIFTH AMENDED AND RESTATED

                  TRADE RECEIVABLES PURCHASE AND SALE AGREEMENT

                           Dated as of April 10, 2002

         POLYONE FUNDING CORPORATION, a Delaware corporation (the "SELLER"),
POLYONE CORPORATION, an Ohio corporation ("POLYONE"), individually and as
Collection Agent (as herein defined), CORPORATE RECEIVABLES CORPORATION ("CRC"),
a California corporation, CIESCO, L.P., a New York limited partnership
("CIESCO", and together with CRC, collectively the "CITICORP INVESTORS" and
individually a "CITICORP INVESTOR"), and CITICORP NORTH AMERICA, INC., a
Delaware corporation ("CNAI"), as managing agent for the Citicorp Investors (in
such capacity, the "CITICORP AGENT") and as agent for itself, the other Managing
Agents (as defined in Section 1.01 hereof), the Investors and the other Owners
(as defined in Section 1.01 hereof) (in such capacity, the "AGENT"), agree as
follows:

         PRELIMINARY STATEMENTS.

         (1) Certain terms which are capitalized and used throughout this
Agreement (in addition to those defined above) are defined in Article I of this
Agreement.

         (2) PolyOne, the Citicorp Investors and the Agent were each party to
that certain Fourth Amended and Restated Trade Receivables Purchase and Sale
Agreement dated as of May 28, 1999 and as further amended on July 21, 1999,
February 9, 2000, August 31, 2000, March 14, 2001, June 22, 2001 and January 1,
2002 (as so amended, the "ORIGINAL AGREEMENT") whereby PolyOne has from time to
time sold to the Citicorp Investors, and the Citicorp Investors have from time
to time purchased from PolyOne, "Eligible Assets" (as defined in the Original
Agreement), namely undivided fractional ownership interests in all the
outstanding "Pool Receivables" (as defined in the Original Agreement) and all
"Related Security" and "Collections" (as defined in the Original Agreement) and
other proceeds thereof and with respect thereto.

         (3) Pursuant to that certain Assignment and Assumption dated as of the
date hereof (the "POLYONE ASSIGNMENT") between PolyOne, as assignor, and the
Seller, as assignee, PolyOne has sold and assigned to the Seller, and the Seller
has purchased and assumed from PolyOne, all of PolyOne's rights and obligations
under the Original Agreement as of the date hereof.

         (4) The Seller will from time to time hereafter purchase from PolyOne
and the other Originators (as defined in Section 1.01 hereof) Pool Receivables
in which the Seller intends to sell interests referred to herein as Eligible
Assets.

         (5) In consideration of the reinvestment in Pool Receivables of daily
Collections (other than with regard to accrued Yield, Fees and Collection Agent
Fee) attributable to each Eligible Asset, the Seller will from time to time
hereafter sell to the Investor of such Eligible Asset additional interests in
the Pool Receivables as part of such Eligible Asset until such reinvestment is
terminated.
<PAGE>

         (6) The parties hereto have agreed to amend and restate the Original
Agreement, as modified by the PolyOne Assignment, on the terms and conditions
hereinafter set forth, to provide for, among other things, the sale of Eligible
Asset interests in the Receivables Pool, as contemplated by Preliminary
Statement (5) above.

         (7) CNAI has been requested and is willing to continue to act as Agent.

         NOW THEREFORE, the parties hereby agree that, effective as of the
Restatement Effective Date the Original Agreement is hereby amended and restated
in its entirety to read as follows:


                                   ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. CERTAIN DEFINED TERMS.

         As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

         "ADDITIONAL ASSIGNED RIGHTS" means all of the Seller's right, title and
     interest in and to the following:

                  (a) the Receivables Contribution and Sale Agreement,
         including, without limitation:

                     (i) all rights to receive moneys due and to become due
         under or pursuant to the Receivables Contribution and Sale Agreement;

                     (ii) all rights to receive proceeds of any insurance,
         indemnity, warranty or guaranty with respect to the Receivables
         Contribution and Sale Agreement;

                     (iii) claims for damages arising out of or for breach of or
         default under the Receivables Contribution and Sale Agreement; and

                     (iv) the right to perform under the Receivables
         Contribution and Sale Agreement and to compel performance and otherwise
         exercise all remedies thereunder; and

                  (b) all proceeds of any and all of the foregoing Additional
         Assigned Rights (including, without limitation, proceeds which
         constitute property of the types described in clause (a) of this
         definition).

         "ADVERSE CLAIM" means a lien, security interest, charge or encumbrance,
     or other right or claim of any Person.

         "AFFILIATE" means (a) when used with respect to a Person, any other
     Person controlling, controlled by or under common control with such Person,
     (b) as to CNAI or any



                                       2
<PAGE>

     Citicorp Investor, such Citicorp Investor and CNAI, respectively, and any
     other Person who has a relationship to CNAI comparable to that of such
     Citicorp Investor and (c) as to any other Managing Agent or such Managing
     Agent's Investor, such Investor and such Managing Agent, respectively, and
     any other Person who has a relationship to such Managing Agent comparable
     to that of such Investor.

         "AFFILIATED OBLIGOR" means any Obligor which is an Affiliate of another
     Obligor.

         "AGENT" has the meaning set forth in the recital of parties hereto.

         "AGENT'S ACCOUNT" means the special account (account number 3885-8248)
     of the Agent maintained at the office of Citibank at 399 Park Avenue, New
     York, New York.

         "ALTERNATE BASE RATE" means a fluctuating interest rate per annum in
     effect from time to time, which rate per annum shall at all times be equal
     to the highest of:

                  (a) the rate of interest announced publicly by Citibank in New
         York, New York, from time to time, as Citibank's base rate;

                  (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is
         no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1%
         per annum, PLUS (ii) the rate obtained by dividing (A) the latest
         three-week moving average of secondary market morning offering rates in
         the United States for three-month certificates of deposit of major
         United States money market banks, such three-week moving average
         (adjusted to the basis of a year of 365/366 days) being determined
         weekly on each Monday (or, if such day is not a Business Day, on the
         next succeeding Business Day) for the three-week period ending on the
         previous Friday by Citibank on the basis of such rates reported by
         certificate of deposit dealers to and published by the Federal Reserve
         Bank of New York or, if such publication shall be suspended or
         terminated, on the basis of quotations for such rates received by
         Citibank from three New York certificate of deposit dealers of
         recognized standing selected by the Agent, by (B) a percentage equal to
         100% minus the average of the daily percentages specified during such
         three-week period by the Board of Governors of the Federal Reserve
         System (or any successor) for determining the maximum reserve
         requirement (including, but not limited to, any emergency, supplemental
         or other marginal reserve requirement) for Citibank with respect to
         liabilities consisting of or including (among other liabilities)
         three-month U.S. dollar non-personal time deposits in the United
         States, plus (iii) the average during such three-week period of the
         annual assessment rates estimated by Citibank for determining the then
         current annual assessment payable by Citibank to the Federal Deposit
         Insurance Corporation (or any successor) for insuring U.S. dollar
         deposits of Citibank in the United States; and

                  (c) 1/2 of 1% per annum above the Federal Funds Rate.

         "APPLICABLE MARGIN" means, as of any date, (a) when applicable to the
     Eurodollar Rate, a percentage per annum equal to the sum of (i) 0.50 of 1%
     per annum plus (ii) the Credit Agreement Applicable Margin for Eurocurrency
     Rate Advances in effect on such date and (b) when applicable to the
     Alternate Base Rate, a percentage per annum equal to the sum



                                       3
<PAGE>

     of (i) 0.50 of 1% per annum plus (ii) the Credit Agreement Applicable
     Margin for Base Rate Advances in effect on such date.

         "ASSIGNEE" means Citibank, CNAI, any other Managing Agent or any
     Investor or any of their respective Affiliates or any other Person
     acceptable to the Agent as the assignee of an Eligible Asset pursuant to
     Section 9.01 or the assignee of any Investor's rights and obligations under
     this Agreement pursuant to Section 9.02.

         "ASSIGNEE RATE" means, for any Fixed Period for any Eligible Asset, an
     interest rate per annum equal to the Eurodollar Rate for such Fixed Period
     plus the Applicable Margin in effect from time to time, PROVIDED, HOWEVER,
     that in the case of

                  (i) any Fixed Period on or prior to the first day of which the
         Owner of such Eligible Asset shall have notified the Agent that, after
         reasonable efforts by such Owner (consistent with its internal policy
         and legal and regulatory restrictions) to designate a lending office
         that would allow such Owner to fund an Eligible Asset at the Assignee
         Rate set forth above and which would not, in the judgment of such
         Owner, be otherwise disadvantageous to such Owner, the introduction of
         or any change occurring on or after the effective date of this
         Agreement or in the interpretation of any law or regulation makes it
         unlawful, or any central bank or other governmental authority asserts
         that it is unlawful, for such Owner to fund such Eligible Asset at the
         Assignee Rate set forth above (and such Owner shall not have
         subsequently notified the Agent that such circumstances no longer
         exist),

                  (ii) any Fixed Period of 1 to (and including) 29 days,

                  (iii) any Fixed Period as to which the Agent does not receive
         notice from the Owner of such Eligible Asset, by no later than 12:00
         noon (New York City time) on the third Business Day preceding the first
         day of such Fixed Period, that the related Eligible Asset will not be
         funded by issuance of commercial paper, or

                  (iv) any Fixed Period for an Eligible Asset the Capital of
         which allocated to the Owner of such Eligible Asset is less than
         $500,000,

     the "ASSIGNEE RATE" for such Fixed Period for such Eligible Asset shall be
     an interest rate per annum equal to the sum of (x) the Alternate Base Rate
     in effect on the first day of such Fixed Period and (y) the Applicable
     Margin in effect from time to time; PROVIDED FURTHER, HOWEVER, that the
     Agent and the Seller may agree in writing from time to time upon a
     different "ASSIGNEE RATE".

         "ASSIGNMENT" means an assignment, in substantially the form of Exhibit
     A hereto, by which an Eligible Asset may be assigned pursuant to Section
     9.01.

         "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance, in
     substantially the form of Exhibit B hereto, entered into by an Investor and
     an Assignee pursuant to Section 9.02.

         "AVERAGE MATURITY" means, on any day, that period (expressed in days)
     equal to the average maturity of the Pool Receivables as shall be
     calculated by the Collection Agent as set



                                       4
<PAGE>

     forth in the most recent Seller Report in accordance with the provisions
     thereof; PROVIDED, HOWEVER, that, if the Agent shall disagree with any such
     calculation, the Agent may recalculate the Average Maturity for such day.

         "BELOW INVESTMENT GRADE PERIOD" means any period during which PolyOne's
     long-term public senior unsecured and unguaranteed debt securities shall be
     rated lower than BBB- by S&P or lower than Baa3 by Moody's and which is not
     a Collateral Account Period.

         "BORROWED DEBT" has the meaning set forth in the Credit Agreement in
     effect on the date hereof.

         "BUSINESS DAY" means any day on which (i) banks are not authorized or
     required to close in New York City and (ii) if this definition of "Business
     Day" is utilized in connection with the Eurodollar Rate, dealings are
     carried out in the London interbank market.

         "CAPITAL" means, in respect of any Eligible Asset, the original amount
     paid to the Seller for such Eligible Asset at the time of its acquisition
     by an Investor pursuant to Sections 2.01 and 2.02, or such amount divided
     or combined by any dividing or combining of such Eligible Asset pursuant to
     Section 2.09, in each case reduced from time to time by Collections
     received and distributed on account of such Capital pursuant to Sections
     2.05 and 2.06; PROVIDED, HOWEVER, that such Capital of such Eligible Asset
     shall not be reduced by any distribution of any portion of Collections if
     at any time such distribution is rescinded or must otherwise be returned
     for any reason.

         "CASH COLLATERAL ACCOUNT" means an account established by the Agent
     with Citibank, account number 30506264, in the name of the Agent and under
     the sole control and dominion of the Agent.

         "CASH INTEREST EXPENSE" means, for any fiscal period of PolyOne,
     interest expense on all Debt of PolyOne and its Subsidiaries, net of
     interest income, in accordance with GAAP and including, without limitation,
     to the extent not otherwise included in accordance with GAAP, (a) interest
     expense in respect of Debt resulting from "Advances" under and as defined
     in the Credit Agreement, (b) the interest component of obligations under
     leases that have or should have been or should be, in accordance with GAAP,
     recorded as capital leases, (c) commissions, discounts and other fees and
     charges payable in connection with letters of credit issued for the account
     of PolyOne or any of its Subsidiaries, (d) the net payment, if any, payable
     in connection with Hedge Agreements (as defined in the Credit Agreement)
     and (e) fees paid pursuant to Section 2.04(a) of the Credit Agreement, but
     excluding, in each case, (w) any amounts accrued or payable in connection
     with this Agreement or the Parallel Purchase Commitment, (x) amortization
     of original issue discount, (y) the interest portion of any deferred
     payment obligation and (z) other interest not payable in cash.

         "CERTIFICATE" means a certificate of assignment by the Seller to the
     Agent on behalf of any Owner, in the form of Exhibit C hereto, evidencing
     each Eligible Asset of such Owner.

         "CIESCO" has the meaning set forth in the recital of parties hereto.

         "CITIBANK" means Citibank, N.A., a national banking association.



                                       5
<PAGE>

         "CITICORP AGENT" has the meaning set forth in the recital of parties
     hereto.

         "CITICORP INVESTORS" has the meaning set forth in the recital of
     parties hereto.

         "CNAI" has the meaning set forth in the recital of parties hereto.

         "COLLATERAL" has the meaning set forth in Section 11.10.

         "COLLATERAL ACCOUNT PERIOD" means any period during which PolyOne's
     long-term public senior unsecured and unguaranteed debt securities shall be
     rated lower than BB by S&P or lower than Ba2 by Moody's.

         "COLLECTION AGENT" has the meaning set forth in Section 6.01.

         "COLLECTION AGENT FEE" has the meaning assigned to that term in Section
     2.10.

         "COLLECTION AGENT FEE RESERVE" means, for any Eligible Asset at any
     time, the unpaid Collection Agent Fee relating to such Eligible Asset
     accrued to such time.

         "COLLECTIONS" means, with respect to any Pool Receivable, all cash
     collections and other cash proceeds of such Pool Receivable, including,
     without limitation, all cash proceeds of Related Security with respect to
     such Pool Receivable, and any Collection of such Pool Receivable deemed to
     have been received pursuant to Section 2.07.

         "CONCENTRATION LIMIT" for any Obligor means at any time 3 1/3%, or, in
     the case of any Obligor designated by the Agent (with the consent or at the
     request of the Managing Agents) in a writing delivered to the Seller, such
     other percentage ("SPECIAL CONCENTRATION LIMIT") for such Obligor so
     designated by the Agent (with the consent or at the request of the Managing
     Agents); PROVIDED, that (i) in the case of an Obligor with any Affiliated
     Obligor, the Concentration Limit shall be calculated as if such Obligor and
     such Affiliated Obligor are one Obligor and (ii) the Agent (at the request
     of any Managing Agent) may cancel any Special Concentration Limit upon five
     Business Days' notice to the Seller.

         "CONFIDENTIAL INFORMATION" has the meaning set forth in the Credit
     Agreement.

         "CONSENT AND AGREEMENT" means a consent and agreement, in substantially
     the form of Exhibit G hereto, with respect to the Receivables Contribution
     and Sale Agreement, duly executed by the Seller and each Originator.

         "CONSOLIDATED" refers to the consolidation of accounts in accordance
     with GAAP.

         "CONTRACT" means an agreement between an Originator and an Obligor, in
     substantially the form of one of the forms of written contract set forth in
     Schedule III hereto or otherwise approved by the Agent (with the consent or
     at the request of the Majority Managing Agents), or in the case of an open
     account agreement, as evidenced by one of the forms of invoices set forth
     in Schedule III hereto or otherwise approved by the Agent (with the consent
     or at the request of the Managing Agents), pursuant to or under which such
     Obligor shall be obligated to pay for merchandise, insurance or services
     from time to time.



                                       6
<PAGE>

         "CP FIXED PERIOD DATE" means, for any Eligible Asset, the date of
     Purchase of such Eligible Asset and thereafter the second Business Day of
     each calendar month or any other day as shall have been agreed to in
     writing by the Agent (with the consent or at the request of the Managing
     Agents) and the Seller prior to the first day of the preceding Fixed Period
     for such Eligible Asset, or, if there is no preceding Fixed Period, prior
     to the first day of such Purchase.

         "CRC" has the meaning set forth in the recital of parties hereto.

         "CREDIT AGREEMENT" means the Five-Year Credit Agreement dated as of
     October 30, 2000, as amended by the Letter Waiver thereto dated as of March
     31, 2001, Amendment No. 1 to the Five-Year Credit Agreement dated as of
     March 31, 2001, the Letter Waiver dated as of September 30, 2001, Amendment
     No. 2 to the Five-Year Credit Agreement dated as of November 21, 2001,
     Amendment No. 3 to the Five-Year Credit Agreement dated as of January 17,
     2002 and Amendment, Waiver and Consent No. 4 to the Five-Year Credit
     Agreement dated as of March 28, 2002, among PolyOne, the banks, financial
     institutions and other institutional lenders party thereto as Lenders,
     Salomon Smith Barney Inc., as sole lead arranger, Deutsche Bank Securities
     Inc. and Bank One, NA as syndication agents and Citicorp USA, Inc. as
     administrative agent for the Lenders, as such agreement may hereafter be
     further amended, amended and restated, supplemented or otherwise modified
     from time to time.

         "CREDIT AGREEMENT APPLICABLE MARGIN" means, as of any date, the
     `Applicable Margin' for Eurocurrency Rate Advances or Base Rate Advances,
     as the case may be, in effect on such date as set forth and defined in the
     Credit Agreement.

         "CREDIT AND COLLECTION POLICY" means those credit and collection
     policies and practices in effect on the date hereof relating to Contracts
     and Receivables described in Schedule II hereto, as modified in compliance
     with Section 5.03(c).

         "DAILY SELLER REPORT" means a report, in substantially the form of
     Exhibit D-3 hereto, as such Exhibit D-3 may be amended by the Agent from
     time to time in accordance with its then current credit policy or
     guidelines (with notice to, but without the consent of any of the Seller,
     any Originator and the Collection Agent), in each case furnished by the
     Collection Agent to the Agent for each Owner pursuant to Section 2.07.

         "DEBT" shall have the meaning set forth in the Credit Agreement in
     effect on the date hereof; any capitalized terms used in the definition of
     Debt set forth in the Credit Agreement shall have the meanings given to
     such terms in the Credit Agreement as of such date and are hereby
     incorporated herein by reference.

         "DEFAULT RATIO" means the ratio (expressed as a percentage) computed as
     of the last day of each calendar month by dividing (i) the aggregate
     Outstanding Balance of all Pool Receivables that were Defaulted Receivables
     on such date or would have been Defaulted Receivables on such date had they
     not been written off the books of the Seller or any Originator during such
     month by (ii) the aggregate Outstanding Balance of all Pool Receivables on
     such date.

         "DEFAULTED RECEIVABLE" means a Receivable:



                                       7
<PAGE>

                  (i) as to which any payment, or part thereof, remains unpaid
         for 91 days or more from the original due date for such payment,

                  (ii) as to which the Obligor thereof has taken any action, or
         suffered any event to occur, of the type described in Section 7.01(g),

                  (iii) which is subject to any dispute, offset, counterclaim or
         defense whatsoever (except the discharge in bankruptcy of the Obligor
         thereof) or

                  (iv) which, consistent with the Credit and Collection Policy,
         would be written off the Seller's or any Originator's books as
         uncollectible.

         "DELINQUENCY RATIO" means the ratio (expressed as a percentage)
     computed as of the last day of each calendar month by dividing (i) the
     aggregate Outstanding Balance of all Pool Receivables that were Delinquent
     Receivables at the end of such month by (ii) the aggregate Outstanding
     Balance of all Pool Receivables on such date.

         "DELINQUENT RECEIVABLE" means a Receivable that is not a Defaulted
     Receivable and:

                  (i) as to which any payment, or part thereof, remains unpaid
         for 31 or more days from the original due date for such payment; or

                  (ii) which, consistent with the Credit and Collection Policy,
         would be classified as delinquent by the Seller or any Originator.

         "DESIGNATED OBLIGOR" means, at any time, all Obligors; PROVIDED,
     HOWEVER, that any Obligor shall cease to be a Designated Obligor upon three
     Business Days' notice by the Agent (with the consent or at the request of
     the Majority Managing Agents) to the Seller.

         "DILUTION HORIZON" means, as of any date, a ratio computed by dividing
     (i) the aggregate Outstanding Balance of all Pool Receivables acquired by
     the Seller during the most recently ended calendar month or during such
     other period as the Agent (with the consent or at the request of the
     Managing Agents) shall determine by (ii) the Outstanding Balance of Pool
     Receivables (other than Defaulted Receivables) as at the last day of the
     most recently ended calendar month.

         "DILUTION PERCENTAGE" means, as of any date, the following:

                  (a) during any Below Investment Grade Period, the product of
         (i) the sum of (A) 1.5 times the average of the Dilution Ratios for
         each of the twelve most recently ended calendar months, plus (B) the
         Dilution Volatility as at the last day of the most recently ended
         calendar month, and (ii) the Dilution Horizon as of such date;

                  (b) during any period in which PolyOne's long-term public
         senior unsecured and unguaranteed debt securities are rated BBB or
         higher by S&P and Baa2 or higher by Moody's, the "DILUTION PERCENTAGE"
         shall be zero;

                  (c) during any period in which PolyOne's long-term public
         senior unsecured and unguaranteed debt securities are rated lower than
         BBB by S&P but



                                       8
<PAGE>

         higher than Baa3 by Moody's, or are rated higher than BBB- by S&P but
         lower than Baa2 by Moody's, the "DILUTION PERCENTAGE" shall be that set
         forth in clause (a) above but modified by excluding subclause (i)(B)
         therein; and

                  (d) during any period in which PolyOne's long-term public
         senior unsecured and unguaranteed debt securities are rated lower than
         BBB- by S&P or lower than Baa3 by Moody's, the "DILUTION PERCENTAGE"
         shall be that set forth in clause (a) above but modified by changing
         the number "1.5" referred to in subclause (i)(A) therein to the number
         "2".

         "DILUTION RATIO" means the ratio (expressed as a percentage) computed
     as of the last day of each calendar month by dividing (i) the aggregate
     amount of credits, rebates, discounts, disputes, chargebacks, returned
     inventory or equipment credits, allowances and other reductions of the
     Receivables Pool the effect of which in each case is to reduce the
     Outstanding Balance of any Pool Receivable (other than any dilution factor
     resulting solely from any write-off of any Pool Receivable by the
     Collection Agent and not from any of the other factors specified above)
     provided to Obligors during such calendar month in respect of the principal
     balance of any Pool Receivable by (ii) the aggregate Outstanding Balance of
     all Pool Receivables acquired by the Seller during the most recently ended
     prior calendar month or during such other period as the Agent (with the
     consent or at the request of the Managing Agents) shall determine.

         "DILUTION RESERVE" means, for any Eligible Asset at any date, the
     following:

                  (a) during any Investment Grade Period, an amount equal to

                                     DP x C

         where:

         DP    = the Dilution Percentage of such Eligible Asset at the close of
                 business of the Collection Agent on such date,

         C     = the Capital of such Eligible Asset at the close of business of
                 the Collection Agent on such date; and

                  (b) during any Below Investment Grade Period or any Collateral
         Account Period, an amount equal to

                                   DP x RNRPB

         where:

         DP    = the Dilution Percentage of such Eligible Asset at the close of
                 business of the Collection Agent on such date,

         RNRPB = the Net Receivables Pool Balance computed under paragraph (b)
                 of the definition thereof without giving effect to
                 clause (b)(ii) of the



                                       9
<PAGE>

                 definition thereof at the close of business of the Collection
                 Agent on such date.

         "DILUTION VOLATILITY" means, as of any date, a ratio (expressed as a
     percentage) equal to the product of (a) the highest of the Dilution Ratios
     calculated for each of the twelve most recently ended calendar months MINUS
     the average of the Dilution Ratios for each of the twelve most recently
     ended calendar months and (b) a ratio (expressed as a percentage)
     calculated by dividing the highest of the Dilution Ratios calculated for
     each of the twelve most recently ended calendar months by the average of
     the Dilution Ratios for each of the twelve most recently ended calendar
     months.

         "EBITDA" means, for any period, net income (or net loss) PLUS the sum
     of (a) interest expense, (b) income tax expense, (c) depreciation expense,
     (d) amortization expense (e) non-cash extraordinary or unusual losses
     deducted in calculating net income and resulting from business
     rationalizations and facility closures in an aggregate amount from the date
     hereof not to exceed $50,000,000 less non-cash extraordinary or unusual
     gains added in calculating net income, PROVIDED, that for the calendar year
     2001, such amount included in this clause (e) for extraordinary and unusual
     losses resulting from business rationalizations and facility closures shall
     include cash charges for such losses in an aggregate amount not to exceed
     $14,800,000 and (f) from October 1, 2001 through June 30, 2003, cash
     extraordinary or unusual losses deducted in calculating net income
     resulting from the Triple Crown restructuring as and when incurred (when
     received or expensed), rather than on an accrual basis, in each case
     determined in accordance with GAAP for such period.

         "ELIGIBLE ASSET" means, at any time, an undivided percentage ownership
     interest at such time in (i) all then outstanding Pool Receivables arising
     prior to the time of the most recent computation or recomputation of such
     undivided percentage interest pursuant to Section 2.04, (ii) all Related
     Security with respect to such Pool Receivables and (iii) all Collections
     with respect to, and other proceeds of, such Pool Receivables. Such
     undivided percentage interest for such Eligible Asset shall be computed as

                             C + LR + DR + YR + CAFR
                             -----------------------
                                      NRPB

     where:

         C    = the Capital of such Eligible Asset at the time of such
                computation.

         LR   = the Loss Reserve of such Eligible Asset at the time of such
                computation.

         DR   = the Dilution Reserve of such Eligible Asset at the time of such
                computation.

         YR   = the Yield Reserve of such Eligible Asset at the time of such
                computation.

         CAFR = the Collection Agent Fee Reserve of such Eligible Asset at the
                time of such computation.



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<PAGE>

         NRPB = the Net Receivables Pool Balance at the time of such
                computation.

     Each Eligible Asset shall be determined from time to time pursuant to the
     provisions of Section 2.04.

         "ELIGIBLE ASSIGNEE" means (i) any Managing Agent or any of its
     Affiliates, (ii) any Investor or any of its Affiliates, (iii) any
     commercial bank all of whose short-term public senior unsecured and
     unguaranteed debt securities are rated at least A-1 by S&P and at least P-1
     by Moody's, or (iv) any other Person approved by the Agent and the Seller
     (which approval shall not be unreasonably withheld or delayed); PROVIDED,
     HOWEVER, that neither any Originator nor the Seller nor any of their
     respective Affiliates may be an Eligible Assignee.

         "ELIGIBLE RECEIVABLE" means, at any time and with respect to any
     Eligible Asset, a Receivable:

                  (i) the Obligor of which is a United States resident, is not
         an Affiliate of any Originator or any of the parties hereto, and is not
         a government or a governmental subdivision or agency;

                  (ii) the Obligor of which at the time of the initial creation
         of an interest therein hereunder is a Designated Obligor;

                  (iii) the Obligor of which at the time of the initial creation
         of an interest therein hereunder is not the Obligor of any Defaulted
         Receivables in the aggregate amount of 5% or more of the aggregate
         Outstanding Balance of all Pool Receivables of such Obligor;

                  (iv) which at the time of the initial creation of an interest
         therein hereunder is not a Defaulted Receivable or a Delinquent
         Receivable;

                  (v) which, according to the Contract related thereto, is
         required to be paid in full within 30 days (or, in the case of
         Receivables having an Outstanding Balance not exceeding 25% of the
         Outstanding Balance of all Pool Receivables, 90 days) of the original
         billing date therefor;

                  (vi) which is an account receivable representing all or part
         of the sales price of merchandise, insurance and services within the
         meaning of Section 3(c)(5) of the Investment Company Act of 1940, as
         amended;

                  (vii) a purchase of which with the proceeds of notes would
         constitute a "current transaction" within the meaning of Section
         3(a)(3) of the Securities Act of 1933, as amended;

                  (viii) which is an "account" within the meaning of Section
         9-102(a)(2) of the UCC of each jurisdiction the law of which governs
         the perfection of the interest created by an Eligible Asset;

                  (ix) which is denominated and payable only in United States
         dollars in the United States;



                                       11
<PAGE>

                  (x) which arises under a Contract which has been duly
         authorized and which, together with such Receivable, is in full force
         and effect and constitutes the legal, valid and binding obligation of
         the Obligor of such Receivable enforceable against such Obligor in
         accordance with its terms and is not subject to any Adverse Claim or
         any dispute, offset, counterclaim or defense whatsoever (except the
         discharge in bankruptcy of such Obligor);

                  (xi) which, together with the Contract related thereto, does
         not contravene in any material respect any laws, rules or regulations
         applicable thereto (including, without limitation, laws, rules and
         regulations relating to truth in lending, fair credit billing, fair
         credit reporting, equal credit opportunity, fair debt collection
         practices and privacy) and with respect to which no party to the
         Contract related thereto is in violation of any such law, rule or
         regulation in any material respect;

                  (xii) which (A) satisfies all applicable requirements of the
         Credit and Collection Policy and (B) complies with such other criteria
         and requirements (other than those relating to the collectibility of
         such Receivable) as the Agent (with the consent or at the request of
         the Majority Managing Agents) may from time to time specify to the
         Seller upon 30 days notice; and

                  (xiii) as to which, at or prior to the time of the initial
         creation of an interest therein through a Purchase, the Agent has not
         notified the Seller that the Agent has determined (with the consent or
         at the request of the Majority Managing Agents) that such Receivable
         (or class of Receivables) is not acceptable for purchase by the
         Investors hereunder.

         "ERISA" means the U.S. Employee Retirement Income Security Act of 1974,
     as amended from time to time and the regulations promulgated and rulings
     issued thereunder.

         "EUROCURRENCY LIABILITIES" has the meaning assigned to that term in
     Regulation D of the Board of Governors of the Federal Reserve System, as in
     effect from time to time.

         "EURODOLLAR RATE" means, for any Fixed Period, an interest rate per
     annum equal to the rate per annum obtained by dividing (i) the rate per
     annum at which deposits in U.S. dollars are offered by the principal office
     of Citibank in London, England to prime banks in the London interbank
     market at 11:00 A.M. (London time) two Business Days before the first day
     of such Fixed Period in an amount substantially equal to the Capital
     associated with such Fixed Period for a period equal to such Fixed Period
     by (ii) a percentage equal to 100% minus the Eurodollar Rate Reserve
     Percentage (as defined below) for such Fixed Period. The "EURODOLLAR RATE
     RESERVE PERCENTAGE" for any Fixed Period means the reserve percentage
     applicable two Business Days before the first day of such Fixed Period
     under regulations issued from time to time by the Board of Governors of the
     Federal Reserve System (or any successor) for determining the maximum
     reserve requirement (including, but not limited to, any emergency,
     supplemental or other marginal reserve requirement) for a member bank of
     the Federal Reserve System in New York City with respect to liabilities or
     assets consisting of or including eurocurrency liabilities (as that term is
     defined in Regulation D of the Board of Governors of the Federal Reserve
     System as in effect from time to time) having a term equal to such Fixed
     Period.



                                       12
<PAGE>

         "EVENT OF INVESTMENT INELIGIBILITY" has the meaning assigned to that
     term in Section 7.01.

         "EXCESS CONCENTRATION AMOUNT" means, at any time, the aggregate, for
     all Obligors, of the amount of each Obligor by which the aggregate
     Outstanding Balance of all Eligible Receivables of such Obligor exceeds,
     (i) in the case of each Obligor other than an Obligor having a Special
     Concentration Limit, the product of (A) the Concentration Limit for such
     Obligor multiplied by (B) the Net Receivables Pool Balance computed under
     paragraph (b) of the definition thereof without giving effect to clause
     (b)(ii) of the definition thereof at such time and (ii) in the case of each
     Obligor having a Special Concentration Limit, the lesser of (I) the product
     of (A) the Concentration Limit for such Obligor multiplied by (B) the Net
     Receivables Pool Balance computed under paragraph (b) of the definition
     thereof without giving effect to clause (b)(ii) of the definition thereof
     at such time, and (II) $10,000,000.

         "FACILITY" means the willingness of each Investor to consider, in its
     sole discretion pursuant to Article II, the purchase from the Seller of
     undivided percentage interests in Pool Receivables by making Purchases of
     Eligible Assets from time to time.

         "FACILITY TERMINATION DATE" means, for any Eligible Asset, the earlier
     of April 10, 2006 or the date of termination of the Facility for such
     Eligible Asset pursuant to Section 2.03 or Section 7.01.

         "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate
     per annum equal for each day during such period to the weighted average of
     the rates on overnight federal funds transactions with members of the
     Federal Reserve System arranged by federal funds brokers, as published for
     such day (or, if such day is not a Business Day, for the next preceding
     Business Day) by the Federal Reserve Bank of New York, or, if such rate is
     not so published for any day that is a Business Day, the average of the
     quotations for such day for such transactions received by the Agent from
     three federal funds brokers of recognized standing selected by it.

         "FEE LETTER" means the letter agreement dated as of the date hereof
     among the Seller, PolyOne and the Agent on behalf of itself, the Owners and
     the Liquidity Banks, as the same may from time to time be amended,
     supplemented or otherwise modified.

         "FEES" means those fees set forth and designated as "Fees" in the Fee
     Letter.

         "FIXED PERIOD" means with respect to any Eligible Asset:

                  (a) in the case of any Fixed Period in respect of which Yield
         is computed by reference to the Investor Rate, each successive period
         commencing on each CP Fixed Period Date for such Eligible Asset and
         ending on the next succeeding CP Fixed Period Date for such Eligible
         Asset;

                  (b) in the case of any Fixed Period in respect of which Yield
         is computed by reference to the Assignee Rate, each successive period
         of from one to and including 29 days, or a period of one, two, three or
         six months as the Seller shall select and the Agent (with the consent
         or at the request of the Managing Agents) shall approve on notice by
         the Seller received by the Agent (including notice by telephone,



                                       13
<PAGE>

         confirmed in writing) not later than 11:00 A.M. (New York City time) on
         the last day of the immediately preceding Fixed Period for such
         Eligible Asset, each such Fixed Period for any Eligible Asset to
         commence on such last day (or, if there is no such Fixed Period, on the
         date of Purchase of such Eligible Asset), EXCEPT that if the Agent
         shall not have received such notice or the Agent and the Seller shall
         not have so mutually agreed before 11:00 A.M. (New York City time) on
         such last day, such period shall be one day;

         PROVIDED, HOWEVER, that:

                  (i) any such Fixed Period (other than of one day) which would
         otherwise end on a day which is not a Business Day shall be extended to
         the next succeeding Business Day (PROVIDED, HOWEVER, if Yield in
         respect of such Fixed Period is computed by reference to the Eurodollar
         Rate, and such Fixed Period would otherwise end on a day which is not a
         Business Day, and there is no subsequent Business Day in the same
         calendar month as such day, such Fixed Period shall end on the next
         preceding Business Day);

                  (ii) in the case of Fixed Periods of one day for any Eligible
         Asset, (A) if such Fixed Period is such Eligible Asset's initial Fixed
         Period, such Fixed Period shall be the day of the related Purchase; (B)
         any subsequently occurring Fixed Period which is one day shall, if the
         immediately preceding Fixed Period is more than one day, be the last
         day of such immediately preceding Fixed Period, and, if the immediately
         preceding Fixed Period is one day, be the day next following such
         immediately preceding Fixed Period; and (C) which occurs on a day
         immediately preceding a day which is not a Business Day shall be
         extended to the next succeeding Business Day; and

                  (iii) in the case of any Fixed Period for any Eligible Asset
         which commences before the Termination Date for such Eligible Asset and
         would otherwise end on a date occurring after such Termination Date,
         such Fixed Period shall end on such Termination Date and the duration
         of each Fixed Period which commences on or after the Termination Date
         for such Eligible Asset shall be of such duration as shall be selected
         by the Agent.

         "GAAP" has the meaning specified in Section 1.04.

         "HEDGE AGREEMENTS" means interest rate swap, cap or collar agreements,
     interest rate future or option contracts, currency swap agreements,
     currency future or option contracts and other similar agreements.

         "INDEMNIFIED AMOUNTS" has the meaning specified in Section 10.01.

         "INDEMNIFIED PARTY" means any or all of the Investors, the Managing
     Agents, Citibank, CNAI, the Assignees, the Liquidity Banks, the
     Participants and the Agent and their respective Affiliates and successors
     and assigns and their respective officers, directors, employees, agents and
     advisors.



                                       14
<PAGE>

         "INTEREST COVERAGE RATIO" means, with respect to any fiscal quarter,
     the ratio of (a) EBITDA of PolyOne and its Subsidiaries, including, at any
     time after demand for performance of PolyOne's guaranty of the obligations
     of Sunbelt (as defined in the Credit Agreement) has been made, their pro
     rata share of Sunbelt, on a Consolidated basis to (b) Cash Interest Expense
     of PolyOne and its Subsidiaries, including, at any time after demand for
     performance of the PolyOne's guaranty of the obligations of Sunbelt has
     been made, their pro rata share of Sunbelt, on a Consolidated basis, in
     each case in the aggregate for the period of four consecutive fiscal
     quarters ended at the end of such fiscal quarter; PROVIDED that clause (a)
     of this definition shall be calculated to include the EBITDA for such
     period of four consecutive fiscal quarters of any business acquired by
     PolyOne or its Subsidiaries during such period.

         "INVESTMENT" in any Person means any loan or advance to such Person,
     any purchase or other acquisition of any capital stock or other ownership
     or profit interest, warrants, rights, options, obligations or other
     securities of such Person, any capital contribution to such Person or any
     other investment in such Person.

         "INVESTMENT GRADE PERIOD" means any period during which PolyOne's
     long-term public senior unsecured and unguaranteed debt securities shall be
     rated BBB- or higher by S&P and Baa3 or higher by Moody's.

         "INVESTOR" means CRC and Ciesco, provided, however, that upon any
     assignment hereunder pursuant to Section 9.02 of all or a portion of the
     Eligible Assets owned by any Investor together with all or a portion of the
     rights and obligations of such Investor hereunder associated therewith, the
     Assignee thereof shall be an Investor for all purposes hereunder.

         "INVESTOR RATE" for any Fixed Period for any Eligible Asset means, to
     the extent an Owner funds such Eligible Asset for such Fixed Period by
     issuing commercial paper, the per annum rate equivalent to the weighted
     average of the per annum rates paid or payable by such Owner from time to
     time as interest on or otherwise (by means of interest rate hedges or
     otherwise) in respect of those promissory notes issued by such Owner that
     are allocated, in whole or in part, by the Managing Agent of such Owner (on
     behalf of such Owner) to fund the Purchase or maintenance of such Eligible
     Asset during such Fixed Period, as determined by the Managing Agent of such
     Owner (on behalf of such Owner) and reported to the Seller and the
     Collection Agent, which rates shall reflect and give effect to the
     commissions of placement agents and dealers in respect of such promissory
     notes, to the extent such commissions are allocated, in whole or in part,
     to such promissory notes by the Managing Agent of such Owner (on behalf of
     such Owner); PROVIDED, HOWEVER, if the rate (or rates) as agreed between
     any such agent or dealer and the Managing Agent of such Owner, with regard
     to any Fixed Period for any Eligible Asset is a discount rate (or rates),
     the "INVESTOR RATE" for such Fixed Period shall be the rate (or if more
     than one rate, the weighted average of the rates) resulting from converting
     such discount rate (or rates) to an interest-bearing equivalent rate per
     annum.

         "LIQUIDATION DAY" for any Eligible Asset means either (i) each day
     during any Settlement Period for such Eligible Asset on which the
     conditions set forth in Section 3.02 are not satisfied (or such failure of
     conditions is not waived by the Agent), or (ii) each day which occurs on or
     after the Termination Date for such Eligible Asset.



                                       15
<PAGE>

         "LIQUIDATION FEE" means, for any Fixed Period during which a
     Liquidation Day occurs, the amount, if any, by which (i) the additional
     Yield (calculated without taking into account any Liquidation Fee or any
     shortened duration of such Fixed Period pursuant to clause (iv) of the
     definition thereof) which would have accrued during such Fixed Period on
     the reductions of Capital of the Eligible Asset relating to such Fixed
     Period had such reductions remained as Capital, exceeds (ii) the income, if
     any, received by the Owner's investing the proceeds of such reductions of
     Capital.

         "LIQUIDATION YIELD" means, for any Eligible Asset at any date, an
     amount equal to the product of (i) the Capital of such Eligible Asset as at
     such date and (ii) the product of (a) the Assignee Rate for such Eligible
     Asset for a Fixed Period deemed to commence at such time for a period of 30
     days and (b) a fraction having as its numerator the number of days in the
     period equal to the Average Maturity (as in effect at such date) and 360 as
     its denominator.

         "LIQUIDITY BANKS" means the banks and other financial institutions
     (other than the Agent) parties to the Parallel Purchase Commitment,
     together with their successors and assigns.

         "LOCK-BOX ACCOUNT" means a deposit account maintained at a Lock-Box
     Bank for the purpose of receiving Collections.

         "LOCK-BOX AGREEMENT" means an agreement, in substantially the form of
     Exhibit E hereto, among the Seller or any Originator, as the case may be,
     the Agent and a Lock-Box Bank with such modifications as may be acceptable
     to the Agent.

         "LOCK-BOX BANK" means any of the banks holding one or more Lock-Box
     Accounts.

         "LOCK-BOX NOTICE" means a notice, in substantially the form of Annex I
     to a Lock-Box Agreement, from the Agent to any Lock-Box Bank.

         "LOSS HORIZON FACTOR" means, as of any date, a ratio computed by
     dividing (a) the aggregate Outstanding Balance of all Pool Receivables
     acquired by the Seller during the preceding three calendar months by (b)
     the aggregate Outstanding Balance of all Pool Receivables (other than
     Defaulted Receivables) as of the end of the last calendar month ended on or
     before such date.

         "LOSS PERCENTAGE" for any Eligible Asset on any date, (a) during any
     Investment Grade Period, the greatest of (i) 10%, (ii) four times the
     Concentration Limit and (iii) three times the highest Default Ratio as of
     the last day of any of the 12 calendar months ended immediately preceding
     such date, and (b) during any period in which PolyOne's long-term public
     senior unsecured and unguaranteed debt securities are rated lower than BBB-
     by S&P or Baa3 by Moody's, the greatest of (i) 10%, (ii) four times the
     Concentration Limit and (iii) the product of (A) two multiplied by (B) the
     Loss Horizon Factor as of such date multiplied by (C) the highest of the
     average Loss Ratios for any three consecutive calendar month period during
     the twelve calendar months most recently ended on or before such date.

         "LOSS RATIO" means, for any calendar month, the ratio (expressed as a
     percentage) computed as of the last day of such calendar month by dividing
     (a) the aggregate Outstanding Balance of all Pool Receivables which (i) are
     at least 61 but not more than 90 days past due



                                       16
<PAGE>

     or (ii) otherwise became Defaulted Receivables during such calendar month
     or (iii) were written off during such calendar month by (b) the aggregate
     Outstanding Balance of all Pool Receivables acquired by the Seller during
     the third calendar month preceding such calendar month.

         "LOSS RESERVE" means, for any Eligible Asset at any date, the
     following:

                  (a) during any Investment Grade Period, an amount equal to

                                  LP x (C + YR)

         where:

         LP    = the Loss Percentage for such Eligible Asset at the close of
                 business of the Collection Agent on such date,

         C     = the Capital of such Eligible Asset at the close of business of
                 the Collection Agent on such date,

         YR    = the Yield Reserve for such Eligible Asset at the close of
                 business of the Collection Agent on such date; and

                  (b) during any Below Investment Grade Period or Collateral
         Account Period, an amount equal to

                                   LP x RNRPB

         where:

         LP    = the Loss Percentage for such Eligible Asset at the close of
                 business of the Collection Agent on such date,

         RNRPB = the Net Receivables Pool Balance computed under clause (b) of
                 the definition thereof without giving effect to clause (b)(ii)
                 of the definition thereof at the close of business of the
                 Collection Agent on such date.

         "MAJORITY MANAGING AGENTS" means, at any time, Managing Agents of the
     Investors owning at least 66 2/3% of the then aggregate outstanding
     Eligible Assets owned by the Investors or, if no Eligible Asset is then
     owned by any Investor, Investors holding at least 66 2/3% of the
     aggregate Purchase Limits.

         "MANAGING AGENT" means, at any time, each of the Citicorp Agent and, in
     the case of any Investor becoming a party hereto by Assignment and
     Acceptance, the Person designated as Managing Agent for such Investor and
     its successive Assignees in such Assignment and Acceptance, PROVIDED that
     in the case of any such designation in such Assignment and Acceptance, the
     Managing Agent of the assignor executing and delivering such Assignment and
     Acceptance shall have assigned, and the Person so designated shall have
     accepted and assumed, all of such Managing Agent's rights, interests,
     duties and obligations (to the extent



                                       17
<PAGE>

     theretofore related to such assignor and thereafter relating to such
     Investor) as Managing Agent hereunder in writing.

         "MONTHLY SELLER REPORT" means a report, in substantially the form of
     Exhibit D-1 hereto, as such Exhibit D-1 may be amended by the Agent from
     time to time in accordance with its then current credit policy or
     guidelines (with notice to, but without the consent of any of the Seller,
     any Originator and the Collection Agent), in each case furnished by the
     Collection Agent to the Agent for each Owner pursuant to Section 2.07.

         "MOODY'S" means Moody's Investors Service, Inc.

         "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
     Seller or any ERISA Affiliate and at least one Person other than the Seller
     and the ERISA Affiliates or (b) was so maintained and in respect of which
     the Seller or any ERISA Affiliate could have liability under Section 4064
     or 4069 of ERISA in the event such plan has been or were to be terminated.

         "NET RECEIVABLES POOL BALANCE" means, at any time, the following:

         (a) during any Investment Grade Period, the Outstanding Balance of the
     Eligible Receivables in the Receivables Pool at such time reduced by the
     sum of (i) the aggregate Outstanding Balance of the Defaulted Receivables
     in the Receivables Pool at such time, (ii) the aggregate amount by which
     the then Outstanding Balance of all Eligible Receivables (other than
     Defaulted Receivables) of each Obligor then in the Receivables Pool
     exceeds, in the case of each Obligor other than an Obligor having a Special
     Concentration Limit, the product of (A) the Concentration Limit for such
     Obligor multiplied by (B) the aggregate then outstanding Capital of all
     Eligible Assets, and in the case of each Obligor having a Special
     Concentration Limit, the lower of (I) the product of (A) the Concentration
     Limit for such Obligor multiplied by (B) the aggregate then outstanding
     Capital of all Eligible Assets, and (II) $10,000,000, (iii) the aggregate
     amount of Collections on hand at such time for payment on account of any
     Eligible Receivables, the Obligor of which has not been identified and (iv)
     the aggregate Outstanding Balance of all Eligible Receivables in respect of
     which any credit memo issued by the Seller or any Originator is outstanding
     at such time to the extent deemed Collections in respect thereof have not
     been paid pursuant to Section 2.07; and

         (b) during any Below Investment Grade Period and any Collateral Account
     Period, the Outstanding Balance of the Eligible Receivables in the
     Receivables Pool at such time reduced by the sum of (i) the aggregate
     Outstanding Balance of the Defaulted Receivables in the Receivables Pool at
     such time, (ii) the Excess Concentration Amount, (iii) the aggregate amount
     of Collections on hand at such time for payment on account of any Eligible
     Receivables, the Obligor of which has not been identified and (iv) the
     aggregate Outstanding Balance of all Eligible Receivables in respect of
     which any credit memo issued by the Seller or any Originator is outstanding
     at such time to the extent deemed Collections in respect thereof have not
     been paid pursuant to Section 2.07.

         "OBLIGOR" means a Person obligated to make payments pursuant to a
     Contract.

         "ORIGINAL AGREEMENT" has the meaning set forth in Preliminary Statement
     (2).



                                       18
<PAGE>

         "ORIGINATOR" means each of PolyOne, PolyOne Engineered Films, Inc., a
     Virginia corporation, PolyOne Distribution Company, a Delaware corporation,
     and each other wholly-owned Subsidiary of PolyOne (other than the Seller)
     that shall from time to time become a party to the Receivables Contribution
     and Sale Agreement and the Consent and Agreement pursuant to the terms
     thereof and with the consent of the Managing Agents and the Agent.

         "OUTSTANDING BALANCE" of any Receivable at any time means the then
     outstanding principal balance thereof.

         "OWNER" means, for each Eligible Asset, upon its Purchase, the Investor
     which made such Purchase and all other owners by assignment or otherwise of
     an Eligible Asset and, to the extent of the undivided interests so
     purchased, shall include any Participants.

         "PARALLEL PURCHASE COMMITMENT" means the Fourth Amended and Restated
     Parallel Purchase Commitment dated as of the date hereof among the Seller,
     the Liquidity Banks and CNAI, as Agent, as the same may be amended, amended
     and restated, supplemented or otherwise modified from time to time in
     accordance with its terms.

         "PARENT UNDERTAKING" means the Undertaking Agreement, dated as of the
     date hereof and in substantially the form of Exhibit H hereto, by PolyOne
     in favor of the Investors, the Managing Agents, the Liquidity Banks, the
     Participants and the Agent, as the same may from time to time be amended,
     supplemented or otherwise modified with the prior written consent of the
     Managing Agents and the Agent.

         "PARTICIPANT" means each Person which at any time shall have purchased
     from any Investor or any Assignee thereof an undivided interest in any
     Eligible Asset, or shall have otherwise provided to any Investor or
     Assignee a liquidity or credit enhancement with respect thereto, or shall
     have made a commitment to a Managing Agent or to any Investor or any
     Assignee thereof to so purchase such an interest or to otherwise provide a
     liquidity or credit enhancement with respect to any Eligible Asset.

         "PERSON" means an individual, partnership, corporation (including a
     business trust), joint stock company, trust, unincorporated association,
     joint venture or other entity, or a government or any political subdivision
     or agency thereof.

         "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

         "POLYONE" has the meaning set forth in the recital of parties hereto.

         "POLYONE ASSIGNMENT" has the meaning set forth in Preliminary
     Statement (3).

         "POOL RECEIVABLE" means a Receivable in the Receivables Pool.

         "PURCHASE" means a purchase by any Investor of an Eligible Asset from
     the Seller pursuant to Article II.

         "PURCHASE LIMIT" means, with respect to the Citicorp Investors or
     either of them, the amount of U.S.$250,000,000 or, with respect to each of
     the Citicorp Investors and other Investors, if any, that have entered into
     one or more Assignment and Acceptances, the



                                       19
<PAGE>

     amount set forth for such Citicorp Investor and such other Investor,
     respectively, in the Register maintained by the Agent pursuant to Section
     9.02(c) as such Citicorp Investor's or such other Investor's "Purchase
     Limit," as such amount may be reduced pursuant to Section 2.03.

         "RECEIVABLE" means the indebtedness of any Obligor under a Contract
     arising from a sale by any Originator, and includes the right to payment of
     any interest or finance charges and other obligations of such Obligor with
     respect thereto.

         "RECEIVABLES CONTRIBUTION AND SALE AGREEMENT" means the Receivables
     Contribution and Sale Agreement, dated as of the date hereof and in
     substantially the form of Exhibit F hereto, among each Originator and the
     Seller, as the same may from time to time be amended, supplemented or
     otherwise modified with the prior written consent of the Managing Agents
     and the Agent.

         "RECEIVABLES POOL" means at any time the aggregation of each then
     outstanding Receivable in respect of which the Obligor is a Designated
     Obligor or, as to any Receivable in existence on such date, was a
     Designated Obligor on the date of any Purchase or reinvestment pursuant to
     Section 2.05.

         "RECORDS" means, with respect to any Receivable, all Contracts and
     other documents, books, records and other information (including, without
     limitation, computer programs, tapes, discs, punch cards, data processing
     software and related property and rights) relating to such Receivable and
     the related Obligor.

         "REGISTER" has the meaning set forth in Section 9.02(c).

         "REINVESTMENT TERMINATION DATE" means, for any Eligible Asset, that
     Business Day which the Seller designates, or, if the conditions precedent
     in Section 3.02 are not satisfied, such Business Day which the Agent (with
     the consent or at the request of any Managing Agent) designates, as the
     Reinvestment Termination Date for such Eligible Asset by notice to the
     Agent (if the Seller so designates) or to the Seller (if the Agent so
     designates) at least one Business Day prior to such Business Day.

         "RELATED SECURITY" means with respect to any Receivable:

                  (a) all of the interest of the Seller in the merchandise
         (including returned merchandise), if any, relating to the sale which
         gave rise to such Receivable;

                  (b) all other security interests or liens and property subject
         thereto from time to time purporting to secure payment of such
         Receivable, whether pursuant to the Contract related to such Receivable
         or otherwise, together with all financing statements signed by an
         Obligor describing any collateral securing such Receivable;

                  (c) all letters-of-credit rights, guarantees, insurance and
         other agreements or arrangements of whatever character from time to
         time supporting or securing payment of such Receivable whether pursuant
         to the Contract related to such Receivable or otherwise;



                                       20
<PAGE>

                  (d) all Records relating to such Receivable; and

                  (e) all Additional Assigned Rights from time to time in
         effect.

         "REQUIRED NET RECEIVABLES POOL BALANCE" means, as of any date of
     determination, the sum of (a) the aggregate outstanding Capital of Eligible
     Assets and the aggregate outstanding "Capital" of "Eligible Assets" under
     and as defined in the Parallel Purchase Commitment as of such date plus (b)
     the aggregate Loss Reserve for all Eligible Assets and the aggregate "Loss
     Reserve" for all "Eligible Assets" under and as defined in the Parallel
     Purchase Commitment as of such date plus (c) the aggregate Dilution Reserve
     for all Eligible Assets and the aggregate "Dilution Reserve" for all
     "Eligible Assets" under and as defined in the Parallel Purchase Commitment
     as of such date plus (d) the aggregate Yield Reserve for all Eligible
     Assets and the aggregate "Yield Reserve" for all "Eligible Assets" under
     and as defined in the Parallel Purchase Commitment as of such date plus (e)
     the aggregate Collection Agent Fee Reserve for all Eligible Assets and the
     aggregate "Collection Agent Fee" for all "Eligible Assets" under and as
     defined in the Parallel Purchase Commitment as of such date; PROVIDED,
     HOWEVER, that for purposes of such calculation under clause (a) above, the
     aggregate Capital of Eligible Assets shall be reduced by the aggregate
     amount of funds held in the Cash Collateral Account on such date.

         "RESPONSIBLE OFFICER" means the chief financial officer, controller or
     chief accounting officer of the Seller or PolyOne, as the case may be.

         "RESTATEMENT EFFECTIVE DATE" shall have the meaning set forth in
     Section 3.01.

         "S&P" means Standard & Poor's Ratings Services, a division of The
     McGraw-Hill companies.

         "SECURED OBLIGATIONS" has the meaning set forth in Section 11.10.

         "SELLER REPORT" means any Daily Seller Report, Weekly Seller Report or
     Monthly Seller Report.

         "SELLER'S ACCOUNT" means the deposit account (account number 1049893)
     of the Seller maintained at the office of Mellon Bank, N.A. at Pittsburgh,
     Pennsylvania.

         "SETTLEMENT PERIOD" for any Eligible Asset means the following:

                  (a) during any Investment Grade Period, each period commencing
         on the first day of each Fixed Period for such Eligible Asset and
         ending on the last day of such Fixed Period;

                  (b) during any Below Investment Grade Period, each successive
         period of one week that is included within each period referred to in
         clause (a) of this definition; and

                  (c) during any Collateral Account Period, each successive
         period of one day that is included within each period referred to in
         clause (a) of this definition;



                                       21
<PAGE>

         "SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
     Seller or any ERISA Affiliate and no Person other than the Seller and the
     ERISA Affiliates or (b) was so maintained and in respect of which the
     Seller or any ERISA Affiliate could have liability under Section 4069 of
     ERISA in the event such plan has been or were to be terminated.

         "SUBORDINATED NOTE" has the meaning set forth in the Receivables
     Contribution and Sale Agreement.

         "SUBSIDIARY" of any Person means any corporation, partnership, joint
     venture, trust or estate of which (or in which) more than 50% of (a) the
     issued and outstanding capital stock having ordinary voting power to elect
     a majority of the Board of Directors of such corporation (irrespective of
     whether at the time capital stock of any other class or classes of such
     corporation shall or might have voting power upon the occurrence of any
     contingency), (b) the interest in the capital or profits of such
     partnership or joint venture or (c) the beneficial interest in such trust
     or estate is at the time directly or indirectly owned or controlled by such
     Person, by such Person and one or more of its other Subsidiaries or by one
     or more of such Person's other Subsidiaries.

         "TERMINATION DATE" means, for any Eligible Asset, the earlier of (i)
     the Reinvestment Termination Date for such Eligible Asset and (ii) the
     Facility Termination Date for such Eligible Asset.

         "TRANSACTION DOCUMENTS" means this Agreement, the Parallel Purchase
     Commitment, the Receivables Contribution and Sale Agreement, the
     Subordinated Notes, the Certificates, the Lock-Box Agreements, the Consent
     and Agreement, the Parent Undertaking and the Fee Letter.

         "UCC" means the Uniform Commercial Code as from time to time in effect
     in the specified jurisdiction.

         "USAGE" means, as of any date of determination, the ratio (expressed as
     a percentage) computed by dividing the aggregate Outstanding Balance of all
     Receivables in the Receivables Pool by the aggregate of the Purchase Limits
     of all the Investors, calculated in each case as of the close of business
     of the Collection Agent on such date.

         "WEEKLY SELLER REPORT" means a report, in substantially the form of
     Exhibit D-2 hereto, as such Exhibit D-2 may be amended by the Agent from
     time to time in accordance with its then current credit policy or
     guidelines (with notice to, but without the consent of any of, the Seller,
     any Originator and the Collection Agent), in each case furnished by the
     Collection Agent to the Agent for each Owner pursuant to Section 2.07.

         "WELFARE PLAN" means a welfare plan, as defined in Section 3(1) of
     ERISA.

         "YIELD" means:

                  (i) for each Eligible Asset for any Fixed Period to the extent
         an Investor will be funding such Eligible Asset on the first day of
         such Fixed Period through the issuance of commercial paper,



                                       22
<PAGE>

                                IR x C x  ED + LF
                                          --
                                          360

                  (ii) for each Eligible Asset for any Fixed Period to the
         extent the Investor will not be funding such Eligible Asset on the
         first day of such Fixed Period through the issuance of commercial
         paper,

                                AR x C x  ED + LF
                                          --
                                          360

         where:

         AR = the Assignee Rate for such Eligible Asset for such Fixed Period.

         C = the Capital of such Eligible Asset during such Fixed Period.

         IR = the Investor Rate for such Eligible Asset for such Fixed Period.

         ED = the actual number of days elapsed during such Fixed Period.

         LF = the Liquidation Fee, if any, for such Eligible Asset for such
              Fixed Period.

            PROVIDED, HOWEVER, that no provision of this Agreement or any
            Certificate shall require the payment or permit the collection of
            Yield in excess of the maximum permitted by applicable law; and
            PROVIDED FURTHER that Yield for any Eligible Asset shall not be
            considered paid by any distribution if at any time such distribution
            is rescinded or must otherwise be returned for any reason.

                  "YIELD RESERVE" for any Eligible Asset at any time of
            determination means the sum of (i) the Liquidation Yield at such
            time for such Eligible Asset, and (ii) the accrued and unpaid Yield
            for such Eligible Asset.

                  SECTION 1.02. OTHER TERMS.

                  All terms used in Article 9 of the UCC in the State of New
York, and not specifically defined herein, are used herein as defined in such
Article 9.

                  SECTION 1.03. COMPUTATION OF TIME PERIODS.

                  Unless otherwise stated in this Agreement, in the computation
of a period of time from a specified date to a later specified date, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding."

                  SECTION 1.04. ACCOUNTING TERMS.

                  All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles consistent
with those applied in the preparation of the financial statements referred to in
Section 4.01(e) ("GAAP").



                                       23
<PAGE>

                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE PURCHASES


                  SECTION 2.01. FACILITY.

                  On the terms and conditions hereinafter set forth, any or all
of the Investors may, in their sole discretion, make Purchases from time to time
during the period from the date hereof to the Facility Termination Date for such
Investor or Investors. Purchases of Eligible Assets by more than one Investor
shall be made by the Investors making such Purchases simultaneously and, if one
or both of the Citicorp Investors and another Investor or other Investors are
making such Purchases, ratably according to their respective Purchase Limits.
Under no circumstances shall any Investor make any Purchase if, after giving
effect to such Purchase, the aggregate outstanding Capital of Eligible Assets
owned by such Investor, together with the aggregate outstanding "Capital" of
"Eligible Assets" owned by that Liquidity Bank which is an Affiliate of such
Investor under the Parallel Purchase Commitment would exceed the Purchase Limit
for such Investor. The Owner of each Eligible Asset shall, with the proceeds of
Collections attributable to such Eligible Asset, reinvest, pursuant to Section
2.05, in additional undivided percentage interests in the Pool Receivables by
making an appropriate readjustment of such Eligible Asset. Nothing in this
Agreement shall be deemed to be or construed as a commitment by any Investor to
purchase any Eligible Asset at any time.

                  SECTION 2.02. MAKING PURCHASES.

                  (a) Each Purchase of Eligible Assets shall be made on at least
two Business Days' notice from the Seller to the Agent, or on such other notice
period as the Seller and the Agent (with the consent or at the request of the
Managing Agents) shall agree. Each such notice of such proposed Purchase shall
specify the desired aggregate amount (which shall not be less than $1,000,000)
date and duration of the initial Fixed Period for each Eligible Asset to be
purchased. The Agent shall promptly notify each Managing Agent of such notice of
such proposed Purchase. Each Investor shall promptly notify its Managing Agent
and the Agent whether such Investor has determined to make such Purchase. If any
Investor so notifies its Managing Agent and the Agent that it has determined not
to make such Purchase and any other Investor agrees to make such Purchase in the
place of such Investor, the Investor so making such Purchase shall notify its
Managing Agent and the Agent of such agreement and its share for such Purchase.
The Agent shall promptly thereafter notify the Seller of the identity of the
Investors, if any, that have determined to make such Purchase and their
respective shares therefor.

                  (b) On the date of each Purchase, the Managing Agent for each
Investor making a Purchase shall, upon satisfaction of the applicable conditions
set forth in Article III, make available to the Seller the amount of such
Investor's Purchase by deposit of such amount in same day funds to the Seller at
the Seller's Account.

                  (c) The Managing Agent for each Investor owning any Eligible
Asset shall notify each of the Agent, the Seller and the Collection Agent, by
11:00 a.m. (New York City time) on the last day of each Settlement Period for
such Eligible Asset for which the Yield for such Settlement Period shall be
determined with reference to the Investor Rate, of (A) the Investor Rate for
such



                                       24
<PAGE>

Settlement Period for such Eligible Asset and (B) the amount of Yield accrued
for such Eligible Asset during or with respect to such Settlement Period.

                  (d) CNAI as Agent shall, on the first day of each Fixed Period
for each Eligible Asset for which the Yield for such Fixed Period shall be
determined with reference to the Assignee Rate, notify the Seller, the
Collection Agent and the other Managing Agents of the Assignee Rate for such
Fixed Period.

                  SECTION 2.03. TERMINATION OF FACILITY OR REDUCTION OF THE
                                PURCHASE LIMITS.

                  (a) OPTIONAL. The Seller may, upon at least five Business
Days' notice to the Agent, terminate the Facility in whole or reduce ratably in
part the unused portion of the Purchase Limit of each Investor; PROVIDED,
HOWEVER, that for purposes of this Section 2.03(a), the unused portion of the
Purchase Limit of any Investor shall be computed as the excess of (A) such
Purchase Limit immediately prior to giving effect to such termination or
reduction over (B) the sum of (i) the aggregate Capital of Eligible Assets owned
by any such Investor (and, in the case of such Investor that is a Citicorp
Investor, the other Citicorp Investor) outstanding at the time of such
computation and (ii) the aggregate "Capital" of "Eligible Assets" owned by that
Liquidity Bank which is an Affiliate of such Investor outstanding under the
Parallel Purchase Commitment at such time; PROVIDED FURTHER that each partial
reduction shall be in an amount equal to $5,000,000 or an integral multiple of
$1,000,000 in excess thereof.

                  (b) MANDATORY. On each day on which the Seller shall, pursuant
to Section 2.03(a) of the Parallel Purchase Commitment, reduce in part the
unused portion of the Bank Commitment (as defined in the Parallel Purchase
Commitment) of any Liquidity Bank, the Purchase Limit of the Investor which is
an Affiliated Investor (as defined in the Parallel Purchase Commitment) of the
Investor Group (as defined in the Parallel Purchase Commitment) of such
Liquidity Bank shall automatically be reduced by an equal amount. The Purchase
Limit of any Investor shall automatically terminate in whole on any day on which
the Seller shall terminate in whole the Bank Commitment of each Liquidity Bank
which is a Member (as defined in the Parallel Purchase Commitment) of the
Investor Group of such Investor pursuant to Section 2.03(a) of the Parallel
Purchase Commitment.

                  SECTION 2.04. ELIGIBLE ASSET. Each Eligible Asset shall be
initially computed as of the opening of business of the Collection Agent on the
date of Purchase of such Eligible Asset. Thereafter until the Termination Date
for such Eligible Asset, such Eligible Asset shall be automatically recomputed
as of the close of business of the Collection Agent on each day (other than a
Liquidation Day). Such Eligible Asset shall remain constant from the time as of
which any such computation or recomputation is made until the time as of which
the next such recomputation, if any, shall be made. Any Eligible Asset, as
computed as of the day immediately preceding the Termination Date for such
Eligible Asset, shall remain constant at all times on and after such Termination
Date. Such Eligible Asset shall become zero at such time as the Owner of such
Eligible Asset shall have received the accrued Yield for such Eligible Asset and
shall have recovered the Capital of such Eligible Asset, and the Collection
Agent shall have received the accrued Collection Agent Fee for such Eligible
Asset.

                  SECTION 2.05. NON-LIQUIDATION SETTLEMENT PROCEDURES.



                                       25
<PAGE>

                  On each day (other than a Liquidation Day) during each
Settlement Period for each Eligible Asset, the Collection Agent shall: (i) out
of Collections of Pool Receivables attributable to such Eligible Asset received
on such day, set aside (and segregate if instructed by the Agent to do so under
Section 6.02(a)) and hold in trust for the Owner of such Eligible Asset and, in
the case of each Settlement Period that occurs during any Collateral Account
Period, transfer to the Cash Collateral Account for the account of the Owner of
such Eligible Asset, an aggregate amount equal to the sum of (A) the Yield and
Collection Agent Fee accrued through such day for such Eligible Asset and not so
previously set aside and (B) an additional amount, if any, necessary to reduce
the outstanding Capital of such Eligible Asset to avoid the occurrence of an
Event of Investment Ineligibility under Section 7.01(i)(B) hereof and (ii)
reinvest the remainder of such Collections, for the benefit of such Owner, by
recomputation of such Eligible Asset pursuant to Section 2.04 as of the end of
such day and the payment of such remainder to the Seller; PROVIDED, HOWEVER,
that, to the extent that the Agent or any Owner shall be required for any reason
to pay over any amount of Collections which shall have been previously
reinvested for the account of such Owner pursuant hereto, such amount shall be
deemed not to have been so applied but rather to have been retained by the
Seller and paid over for the account of such Owner and, notwithstanding any
provision hereof to the contrary, such Owner shall have a claim for such amount.
On the second Business Day following the last day of each Settlement Period for
such Eligible Asset in the case of any Eligible Asset for which Yield shall be
determined for such Settlement Period with reference to the Investor Rate, and
on the last day of each Settlement Period for each other Eligible Asset (in each
case other than any Settlement Period that occurs during any Collateral Account
Period), the Collection Agent shall deposit to the Agent's Account, for the
account of the Owner of such Eligible Asset the amounts set aside as described
in clause (i) of the first sentence of this Section 2.05. Upon receipt of such
funds and, in the case of the funds transferred to the Cash Collateral Account
pursuant to clause (i) of the first sentence of this Section 2.05, from time to
time as shall be determined by the Agent (with the consent or at the request of
the Managing Agent of the Owner of such Eligible Asset), the Agent shall
distribute such funds to the Owner of such Eligible Asset in payment of the
accrued Yield for such Eligible Asset and in reduction of the outstanding
Capital of such Eligible Asset in the amount referred to in clause (i)(B) above
and to the Collection Agent in payment of the accrued Collection Agent Fee
payable with respect to such Eligible Asset. If there shall be insufficient
funds on deposit for the Agent to distribute funds in payment in full of the
aforementioned amounts, the Agent shall distribute funds, FIRST, if a Person
other than PolyOne, any other Originator or one of their respective Affiliates
is then acting as the Collection Agent, in payment of the accrued Collection Fee
payable to such Collection Agent with respect to such Eligible Asset, SECOND, in
payment of the accrued Yield for such Eligible Asset, THIRD, in reduction of
Capital of such Eligible Asset in the amount referred to in clause (i)(B) above,
and FOURTH, if PolyOne, any other Originator or one of their respective
Affiliates is then acting as the Collection Agent, in payment of the accrued
Collection Agent Fee payable with respect to such Eligible Asset.

                  SECTION 2.06. LIQUIDATION SETTLEMENT PROCEDURES.

                  On each Liquidation Day during each Settlement Period for each
Eligible Asset, the Collection Agent shall set aside (and segregate if
instructed by the Agent to do so under Section 6.02(a)) and hold in trust for
the Owner of such Eligible Asset and, in the case of each Settlement Period that
occurs during any Collateral Account Period, transfer to the Cash Collateral
Account for the account of the Owner of such Eligible Asset, the Collections of
Pool Receivables attributable to such Eligible Asset received on such day. On
the second Business Day following the last day of each Settlement Period for
such Eligible Asset in the case of any Eligible Asset for which



                                       26
<PAGE>

Yield shall be determined for such Settlement Period with reference to the
Investor Rate, and on the last day of each Settlement Period for each other
Eligible Asset (in each case other than any Settlement Period that occurs during
any Collateral Account Period), the Collection Agent shall deposit to the
Agent's Account, for the account of the Owner of such Eligible Asset the amounts
set aside pursuant to the preceding sentence but not to exceed the sum of (i)
the accrued Yield for such Eligible Asset, (ii) the Capital of such Eligible
Asset, (iii) the accrued Collection Agent Fee payable with respect to such
Eligible Asset and (iv) the aggregate amount of other amounts owed under any
Transaction Document by the Seller to the Owner of such Eligible Asset or such
Owner's Managing Agent or other Affiliate. Any amounts set aside or transferred
pursuant to the first sentence of this Section 2.06 and not required to be
deposited to the Agent's Account or the Cash Collateral Account pursuant to the
preceding two sentences shall be paid to the Seller by the Collection Agent or
the Agent, as the case may be; PROVIDED, HOWEVER, that, if amounts are set aside
or transferred during such Settlement Period pursuant to the first sentence of
this Section 2.06 on any Liquidation Day and thereafter during such Settlement
Period the conditions set forth in Section 3.02 are satisfied or are waived by
the Agent (with the consent or at the request of the Managing Agents), such
previously set aside or transferred amounts shall, to the extent representing a
return of Capital, be applied pursuant to clause (ii) of the first sentence of
Section 2.05 on the day of such subsequent satisfaction or waiver of conditions.
Upon receipt of funds deposited to the Agent's Account pursuant to the preceding
sentences of this Section 2.06 and, in the case of the funds transferred to the
Cash Collateral Account pursuant to the first sentence of this Section 2.06,
from time to time as shall be determined by the Agent (with the consent or at
the request of the Managing Agent of the Owner of such Eligible Asset), the
Agent shall distribute such funds (i) to the Owner of such Eligible Asset (a) in
payment of the accrued Yield for such Eligible Asset, (b) in reduction (to zero)
of the Capital of such Eligible Asset and (c) in payment of any other amounts
owed by the Seller hereunder to such Owner or such Owner's Managing Agent or
other Affiliate and (ii) to the Collection Agent in payment of the accrued
Collection Agent Fee payable with respect to such Eligible Asset. If there shall
be insufficient funds on deposit for the Agent to distribute funds in payment in
full of the aforementioned amounts, the Agent shall distribute funds, FIRST, if
a Person other than PolyOne or any Originator or one of their respective
Affiliates is then acting as the Collection Agent, in payment of the accrued
Collection Agent Fee payable to such Collection Agent with respect to such
Eligible Asset, SECOND, in payment of the accrued Yield for such Eligible Asset,
THIRD, in reduction of Capital of such Eligible Asset, FOURTH, in payment of
other amounts payable to such Owner or such Owner's Managing Agent or other
Affiliate, and FIFTH, if PolyOne, any other Originator or any one of their
respective Affiliates is then acting as the Collection Agent, in payment of the
accrued Collection Agent Fee payable with respect to such Eligible Asset.

                  SECTION 2.07. GENERAL SETTLEMENT PROCEDURES.

                  (a) If on any day the Outstanding Balance of a Pool Receivable
is either (a) reduced as a result of any defective, rejected or returned
merchandise, insurance or services, any cash discount, or any adjustment by the
Seller or any Originator, or (b) reduced or cancelled as a result of a setoff in
respect of any claim by the Obligor thereof against the Seller or any Originator
(whether such claim arises out of the same or a related transaction or an
unrelated transaction), the Seller shall be deemed to have received on such day
a Collection of such Receivable in the amount of such reduction or cancellation.
If on any day any of the representations or warranties in Section 4.01(h) is no
longer true with respect to a Pool Receivable, the Seller shall be deemed to
have received on such day a Collection in full of such Pool Receivable. Except
as stated in the preceding sentences of this Section 2.07 (a) or as otherwise
required by law or the underlying Contract, all Collections received



                                       27
<PAGE>

from an Obligor of any Receivable shall be applied to Receivables then
outstanding of such Obligor in the order of the age of such Receivables,
starting with the oldest such Receivable, except if payment is designated by
such Obligor for application to specific Receivables.

                  (b) Prior to the tenth Business Day of each month, the
Collection Agent shall prepare and deliver to the Agent for each Owner of an
Eligible Asset (i) a Monthly Seller Report, relating to each Eligible Asset, as
of the close of business of the Collection Agent on the last day of the
immediately preceding month, and (ii) at the request of the Agent (with the
consent or at the request of any Managing Agent), a listing by Obligor of all
Pool Receivables, together with an analysis as to the aging of such Receivables.

                  (c) Prior to the last day of each Settlement Period during any
Below Investment Grace Period, the Collection Agent shall prepare and deliver to
the Agent for each Owner of an Eligible Asset (i) a Weekly Seller Report,
relating to each Eligible Asset, as of the close of business of the Collection
Agent on the last day of the preceding Settlement Period, and (ii) at the
request of the Agent (with the consent or at the request of any Managing Agent),
the listing referred to in clause (ii) of Subsection (b) above.

                  (d) On each Business Day during each Settlement Period that
occurs during any Collateral Account Period, by no later than 11:00 A.M. (New
York City Time), the Collection Agent shall prepare and deliver to the Agent for
each Owner of an Eligible Asset (i) a Daily Seller Report, relating to each
Eligible Asset, as of the close of business of the Collection Agent during the
preceding Settlement Period and (ii) at the request of the Agent (with the
consent or at the request of any Managing Agent), the listing referred to in
clause (ii) of the preceding sentence.

                  (e) On or prior to the day the Collection Agent is required to
make a deposit with respect to a Settlement Period pursuant to Section 2.05 or
2.06, the Collection Agent will advise the Agent of each Liquidation Day
occurring during such Settlement Period and of the allocation of the amount of
such deposit to each outstanding Eligible Asset; PROVIDED, HOWEVER, that if the
Collection Agent is not an Originator, PolyOne shall also advise the Collection
Agent of the occurrence of each Liquidation Day occurring during such Settlement
Period on or prior to such day.

                  SECTION 2.08. PAYMENTS AND COMPUTATIONS, ETC.

                  (a) All amounts to be paid or deposited by the Seller or the
Collection Agent hereunder shall be paid or deposited in accordance with the
terms hereof no later than 11:00 A.M. (New York City time) on the day when due
in lawful money of the United States of America in same day funds to the Agent's
Account or the Cash Collateral Account, as applicable. The Agent shall promptly
thereafter cause to be distributed (i) like funds relating to the payment out of
Collections in respect of Capital, Yield, Collection Agent Fee or other amounts
payable out of Collections, to the applicable Owners, ratably in accordance with
their respective interests therein, and to the Collection Agent, in accordance
with the provisions of Section 2.05 or 2.06, as applicable, and (ii) like funds
relating to the payment by the Seller of any other amounts payable by the Seller
hereunder, to the parties hereto for whose benefit such funds were paid (and if
such funds are insufficient, such distribution shall be made ratably in
accordance with the respective amounts thereof).

                  (b) The Seller shall, to the extent permitted by law, pay to
the Agent interest on all amounts not paid or deposited when due hereunder
(except for those amounts with respect to which



                                       28
<PAGE>

Yield accrues) at 2% per annum above the Alternate Base Rate in effect from time
to time, payable on demand, provided, however, that such interest rate shall not
at any time exceed the maximum rate permitted by applicable law. Such interest
shall be for the account of, and distributed by the Agent to, the applicable
Owners ratably in accordance with their respective interests in such overdue
amount.

                  (c) All computations of interest and all computations of
Yield, Liquidation Yield and fees hereunder shall be made on the basis of a year
of 360 days for the actual number of days (including the first but excluding the
last day) elapsed.

                  (d) Unless the Agent shall have received notice from the
Collection Agent or the Seller prior to the date on which any payment is due to
any Investor hereunder that the Collection Agent or the Seller, as the case may
be, will not make such payment in full, the Agent may assume that the Collection
Agent or the Seller, as the case may be, has made such payment in full to the
Agent on such date and the Agent may, in reliance upon such assumption, cause to
be distributed to such Investor on such due date an amount equal to the amount
then due such Investor. If and to the extent the Collection Agent or the Seller,
as the case may be, shall not have so made such payment in full to the Agent,
such Investor shall repay to the Agent forthwith on demand such amount
distributed to such Investor together with interest thereon, for each day from
the date such amount is distributed to such Investor until the date such
Investor repays such amount to the Agent, at the Federal Funds Rate.

                  SECTION 2.09. DIVIDING OR COMBINING OF ELIGIBLE ASSETS.

                  The Seller may, on notice received by the Agent not later than
11:00 A.M. (New York City time) three Business Days before the last day of any
Fixed Period for any then existing Eligible Asset (an "EXISTING ELIGIBLE
ASSET"), divide such Existing Eligible Asset on such last day into two or more
new Eligible Assets, each such new Eligible Asset having Capital as designated
in such notice and all such new Eligible Assets collectively having aggregate
Capital equal to the Capital of such Existing Eligible Asset. The Seller may, on
notice received by the Agent not later than 11:00 A.M. (New York City time)
three Business Days before the last day of any Fixed Periods ending on the same
day for two or more Existing Eligible Assets owned by the same Owner or the date
of any proposed Purchase (if the last day of such Fixed Period is the date of
such proposed Purchase) by such Owner, either (i) combine such Existing Eligible
Assets or (ii) combine such Existing Eligible Asset or Eligible Assets, if owned
by an Investor, and such proposed Eligible Asset to be purchased by such
Investor, on such last day into one new Eligible Asset, such new Eligible Asset
having Capital equal to the aggregate Capital of such Existing Eligible Assets,
or such Existing Eligible Asset or Eligible Assets and such proposed Eligible
Asset, as the case may be. On and after any division or combination of Eligible
Assets as described above, each of the new Eligible Assets resulting from such
division, or the new Eligible Asset resulting from such combination, as the case
may be, shall be a separate Eligible Asset having Capital as set forth above,
and shall take the place of such Existing Eligible Asset or Eligible Assets or
proposed Eligible Asset, as the case may be, in each case under and for all
purposes of this Agreement, and the Agent shall annotate the Certificate
accordingly.

                  SECTION 2.10. FEES AND PAYMENTS.

                  (a) The Seller shall pay to the Agent such Fees as are set
forth in the Fee Letter.



                                       29
<PAGE>

                  (b) Each Owner shall pay to the Collection Agent a collection
fee (the "COLLECTION AGENT FEE") of 1/4 of 1% per annum on the average daily
amount of Capital of each Eligible Asset owned by such Owner, from the date
thereof until the later of the Facility Termination Date for such Eligible Asset
or the date on which such Capital is reduced to zero, payable on the last day of
each Settlement Period for such Eligible Asset; PROVIDED, HOWEVER, that, upon
three Business Days' notice to the Agent, the Collection Agent may (if not the
Seller) elect to be paid, as such fee, another percentage per annum on the
average daily amount of Capital of each such Eligible Asset, but in no event in
excess of 110% of the costs and expenses referred to in Section 6.02(b); and
PROVIDED FURTHER that such fee shall be payable only from Collections pursuant
to, and subject to the priority of payment set forth in, Sections 2.05 and 2.06.

                  SECTION 2.11. INCREASED COSTS.

                  (a) If, due to either (i) the introduction of or any change in
or in the interpretation of any law or regulation occurring on or after the
effective date of this Agreement or (ii) the compliance with any guideline or
request from any central bank or other governmental authority (whether or not
having the force of law) issued on or after the effective date of this
Agreement, there shall be any increase in the amount of capital required or
expected to be maintained by CNAI, any Owner, any entity which enters into a
commitment to purchase Eligible Assets or interests therein, or any of their
respective Affiliates (each an "AFFECTED PERSON") or any corporation controlling
such Affected Person, as a result of or based upon the existence of any
commitment to make purchases of or otherwise to maintain the investment in Pool
Receivables or interests therein related to this Agreement or to the funding
thereof and other commitments of the same type relating to this Agreement, then,
within five Business Days after receipt of a written demand by such Affected
Person, (with a copy to the Agent), the Seller shall immediately pay to the
Agent, for the account of such Affected Person (as a third-party beneficiary),
from time to time as specified by such Affected Person, additional amounts
sufficient to compensate such Affected Person in the light of such
circumstances, to the extent that such Affected Person reasonably determines
such increase in capital to be allocable to the existence of any of such
commitments. A certificate as to such amounts setting forth in reasonable detail
the calculations used in determining, and the basis of the requirements for,
such amounts, submitted to the Seller and the Agent by such Affected Person,
shall be conclusive and binding for all purposes, absent evidence of error.
Notwithstanding anything to the contrary contained in this subsection (a), an
Owner shall only be entitled to receive reimbursement for such additional
amounts pursuant to this subsection (a) to the extent (i) incurred within 60
days prior to, and at any time after, the date on which such Owner gives to the
Seller a notice that an event has occurred as a result of which such additional
amounts will arise or a notice that the Seller is obligated to pay such
additional amounts, whichever first occurs and (ii) such Owner shall not have
been reimbursed for such additional amounts under a separate Section of this
Agreement.

                  (b) If, due to either (i) the introduction of or any change
occurring on or after the effective date of this Agreement (other than any
change by way of imposition or increase of reserve requirements referred to in
the definition of "Eurodollar Rate" contained in Section 1.01) in or in the
interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental authority
(whether or not having the force of law) issued on or after the effective date
of this Agreement, there shall be any increase in the cost to an Owner of
agreeing to purchase or purchasing, or maintaining the ownership of Eligible
Assets in respect of which Yield is computed by reference to the Eurodollar
Rate, then, within five Business Days after receipt of a written demand by such
Owner (with a copy to the Agent, the Seller shall pay to the



                                       30
<PAGE>

Agent, for the account of such Owner (as a third-party beneficiary), from time
to time as specified, additional amounts sufficient to compensate such Owner for
such increased costs. A certificate as to the amount of such increased cost
setting forth in reasonable detail the calculations used for determining, and
the basis of the requirements for, such increased costs, submitted to the Seller
and the Agent by such Owner shall be conclusive and binding for all purposes,
absent evidence of error. Notwithstanding anything to the contrary contained in
this subsection (b), an Owner shall only be entitled to receive reimbursement
for such increased costs to the extent (i) incurred within 60 days prior to, and
at any time after, the date on which such Owner gives to the Seller a notice
that an event has occurred as a result of which such increased costs will arise
or a notice that the Seller is obligated to pay increased costs, whichever first
occurs and (ii) such Owner shall not have been reimbursed for such increased
cost under a separate Section of this Agreement.


                                  ARTICLE III

                  CONDITIONS OF EFFECTIVENESS AND OF PURCHASES

              SECTION 3.01. CONDITIONS PRECEDENT TO EFFECTIVENESS.

                  This Agreement shall become effective on and as of the date
hereof (the "RESTATEMENT EFFECTIVE DATE") PROVIDED that the following steps
occur on or before the Restatement Effective Date, and such steps shall be
deemed to have occurred in the following order on the Restatement Effective
Date:

                  FIRST, PolyOne and the Seller shall execute and deliver the
         PolyOne Assignment, under which PolyOne sells and assigns to the
         Seller, and the Seller purchases and assumes from PolyOne, all of
         PolyOne's rights and obligations under the Original Agreement as of the
         date hereof; and

                  SECOND, the Agent shall have received, and shall have notified
         the Collection Agent and the Managing Agents of its receipt of, (i)
         counterparts of this Agreement executed by the Seller, the Collection
         Agent, each Investor, the Citicorp Agent and the Agent, (ii) payment
         from PolyOne of the fees that are due and payable on the Restatement
         Effective Date under the Fee Letter, and (iii) the following, each of
         which (unless otherwise indicated) shall be dated the Restatement
         Effective Date, in form and substance satisfactory to the Agent:

                  (a) The Parent Undertaking, duly executed by PolyOne;

                  (b) The Certificates for each Investor, respectively (and the
         Citicorp Investors will cancel the "Certificates" as defined in and
         under the Original Agreement and deliver them to PolyOne);

                  (c) The Receivables Contribution and Sale Agreement, duly
         executed by the Seller and each Originator, together with:

                           (i) Proper financing statements naming each
                  Originator as debtor, the Seller as secured party and CNAI, as
                  Agent, as assignee, to be filed under the UCC of all
                  jurisdictions that the Agent may deem necessary or desirable
                  in order to perfect the Seller's interests created or
                  purported to be created by the Receivables Contribution and
                  Sale Agreement;



                                       31
<PAGE>

                           (ii) Proper financing statement amendments, if any,
                  necessary to release all security interests and other rights
                  of any Person in the Receivables, Related Security,
                  Collections or Contracts previously granted by each
                  Originator;

                           (iii) Completed requests for information, dated on or
                  a date reasonably near to the date of the initial Purchase,
                  listing all effective financing statements which name each
                  Originator (under its present name and any previous name) as
                  debtor and which are filed in the jurisdictions in which
                  filings were made pursuant to subsection (c)(i) above,
                  together with copies of such financing statements (none of
                  which, except those filed pursuant to subsection (c)(i) above,
                  shall cover any Receivables, Related Security, Collections or
                  Contracts);

                           (iv) The Consent and Agreement, duly executed by the
                  Seller and each Originator; and

                           (v) Subordinated Notes, duly executed by the Seller,
                  to the order of each Originator, respectively.

                  (d) Certified copies of the charter and by-laws, as amended,
         of each of the Seller, PolyOne and each other Originator, respectively;

                  (e) Good Standing certificates issued by the Secretary of
         State of the State of Delaware with respect to the Seller and good
         standing certificates issued by the Secretaries of State of Ohio,
         Virginia and Delaware with respect to each Originator, as applicable;

                  (f) A copy of the resolutions adopted by the Board of
         Directors of (i) the Seller approving the Transaction Documents to be
         delivered by it hereunder and the transactions contemplated hereby and
         thereby and (ii) each Originator approving the Transaction Documents to
         be delivered by it hereunder and the transactions contemplated hereby
         and thereby, in each case certified by its Secretary or Assistant
         Secretary;

                  (g) A certificate of the Secretary or Assistant Secretary of
         (i) Seller certifying the names and true signatures of the officers
         authorized on its behalf to sign the Transaction Documents and the
         other documents to be delivered by it hereunder, and (ii) each
         Originator certifying the names and true signatures of the officers
         authorized on its behalf to sign the Transaction Documents and the
         other documents to be delivered by it hereunder (on which certificates
         the Agent, each Managing Agent, and each Owner shall be entitled to
         conclusively rely until such time as the Agent shall have received from
         the Seller or any Originator, as the case may be, a revised certificate
         meeting the requirements of this subsection (g));

                  (h) Proper financing statements naming the Seller as debtor
         and CNAI, as Agent, as secured party, to be filed under the UCC of all
         jurisdictions that the Agent may deem necessary or desirable in order
         to perfect the interests created or purported to be created hereby;

                  (i) Proper financing statements, if any, necessary to delete
         those Receivables, Contracts, Related Security or Collections covered
         by, or to terminate the effectiveness of,



                                       32
<PAGE>

         other financing statements naming the Seller as debtor or seller and
         covering any Receivables, Contracts, Related Security and Contracts;

                  (j) Completed requests for information, dated on or a date
         reasonably near to the date of the initial Purchase, listing all
         effective financing statements filed in the jurisdictions referred to
         in subsection (h) above that name the Seller as debtor, together with
         copies of such other financing statements (none of which, except those
         filed pursuant to subsection (h) above, shall cover any Receivables,
         Contracts, Related Security or Collections;

                  (k) The Lock-Box Agreements duly executed by the Lock-Box
         Banks and the Seller or an Originator, as applicable;

                  (l) The Fee Letter, duly executed by PolyOne and the Seller;

                  (m) Favorable opinions of (i) Thompson Hine LLP, counsel to
         the Seller and each Originator, in substantially the form of Exhibit
         I-1 hereto, (ii) senior corporate counsel to the Seller and each
         Originator, in substantially the form of Exhibit I-2 hereto, and (iii)
         Thompson Hine LLP, counsel to the Seller and each Originator in
         substantially the form of Exhibit I-3 hereto, including (A) a "true
         sale" opinion with respect to the sale of Receivable Assets under and
         as defined in the Receivables Contribution and Sale Agreement from each
         Originator to the Seller and (B) an opinion with respect to the
         non-substantive consolidation of the Seller with each Originator or any
         of its Affiliates in a case under the U.S. Bankruptcy Code; and

                  (n) A favorable opinion of counsel for the Agent, as the Agent
         may reasonably request.

                  SECTION 3.02. CONDITIONS PRECEDENT TO ALL PURCHASES AND
                                REINVESTMENTS.

                  Each Purchase (including the initial Purchase after the
Restatement Effective Date) hereunder and the right of the Collection Agent to
reinvest in Pool Receivables those Collections attributable to an Eligible Asset
pursuant to Section 2.05 or 2.06 shall be subject to the further conditions
precedent that:

                  (a) With respect to any such Purchase, on or prior to the date
of such Purchase, the Collection Agent shall have delivered to the Agent, in
form and substance satisfactory to the Agent, (i) a completed Seller Report
requested to be delivered to the Agent pursuant to Section 2.07, demonstrating,
among other things, that after giving effect to such Purchase, (A) the Net
Receivables Pool Balance shall not be less than the Required Net Receivables
Pool Balance and (B) no Event of Investment Ineligibility shall occur and (ii) a
listing by Obligor of all Pool Receivables and such additional information as
may be reasonably requested by the Agent;

                  (b) On the date of such Purchase or reinvestment the following
statements shall be true (and the Seller by accepting proceeds of such Purchase
or by receiving the proceeds of such reinvestment shall be deemed to have
certified on the date of such purchase or reinvestment that):

                           (i) The representations and warranties contained in
                  Section 4.01 hereof and Section 3.01 of the Receivables
                  Contribution and Sale Agreement are correct on and as of such
                  date as though made on and as of such date before and after
                  giving effect to such Purchase or reinvestment and to the
                  application of proceeds therefrom



                                       33
<PAGE>

                  other than representations or warranties that, by their terms,
                  refer to a date other than the date of such Purchase or
                  reinvestment;

                           (ii) No event has occurred and is continuing, or
                  would result from such Purchase or reinvestment or from the
                  application of proceeds therefrom, which constitutes an Event
                  of Investment Ineligibility or would constitute an Event of
                  Investment Ineligibility but for the requirement that notice
                  be given or time elapse or both;

                  (c) The Agent (with the consent or at the request of any
Managing Agent) shall not have delivered to the Seller a notice that the
Investors shall not make any further Purchases hereunder and/or that the
Collection Agent shall not reinvest in any Pool Receivables on behalf of the
Owners of the Eligible Assets;

                  (d) Each Purchase (including the initial Purchase after the
Restatement Effective Date) hereunder by Ciesco and its Assignees and the right
of the Collection Agent, pursuant to Section 2.05 or 2.06, to reinvest in Pool
Receivables those Collections attributable to an Eligible Asset owned by Ciesco
or an Assignee of Ciesco shall be subject to the further condition precedent
that on such date, all of PolyOne's long-term public senior unsecured and
unguaranteed debt securities, if rated, are rated at least BBB- by S&P or rated
at least Baa3 by Moody's or, if not rated, such securities are deemed to have a
rating at least BBB- in the sole discretion of the Citicorp Agent; and

                  (e) The Agent shall have received such other approvals,
opinions or documents as the Agent may reasonably request.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

                  The Seller represents and warrants as follows:

                  (a) The Seller is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction indicated at
the beginning of this Agreement, and is duly qualified to do business, and is in
good standing, in every jurisdiction where the nature of its business requires
it to be so qualified. The Seller has no Subsidiaries. All the outstanding
shares of stock of the Seller are owned by PolyOne.

                  (b) The execution, delivery and performance by the Seller of
the Transaction Documents to which it is or will be a party and the other
documents to be delivered by it hereunder are within the Seller's corporate
powers, have been duly authorized by all necessary corporate action, do not (i)
contravene the Seller's charter or by-laws, (ii) violate any applicable law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award, or (iii) breach or result in a default under, or result in the
acceleration of (or entitle any party to accelerate) the maturity of any
obligation of the Seller under, or result in or require the creation of any lien
upon or security interest



                                       34
<PAGE>

in any property of the Seller pursuant to the terms of, any Contract or any
other agreement or instrument (other than any Transaction Document) binding on
or affecting the Seller or any of its properties; and no transaction
contemplated hereby requires compliance with any bulk sales act or similar law.

                  (c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by the Seller of any
Transaction Document to which it is or will be a party or any other document to
be delivered hereunder or for the perfection of or the exercise by any
Indemnified Party of its rights and remedies under the Transaction Documents and
such other documents, except for the filings of the financing statements
referred to in Article III.

                  (d) This Agreement has been, and each other Transaction
Document to which the Seller is a party when delivered will have been, duly
executed and delivered by the Seller. This Agreement is, and the other
Transaction Documents to which the Seller is or will be a party when executed by
the Seller and delivered hereunder will be, the legal, valid and binding
obligations of the Seller enforceable against the Seller in accordance with
their respective terms, subject to bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and to
general equitable principles.

                  (e) The pro forma balance sheet of the Seller as at February
28, 2002, a copy of which has been furnished to the Agent is based on good faith
estimates and assumptions made in the best judgment of the Seller (assuming that
the Receivables purchased pursuant to the PolyOne Assignment were the
Receivables in effect on February 28, 2002).

                  (f) There is no pending or, to its best knowledge, threatened
action or proceeding affecting the Seller before any court, governmental agency
or arbitrator which would materially adversely affect (i) the financial
condition or operations of the Seller or (ii) the ability of the Seller to
perform its obligations under this Agreement or any other Transaction Document
to which the Seller is or will be a party, or which purports to affect the
legality, validity or enforceability of any Transaction Document.

                  (g) No proceeds of any Purchase or reinvestment will be used
to acquire any security in any transaction which is subject to Sections 13 and
14 of the Securities Exchange Act of 1934.

                  (h) On the date of each Purchase and reinvestment, the
Receivables with respect to which such Purchase or reinvestment is being made
constitute Eligible Receivables. Immediately prior to the time of the initial
creation of an interest hereunder in any Pool Receivable and each Purchase, the
Seller is the legal and beneficial owner of the Pool Receivables and Related
Security with respect thereto and is the legal and beneficial owner of the
Additional Assigned Rights, in each case free and clear of any Adverse Claim.
Upon each Purchase or reinvestment, the Seller shall transfer to the Owner
making such Purchase or reinvestment (and such Owner shall acquire) a valid
undivided percentage ownership interest to the extent of the pertinent Eligible
Asset in each Pool Receivable then existing or thereafter arising and in the
Related Security and Collections with respect thereto, free and clear of any
Adverse Claim, which ownership interest shall be a perfected first priority
ownership interest upon the filing of the financing statements referred to in
Section 3.01(h). No effective financing statement or other instrument similarly
in effect covering any Contract or any Pool Receivable or Related Security or
Collections with respect thereto or any Additional Assigned



                                       35
<PAGE>

Rights is on file in any recording office, except those filed in favor of the
Agent relating to this Agreement and the Parallel Purchase Commitment or in
favor of the Seller and the Agent relating to the Receivables Contribution and
Sale Agreement.

                  (i) Each Seller Report (if prepared by the Seller or one of
its Affiliates, or to the extent that information contained therein is supplied
by the Seller or any Affiliate thereof), information, exhibit, financial
statement, or other report or document furnished or to be furnished at any time
by or on behalf of the Seller to the Agent or any Owner in connection with this
Agreement is and will be accurate in all material respects as of its date or as
of the date so furnished, and no such report or document contains, or will
contain, as of its date of delivery or the date so furnished, any untrue
statement of a material fact or omits to state, or will omit to state, as of its
date of delivery or the date so furnished, a material fact necessary in order to
make the statements contained therein, in the light of the circumstances under
which they were made, not misleading.

                  (j) The chief executive office of the Seller, and the office
where the Seller keeps its Records concerning the Pool Receivables, are located
at the address specified therefor in Schedule IV hereto or at such other
locations in jurisdictions within the United States that shall have been
notified to the Agent in accordance with Section 5.01(a). The Seller's
organization identification number is set forth opposite the Seller's name in
Schedule IV hereto.

                  (k) The names and addresses of all the Lock-Box Banks,
together with the lock-box numbers related to, and the account numbers and
owners (the Seller or any Originator) of the Lock-Box Accounts at such Lock-Box
Banks, are specified in Schedule I hereto (or such other Lock-Box Banks and/or
such other Lock-Box Accounts as have been notified to the Agent in accordance
with Section 5.03(d)).

                  (l) Each Purchase of an Eligible Asset and each reinvestment
of Collections in Pool Receivables will constitute (i) a "current transaction"
within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended,
and (ii) a purchase or other acquisition of notes, drafts, acceptances, open
accounts receivable or other obligations representing part or all of the sales
price of merchandise, insurance or services within the meaning of Section
3(c)(5) of the Investment Company Act of 1940, as amended.

                  (m) Since the date of its formation, the Seller has not
engaged in any activity other than that contemplated by the Transaction
Documents or entered into any commitment or incurred any Debt other than
pursuant to, or as permitted under, the Transaction Documents.

                  (n) The Seller has not maintained, contributed to or incurred
or assumed any obligation with respect to any Plan, Multiemployer Plan or
Welfare Plan.

                  (o) The Seller has not sold, assigned, transferred, pledged or
hypothecated any interest in any Pool Receivable or the Collections with respect
thereto to any Person other than as contemplated by this Agreement and the
Parallel Purchase Commitment.

                  (p) The Seller has complied with the Credit and Collection
Policy in all material respects and since the date of this Agreement there has
been no change in the Credit and Collection Policy except as permitted
hereunder.



                                       36
<PAGE>

                  (q) The Seller has not extended or modified the terms of any
Pool Receivable or the Contract under which any such Pool Receivable arose,
except in accordance with the Credit and Collection Policy.

                  (r) Except under the Lock-Box Agreements, the Seller has not
granted any Person control of any Lock-Box Account, or the right to take control
over any Lock-Box Account at a future time or upon the occurrence of a future
event.

                  (s) With respect to each transfer to it of any Pool
Receivables, the Seller has either (i) purchased such Pool Receivables from an
Originator in exchange for payment (made by the Seller to such Originator in
accordance with the provisions of the Receivables Contribution and Sale
Agreement) in an amount which constitutes fair consideration and approximates
fair market value for such Pool Receivables and in a sale the terms and
conditions of which (including, without limitation, the purchase price thereof)
reasonably approximate an arm's-length transaction between unaffiliated parties
or (ii) acquired such Pool Receivables from an Originator as a capital
contribution in accordance with the provisions of the Receivables Contribution
and Sale Agreement. No such sale, and no such contribution, has been made for or
on account of an antecedent debt owed by such Originator to the Seller and no
such sale or contribution is or may be voidable or subject to avoidance under
any section of the U.S. Bankruptcy Code.

                  (t) The Seller has filed, or caused to be filed or be included
in, all tax reports and returns (federal, state, local and foreign), if any,
required to be filed by it and paid, or caused to be paid, all amounts of taxes,
including interest and penalties, required to be paid by it, except for such
taxes (i) as are being contested in good faith by proper proceedings and (ii)
against which adequate reserves shall have been established in accordance with
and to the extent required by GAAP, but only so long as the proceedings referred
to in clause (i) above would not subject the Agent or any other Indemnified
Party to any civil or criminal penalty or liability or involve any material risk
of the loss, sale or forfeiture of any property, rights or interests covered
hereunder or under the Receivables Contribution and Sale Agreement.

                  SECTION 4.02. REPRESENTATIONS AND WARRANTIES OF THE COLLECTION
                                AGENT.

                  (a) The Collection Agent is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its formation and is
duly qualified to do business, and is in good standing, in every jurisdiction
where the nature of its business requires it to be so qualified, except where
the failure to so qualify would not have a material adverse effect on the
Collection Agent.

                  (b) The execution, delivery and performance by the Collection
Agent of the Transaction Documents to which it is or will be party and the other
documents to be delivered hereunder are within the Collection Agent's corporate
powers, have been duly authorized by all necessary corporate action, do not
contravene (i) the Collection Agent's charter or by-laws or (ii) any applicable
law or any contractual restriction binding on or affecting the Collection Agent
and do not result in or require the creation of any lien, security interest or
other charge or encumbrance upon or with respect to any of the Collection
Agent's material properties, other than as a result of the transactions
contemplated by the Transaction Documents.

                  (c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and



                                       37
<PAGE>

performance by the Collection Agent of the Transaction Documents to which it is
a party or any other document to be delivered by it hereunder.

                  (d) This Agreement has been, and each other Transaction
Document to which the Collection Agent is a party when delivered hereunder will
have been, duly executed and delivered by the Collection Agent. This Agreement
is, and the other Transaction Documents to which the Collection Agent is or will
be a party when executed by the Collection Agent and delivered hereunder will
be, the legal, valid and binding obligation of the Collection Agent enforceable
against the Collection Agent in accordance with their respective terms, except
to the extent that the enforceability thereof is limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

                  (e) There is no pending or, to the best knowledge of the
Collection Agent, threatened action, suit, investigation, litigation or
proceeding against or affecting the Collection Agent or any of its Subsidiaries,
or the property of the Collection Agent or of any of its Subsidiaries, in any
court, or before any arbitrator of any kind, or before or by any governmental
body, which, taking into account its probability of success, would materially
adversely affect the financial condition of the Collection Agent and its
consolidated Subsidiaries taken as a whole or materially adversely affect the
ability of the Collection Agent to perform its obligations under the Transaction
Documents; neither the Collection Agent nor any of its Subsidiaries is in
default with respect to any order of any court, arbitrator or governmental body
except for defaults with respect to orders of governmental agencies which
defaults are not material to the business or operations of the Collection Agent
or the Collection Agent and its Subsidiaries taken as a whole.

                  (f) Each Seller Report (if prepared by the Collection Agent or
one of its Affiliates, or to the extent that information contained therein is
supplied by the Collection Agent or one of its Affiliates), information,
exhibit, financial statement, document, book, record or report furnished at any
time by or on behalf of the Collection Agent to the Agent or any Owner in
connection with the Transaction Documents is and will be accurate in all
material respects as of its date or as of the date so furnished, and no such
report or document contains, or will contain, as of its date of delivery or the
date so furnished, any untrue statement of a material fact or omits to state, or
will omit to state, as of its date of delivery or the date so furnished, a
material fact necessary in order to make the statements contained therein, in
the light of the circumstances under which they were made, not misleading.

                  (g) Since September 1, 2000 the Collection Agent has complied
with the Credit and Collection Policy in all material respects, and since the
date of this Agreement there has been no change in the Credit and Collection
Policy except as permitted hereunder.

                  (h) The Collection Agent has not extended or modified the
terms of any Pool Receivable or the Contract under which any such Pool
Receivable arose, except in accordance with the Credit and Collection Policy.



                                       38
<PAGE>

                                   ARTICLE V

                                GENERAL COVENANTS

                  SECTION 5.01. AFFIRMATIVE COVENANTS OF THE SELLER. Until the
later of the Facility Termination Date for the Eligible Assets and the date upon
which no Capital for any Eligible Asset shall be existing, and no Yield, Fees or
other amounts shall remain unpaid under this Agreement, the Seller will, unless
the Agent (with the consent or at the request of the Managing Agents) shall
otherwise consent in writing:

                           (a) COMPLIANCE WITH LAWS, ETC. Comply in all material
                  respects with all applicable laws, rules, regulations and
                  orders with respect to it and all Pool Receivables and related
                  Contracts, Related Security and Collections with respect
                  thereto.

                           (b) PRESERVATION OF CORPORATE EXISTENCE. Preserve and
                  maintain its corporate existence, rights, franchises and
                  privileges in the jurisdiction of its incorporation, and
                  qualify and remain qualified in good standing as a foreign
                  corporation in each jurisdiction where the failure to preserve
                  and maintain such qualification would materially adversely
                  affect the interests of the Owners or the Agent hereunder or
                  in the Pool Receivables and Related Security, or the ability
                  of the Seller or the Collection Agent to perform their
                  respective obligations hereunder or the ability of the Seller
                  to perform its obligations under the Contracts.

                           (c) OFFICES, RECORDS AND BOOKS OF ACCOUNTS. (i) Keep
                  its chief executive office and the offices where it keeps its
                  Records concerning the Pool Receivables and the Additional
                  Assigned Rights at the address of the Seller referred to in
                  Section 4.01(j) or, upon at least 30 days' prior written
                  notice to the Agent, at any other location in a jurisdiction
                  within the United States, and (ii) maintain and implement
                  administrative and operating procedures (including, without
                  limitation, an ability to recreate records evidencing Pool
                  Receivables in the event of the destruction of the originals
                  thereof), and keep and maintain all documents, books, records
                  and other information reasonably necessary or advisable for
                  the collection of all Pool Receivables (including, without
                  limitation, records adequate to permit the daily
                  identification of each Pool Receivable, the Outstanding
                  Balance of each Pool Receivable and the dates which payments
                  are due thereon and all Collections of and adjustments to each
                  existing Pool Receivable).

                           (d) PERFORMANCE AND COMPLIANCE WITH CONTRACTS AND
                  CREDIT AND COLLECTION POLICY. At its expense, timely and fully
                  (i) perform, or cause to be performed, and comply in all
                  material respects with, or cause to be complied with in all
                  material respects, all material provisions, covenants and
                  other promises required to be observed by it under the
                  Contracts related to the Pool Receivables, and timely and
                  fully comply in all material respects with the Credit and
                  Collection Policy in regard to each Pool Receivable and the
                  related Contract and (ii) as beneficiary of any Related
                  Security, enforce such Related Security as reasonably
                  requested by the Agent.

                           (e) EXAMINATION OF RECORDS; AUDITS. (i) From time to
                  time during regular business hours and upon reasonable prior
                  notice, as requested by the Agent, permit the Agent, or its
                  agents or representatives, (A) to examine and make copies of
                  and abstracts from all Records



                                       39
<PAGE>

                  in the possession or under the control of each Originator, the
                  Seller, their respective Affiliates or the agents of each
                  Originator, the Seller or their respective Affiliates,
                  relating to Pool Receivables and the Related Security,
                  including, without limitation, the related Contracts, and (B)
                  to visit the offices and properties of each Originator, the
                  Seller, their respective Affiliates or the agents of each
                  Originator, the Seller or their respective Affiliates, for the
                  purpose of examining such materials described in clause (A)
                  above, and to discuss matters relating to Pool Receivables and
                  the Related Security or the Seller's performance hereunder or
                  under the Contracts with any of the officers or employees of
                  the Seller having knowledge of such matters, and (ii) once
                  during each fiscal year of the Seller commencing with the
                  fiscal year of the Seller ending on December 31, 2002, and at
                  the request of the Agent at any time and from time to time
                  upon the occurrence and during the continuance of any Event of
                  Investment Ineligibility or event which, with the power of
                  notice or lapse of time or both, would constitute any Event of
                  Investment Ineligibility, at the expense of the Seller and
                  upon reasonable prior notice, cause its independent public
                  accountants (or, upon the occurrence and during the
                  continuance of any Event of Investment Ineligibility or any
                  event that would constitute an Event of Investment
                  Ineligibility but for the requirement that notice be given or
                  time elapse or both, and during any Below Investment Grade
                  Period or Collateral Account Period, permit independent public
                  accountants selected by, or representatives of, the Agent) to
                  perform, and deliver to the Agent a written report of, an
                  audit conducted by such accountants with respect to the Pool
                  Receivables, Credit and Collection Policy, Lock-Box Account
                  activity and the Seller's performance of its obligations under
                  this Agreement, the Fee Letter and the Receivables
                  Contribution and Sale Agreement on a scope and in a form
                  reasonably requested by the Agent for such audit.

                           (f) KEEPING OF RECORDS AND BOOKS OF ACCOUNT. (i)
                  Keep, or cause to be kept, proper books of record and account,
                  which shall be maintained or caused to be maintained by the
                  Seller and shall be separate and apart from those of any
                  Affiliate of the Seller, in which full and correct entries
                  shall be made of all financial transactions and the assets and
                  business of the Seller in accordance with GAAP, (ii) to the
                  extent Records are in written form, segregate such Records in
                  file cabinets or storage containers and appropriately label
                  such file cabinets or storage containers to reflect that the
                  Eligible Assets have been conveyed to the Owners, and (iii) to
                  the extent such Records constitute computer programs and other
                  non-written Records, appropriately legend such Records to
                  reflect that the Eligible Assets have been conveyed to the
                  Owners.

                           (g) DEPOSITS TO LOCK-BOX ACCOUNTS. Instruct, or cause
                  the Collection Agent to instruct, all Obligors to make
                  payments in respect of Pool Receivables to a Lock-Box Account
                  and, if the Seller or the Originators shall otherwise receive
                  any Collections (including, without limitation, any
                  Collections deemed to have been received by the Seller
                  pursuant to Section 2.07), segregate and hold in trust such
                  Collections and deposit such Collections, or cause such
                  Collections to be deposited, to a Lock-Box Account within two
                  Business Days following such receipt.

                           (h) MAINTENANCE OF SEPARATE EXISTENCE. Do all things
                  necessary to maintain its corporate existence separate and
                  apart from each Originator and all other Affiliates of the
                  Seller, including, without limitation:



                                       40
<PAGE>

                           (i) maintaining at least one independent director who
                  (x) is not currently and has not been during the five years
                  preceding the date of this Agreement an officer, director, or
                  employee of any Originator or any of their Affiliates, (y) is
                  not a current or former officer, director or employee of the
                  Seller and (z) is not a stockholder or member of any
                  Originator or any of their Affiliates;

                           (ii) conducting its business from an office separate
                  from those of each Originator and its Affiliates (but which
                  may be located in the same facility as such Originator or any
                  of its Affiliates);

                           (iii) having stationery and other business forms and
                  a telephone number separate from those of each Originator and
                  its Affiliates;

                           (iv) being at all times adequately capitalized in
                  light of its contemplated business;

                           (v) providing at all times for its own operating
                  expenses and liabilities from its own funds, except to the
                  extent that the Seller, on the one hand, and PolyOne or any of
                  its Affiliates, on the other hand, share overhead expenses,
                  the costs and expenses incurred in so doing will be fairly and
                  nonarbitrarily allocated between or among such entities, with
                  the result that each such entity bears its fair share of all
                  such costs and expenses.

                           (vi) maintaining its assets, funds and transactions
                  separately from those of each Originator and its Affiliates,
                  reflecting such assets and transactions in financial
                  statements separate and distinct from those of each Originator
                  and its Affiliates, and evidencing such assets and
                  transactions by appropriate entries in books and records
                  separate and distinct from those of each Originator and its
                  Affiliates;

                           (vii) holding itself out to the public under the
                  Seller's own name as a legal entity separate and distinct from
                  each Originator and its Affiliates;

                           (viii) holding regular duly noticed meetings or
                  obtaining such appropriate consents of its Board of Directors,
                  and making and retaining minutes of such meetings as are
                  necessary or appropriate to authorize all of the Seller's
                  corporate actions required by law to be authorized by its
                  Board of Directors;

                           (ix) not engaging in any transaction with any
                  Originator or any of its Affiliates, except as permitted by
                  this Agreement and as contemplated by the Receivables
                  Contribution and Sale Agreement;

                           (x) not maintaining any joint account with any
                  Originator or any of its Affiliates or becoming liable as a
                  guarantor or otherwise with respect to any Debt or contractual
                  obligation of any Originator or any of its Affiliates;

                           (xi) not directing or participating in the management
                  of any Originator or any of its Affiliates;

                           (xii) not making any payment or distribution of
                  assets with respect to any obligation of any Originator or any
                  of its Affiliates or granting an Adverse Claim on any of its
                  assets to secure any obligation of such Originator or any of
                  its Affiliates;



                                       41
<PAGE>

                           (xiii) not making loans or advances or otherwise
                  extending credit to any Originator or any of its Affiliates;

                           (xiv) not holding itself out as having agreed to pay,
                  or as being liable (primarily or secondarily) for, any
                  obligations of any Originator or any of its Affiliates; and

                           (xv) taking and continuing to take all actions,
                  described in the assumptions as to facts set forth in, and
                  forming the basis of, the opinion of Thompson Hine LLP
                  delivered pursuant to Section 3.01(m)(iii) and designated as
                  Exhibit I-3 to this Agreement.

                           (j) COMPLIANCE WITH CHARTER AND BY-LAWS. Comply with,
                  and cause compliance with, the provisions of the charter and
                  by-laws of the Seller delivered to the Agent pursuant to
                  Section 3.01(d) as the same may, from time to time, be
                  amended, supplemented or otherwise modified with the prior
                  written consent of the Agent.

                           (k) PURCHASE OF POOL RECEIVABLES FROM ORIGINATOR.
                  With respect to each Pool Receivable acquired from each
                  Originator by the Seller other than as a capital contribution,
                  pay to such Originator (in accordance with the Receivables
                  Contribution and Sale Agreement) an amount which constitutes
                  fair consideration and approximates fair market value for such
                  Pool Receivable and in a sale the terms and conditions of
                  which (including, without limitation, the purchase price
                  thereof) reasonably approximate an arm's-length transaction
                  between unaffiliated parties.

                           (l) NATURE OF BUSINESS AND PERMITTED TRANSACTIONS.
                  Engage solely in the following businesses and transactions,
                  directly or indirectly: purchasing Receivables and Related
                  Security from each Originator and selling interests in such
                  Receivables and Related Security to the Owners hereunder and
                  the other transactions permitted or contemplated hereby.

                           (m) RECEIVABLES CONTRIBUTION AND SALE AGREEMENT. At
                  its expense, timely and fully perform and comply in all
                  material respects with all provisions, covenants and other
                  promises required to be observed by it under the Receivables
                  Contribution and Sale Agreement, maintain the Receivables
                  Contribution and Sale Agreement in full force and effect,
                  enforce the Receivables Contribution and Sale Agreement in
                  accordance with its terms, take all such action to such end as
                  may be from time to time reasonably requested by the Agent,
                  and make to any party to the Receivables Contribution and Sale
                  Agreement such demands and requests for information and
                  reports or for action as the Seller is entitled to make
                  thereunder and as may be from time to time reasonably
                  requested by the Agent.

                  SECTION 5.02. REPORTING REQUIREMENTS OF THE SELLER. Until the
later of the Facility Termination Date nor the Eligible Assets and the date upon
which no Capital for any Eligible Asset shall be existing and no Yield, Fees or
other amounts shall remain unpaid under this Agreement, the Seller will, unless
the Agent (with the consent or at the request of the Managing Agents) shall
otherwise consent in writing, furnish to the Agent:

                           (a) as soon as available and in any event within 45
                  days after the end of each of the first three quarters of each
                  fiscal year of the Seller, a balance sheet of the Seller as of
                  the end of such quarter and statements of income and retained
                  earnings and of cash flows of the Seller for the period
                  commencing at the end of the previous fiscal year and ending
                  with the end of such quarter, certified by the chief financial
                  officer of the Seller;



                                       42
<PAGE>

                           (b) as soon as available and in any event within 60
                  days after the end of each fiscal year of the Seller, a copy
                  of the financial statements for such year for the Seller
                  certified in a manner acceptable to the Agent by a Responsible
                  Officer of the Seller;

                           (c) as soon as possible and in any event within five
                  days after the occurrence of each Event of Investment
                  Ineligibility, or each event which, with the giving of notice
                  or lapse of time or both, would constitute an Event of
                  Investment Ineligibility, continuing on the date of such
                  statement, a statement of the chief financial officer of the
                  Seller setting forth details of such Event of Investment
                  Ineligibility or event and the action which the Seller has
                  taken and proposes to take with respect thereto; and

                           (d) promptly, from time to time, such other
                  information, documents, records or reports respecting the
                  Receivables, the Related Security or the Contracts or the
                  condition or operations, financial or otherwise, of the Seller
                  as the Agent may from time to time reasonably request.

                  SECTION 5.03. NEGATIVE COVENANTS OF THE SELLER. Until the
later of the Facility Termination Date for the Eligible Assets and the date upon
which no Capital for any Eligible Asset shall be existing and no Yield, Fees or
other amounts shall remain unpaid under this Agreement, the Seller will not,
without the written consent of the Agent (with the consent or at the request of
the Managing Agents):

                           (a) SALES, ADVERSE CLAIMS, ETC. Except as otherwise
                  provided herein or in the Parallel Purchase Commitment, sell,
                  assign (by operation of law or otherwise) or otherwise dispose
                  of, or grant any option with respect to, or create or suffer
                  to exist any Adverse Claim upon or with respect to, the
                  Seller's undivided interest in any Pool Receivable or Related
                  Security or Collections in respect thereof, or upon or with
                  respect to any related Contract or any deposit account to
                  which any Collections of any Pool Receivable are sent
                  (including, without limitation, any Lock-Box Account), or
                  assign any right to receive income in respect thereof.

                           (b) EXTENSION OR AMENDMENT OF RECEIVABLES. Except as
                  otherwise permitted in Section 6.02, extend, amend or
                  otherwise modify the terms of any Pool Receivable, or amend,
                  modify or waive any term or condition of any Contract related
                  thereto.

                           (c) CHANGE IN BUSINESS OR CREDIT AND COLLECTION
                  POLICY. Make any change in the character of its business or in
                  the Credit and Collection Policy that would, in either case,
                  be reasonably likely to materially impair the collectibility
                  of any Pool Receivable.

                           (d) CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS. Add
                  or terminate any bank as a Lock-Box Bank or any deposit
                  account as a Lock-Box Account from those listed in Schedule I,
                  or make any change in the instructions to Obligors regarding
                  payments to be made to any Lock-Box Account, unless the Agent
                  shall have received at least 20 days' prior written notice of
                  such addition, termination or change and shall have received,
                  with respect to each new Lock-Box Account, a Lock-Box
                  Agreement executed by the Lock-Box Bank that maintains such
                  Lock-Box Account and the Seller or an Originator, as
                  applicable.



                                       43
<PAGE>

                           (e) DEPOSITS TO LOCK-BOX ACCOUNTS. Deposit or
                  otherwise credit, or cause or permit to be so deposited or
                  credited, to any Lock-Box Account cash or cash proceeds other
                  than Collections of Pool Receivables.

                           (f) CHANGE OF NAME, ETC. Change its name or legal
                  structure or its jurisdiction of organization, unless, prior
                  to the effective date of any such change, the Seller delivers
                  to the Agent (i) UCC financing statements necessary to reflect
                  such change and to continue the perfection of the ownership
                  interests in the Eligible Assets contemplated by this
                  Agreement and (ii) if the legal structure of the Seller has
                  changed and such change adversely affects the rights of the
                  Agent under then existing Lock-Box Agreements with the Seller
                  in order to take control of the Lock-Box Accounts pursuant to
                  Section 6.03(a), new Lock-Box Agreements executed by the
                  Seller and the Lock-Box Banks, to the extent necessary to
                  reflect such changes and to continue to enable the Agent to
                  exercise such rights.

                           (g) DEBT. Except as otherwise provided herein or in
                  the Receivables Contribution and Sale Agreement or the
                  Parallel Purchase Commitment, create, incur, assume or suffer
                  to exist any Debt.

                           (h) LEASE OBLIGATIONS. Create, incur, assume or
                  suffer to exist any obligations as lessee for the rental or
                  lease of real or personal property, other than for the lease
                  or rental of an office space or office equipment for use by
                  the Seller in the ordinary course of its business.

                           (i) ERISA. Adopt, maintain, contribute to or incur or
                  assume any obligation with respect to any Plan, Multiemployer
                  Plan or Welfare Plan.

                           (j) INVESTMENTS IN OTHER PERSONS. Except as otherwise
                  provided herein or in the Receivables Contribution and Sale
                  Agreement or the Parallel Purchase Commitment, make or hold
                  any Investment in any Person.

                           (k) SALES, ETC., OF ASSETS. Except as contemplated by
                  this Agreement or the Parallel Purchase Commitment, sell,
                  lease, transfer or otherwise dispose of any assets.

                           (l) MERGER, ETC. Consolidate with or merge into any
                  other Person.

                           (m) ORGANIZATIONAL DOCUMENTS. Amend, supplement or
                  otherwise modify its charter or by-laws furnished to the Agent
                  pursuant to Section 3.02(d).

                           (n) ACCOUNTING. Account for (including for accounting
                  and tax purposes) or otherwise treat the transactions
                  contemplated by the Receivables Contribution and Sale
                  Agreement in any manner other than as sales of Receivables by
                  each Originator to the Seller, or account for (other than for
                  tax purposes) or otherwise treat the transactions contemplated
                  by this Agreement or the Parallel Purchase Commitment in any
                  manner other than as sales of Eligible Assets by the Seller to
                  the Agent for the account of each Investor.

                           (o) RECEIVABLES CONTRIBUTION AND SALE AGREEMENT. (i)
                  Cancel or terminate the Receivables Contribution and Sale
                  Agreement or consent to or accept any cancellation or
                  termination thereof, (ii) amend, supplement or otherwise
                  modify any term or condition of the Receivables Contribution
                  and Sale Agreement or give any consent, waiver or approval



                                       44
<PAGE>

                  thereunder, (iii) waive any default under or breach of the
                  Receivables Contribution and Sale Agreement or (iv) take any
                  other action under the Receivables Contribution and Sale
                  Agreement not required by the terms thereof that would impair
                  the value of any Additional Assigned Rights or the rights or
                  interests of the Seller thereunder or of the Agent or any
                  Owner or Indemnified Party hereunder or thereunder.

                  (p) NO SUBSIDIARY. Acquire or create or otherwise form any
         Subsidiary.

                  SECTION 5.04. AFFIRMATIVE COVENANTS OF THE COLLECTION AGENT.

                  Until the later of the Facility Termination Date for the
Eligible Assets and the date upon which no Capital for any Eligible Asset shall
be existing and no Yield, Fees or other amounts shall remain unpaid under this
Agreement, the Collection Agent will, unless the Agent (with the consent or at
the request of the Managing Agents) shall otherwise consent in writing:

                  (a) COMPLIANCE WITH LAWS, ETC. Comply, and cause each other
         Originator to comply, in all material respects with all applicable
         laws, rules, regulations and orders with respect to it, its business
         and properties and all Pool Receivables and related Contracts, Related
         Security and Collections with respect thereto.

                  (b) PRESERVATION OF CORPORATE EXISTENCE. Preserve and
         maintain, and cause each other Originator to preserve and maintain, its
         corporate existence, rights, franchises and privileges in the
         jurisdiction of its formation, and qualify and remain qualified in good
         standing as a foreign organization in each jurisdiction where the
         failure to preserve and maintain such existence, rights, franchises,
         privileges and qualification would materially adversely affect the
         interests of the Owners or the Agent hereunder or in the Pool
         Receivables and the Related Security, or the ability of the Collection
         Agent or any other Originator to perform their respective obligations
         hereunder and under the Receivables Contribution and Sale Agreement.

                  (c) KEEPING OF RECORDS AND BOOKS OF ACCOUNT. Maintain and
         implement, and cause each other Originator to maintain and implement,
         administrative and operating procedures (including, without limitation,
         an ability to recreate records evidencing Pool Receivables in the event
         of the destruction of the originals thereof), and keep and maintain all
         documents, books, records and other information reasonably necessary or
         advisable for the collection of all Pool Receivables (including,
         without limitation, records adequate to permit the daily identification
         of each Pool Receivable, the Outstanding Balance of each Pool
         Receivable and the dates which payments are due thereon and all
         Collections of and adjustments to each existing Pool Receivable).

                  (d) PERFORMANCE AND COMPLIANCE WITH RECEIVABLES AND CONTRACTS.
         At its expense, timely and fully (i) perform and comply, and cause each
         other Originator to timely and fully perform and comply, in all
         material respects with, or cause to be complied with in all material
         respects, all material provisions, covenants and other promises
         required to be observed by it under the Contracts related to the Pool
         Receivables, and timely and fully comply in all material respects with
         the Credit and Collection Policy in regard to each Pool Receivable and
         the related Contract and (ii) as beneficiary of any Related Security,
         enforce, and cause each other Originator to enforce, such Related
         Security as reasonably requested by the Agent.



                                       45
<PAGE>

                  (e) EXAMINATION OF RECORDS; AUDITS. (i) From time to time
         during regular business hours and upon reasonable prior notice, as
         requested by the Agent, permit, and cause each other Originator to
         permit, the Agent, or its agents or representatives, (A) to examine and
         make copies of and abstracts from all Records in the possession or
         under the control of each Originator, the Seller, the Collection Agent,
         their respective Affiliates or the agents of each Originator, the
         Seller, the Collection Agent or their respective Affiliates, relating
         to Pool Receivables and the Related Security, including, without
         limitation, the related Contracts, and (B) to visit the offices and
         properties of each Originator, the Seller, the Collection Agent or
         their respective Affiliates or the agents of each Originator, the
         Seller, the Collection Agent or their respective Affiliates, for the
         purpose of examining such materials described in clause (A) above, and
         to discuss matters relating to Pool Receivables and the Related
         Security or the Collection Agent's performance hereunder or under the
         Contracts with any of the officers or employees of the Collection Agent
         having knowledge of such matters, and (ii) once during each fiscal year
         of the Collection Agent commencing with the fiscal year of the
         Collection Agent ending on December 31, 2002 and at the request of the
         Agent at any time and from time to time upon the occurrence and during
         the continuance of any Event of Investment Ineligibility or event
         which, with the giving of notice or lapse of time or both, would
         constitute any Event of Investment Ineligibility, at the expense of the
         Collection Agent, and upon reasonable prior notice, cause its
         independent public accountants (or, upon the occurrence and during the
         continuance of any Event of Investment Ineligibility or any event that
         would constitute an Event of Investment Ineligibility but for the
         requirement that notice be given or time elapse or both, and during any
         Below Investment Grade Period or Collateral Account Period, permit
         independent public accountants selected by, or representatives of, the
         Agent) to perform, and deliver to the Agent a written report of, an
         audit conducted by such accountants with respect to the Pool
         Receivables, Credit and Collection Policy, Lock-Box Account activity
         and the Collection Agent's performance of its obligations under this
         Agreement and the Receivables Contribution and Sale Agreement on a
         scope and in a form reasonably requested by the Agent for such audit.

                  (f) KEEPING OF RECORDS AND BOOKS OF ACCOUNT. Keep, and cause
         each other Originator to keep, or cause to be kept, proper records and
         books of account in which full and correct entries shall be made of all
         financial transactions and the assets and business of the Collection
         Agent and each other Originator in accordance with GAAP.

                  (g) DEPOSITS TO LOCK-BOX ACCOUNTS. Instruct, and cause each
         other Originator to instruct, all Obligors to make payments in respect
         of Pool Receivables to a Lock-Box Account and, if the Collection Agent
         or any other Originator shall otherwise receive any Collections
         (including, without limitation, any Collections deemed to have been
         received by the Seller pursuant to Section 2.07), segregate and hold in
         trust such Collections and deposit such Collections, or cause such
         Collections to be deposited, to a Lock-Box Account within two Business
         Days following such receipt.



                                       46
<PAGE>

                  SECTION 5.05. NEGATIVE COVENANTS OF THE COLLECTION AGENT.
Until the later of the Facility Termination Date for the Eligible Assets and the
date upon which no Capital for any Eligible Asset shall be existing and no
Yield, Fees or other amounts remain unpaid under this Agreement, the Collection
Agent will not, without the written consent of the Agent (with the consent or at
the request of the Managing Agents):

                  (a) EXTENSION OR AMENDMENT OF RECEIVABLES. Except as otherwise
         permitted in Section 6.02, extend, amend or otherwise modify the terms
         of any Pool Receivable, or amend, modify or waive any term or condition
         of any Contract related thereto.

                  (b) CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY. Make
         any change in the character of its business or in the Credit and
         Collection Policy that would, in either case, be reasonably likely to
         materially impair the collectibility of any Pool Receivable.

                  (c) CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS. Add or
         terminate any bank as a Lock-Box Bank or any deposit account as a
         Lock-Box Account from those listed in Schedule I, or make any change in
         the instructions to Obligors regarding payments to be made to any
         Lock-Box Account, unless the Agent shall have received at least 20
         days' prior written notice of such addition, termination or change and
         shall have received, with respect to each new Lock-Box Account, a
         Lock-Box Agreement executed by the Lock-Box Bank that maintains such
         Lock-Box Account and the Seller or an Originator, as applicable.

                  (d) DEPOSITS TO LOCK-BOX ACCOUNTS. Deposit or otherwise
         credit, or cause or permit to be so deposited or credited, to any
         Lock-Box Account cash or cash proceeds other than Collections of Pool
         Receivables.


                                   ARTICLE VI

                          ADMINISTRATION AND COLLECTION

                  SECTION 6.01. DESIGNATION OF COLLECTION AGENT.

                  The servicing, administering and collection of the Pool
Receivables shall be conducted by such Person (the "COLLECTION AGENT") so
designated from time to time in accordance with this Section 6.01. Until the
Agent gives three Business Days' notice to the Seller and PolyOne of a
designation of a new Collection Agent, PolyOne is hereby designated as, and
hereby agrees to perform the duties and obligations of, the Collection Agent
pursuant to the terms hereof. The Agent (at the request or with the consent of
any Managing Agent) may at any time designate as Collection Agent any Person
(including itself) to succeed PolyOne or any successor Collection Agent if the
Agent (or any Managing Agent) shall determine in its reasonable discretion that
such action is necessary to protect the interest of any Owner in the
Receivables, on the condition in each case that any such Person so designated
shall agree to perform the duties and obligations of the Collection Agent
pursuant to the terms hereof. The Collection Agent may, with the prior consent
of the Agent (with the consent or at the request of the Managing Agents),
subcontract with any other Person for servicing, administering or collecting the
Pool Receivables, PROVIDED that the Collection Agent shall remain liable for the
performance of the duties and obligations of the Collection Agent pursuant to
the terms hereof.

                  SECTION 6.02. DUTIES OF COLLECTION AGENT.



                                       47
<PAGE>

                  (a) The Collection Agent shall take or cause to be taken all
         such actions as may be necessary or advisable to collect each Pool
         Receivable from time to time, all in accordance with applicable laws,
         rules and regulations, with reasonable care and diligence, and in
         accordance with the Credit and Collection Policy, including, without
         limitation, the billing of Pool Receivables as soon as possible under
         the Contracts related thereto, the preparation and mailing of
         collection letters to any Obligor whose payment is past due, the
         investigation and resolution of customer inquiries and complaints, and
         the employment of one or more agents. Each of the Seller, each Owner
         and the Agent hereby appoints as its agent the Collection Agent, from
         time to time designated pursuant to Section 6.01, to enforce its
         respective rights and interests in and under the Pool Receivables, the
         Related Security and the Contracts. The Collection Agent shall set
         aside and hold in trust for the account of the Seller and each Owner
         their respective allocable shares of the Collections of Pool
         Receivables in accordance with Sections 2.05 and 2.06 but shall not be
         required (unless otherwise requested by the Agent or otherwise required
         by Section 2.05 or 2.06) to segregate the funds constituting such
         portion of such Collections prior to the remittance thereof in
         accordance with said Sections. If instructed by the Agent (at the
         request or with the consent of any Managing Agent), the Collection
         Agent shall segregate and deposit with a bank (which may be Citibank)
         designated by the Agent such allocable share of Collections of Pool
         Receivables, set aside for each Owner, on the first Business Day
         following receipt by the Collection Agent of such Collections. Provided
         no Event of Investment Ineligibility shall have occurred and be
         continuing, PolyOne, while it is Collection Agent, may, in accordance
         with the Credit and Collection Policy, extend the maturity or adjust
         the Outstanding Balance of any Defaulted Receivable as PolyOne may
         determine to be appropriate to maximize Collections thereof.

                  (b) The Collection Agent shall as soon as practicable
         following receipt turn over to the Seller (i) that portion of
         Collections of Pool Receivables representing its undivided interest
         therein, less all reasonable and appropriate out-of-pocket costs and
         expenses of such Collection Agent of servicing, collecting and
         administering the Pool Receivables to the extent not covered by the
         Collection Agent Fee received by it and (ii) the Collections of any
         Receivable which is not a Pool Receivable. The Collection Agent shall
         as soon as practicable upon demand deliver to the Seller all documents,
         instruments and records in its possession which evidence or relate to
         Receivables of the Seller other than Pool Receivables, and copies of
         documents, instruments and records in its possession which evidence or
         relate to Pool Receivables. The Collection Agent's authorization under
         this Agreement shall terminate, after the Facility Termination Date for
         the Eligible Assets, upon receipt by each Owner of an Eligible Asset of
         an amount equal to the Capital plus accrued Yield for such Eligible
         Asset plus all other amounts owed to the Agent, each Owner and the
         Seller and (unless otherwise agreed by the Agent and the Collection
         Agent) the Collection Agent under this Agreement.

                  SECTION 6.03. RIGHTS OF THE AGENT.

                  (a) The Agent (at the request or with the consent of any
         Managing Agent) may notify, at any time upon three Business Days'
         notice to the Seller if the Agent (or such Managing Agent) shall
         determine in its sole discretion that such action is necessary to
         protect the interest of any Owner in the Receivables, or at any time
         after the designation of a Collection Agent other than PolyOne and at
         the Seller's expense, the Obligors of Pool Receivables, or any of them,
         of the ownership of Eligible Assets by the Owners. Further, the Agent
         is hereby authorized at any time to date, and to deliver to the
         Lock-Box Banks, the Lock-Box Notices referred to in the Lock-Box
         Agreements. The Seller and PolyOne each hereby, when the Agent shall
         deliver such Lock-Box



                                       48
<PAGE>

         Notices to the Lock-Box Banks, transfers to the Agent the exclusive
         control of the Lock-Box Accounts to which the Obligors of Pool
         Receivables shall make payments, and shall take such further action
         that the Agent may reasonably request to effect such transfer. If the
         Agent shall deliver such Lock-Box Notices to the Lock-Box Banks, the
         Agent will, promptly after the aggregate Capital of all Eligible Assets
         shall be reduced to zero and the Yield in respect of all Eligible
         Assets and all other amounts payable under this Agreement to the Owner
         shall be paid in full, instruct the Lock-Box Banks that the Agent
         transfers back to the Seller or PolyOne, as the case may be, exclusive
         control of the Lock-Box Accounts.

                  (b) At any time following the designation of a Collection
         Agent other than PolyOne pursuant to Section 6.01:

                  (i) The Agent may direct the Obligors of Pool Receivables, or
            any of them, that payment of all amounts payable under any Pool
            Receivable be made directly to the Agent or its designee.

                  (ii) Each of the Seller and PolyOne shall, at the Agent's
            request and at the Seller's and PolyOne's expense, give notice of
            such ownership to each such Obligor and direct that payments be made
            directly to the Agent or its designee.

                  (iii) Each of the Seller and PolyOne shall, at the Agent's
            request, (A) assemble all of the documents, instruments and other
            records (including, without limitation, computer tapes and disks)
            which evidence the Pool Receivables, and the related Contracts and
            Related Security, or which are otherwise necessary or desirable to
            collect such Pool Receivables, and shall make the same available to
            the Agent at a place selected by the Agent or its designee and (B)
            segregate all cash, checks and other instruments received by it from
            time to time constituting Collections of Pool Receivables in a
            manner acceptable to the Agent and shall, promptly upon receipt,
            remit all such cash, checks and instruments, duly endorsed or with
            duly executed instruments of transfer, to the Agent or its designee.

                  (iv) Each of the Seller and PolyOne hereby authorizes the
            Agent to take any and all steps in the Seller's or any PolyOne's
            name and on behalf of the Seller and the Owners necessary or
            desirable, in the determination of the Agent, to collect all amounts
            due under any and all Pool Receivables, including, without
            limitation, endorsing the Seller's or PolyOne's name on checks and
            other instruments representing Collections and enforcing such Pool
            Receivables and the related Contracts.

                  SECTION 6.04. RESPONSIBILITIES OF THE SELLER.

                  Anything herein to the contrary notwithstanding:

                  (a) Each of the Seller and the Originators shall perform all
            of its obligations under the Contracts related to the Pool
            Receivables to the same extent as if Eligible Assets had not been
            sold hereunder and the exercise by the Agent of its rights hereunder
            shall not relieve the Seller or any Originator from such obligations
            or its obligations with respect to Pool Receivables or under the
            related Contracts; and



                                       49
<PAGE>

                  (b) Neither the Agent nor the Owners nor the Managing Agents
            shall have any obligation or liability with respect to any Pool
            Receivables or related Contracts, nor shall any of them be obligated
            to perform any of the obligations of the Seller thereunder.

                  SECTION 6.05. FURTHER ACTION EVIDENCING PURCHASES.

                  The Seller and PolyOne each agrees that from time to time, at
its expense, it will promptly execute and deliver all further instruments and
documents, and take all further action that the Agent may reasonably request in
order to perfect, protect or more fully evidence the Eligible Assets purchased
by the Owners hereunder, or to enable any of them or the Agent to exercise and
enforce any of their respective rights and remedies hereunder or under the
Certificates. Without limiting the generality of the foregoing, each of the
Seller and PolyOne will, upon the request of the Agent: (i) execute and file
such financing or continuation statements, or amendments thereto or assignments
thereof, and such other instruments or notices, as may be necessary or
appropriate in accordance with law; (ii) if the Agent shall determine in its
sole discretion that such action is necessary to protect its interest in the
Receivables, mark conspicuously each invoice evidencing each Pool Receivable and
the related Contract with a legend, acceptable to the Agent, evidencing that
such Eligible Assets have been sold in accordance with this Agreement; and (iii)
mark its master data processing records evidencing such Pool Receivables and
related Contracts with such legend. The Seller hereby authorizes the Agent to
file one or more financing or continuation statements, and amendments thereto
and assignments thereof, relative to all or any of the Pool Receivables and the
Related Security now existing or hereafter arising without the signature of the
Seller where permitted by law. A photocopy or other reproduction of this
Agreement or any financing statement covering all or any of the Contracts, or
Pool Receivables and the Related Security and Collections with respect thereto
shall be sufficient as a financing statement where permitted by law. If the
Seller or PolyOne fails to perform any of its agreements or obligations under
this Agreement, the Agent may (but shall not be required to) itself perform, or
cause performance of, such agreement or obligation, and the expenses of the
Agent incurred in connection therewith shall be payable by the Seller or PolyOne
as provided in Section 10.01.


                                  ARTICLE VII

                       EVENTS OF INVESTMENT INELIGIBILITY

                  SECTION 7.01. EVENTS OF INVESTMENT INELIGIBILITY.

                  If any of the following events ("EVENTS OF INVESTMENT
INELIGIBILITY") shall occur and be continuing:

                  (a) (i) The Collection Agent (if other than the Agent or
         Citibank) (i) shall fail to perform or observe any term, covenant or
         agreement hereunder (other than as referred to in clause (ii) of this
         Section 7.01(a)) and such failure shall remain unremedied for three
         Business Days or (ii) the Seller or the Collection Agent (if other than
         the Agent or Citibank) shall fail to make any payment or deposit to be
         made by it hereunder or under the Fee Letter when due; or

                  (b) The Seller or the Collection Agent shall fail to perform
         or observe any term, covenant or agreement contained in Section 5.01(e)
         or (g), 5.02(c), 5.03, 5.04(e) or (g), or



                                       50
<PAGE>

         5.05 of this Agreement, or any Originator shall fail to perform or
         observe any term, covenant or agreement contained in Section 4.01(g),
         (i) or (j)(iii) or 4.02 of the Receivables Contribution and Sale
         Agreement; or

                  (c) Any representation or warranty made or deemed to be made
         by the Seller or any Originator or the Collection Agent (or any of
         their respective officers) under or in connection with this Agreement
         or any other Transaction Document or any Seller Report or other
         information or report delivered pursuant hereto shall prove to have
         been false or incorrect in any material respect when made; or

                  (d) The Seller or any Originator shall fail to perform or
         observe any other term, covenant or agreement contained in any
         Transaction Document on its part to be performed or observed and any
         such failure shall remain unremedied for seven Business Days after
         written notice thereof shall have been given by the Agent to the Seller
         or such Originator; or

                  (e) The Seller or any Originator shall fail to pay any Debt,
         in the case of the Seller, in excess of $5,000, and, in the case of
         such Originator, in excess of $20,000,000, or any interest or premium
         thereon, when due (whether by scheduled maturity, required prepayment,
         acceleration, demand or otherwise) and such failure shall continue
         after the applicable grace period, if any, specified in the agreement
         or instrument relating to such Debt; or any other default under any
         agreement or instrument relating to any such Debt, or any other event,
         shall occur and shall continue after the applicable grace period, if
         any, specified in such agreement or instrument, if the effect of such
         default or event is to accelerate, or to permit the acceleration of,
         the maturity of such Debt; or any such Debt shall be declared to be due
         and payable or required to be prepaid (other than by a regularly
         scheduled required prepayment), redeemed, purchased or defeased, or an
         offer to prepay, redeem, purchase or defease such Debt shall be
         required to be made, in each case prior to the stated maturity thereof;
         or

                  (f) Any Purchase or any reinvestment pursuant to Section 2.05
         shall for any reason, except to the extent permitted by the terms
         hereof, cease to create, or any Eligible Asset shall for any reason
         cease to be, a valid and perfected first priority undivided percentage
         ownership interest to the extent of the pertinent Eligible Asset in
         each applicable Pool Receivable and the Related Security and
         Collections with respect thereto; or

                  (g) (i) The Seller, any Originator or the Collection Agent
         shall generally not pay its debts as such debts become due, or shall
         admit in writing its inability to pay its debts generally, or shall
         make a general assignment for the benefit of creditors; or any
         proceeding shall be instituted by or against the Seller, such
         Originator or the Collection Agent seeking to adjudicate it a bankrupt
         or insolvent, or seeking liquidation, winding up, reorganization,
         arrangement, adjustment, protection, relief or composition of it or its
         debts under any law relating to bankruptcy, insolvency or
         reorganization or relief of debtors, or seeking the entry of an order
         for relief or the appointment of a receiver, trustee, or other similar
         official for it or for any substantial part of its property and, if
         instituted against the Seller, such Originator or the Collection Agent,
         either such proceeding shall not be stayed or dismissed for 30 days or
         any of the actions sought in such proceeding (including, without
         limitation, the entry of an order for relief against it or the
         appointment of a receiver, trustee, custodian or other similar official
         for it or for any substantial part of its property) shall occur; or
         (ii) the Seller, such



                                       51
<PAGE>

         Originator or the Collection Agent shall take any corporate action to
         authorize any of the actions set forth in clause (i) above in this
         subsection (g); or

                  (h) The average of the Default Ratios for each of the three
         most recently ended calendar months shall exceed 6%, or the average of
         the Delinquency Ratios for each of the three most recently ended
         calendar months shall exceed 10%; or

                  (i) (A) During any Investment Grade Period or any Below
         Investment Grade Period, the aggregate undivided ownership percentage
         interest of all Investors for all Eligible Assets and the "Eligible
         Assets" under and as defined in the Parallel Purchase Commitment shall
         exceed 95% for five consecutive Business Days or (B) during any
         Collateral Account Period, the Net Receivables Pool Balance shall be
         less than the Required Net Receivables Pool Balance for a period of two
         consecutive Business Days or more after delivery of a Daily Seller
         Report for any Settlement Period; or

                  (j) There shall have been any material adverse change in the
         financial condition or operations of the Originators, taken as a whole,
         since December 31, 2001, or there shall have occurred any event which
         materially adversely affects the collectibility of the Pool
         Receivables, or there shall have occurred any other event which
         materially adversely affects the ability of the Seller or the
         Collection Agent to collect Pool Receivables or the ability of the
         Seller or the Collection Agent to perform hereunder; or

                  (k) Any provision of any Transaction Document shall for any
         reason cease to be a legal, valid and binding obligation of the Seller
         or any Originator, as applicable, or the Seller or any Originator, as
         applicable, shall so state in writing; or

                  (l) PolyOne shall cease to own directly or indirectly 100% of
         the outstanding shares of stock of the Seller; or

                  (m) Any "Event of Default" under and as defined in the Credit
         Agreement shall have occurred and be continuing; or

                  (n) All of PolyOne's long-term public senior unsecured and
         unguaranteed debt securities, if rated, are rated below BB- by S&P or
         rated below Ba3 by Moody's (or deemed rated below BB- in the sole
         discretion of the Citicorp Agent); or

                  (o) The charter or by-laws of the Seller shall be amended,
         supplemented or otherwise modified without consent of the Agent (or
         without the consent or at the request of the Managing Agents); or

                  (p) This Agreement shall cease to create in favor of the
         Agent, as security for the Secured Obligations, a valid security
         interest in the Collateral, or such security interest shall cease to be
         a perfected first priority security interest upon the filing of the
         financing statements referred to in Section 3.01(h).

then, and in any such event, the Agent may, by notice to the Seller, declare the
Facility Termination Date (for the Eligible Assets owned by the Owners to which
such event applies) to have occurred, whereupon such Facility Termination Date
shall forthwith occur, without demand, protest or further notice of any kind,
all without any further actions on its part, which are hereby expressly waived
by



                                       52
<PAGE>

the Seller; PROVIDED, HOWEVER, that in the event of an actual or deemed entry of
an order for relief with respect to the Seller or any Originator under the
Federal Bankruptcy Code or the occurrence of any event described above in
subsection (g), the Facility Termination Date (for all Eligible Assets) shall
automatically occur, without demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Seller. Upon any such termination of
the Facility, the Agent and the Owners shall have, in addition to all other
rights and remedies under this Agreement or otherwise, all other rights and
remedies provided under the UCC of the applicable jurisdiction and other
applicable laws, which rights shall be cumulative. Without limiting the
foregoing or the general applicability of Article IX hereof, any Owner may elect
to assign pursuant to Article IX hereof any Eligible Asset owned by such Owner
to an Assignee following the occurrence of any Event of Investment
Ineligibility.


                                  ARTICLE VIII

                        THE AGENT AND THE MANAGING AGENTS

                  SECTION 8.01. AUTHORIZATION AND ACTION.

                  Each Investor hereby appoints and authorizes each of its
Managing Agent and the Agent, respectively, and each Managing Agent hereby
appoints and authorizes the Agent, to take such action as agent on its behalf
and to exercise such powers under this Agreement and the other Transaction
Documents and each other document furnished pursuant hereto as are delegated to
such Managing Agent or the Agent, respectively, by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto. As to any
matters not expressly provided for by this Agreement (including, without
limitation, enforcement of the Transaction Documents and such other documents),
neither the Agent nor any Managing Agent shall be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions or requests of the Managing Agents, in the case of the
Agent, or such Managing Agent's Investor, in the case of such Managing Agent,
and such instructions and requests shall be binding upon all parties hereto and
all Assignees; provided, however, that neither the Agent nor any Managing Agent
shall be required to take any action which exposes the Agent or such Managing
Agent to personal liability or which is contrary to this Agreement or any other
Transaction Document, or any other document furnished pursuant hereto or
applicable law. Each of the Agent and each Managing Agent agrees to give to each
other and to each Investor prompt notice of each notice given to it pursuant to
the terms of this Agreement or any other Transaction Document or any other
document furnished pursuant hereto, and in the case of each notice by the Seller
to the Agent of each requested Purchase pursuant to Section 2.02(a), the Agent
agrees to use its reasonable best efforts to give notice of such Purchase to
each Managing Agent on the same day as such notice by the Seller. The Agent
hereby agrees to deliver promptly to each Managing Agent each report, document,
notice or other written communication required to be delivered by or on behalf
of the Seller or the Collection Agent or any Originator to the Agent on behalf
of the Investors and the Managing Agents by the terms and conditions of this
Agreement and the other Transaction Documents (it being understood that the
Agent shall have no obligation to deliver, or cause to be delivered, to any
Managing Agent any such report, document, notice or other written communication
if the Seller or the Collection Agent or any Originator required to deliver, or
have delivered on its behalf, such report, document, notice or other written
communication fails to make or cause such delivery to the Agent).



                                       53
<PAGE>

                  SECTION 8.02. AGENT'S AND MANAGING AGENT'S RELIANCE, ETC.
Neither the Agent nor any Managing Agent nor any of their respective directors,
officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them as Agent or Managing Agent, respectively, under or in
connection with this Agreement or any other Transaction Document or any other
document furnished pursuant hereto (including, without limitation, the Agent's
servicing, administering or collecting the Pool Receivables as Collection Agent
pursuant to Section 6.01), except for its or their own gross negligence or
willful misconduct. Without limiting the generality of the foregoing, except as
otherwise agreed by the Agent or any Managing Agent, as applicable, and any
Owner, each of the Agent and each Managing Agent, respectively: (i) may consult
with legal counsel (including counsel for the Seller, the Collection Agent or
any Originator), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or
experts; (ii) makes no warranty or representation to any Owner or any other
Indemnified Party and shall not be responsible to any Owner or any other
Indemnified Party for any statements, warranties or representations (whether
written or oral) made in or in connection with this Agreement or any other
Transaction Document or any other document delivered pursuant hereto; (iii)
shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement or any
other Transaction Document or any other document delivered pursuant hereto on
the part of the Seller, the Collection Agent or any Originator or to inspect the
property (including the books and records) of the Seller, the Collection Agent
or any Originator; (iv) shall not be responsible to any Owner or other
Indemnified Party for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Transaction
Document or any other document furnished pursuant hereto, or the perfection,
priority or value of any ownership interest or security interest created or
purported to be created hereunder or under the Receivables Contribution and Sale
Agreement; and (v) shall incur no liability under or in respect of this
Agreement or any other Transaction Document or any other document delivered
pursuant hereto by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by telecopier,
telegram, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

                  SECTION 8.03. AGENT AND MANAGING AGENTS. With respect to any
Eligible Asset owned by it, each of the Agent and the Managing Agents shall have
the same rights and powers under this Agreement as any other Owner and may
exercise the same as though it were not the Agent or a Managing Agent, as
applicable. Each of the Agent and the Managing Agents and their respective
Affiliates may generally engage in any kind of business with the Seller or any
Originator or any Obligor, any of their respective Affiliates and any Person who
may do business with or own securities of the Seller or any Originator or any
Obligor or any of their respective Affiliates, all as if CNAI or such Managing
Agent were not the Agent or a Managing Agent, as applicable, and without any
duty to account therefor to the Owners.

                  SECTION 8.04. INVESTORS' PURCHASE DECISIONS. Each Investor
acknowledges that it has, independently and without reliance upon the Agent or
any Managing Agent, any of their respective Affiliates or any other Indemnified
Party and based on such documents and information as it has deemed appropriate,
made its own evaluation and decision to enter into this Agreement and, if it so
determines, to purchase undivided ownership interests in Pool Receivables
hereunder. Each Investor also acknowledges that it will, independently and
without reliance upon the Agent or any Managing Agent, any of their respective
Affiliates or any other Indemnified Party and based on such



                                       54
<PAGE>

documents and information as it shall deem appropriate at the time, continue to
make its own decisions in taking or not taking action under this Agreement.

                  SECTION 8.05. INDEMNIFICATION. Each Investor agrees to cause
to be indemnified its Managing Agent and the Agent (to the extent not reimbursed
by the Seller or any Originator, and in the case of such indemnification of the
Agent, ratably in accordance with its respective Purchase Limit), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against such
Managing Agent or the Agent, respectively, in any way relating to or arising out
of this Agreement or any other Transaction Document or any other instrument or
document furnished pursuant hereto or in connection herewith or any action taken
or omitted by such Managing Agent or the Agent under this Agreement or any other
Transaction Document or any such instrument or document, provided that no
Investor shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Managing Agent's or Agent's, respectively,
gross negligence or willful misconduct. Without limitation of the foregoing but
subject to the proviso to the preceding sentence, each Investor agrees to
reimburse each of its Managing Agent and the Agent (in the case of such
reimbursement of the Agent, ratably in accordance with its respective Purchase
Limit), promptly upon demand for any out-of-pocket expenses (including counsel
fees) incurred by such Managing Agent or the Agent, respectively, in connection
with the administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement or any other Transaction
Document or any other instrument or document furnished pursuant hereto or in
connection herewith, to the extent, in the case of the Agent, that such expenses
are incurred in the interests of or otherwise in respect of all Investors (and
not just the Citicorp Investors or their respective Affiliates) hereunder and to
the extent that such Managing Agent or the Agent, respectively, is not
reimbursed for such expenses by the Seller or any Originator.

                  SECTION 8.06. SUCCESSOR AGENT. The Agent may resign at any
time by giving written notice thereof to the Managing Agents and the Seller and
may be removed at any time with or without cause by the Managing Agents. Upon
any such resignation or removal, the Managing Agents shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Managing Agents, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation or the Managing
Agents' removal of the retiring Agent, then the retiring Agent may, on behalf of
the Investors and the Managing Agents, appoint a successor Agent, which shall be
a commercial bank organized under the laws of the United States or of any State
thereof and having a combined capital and surplus of at least $250,000,000. Upon
the acceptance of any appointment as Agent hereunder by a successor Agent and
upon the execution and filing or recording of such financing statements, or
amendments thereto, and such other instruments or notices, as may be necessary
or desirable, or as the Managing Agents may request, in order to continue the
perfection of the ownership and security interests granted or purported to be
granted by the Transaction Documents, such successor Agent shall succeed to and
become vested with all the rights, powers, discretion, privileges and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations under the Transaction Documents. After any retiring Agent's
resignation or removal hereunder as Agent shall have become effective, the
provisions of this Article VIII shall inure to its benefit to any actions taken
or omitted to be taken by it while it was Agent under this Agreement.



                                       55
<PAGE>

                                   ARTICLE IX

                          ASSIGNMENT OF ELIGIBLE ASSETS

                  SECTION 9.01. ASSIGNMENT.

                  (a) Each Investor may assign to any other Assignee, and any
such Assignee may assign to any other Assignee, any Eligible Asset. Upon any
such assignment, (i) the Assignee shall become the Owner of such Eligible Asset
for all purposes of this Agreement and (ii) the Owner assignor thereof shall
relinquish its rights with respect to such Eligible Asset for all purposes of
this Agreement. Such assignments shall be upon such terms and conditions as the
assignor and the Assignee of such Eligible Asset may mutually agree, the parties
thereto shall deliver to the Agent an Assignment, duly executed by such parties,
and such assignor shall promptly execute and deliver all further instruments and
documents, and take all further action, that the Assignee may reasonably request
in order to perfect, protect or more fully evidence the Assignee's right, title
and interest in and to such Eligible Asset, and to enable the Assignee to
exercise or enforce any rights hereunder or under the Certificate. The Agent
shall provide notice to the Seller of any assignment of an Eligible Asset
hereunder.

                  (b) By executing and delivering an Assignment, the Owner
assignor thereunder and the Assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment, such assigning Owner makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or any other
Transaction Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, the Certificates, any other
Transaction Document or any other instrument or document furnished pursuant
hereto; (ii) such assigning Owner makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Seller
or any Originator or the Collection Agent or the performance or observance by
the Seller or any Originator or the Collection Agent of any of its obligations
under, or the perfection or priority of any ownership or security interest
created or purported to be created under or in connection with, this Agreement,
the Certificates, the Receivables Contribution and Sale Agreement or any other
instrument or document furnished pursuant hereto; (iii) such Assignee and the
Assignee's Agents confirm that they have received a copy of this Agreement or
any other Transaction Documents, together with copies of the financial
statements referred to in Section 4.01, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and to purchase such Eligible Asset; (iv) such
Assignee will, independently and without reliance upon the Agent, any of its
Affiliates, such assigning Owner or any other Owner and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement or any
other Transaction Documents; (v) such Assignee appoints and authorizes the Agent
to take such action as agent on its behalf and to exercise such powers under
this Agreement and any other Transaction Document as are delegated to the Agent
by the terms hereof and thereof, together with such powers as are reasonably
incidental thereto; (vi) such Assignee appoints as its agent the Collection
Agent from time to time designated pursuant to Section 6.01 to enforce its
respective rights and interests in and under the Pool Receivables, the Related
Security and the related Contracts; and (vii) such Assignee agrees that it will
not institute against any Investor any proceeding of the type referred to in
Section 7.01(g) so long as any commercial paper issued by such Investor shall be
outstanding or there shall not have



                                       56
<PAGE>

elapsed one year plus one day since the last day on which any such commercial
paper shall have been outstanding.

                  SECTION 9.02. ASSIGNMENT OF RIGHTS AND OBLIGATIONS.(a) Any
Investor may assign to any Assignee all or a portion of its rights and
obligations under this Agreement (including, without limitation, its right to
make Purchases and reinvestments from time to time hereunder and all Eligible
Assets owned by it); provided, however, that (i) each such assignment shall be
of not less than $1,000,000 of such Investor's right to make Purchases under
this Agreement and the Eligible Assets owned by it, (ii) each such assignment
shall be to an Eligible Assignee, (iii) the parties to each such assignment
shall execute and deliver to the Agent, for its acceptance, an Assignment and
Acceptance, (iv) the consent of the Agent shall first have been obtained and (v)
the Seller should execute and deliver to the Agent for the account of such
Assignee a Certificate in form and substance satisfactory to the Agent. Upon
such execution, delivery and acceptance of any Assignment and Acceptance, from
and after the effective date specified in such Assignment and Acceptance, which
effective date shall be the later of (x) the date the Agent receives such
executed Assignment and Acceptance and (y) the date of such Assignment and
Acceptance, (I) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, shall have all the rights and obligations of
an Investor hereunder and (II) the assigning Investor shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Investor's
rights and obligations under this Agreement, such Investor shall cease to be a
party hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
the assigning Investor and the Assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, the assigning Investor makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other Transaction Document or any other document furnished
pursuant hereto or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Transaction
Document or any other document furnished pursuant hereto, or the perfection,
priority or value of any ownership interest or security interest created or
purported to be created hereunder or under the Receivables Contribution and Sale
Agreement; (ii) the assigning Investor makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Seller
or any Originator or the Collection Agent or the performance or observance by
the Seller or any Originator or the Collection Agent of any of its obligations
under this Agreement or any other Transaction Document or any other document
furnished pursuant hereto; (iii) such Assignee confirms that it has received
copies of this Agreement and the other Transaction Documents, together with such
other documents and information as it has deemed appropriate to make its own
analysis and decision to enter into such Assignment and Acceptance; (iv) such
Assignee will, independently and without reliance upon the Agent, any Managing
Agent, any of its Affiliates, the assigning Investor or any former Owner and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own decisions in taking or not taking action under
this Agreement and the other Transaction Documents and the other documents
furnished pursuant hereto; (v) such Assignee confirms that it is an Eligible
Assignee; (vi) such Assignee appoints and authorizes the Agent and its Managing
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement and the other Transaction Documents and the
other instruments and documents



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<PAGE>

furnished pursuant hereto as are delegated to the Agent or such Managing Agent
by the terms hereof and thereof, together with such powers and discretion as are
reasonably incidental thereto; (vii) such Assignee appoints as its agent the
Collection Agent from time to time designated pursuant to Section 6.01 to
enforce its respective rights and interests in and under the Pool Receivables
and the Related Security and Collections with respect thereto and the related
Contracts; (viii) such Assignee agrees that it will not institute against any
Investor or any former Investor any proceeding of the type referred to in clause
(i) of Section 7.01(g) so long as any promissory notes issued by any Investor or
any former Investor shall be outstanding or there shall not have elapsed one
year plus one day since the last day on which any such promissory notes shall
have been outstanding; and (ix) such Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as an Investor.

                  (c) The Agent shall maintain at its office referred to in
Section 11.02 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register (the "REGISTER") for the recordation of the name and
address of each Investor and the Purchase Limit of, and the amount of the
Capital of each Eligible Asset owned by, each Investor from time to time, which
shall be available for inspection by the Seller and the Managing Agents at any
reasonable time and from time to time upon reasonable prior notice. The entries
in such register shall be conclusive and binding for all purposes, absent
manifest error, and the Seller, the Managing Agents, the Collection Agent and
the Agent may treat each Person whose name is recorded in such register as an
Investor hereunder for all purposes of this Agreement.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by any assigning Investor and an Assignee representing that it is an Eligible
Assignee, the Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit B hereto, (i) accept such Assignment
and Acceptance and (ii) give prompt notice thereof to the Seller and the
Collection Agent.

                  (e) Each Investor may sell participations to one or more
Persons (other than the Seller or any of its Affiliates) in or to all or a
portion of its interest in any Eligible Asset under this Agreement (including,
without limitation, all or a portion of the Eligible Assets owing to it and the
Certificate); PROVIDED, HOWEVER, that (i) such Investor's obligations under this
Agreement (including, without limitation, its Purchase Limit hereunder) shall
remain unchanged, (ii) such Investor shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) such
Investor shall remain the holder of any Certificate for all purposes of this
Agreement, (iv) the Seller, the Agent and the other Investors shall continue to
deal solely and directly with such Investor in connection with such Investor's
rights and obligations under this Agreement and (v) no Participant under any
such participation shall have any right to approve any amendment or waiver of
any provision of this Agreement or any Certificate, or any consent to any
departure by the Seller therefrom, except to the extent that such amendment,
waiver or consent would reduce the Capital of, or Yield on, the Certificate or
any fees or other amounts payable hereunder, in each case to the extent subject
to such participation, or postpone any date fixed for any payment of Capital of,
or Yield on, the Certificate or any fees or other amounts hereunder, in each
case to the extent subject to such participation.



                                       58
<PAGE>

                  SECTION 9.03. ANNOTATION OF CERTIFICATES.

                  The Agent shall annotate the Certificate of any assigning
Investor to reflect any assignments made pursuant to Section 9.01 or 9.02 or
otherwise.


                                   ARTICLE X

                                 INDEMNIFICATION

                  SECTION 10.01. INDEMNITIES BY THE SELLER.

                  Without limiting any other rights which any Indemnified Party
may have hereunder or under applicable law, the Seller hereby agrees to
indemnify each Indemnified Party (without duplication in the case of the
participation by any Participant) from and against any and all damages, losses,
claims, liabilities and related costs and expenses, including reasonable
attorneys' fees and disbursements (all of the foregoing being collectively
referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them
arising out of or as a result of this Agreement or the use of proceeds of
Purchases or the ownership of Eligible Assets or in respect of any Receivable or
any Contract, EXCLUDING, HOWEVER, (a) Indemnified Amounts to the extent
resulting from gross negligence or willful misconduct on the part of such
Indemnified Party or (b) Indemnified Amounts resulting from recourse (except as
otherwise specifically provided in this Agreement) for uncollectible
Receivables. Without limiting or being limited by the foregoing, the Seller
shall pay on demand to each Indemnified Party any and all amounts necessary to
indemnify such Indemnified Party for Indemnified Amounts relating to or
resulting from:

                  (i) the creation of an undivided percentage ownership interest
         in any Receivable which is not at the date of the creation of such
         interest an Eligible Receivable or which thereafter ceases to be an
         Eligible Receivable;

                  (ii) reliance on any representation or warranty made by the
         Seller or any Originator (or any of its officers) under or in
         connection with this Agreement or any other Transaction Document or any
         Seller Report or any other information or report delivered by the
         Seller or any Originator pursuant hereto, which shall have been false
         or incorrect in any material respect when made or deemed made;

                  (iii) the failure by the Seller or any Originator to comply
         with any applicable law, rule or regulation with respect to any Pool
         Receivable or the related Contract, or the nonconformity of any Pool
         Receivable or the related Contract with any such applicable law, rule
         or regulation;

                  (iv) the failure to vest in the Owner of an Eligible Asset an
         undivided percentage ownership interest, to the extent of such Eligible
         Asset, in the Receivables in, or purporting to be in, the Receivables
         Pool and the Related Security and Collections in respect thereof, free
         and clear of any Adverse Claim; or the failure of the Seller to have
         obtained a first priority perfected ownership interest in the Pool
         Receivables and the Related Security and Collections with respect
         thereto transferred or purported to be transferred to the Seller under
         the Receivables Contribution and Sale Agreement, free and clear of any
         Adverse Claim;



                                       59
<PAGE>

                  (v) the failure of the Seller to file, or any delay by the
         Seller in filing, financing statements or other similar instruments or
         documents under the UCC of any applicable jurisdiction or other
         applicable laws with respect to any Receivables in, or purporting to be
         in, the Receivables Pool and the Related Security and Collections in
         respect thereof, whether at the time of any Purchase or reinvestment or
         at any subsequent time;

                  (vi) any dispute, claim, offset or defense (other than
         discharge in bankruptcy of the Obligor) of the Obligor to the payment
         of any Receivable in, or purporting to be in, the Receivables Pool
         (including, without limitation, a defense based on such Receivable or
         the related Contract not being a legal, valid and binding obligation of
         such Obligor enforceable against it in accordance with its terms), or
         any other claim resulting from the sale of the merchandise or services
         related to such Receivable or the furnishing or failure to furnish such
         merchandise or services;

                  (vii) any failure of the Seller or any Originator, so long as
         such Originator is Collection Agent, to perform its duties or
         obligations hereunder or under this Agreement or any other Transaction
         Document or to perform its duties or obligations under any Contract;

                  (viii) any products liability claim arising out of or in
         connection with merchandise, insurance or services which are the
         subject of any Contract; or

                  (ix) any investigation, litigation or proceeding related to
         this Agreement or any other Transaction Document or the use of proceeds
         of Purchases or the ownership of Eligible Assets or in respect of any
         Receivable or any Contract; or

                  (x) the commingling by the Seller of Collections of Pool
         Receivables at any time with other funds.

                  (xi) any action or omission by the Seller or any Originator,
         so long as such Originator is Collection Agent, reducing or impairing
         the rights of any Owner of a Receivable Interest under this Agreement,
         any other Transaction Document or any other instrument or document
         furnished pursuant hereto or thereto or with respect to any Pool
         Receivable;

                  (xii) any cancellation or modification of a Pool Receivable,
         the related Contract or any Related Security, whether by written
         agreement, verbal agreement, acquiescence or otherwise;

                  (xiii) any investigation, litigation or proceeding related to
         or arising from this Agreement, any other Transaction Document or any
         document furnished pursuant hereto or thereto, or any transaction
         contemplated by this Agreement or any Contract or the use of proceeds
         from any Purchase or reinvestment pursuant to this Agreement, or the
         ownership of, or other interest in, any Receivable, the related
         Contract or Related Security;

                  (xiv) the existence of any Adverse Claim against or with
         respect to any Pool Receivable, the related Contract or the Related
         Security or Collections with respect thereto;



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<PAGE>

                  (xv) any failure by the Seller to pay when due any taxes,
         including without limitation sales, excise or personal property taxes,
         payable by the Seller in connection with any Receivable or the related
         Contract or any Related Security with respect thereto;

                  (xvi) any claim brought by any Person other than an
         Indemnified Party arising from any activity by any Originator or any
         Affiliate of such Originator in servicing, administering or collecting
         any Pool Receivable; or

                  (xvii) to the extent not covered by the foregoing clauses, the
         occurrence and continuance of any Event of Termination other than an
         Event of Termination arising under Section 7.01(h).


                                   ARTICLE XI

                                  MISCELLANEOUS

                  SECTION 11.01. AMENDMENTS, ETC.

                  No amendment or waiver of any provision of this Agreement nor
consent to any departure by the Seller therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Agent and the
Managing Agents, and then such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

                  SECTION 11.02. NOTICES, ETC.

                  All notices and other communications provided for hereunder
shall, unless otherwise stated herein, be in writing and mailed or delivered, as
to each party hereto, to its address set forth under its name on the signature
pages hereof or at such other address as shall be designated by such party in a
written notice to the other parties hereto. Notices and communications shall be
effective when received, in each case addressed as aforesaid.

                  SECTION 11.03. NO WAIVER; REMEDIES.

                  No failure on the part of the Agent, any Managing Agent or an
Owner to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

                  SECTION 11.04. BINDING EFFECT; ASSIGNABILITY.

                  This Agreement shall become effective as of the Restatement
Effective Date when all the conditions set forth in Section 3.01 are satisfied
or waived, and thereafter shall be binding upon and inure to the benefit of the
Seller, the Collection Agent, each Owner, each Managing Agent and the Agent and
their respective successors and assigns, except that neither the Seller nor the
Collection Agent shall have the right to assign its rights or obligations
hereunder or any interest herein without the prior written consent of the
Managing Agents and the Agent. This Agreement shall create and constitute the
continuing obligation of the parties hereto in accordance with its terms, and
shall remain in full force and effect until such time, after the Facility
Termination Date for the



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<PAGE>

Eligible Assets, as all accrued Yield and Fees shall be paid and no Capital of
any Eligible Asset shall be outstanding; provided, however, that rights and
remedies with respect to the provisions of Sections 2.11, 10.01, 11.06, 11.07
and 11.08 shall be continuing and shall survive any termination of this
Agreement.

                  SECTION 11.05. GOVERNING LAW.

                  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT
PERFECTION OF THE INTERESTS OF THE OWNERS IN THE RECEIVABLES, OR REMEDIES
HEREUNDER, IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK.

                  SECTION 11.06. COSTS, EXPENSES AND TAXES.

                  (a) In addition to the rights of indemnification granted to
the Indemnified Parties under Article X hereof, the Seller agrees to pay on
demand all costs and expenses in connection with the preparation, execution,
delivery, administration, modification and amendment (including periodic
auditing) of this Agreement and the other Transaction Documents and the other
documents to be delivered hereunder, including, without limitation, the
reasonable fees and expenses of counsel for the Agent, each Managing Agent and
each Investor with respect thereto and with respect to advising the Agent, each
Managing Agent and as to their respective rights and remedies under this
Agreement and each other Transaction Document. The Seller further agrees to pay
on demand all costs and expenses, if any (including reasonable counsel fees and
expenses), of the Agent, each Managing Agent, each Owner and their respective
Affiliates, in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement, the Certificates, any other
Transaction Document and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent, each Managing Agent, each Owner and their respective Affiliates in
connection with the enforcement of rights under this Section 11.06(a). A
certificate as to the amount of such costs and expenses setting forth the basis
thereof in reasonable detail and submitted to the Seller shall be conclusive and
binding for all purposes, absent manifest error.

                  (b) In addition, the Seller shall pay any and all commissions
of placement agents and commercial paper dealers in respect of commercial paper
notes of each Investor issued to fund the Purchase or maintenance of any
Eligible Asset and any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and
recording of this Agreement, each other Transaction Document or the other
documents to be delivered hereunder, and agrees to indemnify the Agent, each
Managing Agent and each Investor and their respective Affiliates against any
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes and fees.

                  (c) In addition, the Seller shall pay on demand all other
costs, expenses and taxes (excluding income taxes) incurred by each Investor or
any general or limited partner of each Investor ("OTHER COSTS"), including,
without limitation, the cost of auditing each Investor's books by certified
public accountants, the cost of rating each Investor's commercial paper by
independent financial rating agencies, the taxes (excluding income taxes)
resulting from each Investor's operations, and the reasonable fees and
out-of-pocket expenses of counsel for each Investor or any counsel for any
general or limited partner of each Investor with respect to (i) advising such
Investor or such general



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<PAGE>

or limited partner as to its rights and remedies under this Agreement and each
other Transaction Document, (ii) the enforcement of this Agreement, each other
Transaction Document and the other documents to be delivered hereunder, or (iii)
advising such Investor or such general or limited partner as to matters relating
to such Investor's operations; PROVIDED, HOWEVER that, if any Investor enters
into agreements for the purchase of interests in receivables from one or more
other Persons ("OTHER SELLERS"), the Seller and such Other Sellers shall each be
liable for such Other Costs ratably in accordance with the usage under the
respective facilities of such Investor to purchase receivables or interests
therein from the Seller and each Other Seller; and PROVIDED FURTHER that if such
Other Costs are attributable to the Seller and not attributable to any Other
Seller, the Seller shall be solely liable for such Other Costs. A certificate as
to the amount of such costs and expenses setting forth the basis thereof in
reasonable detail and submitted to the Seller shall be conclusive and binding
for all purposes, absent manifest error.

                  SECTION 11.07. NO PROCEEDINGS.

                  (a) Each of the Seller, PolyOne, the Agent, each Managing
Agent, each Owner, each assignee of an Eligible Asset or any interest therein
and each entity which enters into a commitment to purchase Eligible Assets or
interests therein hereby agrees that it will not institute against any Investor
any proceeding of the type referred to in clause (i) of Section 7.01(g) so long
as any commercial paper issued by such Investor shall be outstanding or there
shall not have elapsed one year plus one day since the last day on which any
such commercial paper shall have been outstanding.

                  (b) Each of the parties hereto hereby agree that they will not
institute against the Seller any proceeding of the type referred to in clause
(i) of Section 7.01(g).

                  (c) Each of the Seller and PolyOne hereby agrees that, in
connection with the Transaction Documents and the transactions contemplated
thereby, none of the Indemnified Parties shall be liable to the Seller or
PolyOne except to the extent of such Indemnified Party's own gross negligence or
willful misconduct or have any liability for special, indirect, consequential or
punative damages arising out of or otherwise relating to the Transaction
Documents or any of the transactions contemplated by the Transaction Documents.

                  SECTION 11.08. CONFIDENTIALITY. (a) Except to the extent
otherwise required by applicable law, rule, regulation or judicial process, the
Seller agrees to maintain the confidentiality of this Agreement, the Receivables
Contribution and Sale Agreement, Consent and Agreement, the Fee Letter (and all
drafts thereof) and all non-public information delivered in connection herewith
in communications with third parties and otherwise; PROVIDED, HOWEVER, that the
Agreement, the Receivables Contribution and Sale Agreement, Consent and
Agreement, the Fee Letter and any such information may be disclosed to third
parties to the extent such disclosure is (i) limited in scope to the provisions
of Articles V, VII, X and, to the extent defined terms are used in Articles V,
VII and X, such terms defined in Article I of this Agreement and (ii) made
pursuant to a written agreement of confidentiality in form and substance
reasonably satisfactory to the Agent; PROVIDED FURTHER, HOWEVER, that the
Agreement, the Receivables Contribution and Sale Agreement, Consent and
Agreement and the Fee Letter may be disclosed to the Seller's legal counsel
pursuant to an agreement of the type referred to in clause (ii), above; and
PROVIDED FURTHER, HOWEVER, that the Seller shall have no obligation of
confidentiality in



                                       63
<PAGE>

respect of any information which may be generally available to the public or
becomes available to the public through no fault of the Seller.

                  (b) Each Owner understands that each of this Agreement, the
Receivables Contribution and Sale Agreement, Consent and Agreement and the Fee
Letter is a confidential document and no Owner will disclose it to any other
Person without the Agent's prior written consent other than (i) to such Owner's
Affiliates and their and their Affiliates' officers, directors, employees,
agents, counsel, auditors and advisors and then only on a confidential basis,
(ii) to actual or prospective Assignees and Participants, and then only if such
Assignee or Participant has agreed in writing to maintain such information on a
confidential basis, (iii) to rating agencies, (iv) as required by any law, rule
or regulation or judicial process or (v) as requested or required by any state,
federal or foreign authority or examiner regulating banks or banking.

                  (c) Neither the Agent, any Managing Agent, or any Owner shall
disclose any Confidential Information to any Person without the consent of the
Seller, other than (i) to the Agent's, such Managing Agent's or such Owner's
Affiliates and their and their Affiliates' officers, directors, employees,
agents, counsel, auditors and advisors and then only on a confidential basis,
(ii) to actual or prospective Assignees and Participants, and then only if such
Assignee or Participant has agreed in writing to maintain such Confidential
Information on a confidential basis, (iii) to rating agencies, (iv) as required
by any law, rule or regulation or judicial process and (v) as requested or
required by any state, federal or foreign authority or examiner regulating banks
or banking.

                  SECTION 11.09. JURISDICTION, ETC. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any of the other Transaction Documents to which it
is a party, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York State court or, to the extent permitted by law, in such Federal court.
Each of the parties hereto hereby agrees that service of process in any such
action or proceeding may be effected by mailing a summons and complaint to it at
its address specified in Section 11.02 by registered mail, return receipt
requested, or in any other manner permitted by applicable law. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or any of the other Transaction Documents
in the courts of any other jurisdiction.

                  (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any action
or proceeding arising out of or relating to this Agreement or any of the other
Transaction Documents to which it is a party in any New York State or Federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.



                                       64
<PAGE>

                  SECTION 11.10. GRANT OF A SECURITY INTEREST.

                  (a) The Seller hereby grants to the Agent for the benefit of
itself, the Owners and each other Indemnified Party from time to time, a
security interest in and to all of the Seller's right, title and interest in and
to of the Pool Receivables, the Related Security with respect thereto and the
Collections and all proceeds of any and all of the foregoing Collateral
(collectively the "COLLATERAL"); PROVIDED, HOWEVER, that it is understood and
agreed that (i) the Seller has sold, and will from time to time sell, to the
Agent for the account of the Investors, pursuant to Article II and the
Certificates, undivided percentage interests in the Pool Receivables from time
to time and constituting the Eligible Assets and (ii) the security interest
referred to in this subsection (a) is and shall be subject and subordinate to
the Eligible Assets from time to time.

                  (b) The security interest granted under this Section 11.10
secures the payment of all obligations of the Seller now or hereafter existing
from time to time under or in connection with this Agreement, the Fee Letter and
the other Transaction Documents, whether for Collections received or deemed to
have been received or otherwise payable by the Seller, interest, fees, costs,
expenses, indemnification or otherwise (all such obligations being the "SECURED
OBLIGATIONS").

                  (c) The Seller agrees that from time to time, at the expense
of the Seller, the Seller will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that the Agent may reasonably request, in order to perfect and
protect the assignment and security interest granted or purported to be granted
hereby or to enable the Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the
foregoing, the Seller will execute and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as may
be necessary or reasonably desirable, or as the Agent may reasonably request, in
order to perfect and preserve the assignment and security interest granted or
purported to be granted hereby. The Seller hereby authorizes the Agent to file
one or more financing or continuation statements, and amendments thereto,
relating to all or any part of the Collateral without the signature of the
Seller where permitted by law, and the Agent shall notify the Seller of each
such filing. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

                  (d) The Seller hereby irrevocably appoints the Agent as the
Seller's attorney-in-fact, with full authority in the place and stead of the
Seller and in the name of the Seller or otherwise, from time to time in the
Agent's discretion following the occurrence and during the continuance of an
Event of Investment Ineligibility, to take any action and to execute any
instrument which the Agent may deem necessary or advisable to accomplish the
purposes of the assignment, grant and security interest granted hereunder,
including, without limitation:

                  (i) to ask, demand, collect, sue for, recover, compromise,
         receive and give acquittance and receipts for moneys due and to become
         due under or in connection with the Collateral,

                  (ii) to receive, indorse and collect any drafts or other
         instruments, documents and chattel paper, if any, in connection
         therewith, and



                                       65
<PAGE>

                  (iii) to file any claims or take any action or institute any
         proceedings which the Agent may deem necessary or desirable for the
         collection of any of the Collateral or otherwise to enforce the rights
         of the Agent with respect to any of the Collateral.

                  (e) If the Seller fails to perform any agreement contained
herein, the Agent may itself perform, or cause performance of, such agreement,
and the expenses of the Agent incurred in connection therewith shall be payable
by the Seller under Section 11.06.

                  (f) The powers conferred on the Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Agent shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against any parties or any other rights
pertaining to any Collateral. The Agent shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its
possession if such Collateral is accorded treatment substantially equal to that
which it accords its own property.

                  (g) If any Event of Investment Ineligibility shall have
occurred and be continuing:

                  (i) The Agent may exercise any and all rights and remedies of
         the Seller in respect of the Collateral.

                  (ii) The Agent may exercise in respect of the Collateral, in
         addition to other rights and remedies provided for herein or otherwise
         available to it, all the rights and remedies of a secured party on
         default under the UCC in effect in the State of New York (whether or
         not such UCC applies to the affected Collateral).

                  (iii) All payments received by the Seller in respect of the
         Collateral shall be received in trust for the benefit of the Agent,
         shall (upon request by the Agent) be segregated from other funds of the
         Seller and shall be forthwith paid over to the Agent in the same form
         as so received (with any necessary indorsement).

                  (iv) All payments made in respect of the Collateral, and all
         cash proceeds in respect of any sale of, collection from, or other
         realization upon all or any part of the Collateral, received by the
         Agent may, in the discretion of the Agent, be held by the Agent as
         collateral for, and/or then or at any time thereafter applied (after
         payment of any amounts payable to the Agent pursuant to Section 11.06)
         in whole or in part by the Agent for the Owners or the applicable
         Indemnified Parties against, all or any part of the Secured Obligations
         in such order as the Agent shall elect. Any surplus of such payments or
         cash proceeds held by the Agent and remaining after payment in full of
         all the Secured Obligations shall be paid over to the Seller or to
         whomsoever may be lawfully entitled to receive such surplus.

                  (h) Anything herein to the contrary notwithstanding, (i) the
Seller shall remain liable under each Contract to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (ii) the exercise by the Agent of any of the rights hereunder shall
not release the Seller from any of its duties or obligations under any Contract
and (iii) neither the Agent nor any Investor nor any other Indemnified Party
shall have any obligation or liability



                                       66
<PAGE>

under any Contract by reason of this Section 11.10, nor shall the Agent or any
Investor or any other Indemnified Party be obligated to perform any of the
obligations or duties of the Seller thereunder.

                  SECTION 11.11. EXECUTION IN COUNTERPARTS. This Agreement may
be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall
constitute one and the same agreement. Delivery by telecopier of an executed
counterpart of a signature page to this Agreement shall be effective as delivery
of an original executed counterpart of this Agreement.

                  SECTION 11.12. INTENT OF THE PARTIES. It is the intention of
the parties hereto that each Purchase and reinvestment shall convey to the Agent
for the benefit of each Owner, to the extent of its Eligible Assets, an
undivided ownership interest in the Pool Receivables and the Related Security
and Collections in respect thereof and that such transaction shall constitute a
purchase and sale and not a secured loan for all purposes other than for federal
income tax purposes. If, notwithstanding such intention, the conveyance of the
Eligible Assets from the Seller to the Agent for the benefit of any Owner shall
ever be recharacterized as a secured loan and not a sale, it is the intention of
the parties hereto that this Agreement and the Certificate shall constitute a
security agreement under applicable law, and that the Seller shall be deemed to
have granted to the Agent for the benefit of such Owner, to the extent of such
Owner's Eligible Assets, a duly perfected first priority security interest in
and to all of the Seller's right, title and interest in and to the Pool
Receivables, whether now owned or hereafter acquired, and the Related Security
and Collections in respect thereof from time to time and all cash and non-cash
proceeds in respect thereof, free and clear of Adverse Claims. For such purpose,
the Seller hereby grants to the Agent for the benefit of each Owner, to the
extent of such Owner's Eligible Assets, a duly perfected first priority security
interest in all of the Seller's right, title and interest in and to the Pool
Receivables, whether now owned or hereafter acquired, and the Related Security
and Collections with respect thereto from time to time and all cash and non-cash
proceeds in respect thereof.

                  SECTION 11.13. ENTIRE AGREEMENT. This Agreement and the other
Transaction Documents contain a final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and
shall constitute the entire agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersede all prior agreements and
understandings, written or oral, relating to the subject matter hereof.

                  SECTION 11.14. SEVERABILITY OF PROVISIONS. Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

                  SECTION 11.15. WAIVER OF JURY TRIAL. Each of the parties
hereto irrevocably waives all right to trial by jury in any action, proceeding
or counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to this Agreement or any of the other Transaction Documents, the
Purchases or the actions of the Agent or any other Indemnified Party in the
negotiation, administration, performance or enforcement hereof or thereof.



                                       67
<PAGE>

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

                                            POLYONE FUNDING CORPORATION

                                            By: /s/ John Rastetter
                                               ---------------------------------
                                               Name: John Rastetter
                                               Title: President

                                            33587 Walker Road
                                            Avon Lake, Ohio  44012
                                            (Lorain County)
                                            Attention: Treasurer




                                            POLYONE CORPORATION

                                            By: /s/ John Rastetter
                                               ---------------------------------
                                               Name: John Rastetter
                                               Title: Treasurer

                                            33587 Walker Road
                                            Avon Lake, Ohio  44012
                                            (Lorain County)
                                            Attention: Treasurer




                                            CITICORP NORTH AMERICA, INC.,
                                              as Citicorp Agent and as Agent

                                            By: /s/ Junette M. Earl
                                               ---------------------------------
                                               Name: Junette M. Earl
                                               Title: Vice President

                                            450 Mamaroneck Avenue
                                            Harrison, New York  10528
                                            Attention:  Global Securitization
                                            Facsimile No.: (914) 899-7890
<PAGE>

                                            CORPORATE RECEIVABLES CORPORATION

                                            By: Citicorp North America, Inc.
                                                  as Attorney-in-Fact

                                            By: /s/ Junette M. Earl
                                               ---------------------------------
                                               Name: Junette M. Earl
                                               Title: Vice President

                                            450 Mamaroneck Avenue
                                            Harrison, New York  10528
                                            Attention:  CRC
                                            Facsimile No.: (914) 899-7890



                                            CIESCO, L.P.

                                            By: Citicorp North America, Inc.
                                                  as Attorney-in-Fact


                                            By: /s/ Junette M. Earl
                                               ---------------------------------
                                               Name: Junette M. Earl
                                               Title: Vice President

                                            450 Mamaroneck Avenue
                                            Harrison, New York  10528
                                            Attention:  Ciesco
                                            Facsimile No.: (914) 899-7890



                                       ii
<PAGE>

                                U.S. $250,000,000

                           FIFTH AMENDED AND RESTATED
                  TRADE RECEIVABLES PURCHASE AND SALE AGREEMENT

                           Dated as of April 10, 2002

                                      Among

                           POLYONE FUNDING CORPORATION

                                   AS SELLER,
                                   ----------

                               POLYONE CORPORATION

                              AS COLLECTION AGENT,
                              --------------------

                                  CIESCO, L.P.

                                       and

                       CORPORATE RECEIVABLES CORPORATION,

                                  AS INVESTORS
                                  ------------

                                       and

                          CITICORP NORTH AMERICA, INC.

                         AS MANAGING AGENT AND AS AGENT
                         ------------------------------
<PAGE>


                                TABLE OF CONTENTS

SECTION                                                                     PAGE

  PRELIMINARY STATEMENTS.......................................................1


                                    ARTICLE I

                                   DEFINITIONS

  SECTION 1.01. Certain Defined Terms..........................................2

  SECTION 1.02. Other Terms...................................................23

  SECTION 1.03. Computation of Time Periods...................................23

  SECTION 1.04. Accounting Terms..............................................23


                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE PURCHASES

  SECTION 2.01. Facility......................................................24

  SECTION 2.02. Making Purchases..............................................24

  SECTION 2.03. Termination of Facility or Reduction of the Purchase Limits...25

  SECTION 2.04. Eligible Asset................................................25

  SECTION 2.05. Non-Liquidation Settlement Procedures.........................25

  SECTION 2.06. Liquidation Settlement Procedures.............................26

  SECTION 2.07. General Settlement Procedures.................................27

  SECTION 2.08. Payments and Computations, Etc................................28

  SECTION 2.09. Dividing or Combining of Eligible Assets......................29

  SECTION 2.10. Fees and Payments.............................................29

  SECTION 2.11. Increased Costs...............................................30


                            ARTICLE III

           CONDITIONS OF EFFECTIVENESS AND OF PURCHASES



                                       i
<PAGE>

  SECTION 3.01. Conditions Precedent to Effectiveness.........................31

  SECTION 3.02. Conditions Precedent to All Purchases and Reinvestments.......33


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

  SECTION 4.01. Representations and Warranties of the Seller..................34

  SECTION 4.02. Representations and Warranties of the Collection Agent........37


                                    ARTICLE V

                                GENERAL COVENANTS

  SECTION 5.01. Affirmative Covenants of the Seller...........................39

  SECTION 5.02. Reporting Requirements of the Seller..........................42

  SECTION 5.03. Negative Covenants of the Seller..............................43

  SECTION 5.04. Affirmative Covenants of the Collection Agent.................45

  SECTION 5.05. Negative Covenants of the Collection Agent....................47


                                   ARTICLE VI

                          ADMINISTRATION AND COLLECTION

  SECTION 6.01. Designation of Collection Agent...............................47

  SECTION 6.02. Duties of Collection Agent....................................47

  SECTION 6.03. Rights of the Agent...........................................49

  SECTION 6.04. Responsibilities of the Seller................................49

  SECTION 6.05. Further Action Evidencing Purchases...........................50


                                   ARTICLE VII

                       EVENTS OF INVESTMENT INELIGIBILITY

  SECTION 7.01. Events of Investment Ineligibility............................50


                                  ARTICLE VIII

                        THE AGENT AND THE MANAGING AGENTS



                                       ii
<PAGE>

  SECTION 8.01. Authorization and Action......................................53

  SECTION 8.02. Agent's and Managing Agent's Reliance, Etc....................54

  SECTION 8.03. Agent and Managing Agents.....................................54

  SECTION 8.04. Investors' Purchase Decisions.................................54

  SECTION 8.05. Indemnification...............................................55

  SECTION 8.06. Successor Agent...............................................55


                                   ARTICLE IX

                          ASSIGNMENT OF ELIGIBLE ASSETS

  SECTION 9.01. Assignment....................................................56

  SECTION 9.02. Assignment of Rights and Obligations..........................57

  SECTION 9.03. Annotation of Certificates....................................59


                                    ARTICLE X

                                 INDEMNIFICATION

  SECTION 10.01. Indemnities by the Seller....................................59


                                   ARTICLE XI

                                  MISCELLANEOUS

  SECTION 11.01. Amendments, Etc..............................................61

  SECTION 11.02. Notices, Etc.................................................61

  SECTION 11.03. No Waiver; Remedies..........................................61

  SECTION 11.04. Binding Effect; Assignability................................61

  SECTION 11.05. GOVERNING LAW................................................62

  SECTION 11.06. Costs, Expenses and Taxes....................................62

  SECTION 11.07. No Proceedings...............................................63

  SECTION 11.08. Confidentiality..............................................63

  SECTION 11.09. Jurisdiction, Etc............................................64

  SECTION 11.10. Grant of a Security Interest.................................65


                                      iii
<PAGE>

  SECTION 11.11. Execution in Counterparts....................................67

  SECTION 11.12. Intent of the Parties........................................67

  SECTION 11.13. Entire Agreement.............................................67

  SECTION 11.14. Severability of Provisions...................................67

  SECTION 11.15. Waiver of Jury Trial.........................................67



                                       iv
<PAGE>

                                    SCHEDULES


SCHEDULE I      List of Lock-Box Banks and Lock-Box Accounts

SCHEDULE II     Description of Credit and Collection Policy

SCHEDULE III    Form of Contracts and Invoices

SCHEDULE IV     Chief Executive Offices and Organization Identification Numbers


                                    EXHIBITS

EXHIBIT A       Form of Assignment

EXHIBIT B       Form of Assignment and Acceptance

EXHIBIT C       Form of  Certificate

EXHIBIT D-1     Monthly Seller Report

EXHIBIT D-2     Weekly Seller Report

EXHIBIT D-3     Daily Seller Report

EXHIBIT E       Form of Lock-Box Agreement

EXHIBIT F       Form of Receivables Contribution and Sale Agreement

EXHIBIT G       form of Consent and Agreement

EXHIBIT H       Form of Parent Undertaking

EXHIBIT I-1     Form of Opinion of Thompson Hine LLP, Counsel to the Seller
                and the Originators

EXHIBIT I-2     Form of Opinion of Senior Corporate Counsel to the Seller and
                the Originators ("true sale" and non-substantive consolidation
                opinion)

EXHIBIT I-3     Form of Opinion of Counsel to the Seller and the Originators
                as to "true sale" and non-substantive consolidation



                                       v