Exhibit
10.3


 


Execution Copy


 


DATED
AS OF OCTOBER 16, 2009


 


HUNTSMAN
RECEIVABLES FINANCE LLC,

as the Company


 


HUNTSMAN
(EUROPE) BVBA,

as Master Servicer


 


THE
SEVERAL ENTITIES PARTY HERETO AS LENDERS,


 


THE
SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO AS FUNDING AGENTS,


 


BARCLAYS
BANK PLC,

as Administrative Agent


 


AND


 


BARCLAYS
BANK PLC,

as Collateral Agent


 






 


EUROPEAN RECEIVABLES LOAN AGREEMENT


 






 


 





 

















 


CONTENTS


 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.

  	
  THE FACILITY

  	
  6

  
	
   

  	
   

  	
   

  
	
  3.

  	
  BORROWING PROCEDURES

  	
  8

  
	
   

  	
   

  	
   

  
	
  4.

  	
  REPAYMENT; CHANGES TO COMMITMENTS; PREPAYMENT

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.

  	
  USE OF PROCEEDS

  	
  11

  
	
   

  	
   

  	
   

  
	
  6.

  	
  CONDITIONS OF BORROWINGS

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.

  	
  INTEREST

  	
  18

  
	
   

  	
   

  	
   

  
	
  8.

  	
  CHANGES TO THE CALCULATION OF INTEREST

  	
  19

  
	
   

  	
   

  	
   

  
	
  9.

  	
  ILLEGALITY

  	
  20

  
	
   

  	
   

  	
   

  
	
  10.

  	
  BREAKAGE COSTS

  	
  20

  
	
   

  	
   

  	
   

  
	
  11.

  	
  TAXES

  	
  21

  
	
   

  	
   

  	
   

  
	
  12.

  	
  CHANGE IN CIRCUMSTANCES

  	
  26

  
	
   

  	
   

  	
   

  
	
  13.

  	
  FEES

  	
  28

  
	
   

  	
   

  	
   

  
	
  14.

  	
  INDEMNIFICATION BY HUNTSMAN INTERNATIONAL AND THE COMPANY

  	
  28

  
	
   

  	
   

  	
   

  
	
  15.

  	
  SECURITY INTEREST

  	
  29

  
	
   

  	
   

  	
   

  
	
  16.

  	
  SERVICES OF MASTER SERVICER

  	
  30

  
	
   

  	
   

  	
   

  
	
  17.

  	
  APPLICATION OF FUNDS PRIOR TO FACILITY TERMINATION DATE

  	
  31

  
	
   

  	
   

  	
   

  
	
  18.

  	
  APPLICATION OF FUNDS AFTER FACILITY TERMINATION DATE

  	
  34

  
	
   

  	
   

  	
   

  
	
  19.

  	
  MASTER SERVICING FEES

  	
  35

  
	
   

  	
   

  	
   

  
	
  20.

  	
  REPORTS AND NOTICES

  	
  35

  
	
   

  	
   

  	
   

  
	
  21.

  	
  TERMINATION EVENTS

  	
  36

  
	
   

  	
   

  	
   

  
	
  22.

  	
  COLLATERAL AGENT’S RIGHTS AFTER THE FACILITY TERMINATION
  DATE

  	
  41

  
	
   

  	
   

  	
   

  
	
  23.

  	
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  	
  43

  



 


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  24.

  	
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO
  THE RECEIVABLES

  	
  48

  
	
   

  	
   

  	
   

  
	
  25.

  	
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE MASTER
  SERVICER AND THE CONTRIBUTOR

  	
  49

  
	
   

  	
   

  	
   

  
	
  26.

  	
  COVENANTS

  	
  50

  
	
   

  	
   

  	
   

  
	
  27.

  	
  ADDITION OF APPROVED CURRENCY, APPROVED ORIGINATOR AND
  APPROVED OBLIGOR COUNTRY; APPROVED ACQUIRED LINE OF BUSINESS RECEIVABLES

  	
  64

  
	
   

  	
   

  	
   

  
	
  28.

  	
  REMOVAL AND WITHDRAWAL OF ORIGINATORS AND APPROVED
  ORIGINATORS

  	
  68

  
	
   

  	
   

  	
   

  
	
  29.

  	
  ADJUSTMENT PAYMENT FOR INELIGIBLE RECEIVABLES

  	
  70

  
	
   

  	
   

  	
   

  
	
  30.

  	
  OBLIGATIONS UNAFFECTED

  	
  71

  
	
   

  	
   

  	
   

  
	
  31.

  	
  RESERVED

  	
  71

  
	
   

  	
   

  	
   

  
	
  32.

  	
  ROLE OF THE COLLATERAL AGENT

  	
  71

  
	
   

  	
   

  	
   

  
	
  33.

  	
  ROLE OF EACH FUNDING AGENT

  	
  77

  
	
   

  	
   

  	
   

  
	
  34.

  	
  ROLE OF THE ADMINISTRATIVE AGENT

  	
  81

  
	
   

  	
   

  	
   

  
	
  35.

  	
  PAYMENTS AND COMPUTATIONS, ETC.

  	
  86

  
	
   

  	
   

  	
   

  
	
  36.

  	
  MISCELLANEOUS

  	
  88

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1 COMMITMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 FORM OF BORROWING REQUEST

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3 DEFINITIONS

  	
  107

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4 FORM OF NOTICE OF PREPAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5 FORM OF COMMITMENT TRANSFER AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6 COLLECTION ACCOUNTS AND COMPANY CONCENTRATION
  ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7 LOCATION OF RECORDS OF THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 8 RECEIVABLES SPECIFICATION AND EXCEPTION SCHEDULE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 9 FORM OF ANNUAL OPINION OF COUNSEL

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 10 FORM OF ADMINISTRATIVE QUESTIONNAIRE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 11 FORM OF CONFIDENTIALITY
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  



 


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  SCHEDULE 12 FORM OF DAILY REPORT

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 13 FORM OF MONTHLY SETTLEMENT REPORT

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 14  FORM OF ORIGINATOR
  DAILY REPORT

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 15 MATERIAL
  AGREEMENTS

  	
   

  



 


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THIS EUROPEAN RECEIVABLES LOAN AGREEMENT (this “Agreement”),
is entered into as of October 16, 2009


 


BETWEEN:


 


(1)           HUNTSMAN RECEIVABLES FINANCE LLC, a Delaware
limited liability company and having its registered office at c/o The
Corporation Trust Company, 1209 Orange Street, City of Wilmington, Delaware,
United States of America, as the Company;


 


(2)           HUNTSMAN (EUROPE) BVBA as the Master
Servicer;


 


(3)           THE SEVERAL ENTITIES PARTY HERETO as Lenders;


 


(4)           THE SEVERAL FINANCIAL
INSTITUTIONS PARTY HERETO as Funding Agents;


 


(5)           BARCLAYS BANK PLC, as
Administrative Agent; and


 


(6)           BARCLAYS BANK PLC, as the
Collateral Agent.


 


WHEREAS:


 


A.            Huntsman International LLC, as
buyer, and Tioxide Europe Limited and Huntsman Surface Sciences UK Ltd. (each,
a “UK Originator” and together, the “UK Originators”) entered into the UK Receivables Purchase
Agreement dated the Signing Date relating to the sale of certain Receivables
originated by the UK Originators.


 


B.            Huntsman International LLC, as
buyer, the Master Servicer and Huntsman Holland B.V. (the “Dutch
Originator”) entered into the Dutch Receivables Purchase Agreement
dated the Signing Date relating to the sale of certain Receivables originated
by the Dutch Originator.


 


C.            Huntsman International LLC, as
buyer, the Master Servicer and Huntsman Advanced Materials (Europe) BVBA (the “Belgian Originator”) entered into the Belgian Receivables
Purchase Agreement dated the Signing Date relating to the sale of certain
Receivables originated by the Belgian Originator.


 


D.            Huntsman International LLC, as
buyer, the Master Servicer and Tioxide Europe S.L. and Huntsman Performance
Products Spain S.L. (each, a “Spanish Originator”
and together, the “Spanish Originators”)
entered into the Spanish Receivables Purchase Agreement dated the Signing Date
relating to the sale of certain Receivables originated by the Spanish
Originators.


 


E.             The Company, as buyer, the
Master Servicer and Tioxide Europe S.A.S. and Huntsman Surface Sciences
(France) S.A.S. (each, a “French Originator”
and together, the “French Originators”)
entered into the French Receivables Purchase Agreement dated the Signing Date
relating to the sale of certain Receivables originated by the French
Originators.


 

















 


F.             Huntsman Italian Receivables
Finance S.r.l., as buyer, the Master Servicer, Tioxide Europe S.r.l., Huntsman
Surface Sciences Italia S.r.l. and Huntsman Patrica S.r.l (each, an “Italian Originator” and together, the “Italian
Originators”) entered into the Italian Receivables Purchase
Agreement dated the Signing Date relating to the sale of certain Receivables
originated by the Italian Originators.


 


G.            Huntsman International LLC, as
buyer, Huntsman Italian Receivables Finance S.r.l., as onward seller, and the
Master Servicer entered into the Italian Onward Sale Agreement dated the
Signing Date relating to the sale of certain Receivables originated by the
Italian Originators and sold to Huntsman Italian Receivables Finance S.r.l.
pursuant to the Italian Receivables Purchase Agreement.


 


H.            The Company and Huntsman
International LLC, as contributor, entered into the European Contribution
Agreement dated as of the Signing Date pursuant to which Huntsman International
LLC (the “Contributor”) agreed to contribute,
from time to time certain Receivables it has purchased or may purchase from the
European Originators (other than the French Originators).


 


I.              The Company, the Master
Servicer, the Liquidation Servicer, the Local Servicers party thereto, the
Administrative Agent and the Collateral Agent entered into the European
Servicing Agreement dated as of the Signing Date pursuant to which, among other
things, the Master Servicer appointed each of the European Originators as a
local servicer (in such capacity, a “Local Servicer”)
for certain Receivables contributed to the Company.


 


J.             To fund its acquisitions of
Receivables, the Company may from time to time request Loans from the Lenders
on the terms and conditions of this Agreement.


 


K.            Each Lender has agreed that it
shall make Loans in any Approved Currency so requested from time to time.


 


IT IS AGREED:


 


PART 1 INTERPRETATION


 


1.             DEFINITIONS AND INTERPRETATION


 


1.1           Definitions


 


(a)           Capitalized terms used herein shall unless otherwise
defined or referenced herein, have the meanings assigned to such terms in Schedule 3.


 


(b)           All terms defined or incorporated by reference in this
Agreement shall have such defined meanings when used in any certificate or
other document made or delivered pursuant hereto unless otherwise defined
therein.


 


1.2           Interpretation


 


(a)           The definitions contained herein or incorporated by
reference herein are applicable to the singular as well as the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders
of such terms.


 


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(b)           In this Agreement, unless indicated otherwise,
references (in any manner, including generally, specifically, by name, by
capacity, by role or otherwise) to a person include any individual, firm,
partnership, body corporate, unincorporated association, government, state or
agency of a state, local or municipal authority or government body, trust,
foundation, joint venture or association (in each case whether or not having
separate legal personality).


 


1.3           Components of documents


 


(a)           Any reference herein to a Schedule, Exhibit or
Appendix to this Agreement shall be deemed to be a reference to such Schedule, Exhibit or
Appendix as it may be amended, modified or from time to time to the extent that
such Schedule, Exhibit or Appendix may be amended, modified or
supplemented (or any term or provision of any Transaction Document may be
amended that would have the effect of amending, modifying or supplementing
information contained in such Schedule, Exhibit or Appendix) in compliance
with the terms of the Transaction Documents.


 


(b)           Section, Part, Schedule, Exhibit and
Appendix references contained in this Agreement are references to Sections,
Parts, Schedules, Exhibits and Appendices in or to this Agreement unless
otherwise specified.


 


1.4           Document References Provision


 


References to this Agreement or to any other Transaction Document or
any other document or agreement in this Agreement shall be deemed to be
references to any such document or agreement as amended, restated, supplemented
or otherwise modified from time to time.


 


1.5           Statutory References Provision


 


In this Agreement, unless indicated otherwise a reference to provision
of the Bankruptcy Code, Code, ERISA, 1940 Act or the UCC or any other statutory
provision or legislative enactment is to that provision or enactment as amended
or re-enacted and includes any amendments made to that provision that are in
force at that date, any statutory provision of which it is a re-enactment or
consolidation and any order, instrument or regulation made or issued under it.


 


1.6           GAAP References Provision


 


As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined herein or
incorporated by reference herein, and accounting terms partly defined herein or
incorporated by reference herein to the extent not defined, shall have the
respective meanings given to them under GAAP. To the extent that the
definitions of accounting terms herein or incorporated by reference herein are
inconsistent with the meanings of such terms under GAAP, the definitions
contained herein or incorporated by reference herein shall control.


 


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1.7           Inclusion of specific examples does not limit
generality; meaning of certain words


 


In this Agreement, unless indicated otherwise:


 


(a)           the words “include”, “includes” or “including” shall be interpreted as followed, in each case,
by the phrase “without limitation”.


 


(b)           general words introduced by
the word “other” are not to be given a
restrictive meaning by reason of the fact that they are preceded by words
indicating a particular class of acts, matters or things, and


 


(c)           general words are not to be
given a restrictive meaning by reason of the fact that they are followed by
particular examples intended to be embraced by the general words.


 


(d)           the words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement.


 


(e)           any reference in this
Agreement to any representation, warranty or covenant “deemed”
to have been made is intended to encompass only representations, warranties or
covenants that are expressly stated to be repeated on or as of dates following
the execution and delivery of this Agreement, and no such reference shall be
interpreted as a reference to any implicit, inferred, tacit or otherwise
unexpressed representation, warranty or covenant.


 


1.8           References to a day and time; computation of time
period


 


(a)           In this Agreement, unless
indicated otherwise, a reference to a “day” means a period of 24 hours running
from midnight to midnight and a reference to a time of day is to London time.


 


(b)           In this Agreement, unless
otherwise stated, in the computation of a period of time from a specified date
to a later specified date, the word “from” means “from
and including”, the words “to” and “until” each mean “to but excluding”, and the word “within”
means “from and excluding a specified date and to and including a later
specified date”.


 


1.9           Headings do not affect interpretation


 


In this Agreement headings are for convenience only and shall not
affect the interpretation of this Agreement.


 


1.10         Successors etc. of persons


 


In this Agreement, unless indicated otherwise, a reference (in any
manner, including generally, specifically, by name, by capacity, by role or
otherwise) to a person shall include references to:


 


(a)           his permitted successors,
transferees and assigns and any person deriving title under or through him,
whether in security or otherwise, and


 


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(b)           any person into which such person
may be merged or consolidated, or any company resulting from any merger,
conversion or consolidation or any person succeeding to substantially all of
the business of that person.


 


1.11         Continuing


 


In this Agreement, unless indicated otherwise, references to the term “continuing”, in respect of any Facility Event shall be
construed as a reference to the relevant event which has not been remedied or
waived.


 


1.12         Calculations


 


(a)           All calculations under this Agreement shall be in
Euros so that for purposes of calculating or determining any Aggregate
Principal Balance, any Principal Balance of Loans, the Aggregate Receivables
Amount, the Target Receivables Amount, the Maximum Available Borrowing and the
Percentage Factor and any term or amount incorporated into any of the foregoing
definitions or calculations, amounts denominated in a currency other than Euros
shall be converted on a pro forma basis
into Euros at the Spot Rate as in effect on the date of the relevant
calculation or determination.


 


(b)           Calculations relating to the Dilution Ratio, Aged
Receivables Ratio, Delinquency Ratio or Required Reserves Ratio (or any
calculation derived from such ratios or from which such ratios are derived)
shall be determined on the basis of Historical Receivables Information in
relation to an Additional Originator or Acquired Line of Business for any
periods prior to the date on which the relevant Originator became an Additional
Originator or the date on which the relevant Acquired Line of Business became
an Approved Acquired Line of Business (as applicable).


 


1.13         Other provisions


 


In this Agreement, notwithstanding any of the other
provisions of this Agreement or any of the Transaction Documents:


 


(a)           all references to the Company
having an interest in Receivables or Collections shall be construed as
references to the Company being the sole beneficial owner of such Receivables
and Collections, subject only to the security interest granted by the Company
under the terms of this Agreement and any other Security Document;


 


(b)           all references to the
Collateral Agent or the Secured Parties having any entitlement to or interest
in any Receivables or Collections shall be construed as references to their
having a security interest as provided for in this Agreement and any other Security
Document and all references to their having a right to receive Collections or
to Collections being received or held for their benefit shall be construed as
references to their having a right to receive amounts calculated by reference
to Collections pursuant to this Agreement and the other Transaction Documents
and to such amounts being received or held for their benefit;


 


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(c)           all references to the Company
purchasing any interest in Receivables or Collections from the Collateral Agent
including any such references contained in Section 29 shall
be construed as references to the Company discharging all or part (as
appropriate) of its obligations in respect of the security granted by it in
respect of such Receivables and Collections and thereby procuring a
corresponding release, to the same extent, of any related security interest
granted by it in respect of such Receivables and Collections;


 


(d)           any (a) requirement on
the Company to deal or not to deal with Receivables or Collections in any
particular way and any restrictions on the exercise by the Company of any of
its continuing rights of beneficial ownership in respect of the Receivables and
Collections and (b) authority given by the Company to the Collateral Agent
in relation to any Collection Account and any Company Concentration Account
shall be taken as forming part of the security interest granted to the
Collateral Agent hereunder for the benefit of the Secured Parties and shall
subsist only for so long as the Secured Obligations remain outstanding and
until the same is fully discharged;


 


(e)           all references to Receivables “acquired
by the Company” or “contributed to the Company” shall be deemed to include
Receivables contributed, sold or otherwise transferred by Huntsman
International to the Company and Receivables subrogated, sold or otherwise
transferred directly from an Originator or other entity to the Company; and


 


(f)            all provisions applicable to
Receivables contributed to the Company by Huntsman International shall be
deemed to be equally applicable to Receivables subrogated, sold or otherwise
transferred from an Originator or other entity to the Company.


 


PART 2 THE FACILITY


 


2.             THE FACILITY


 


2.1           Facility


 


Subject to the terms of this Agreement, each Lender agrees to make
available to the Company a committed multicurrency revolving loan facility in
an amount not exceeding its Commitment. 
On the Signing Date the Aggregate Commitment equals €225,000,000.


 


2.2           The Loans


 


(a)           On the terms and subject to
the conditions hereof, on the Closing Date and thereafter from time to time
prior to the Facility Termination Date each Lender shall make Loans to the
Company in an amount equal to its Pro Rata Share of each Loan requested.


 


(b)           Subject to the foregoing and
to the limitations set forth herein, the Company may borrow, repay and reborrow
the Loans hereunder.


 


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2.3           Amount and currency of Loans


 


(a)           Each borrowing of Loans
hereunder (each a “Borrowing”)
shall comprise of a maximum of three (3) Loans, each in a different
Approved Currency.


 


(b)           Each Borrowing shall be in a
minimum principal amount equal to such amount as will ensure that:


 


(i)            the aggregate amount advanced
(in Euro and the Euro Equivalent) by the Lenders in respect of such Borrowing
would not be less than (in the case of the initial Borrowing) €10,000,000 and
(thereafter) €1,000,000 (provided that
such subsequent minimum amount will not apply to the extent that at the time of
any Borrowing hereunder the aggregate amount available (in Euro and/or the Euro
Equivalent) to be drawn from the Lenders as provided in this Agreement is less
than such minimum amount at such time); and


 


(ii)           in respect of each Loan, the
amount advanced by the Lenders would be an integral multiple of €1,000 in
respect of a Loan in Euro, $1,000 in respect of a Loan in U.S. Dollars and
£1,000 in respect of a Loan in Sterling.


 


(c)           The amount of a Borrowing
(being the aggregate of (i) any Loan in Euro and (ii) the Euro
Equivalent of each Loan in a Local Currency) made on any Borrowing Date plus the Principal Balance of all other Loans which will be
outstanding on such Borrowing Date shall be less than or equal to the then
applicable Maximum Available Borrowing.


 


(d)           Each Loan made by the Lenders
hereunder shall be denominated in an Approved Currency.


 


(e)           The amount of each Loan made
by the Lenders hereunder on a Borrowing Date in:


 


(i)            U.S. dollars plus the Principal Balance of all other Loans denominated in
such currency which will be outstanding on such Borrowing Date, shall be less
than or equal to the Maximum Available Borrowing (Dollars) on such Borrowing
Date;


 


(ii)           Euro plus
the Principal Balance of all other Loans denominated in such currency which
will be outstanding on such Borrowing Date, shall be less than or equal to the
Maximum Available Borrowing (Euro) on such Borrowing Date; and


 


(iii)          Sterling plus
the Principal Balance of all other Loans denominated in such currency which
will be outstanding on such Borrowing Date, shall be less than or equal to the
Maximum Available Borrowing (Sterling) on such Borrowing Date.


 


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3.             BORROWING PROCEDURES


 


3.1           Borrowing Request


 


(a)           The Company shall request a
Borrowing hereunder by submitting to the Administrative Agent and each Funding
Agent (on behalf of the Lenders) a written notice, substantially in the form of
Schedule 2 (each, a “Borrowing Request”) no later than 11:00 a.m. (London
time) on the second (2nd) Funding Business Day prior to the date of the
proposed Borrowing (each, a “Borrowing Date”).
Promptly after its receipt thereof, each Funding Agent shall submit a copy of
each Borrowing Request to the Lender in its Lender Group.


 


(b)           Each Borrowing Request shall:


 


(i)            specify the desired amounts
and Approved Currencies for the requested Loans;


 


(ii)           specify the desired Borrowing
Date (which shall be a Business Day prior to the Facility Termination Date; provided that there shall not be more than two (2) Borrowing
Dates per calendar week, subject to a maximum of five (5) Borrowings per
calendar month);


 


(iii)          certify that, after giving
effect to the proposed Borrowing, the Maximum Available Borrowing will not be
exceeded on such Borrowing Date; and


 


(iv)          certify that, after giving
effect to the proposed Borrowing, none of the Maximum Available Borrowing
(Dollars), Maximum Available Borrowing (Euro) and the Maximum Available
Borrowing (Sterling) will be exceeded on such Borrowing Date.


 


(c)           Only one Borrowing (comprising
a maximum of three (3) Loans, each in a different Approved Currency) may
be requested in each Borrowing Request.


 


(d)           Only one Borrowing Request
shall be delivered in respect of each Borrowing Date.


 


(e)           Each Borrowing Request shall
be irrevocable and binding on the Company.


 


(f)            Borrowings shall be made
subject to the satisfaction of the requirements set forth in Section 6.2.


 


3.2           Lenders’ Commitment


 


(a)           Each Loan requested by, or on
behalf of, the Company in a Borrowing Request shall be made by the Lenders in
accordance with their Pro Rata Share of such Loan.


 


(b)           The obligations of any Lender
to make Loans hereunder are several from the obligations of any other Lenders.
The failure of any Lender to make Loans hereunder shall not release the
obligations of any other Lender to make Loans 


 


8

















 


hereunder, but no Lender shall be responsible for the failure of any
other Lender to make any Loan hereunder.


 


(c)           Notwithstanding anything
herein to the contrary, a Lender shall not be obligated to fund any Loan:


 


(i)            at any time on or after the
Facility Termination Date;


 


(ii)           at any time a Facility Event
has occurred and is continuing or would arise as a consequence of making such
Loan; or


 


(iii)          if such Lender’s Pro Rata
Share of such Loan would exceed such Lender’s Available Commitment.


 


3.3           Disbursement of Funds


 


(a)           On each Borrowing Date, each
Lender shall remit an amount equal to its Pro Rata Share of the Loans requested
by the Company, as determined above, to the account of the Administrative Agent
in immediately available funds.


 


(b)           Upon receipt of such funds,
the Administrative Agent shall remit such funds to such account(s) as may
be specified by the Company in the relevant Borrowing Request (or as otherwise
agreed) in immediately available funds.


 


4.             REPAYMENT; CHANGES TO COMMITMENTS;
PREPAYMENT


 


4.1           Repayment of Loans


 


(a)           The Company shall repay the
outstanding principal amount of each Loan on the Maturity Date.


 


(b)           If all or part of an existing
Loan made to the Company is to be repaid from the proceeds of all or part of a
new Loan to be made to the Company, then, provided such Loans are in the same
Approved Currency, the amount to be repaid by the Company shall be set off
against the amount to be advanced by the Lenders in relation to the new Loan
and the party or parties to whom the smaller amount is to be paid shall pay to
the other party or parties a sum equal to the difference between the two
amounts.


 


4.2           Payment and Prepayment of Loans


 


Prior
to the repayment of the outstanding principal amount of the Loans pursuant to Section 4.1 above, the Company shall:


 


(a)           immediately upon any
acceleration of the Loans pursuant to Section 21.4,
repay the amount of the Loans to the extent so accelerated;


 


(b)           if on any date the Percentage
Factor exceeds 100%, as determined by reference to the most recent Daily Report
delivered under the Servicing Agreement, make a prepayment of the Loans on the
next Business Day, in an amount sufficient to cause the Percentage Factor to be
less than or equal to 100%, as determined by reference to such Daily Report; provided that no 


 


9

















 


such prepayment shall be required if (i) the amount by which the
Aggregate Receivables Amount falls short of the Target Receivables Amount is
less than the Exchange Rate Protection Amount at such time and (ii) such
deficiency is attributable to fluctuations in currency exchange rates arising
between the delivery of the two most recently delivered Daily Reports;


 


(c)           if on any date the Aggregate
Principal Balance of the Loans exceeds the Aggregate Commitment, make a
prepayment of the Loans on the next Business Day in an amount sufficient to
cause the Aggregate Principal Balance to be less than or equal to the Aggregate
Commitment such prepayment to be made solely out of Collections available for
such purpose pursuant to Section 17
or 18, as applicable; and


 


(d)           from and after the Facility
Termination Date, repay the Loans out of Collections available for such purpose
pursuant to Section 18.


 


The Company may, at its
option, prepay on any Business Day all or any portion of the Loans upon prior
written notice delivered to the Administrative Agent and each Funding Agent not
later than 1:00 p.m. (London time) three (3) Funding Business Days
prior to the date of such payment.  Each
such notice shall be in the form attached as Schedule 4
and shall (i) specify the aggregate amount and Approved Currency of the
prepayment to be made on the Loans to which such prepayment is to be applied
and (ii) specify the Business Day on which the Company will make such
prepayment.  Each such prepayment shall
be made ratably among the Lenders based on the aggregate outstanding Principal
Balance of the Loans held by each. Each prepayment of the Loans (whether
optional or mandatory) must be accompanied by a payment of all accrued and
unpaid Interest on the amount prepaid and any other amounts (including amounts
payable under Section 10) due hereunder in
respect of such prepayment.  In the event
that derecognition of assets under U.S. GAAP is sought by Huntsman
International, no optional prepayment shall be made by the Company hereunder
except out of Collections.


 


4.3           Reductions of the Commitments


 


(a)           With effect on any Settlement
Date, the Company (or the Master Servicer on behalf of the Company) may, from
time to time upon at least three (3) Funding Business Days prior written
notice to the Administrative Agent and each Funding Agent, elect to reduce the
Aggregate Commitment (in whole or in part) in an amount equal to €5,000,000 or
a whole multiple of €1,000,000 in excess thereof,  provided that the Commitment of no
Lender may be reduced below €5,000,000 unless the Aggregate Commitment is
reduced to €0; provided  further
that after giving effect to any such reduction and any principal payments on
the date on which the reduction is to take effect, the Aggregate Principal
Balance shall not exceed the Aggregate Commitment.


 


(b)           Once the Aggregate Commitment
is reduced pursuant to this Section 4.3
it may not subsequently be reinstated without the prior written consent of each
Lender.


 


10

















 


(c)           Any reduction of the Aggregate
Commitment pursuant to this Section 4.3 shall be applied to the
reduction of each Lender’s Commitment in accordance with each Lender’s Pro Rata
Share.


 


5.             USE OF PROCEEDS


 


5.1           Purpose of Loans


 


The
Company shall use the proceeds of the Loans only in or towards:


 


(a)           paying the Purchase Price for
Receivables, in each case, pursuant to and in accordance with the terms of the
French Receivables Purchase Agreement; provided, that,
notwithstanding anything herein or in any other Transaction Document to the
contrary, the Company shall not use all or any portion of the proceeds of any
Loan to pay the Purchase Price for any Receivable that was originated by any
Originator with respect to which an Originator Termination Event has occurred
and is continuing;


 


(b)           paying dividends to Huntsman
International LLC, in each case, pursuant to and in accordance with Section 2.02 of the Contribution Agreement and Section 26.3(l), in an amount up to the outstanding
Contribution Value of the Contributed Receivables and other Receivables Assets
related thereto, as identified under the distributable assets ledger maintained
by the Master Servicer under the terms of the Contribution Agreement; provided, that, notwithstanding anything herein or in any
other Transaction Document to the contrary, the Company shall not use all or
any portion of the proceeds of any Loan to pay a dividend with respect to
outstanding Contribution Value for any Receivable that was originated by any
Originator with respect to which an Originator Termination Event has occurred
and is continuing; and


 


(c)           refinancing maturing Loans.


 


5.2           Monitoring


 


No Lender nor the
Administrative Agent nor any Funding Agent is bound to monitor or verify the application
of any amount borrowed under this Agreement.


 


6.             CONDITIONS OF BORROWINGS


 


6.1           Conditions Precedent to Initial Borrowing


 


The
effectiveness of the Commitments and the initial Borrowing under this Agreement
is subject to the satisfaction of the following conditions precedent on or
prior to October 22, 2009:


 


(a)           Transaction Documents. The
Administrative Agent, the Collateral Agent and each Funding Agent shall have
received an original copy for itself and for each Lender each executed and
delivered in form and substance satisfactory to the Administrative Agent and
each Funding Agent, of:


 


(i)            this Agreement executed by a
duly authorized officer or authorized representative of each of the Company,
the Master Servicer, the 


 


11

















 


Collateral Agent, the Administrative Agent, each Funding Agent, the
Lenders (as to which each party shall receive an original counterpart); and


 


(ii)           the other Transaction
Documents to be executed and delivered in connection with the execution and
delivery of this Agreement, including all documents and conditions precedent to
the Origination Agreements.


 


(b)           Corporate Documents; Corporate
Proceedings of the Company, each Originator and the Master Servicer. The
Administrative Agent, the Collateral Agent and each Funding Agent shall have
received, with a copy for each Lender, from the Company, Huntsman
International, the Master Servicer and each Originator, complete copies of:


 


(i)            a copy of the Certificate of
Formation or incorporation, or its equivalent, including all amendments
thereto, of such Person, certified as of a recent date (and in no event more
than 30 days prior to the Signing Date) by the Secretary of State, if
applicable, or other appropriate authority of the jurisdiction of
incorporation, as the case may be, and a certificate of compliance, of status
or of good standing (or other similar certificate, if any), as and to the
extent applicable, of each such Person as of a recent date, from the Secretary
of State or other appropriate authority of such jurisdiction;


 


(ii)           a certificate of a Responsible
Officer of such Person dated the Initial Borrowing Date and certifying (A) that
attached thereto is a true and complete copy of the constituent documents of
such Person in effect as of the Initial Borrowing Date, (B) that attached
thereto is a true and complete copy of duly adopted resolutions (or, if
applicable unanimous consents), of the Board or managing members or general
partners of such Person or committees thereof authorizing the execution,
delivery and performance of the transactions contemplated by the Transaction
Documents, and that such resolutions have not been amended, modified, revoked
or rescinded and are in full force and effect on the Initial Borrowing Date, (C) that
the certificate of incorporation or formation of such Person has not been
amended since the last amendment thereto shown on the certificate of the
Secretary of State or other appropriate authority of the jurisdiction of
incorporation or formation of such Person furnished pursuant to clause (i) above and (D) as to the incumbency and
specimen signature of each director, officer or manager executing any
Transaction Document to which such Person is a party or any other document
delivered in connection herewith or therewith on behalf of such Person; and


 


(iii)          a certificate of another
Responsible Officer as to the incumbency and specimen signature of the
Responsible Officer executing the certificate pursuant to clause (ii) above.


 


(c)           Good Standing Certificates. The
Administrative Agent, the Collateral Agent and each Funding Agent shall have
received copies of certificates of 


 


12

















 


compliance, of status or of good standing (or similar certificate, if
any), dated as of a recent date from the Secretary of State or other
appropriate authority of such jurisdiction (and in no event more than 30 days
prior to the Signing Date), with respect to the Company, Huntsman
International, the Master Servicer and each Originator in each jurisdiction
where the ownership, lease or operation of property or the conduct of business
requires it to qualify as a foreign corporation, except where the failure to so
qualify would not reasonably be expected to have a material adverse effect on
the business, operations, properties or condition (financial or otherwise) of
such Person.


 


(d)           Consents, Licenses, Approvals,
Etc. The Administrative Agent, the Collateral Agent, and each Funding Agent
shall have received, with a photocopy (which may be provided in CD-ROM or other
electronic image media or format) for each Lender, certificates dated the
Initial Borrowing Date of a Responsible Officer of the Company, Huntsman
International, each Originator and the Master Servicer either:


 


(i)            attaching copies of all
material consents, licenses, approvals, registrations or filings required in
connection with the execution, delivery and performance by such Person of this
Agreement, the Origination Agreements and/or the Servicing Agreement, as the
case may be, and the validity and enforceability of this Agreement, the
Origination Agreements, and/or the Servicing Agreement against such Person and
such consents, licenses and approvals shall be in full force and effect; or


 


(ii)           stating that no such consents,
licenses, approvals registrations or filings are so required, except for those
that may be required under federal securities, state securities or “blue sky”
laws.


 


(e)           Lien Searches. The
Administrative Agent, the Collateral Agent, and each Funding Agent shall have
received the results of a recent search satisfactory to the Administrative
Agent and each Funding Agent of any UCC filings (or equivalent filings) made
with respect to the Company and the Originators (and with respect to such other
Persons as either the Administrative Agent or any Funding Agent deems
necessary) in the jurisdictions in which the Originators and the Company are
required to file financing statements (or similar filings) pursuant to Section 6.1(t), together with copies of the financing
statements (or similar documents) disclosed by such search, and accompanied by
evidence satisfactory to the Administrative Agent and each Funding Agent that
any Liens disclosed by such search would be Permitted Liens or have been
released.


 


(f)            Legal Opinions. The
Administrative Agent, the Collateral Agent, and each Funding Agent shall have
received, with a copy for each Lender, legal opinions from counsel to Huntsman
International, the Company or the applicable Originators, as the case may be,
in each case in form and substance satisfactory to the Administrative Agent,
each Funding Agent and the Collateral Agent.


 


13

















 


(g)           Fees. The
Administrative Agent, each Funding Agent, the Lenders and the Collateral Agent
shall have received payment of all fees and other amounts due and payable to
any of them on or before the Initial Borrowing Date.


 


(h)           Conditions Under the Origination
Agreements. A Responsible Officer of each Originator and the
Contributor shall have certified, in writing, that (i) all conditions to
the obligations of the Contributor, the Italian Onward Seller and the Company
(as applicable) and the relevant Originator on the Initial Borrowing Date under
each applicable Origination Agreement shall have been satisfied in all material
respects; (ii) such Originator will be solvent after giving effect to the
transactions occurring on the Initial Borrowing Date; and (iii) such
Originator reaffirms its obligations under each Origination Agreement to which
it is a party and such Origination Agreement remains in full force and effect.


 


(i)            Copies of Written Policies. The
Administrative Agent, each Funding Agent and the Collateral Agent shall have
received from the Master Servicer a copy of the Policies in form and substance
acceptable to the Administrative Agent and each Funding Agent, certified by a
Responsible Officer of the Master Servicer as true, correct and complete copy
of such Policies.


 


(j)            The Company’s Members. The composition
of the Company’s members (including at least one Independent Manager or member)
shall be reasonably acceptable to the Administrative Agent and each Funding
Agent.


 


(k)           Financial Statements. The
Administrative Agent and each Funding Agent shall have received audited
consolidated financial statements of income, stockholder’s equity and cash
flows of Huntsman International and its consolidated Subsidiaries for the
calendar year ended 2008 and other financial information with respect to such
entities in form and substance satisfactory to the Administrative Agent and
each Funding Agent and accompanied by a copy of the opinion of Deloitte &
Touche, Independent Public Accountants.


 


(l)            Solvency Certificate. The
Administrative Agent, each Funding Agent and the Collateral Agent shall have
received a certificate from the Company dated the Initial Borrowing Date and
signed by a Responsible Officer of the Company in form satisfactory to the
Administrative Agent and each Funding Agent, to the effect that the Company
will be solvent after giving effect to the transactions occurring on the
Initial Borrowing Date.


 


(m)          Representations and Warranties. On the Initial
Borrowing Date, the representations and warranties of each of the Company, the
Master Servicer, Huntsman International and the Originators in each Transaction
Document shall be true and correct in all material respects.


 


(n)           Establishment of Bank Accounts. The
Administrative Agent, each Funding Agent and the Collateral Agent shall be
satisfied with the cash collections arrangements for the safe and timely
collection of payments in respect of the Receivables.


 


14

















 


(o)           Daily Report. The
Administrative Agent, each Funding Agent and the Collateral Agent shall have
received a Daily Report on the Initial Borrowing Date.


 


(p)           Reserved.


 


(q)           No Litigation. The
Administrative Agent, the Collateral Agent and each Funding Agent shall have
received confirmation from the Master Servicer, Huntsman International, the
Company and each Originator that there is no pending action or proceeding or,
to the knowledge of the Master Servicer, Huntsman International, the Company or
any Originator after due inquiry, no action or proceeding threatened in writing
affecting any Originator, the Master Servicer, Huntsman International or the
Company or any of their respective Subsidiaries before any Governmental
Authority that could reasonably be expected to have a Material Adverse Effect
other than disclosed in public filings.


 


(r)            Back up Servicing Arrangements. The
Administrative Agent and each Funding Agent shall have received evidence that
each Originator and the Master Servicer maintains disaster recovery systems and
back up computer and other information management systems that, in the
Administrative Agent , each Funding Agent’s and the Liquidation Servicer’s
reasonable judgment, are sufficient to protect such Originator’s business
against material interruption or loss or destruction of its primary computer
and information management systems.


 


(s)           Systems. The
Administrative Agent, each Funding Agent and Liquidation Servicer shall have
received evidence that the Master Servicer shall have established operational
systems satisfactory to the Administrative Agent, each Funding Agent and the
Liquidation Servicer that are capable of aggregating information regarding the
Receivables and related Obligors from all Originators.


 


(t)            Filings, Registrations and
Recordings


 


(i)            Each European Originator and
the Contributor shall have filed and recorded (in a form acceptable to the
Collateral Agent, the Administrative Agent and each Funding Agent) on or prior
to the Initial Borrowing Date, at its own expense, UCC financing statements (or
such other similar filings as may be required in any applicable jurisdiction)
with respect to the Receivables and the other Receivable Assets related thereto
conveyed by it pursuant to the Origination Agreement in such manner and in such
jurisdictions as are necessary to perfect the Company’s ownership interest
therein under the relevant UCC (or similar laws) and delivered evidence of such
filings to the Collateral Agent, the Administrative Agent and each Funding
Agent on or prior to the Initial Borrowing Date, and all other action
(including but not limited to notifying related Obligors of the assignment of a
Receivable, except to the extent that the relevant UCC and other similar laws
(to the extent applicable) permit such Originator to provide such notification
after the Initial Borrowing Date without 


 


15

















 


materially impairing the Company’s ownership of the Receivables and
without incurring material expenses in connection with such notification)
necessary to perfect under the relevant UCC and other similar laws (to the
extent applicable) in jurisdictions outside the United States (to the extent
applicable) the Company’s ownership of the Receivables originated by such
Originator and the other Receivable Assets related thereto shall have been duly
taken; and


 


(ii)           the Company (or the Master
Servicer on its behalf) shall have filed and recorded (in a form acceptable to
the Collateral Agent, the Administrative Agent and each Funding Agent) on or
prior to the Initial Borrowing Date, at its own expense, with respect to the
Receivables and Receivable Assets and other Collateral in such manner and in
such jurisdictions as are necessary to perfect and maintain perfection of the
security interest of the Collateral Agent, on behalf of the Secured Parties, in
the Receivables and Receivable Assets and other Collateral and delivered
evidence of such filings to the Collateral Agent, the Administrative Agent and
each Funding Agent on or prior to the Initial Borrowing Date, and all other
action (including but not limited to notifying related Obligors of the
assignment of a Receivable, except to the extent that the relevant UCC and
other similar laws (to the extent applicable) permit the Company (or its
assignees) to provide such notification after the Initial Borrowing Date
without materially impairing the Collateral Agent’s security interest in the
Receivables and Receivable Assets and without incurring material expenses in
connection with such notification) necessary to perfect under the relevant UCC
and other similar laws (to the extent applicable) in jurisdictions outside the
United States (to the extent applicable) the Collateral Agent’s security
interest in the Receivables and Receivable Assets shall have been duly taken by
the Company (or by the Master Servicer on its behalf).


 


(u)           Obligor information as requested
by the Liquidation Servicer. The Liquidation Servicer shall
have received, on or before the Initial Borrowing Date, information on all
Eligible Obligors, including legal name, legal address and domicile, contact
name, telephone and fax details and payment terms.


 


(v)           Intercreditor Agreement. The
Administrative Agent and each Funding Agent shall have received a copy of the
duly executed intercreditor agreement with the secured creditors of the
Contributor and the other Originators, in form and substance satisfactory to
the Administrative Agent and each Funding Agent.


 


(w)          Commercial Paper Ratings. To the extent
required by the program documents governing each Lender’s Commercial Paper
program, each Rating Agency shall have confirmed that the execution and
delivery of this Agreement by such Lender will not result in the reduction or
withdrawal of the then-current ratings of the Commercial Paper issued by or on
behalf of such Lender pursuant to such program;


 


16
















 


(x)            Other Requests. The
Administrative Agent and each Funding Agent shall have received such other
approvals, opinions or documents as it may reasonably request.


 


PART 3
UTILIZATION AND REPAYMENT


 


6.2           Conditions
Precedent to all Borrowings


 


Each Borrowing (including the initial Borrowing)
hereunder shall be subject to the further conditions precedent that:


 


(a)           the Administrative Agent and
each Funding Agent shall have received such approvals, documents, instruments,
certificates and opinions as it may reasonably request; and


 


(b)           on the date of such Borrowing
the following statements shall be true (and acceptance of the proceeds of any
such Borrowing shall be deemed a representation and warranty by the Company
that such statements are then true by reference to the facts and circumstances
existing on the date of such Borrowing):


 


(i)            the Company (or the Master
Servicer on behalf of the Company) has delivered a Borrowing Request complying
with the requirements of Section 3.1;


 


(ii)           the Facility Termination Date
has not occurred and no event exists, or would result from such Borrowing, that
constitutes a Termination Event or Potential Termination Event;


 


(iii)          no portion of the proceeds of
such Borrowing will be used by the Company to pay the whole or part to make any
payment which is restricted pursuant to the provisos to Sections 5.1(a) and
(b);


 


(iv)          all of the representations and
warranties made by each of the Company, the Master Servicer and each Originator
in each Transaction Document to which it is a party are true and correct in all
material respects on and as of the date of such Borrowing as if made on and as
of such date (except to the extent such representations and warranties are
expressly made as of another date);


 


(v)           after giving effect to such
Borrowing, the Principal Balance of all Loans outstanding on the relevant
Borrowing Date does not exceed the Maximum Available Borrowing on such
Borrowing Date; and


 


(vi)          after giving
effect to such Borrowing if a Loan comprising, or comprising part, of such Borrowing:


 


(A)          is denominated in U.S.
dollars, the Principal Balance of all Loans denominated in such currency
outstanding on the 


 


17

















 


relevant Borrowing Date does not exceed the Maximum Available Borrowing
(Dollars) on such Borrowing Date;


 


(B)           is denominated in Euro, the
Principal Balance of all Loans denominated in such currency outstanding on the
relevant Borrowing Date does not exceed the Maximum Available Borrowing (Euro)
on such Borrowing Date; and


 


(C)           if denominated in Sterling,
the Principal Balance of all Loans denominated in such currency outstanding on
the relevant Borrowing Date does not exceed the Maximum Available Borrowing
(Sterling) on such Borrowing Date.


 


PART 5 COSTS OF UTILIZATION


 


7.             INTEREST


 


7.1           Calculation
of Interest


 


(a)                                  On or before the date falling
three (3) Funding Business Days immediately before each Settlement Date,
each Funding Agent shall furnish the Administrative Agent and the Master
Servicer with an invoice (addressed to the Company) setting forth the amount of
the accrued and unpaid Interest on each Loan funded by the Lender in such
Funding Agent’s Lender Group.


 


(b)           The amount of Interest payable
by the Company to each Lender for each Settlement Period in respect of each
Loan shall be the aggregate of the amounts due to such Lender calculated as
follows:


 


IR
x PB x DCC


 


Where:


 




	
  “IR” =

  	
   

  	
  the
  applicable Interest Rate for each day in the Settlement Period;

  
	
   

  	
   

  	
   

  
	
  “PB” =

  	
   

  	
  is
  the part of the Principal Balance advanced by that Lender in respect of the
  relevant Loan; and

  
	
   

  	
   

  	
   

  
	
  “DCC” =

  	
   

  	
  1 / either 365 (or 366, as
  applicable) (for Loans denominated in Sterling) or 360 (for Loans denominated
  in Euro and U.S. Dollars).

  






 


7.2           Payment
of Interest


 


The Company shall pay each
Lender (or the Administrative Agent for the account of the Lenders) accrued
(but unpaid) Interest on each Loan on each Settlement Date that occurs after
the Borrowing Date relating to such Loan.


 


7.3           Default
interest


 


(a)                                  If the Company fails to pay
any amount payable by it under this Agreement on its due date, interest shall
accrue on the overdue amount from the due date up to the date of actual payment
(both before and after judgment) at the relevant 


 


18

















 


Default Interest Rate payable on demand by the Administrative Agent or
the applicable Funding Agent.


 


(b)           Default interest (if unpaid)
arising on an overdue amount will be compounded with the overdue amount at the
end of each Settlement Period but will remain immediately due and payable.


 


(c)           From and after the occurrence
of an Termination Event, all Loans shall accrue Interest at the Default
Interest Rate.


 


7.4           Mandatory
Costs


 


Each Funding Agent shall provide an initial notice of the inclusion of
Mandatory Costs in the determination of the Interest Rate promptly after such
Funding Agent becomes aware of the condition giving rise to such Mandatory
Costs; provided that the failure to provide
such notice shall not affect or limit the right to include Mandatory Costs in the
determination of the Interest Rate; provided, further, that the Company will not be required to compensate
a Lender for any Mandatory Costs incurred more than two hundred and seventy
(270) days prior to the date that such Funding Agent notifies the Company of
the change giving rise to such Mandatory Costs and of such Funding Agent’s
intention to include such Mandatory Costs in the determination of the Interest
Rate; provided, further,
that, if the relevant change giving rise to such Mandatory Costs is retroactive,
then the two hundred seventy (270) day period referred to above shall be
extended to include the period of retroactive effect thereof.  Each determination of Interest Rate including
(if applicable) any Mandatory Costs by each Funding Agent shall be conclusive
and binding upon each of the parties hereto in the absence of prima facie
evidence of error.


 


8.             CHANGES TO THE CALCULATION OF
INTEREST


 


Subject to Section 8.1, if USD LIBOR, or, if applicable, GBP LIBOR
or, if applicable, EURIBOR is to be determined by reference to the Reference
Banks but a Reference Bank does not supply a quotation by the specified time on
the Quotation Day, the applicable USD LIBOR, GBP LIBOR or EURIBOR shall be
determined on the basis of the quotations of the remaining Reference Banks.


 


8.1           Market
disruption


 


(a)                                  If, for any Relevant Period, a
Market Disruption Event occurs in relation to a Loan (or any portion thereof)
in respect of which the Alternate Rate applies, then the rate of interest in
respect of each relevant Lender’s Pro Rata Share of that Loan (or portion
thereof) for the Relevant Period shall be the percentage rate per annum which
is the sum of:


 


(i)            the Applicable Margin;


 


(ii)           the rate notified to the
Administrative Agent by that Lender as soon as practicable and in any event
before interest is due to be paid in respect of that Relevant Period, to be
that which expresses as a percentage rate per annum the cost to that Lender of
funding its Pro Rata Share of that Loan from whatever source it may reasonably
select; and


 


19

















 


(iii)          the Mandatory Cost, if any.


 


(b)           In this Agreement “Market Disruption Event” means:


 


(i)            at or about noon on the
Quotation Day for a Relevant Period the Screen Rate is not available and none
or only one of the Reference Banks supplies a rate to the Administrative Agent
to determine USD LIBOR or, if applicable, GBP LIBOR or, if applicable, EURIBOR
for the relevant currency and Relevant Period; or


 


(ii)           before close of business in
London on the Quotation Day for the Relevant Period, the Administrative Agent
receives notifications from a Lender or Lenders that the cost to it of
obtaining matching deposits in the Relevant Interbank Market would be in excess
of USD LIBOR or, if applicable, GBP LIBOR or, if applicable, EURIBOR.


 


8.2           Alternative
basis of interest or funding


 


(a)                                  If a Market Disruption Event
occurs the Administrative Agent and the Company (or the Master Servicer on its
behalf) shall enter into negotiations (for a period of not more than thirty
(30) days) with a view to agreeing a substitute basis for determining the rate
of interest.


 


(b)                                 Any alternative basis agreed
pursuant to clause (a) above shall,
with the prior consent of all the Funding Agents, the Master Servicer and the
Company, be binding on all parties to this Agreement.


 


9.             ILLEGALITY


 


Notwithstanding any other
provision of this Agreement, if the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof by any
relevant Governmental Authority shall make it unlawful for any Lender to
perform any of its obligations as contemplated by this Agreement or to fund its
Pro Rata Share of any Loan:


 


(a)           the applicable Funding Agent
shall promptly notify the Administrative Agent, the Company and the Master
Servicer thereof;


 


(b)           the Commitment of that Lender
will be immediately cancelled; and


 


(c)           the Company shall repay that
Lender’s Pro Rata Share of the Loans made to the Company on the last day of the
Settlement Period or, if applicable, Relevant Period occurring after the
applicable Funding Agent has delivered the notice under clause (a) above.


 


PART 6

ADDITIONAL PAYMENT OBLIGATIONS


 


10.           BREAKAGE COSTS


 


10.1         The Company
shall, within three (3) Funding Business Days after demand therefor, indemnify
the Lenders, the Funding Agents and the Administrative Agent against any 


 


20

















 


loss, cost or expense incurred
by the Lenders, the Funding Agents or the Administrative Agent directly as a
result of the failure of any Borrowing or repayment to be made for any reason
on the date specified by the Company pursuant to, and in accordance with, Section 3 or Section 4, as applicable, including
any loss, cost or expense incurred by any Funding Agent, any Lender or the
Administrative Agent by reason of the liquidation or reemployment of funds
acquired by the Lenders (including funds obtained by issuing Commercial Paper,
obtaining deposits as loans from third parties and reemployment of funds) in
relation thereto and any costs incurred in connection with the termination or
reduction of any related Currency Hedge Agreements; provided
that no such breakage costs shall be payable in respect of any prepayment of a
Loan for which the Interest Rate is determined by reference to the CP Rate so
long as such prepayment complies with the requirements of Section 4.2.


 


10.2         A certificate as
to any loss or expense payable pursuant to this Section 10
submitted by any Lender, through the Administrative Agent, to the
Company and the Master Servicer shall set forth (x) any amount that such
Lender is entitled to receive pursuant to this Section 10
and (y) a reasonably detailed explanation of the calculation of such
amount by the affected Lender and shall be conclusive absent manifest error.


 


11.           TAXES


 


11.1         Definitions


 


(a)           In this Agreement:


 


“Tax
Deduction” means a deduction or withholding for or on account of Tax
from a payment under this Agreement or any other Transaction Document; and


 


“Tax Payment”
means either the increase in a payment made by the Company to a Facility
Indemnified Party under Section 11.2
or a payment under Section 11.3.


 


(b)           Unless a contrary intention
appears, in this Section 10 a reference to “determines” or “determined”
means a determination made in the absolute discretion of the person making the
determination.


 


11.2         Tax
gross-up


 


(a)           The Company shall make all
payments to be made by it without any Tax Deduction, unless a Tax Deduction is
required by law.


 


(b)           The Company shall promptly
upon becoming aware that it must make a Tax Deduction (or that there is any
change in the rate or the basis of a Tax Deduction) notify the Administrative
Agent accordingly. Similarly, a Lender (or its Funding Agent) shall notify the
Company, the Master Servicer and Administrative Agent on becoming so aware in
respect of a payment payable to that Lender.


 


(c)                                  If a Tax Deduction is required
by law to be made by the Company, the amount of the payment due from the
Company shall be increased to an amount which 


 


21

















 


(after making any Tax Deduction) leaves the recipient of such payment
with an amount equal to the payment which would have been received by it if no
Tax Deduction had been required.


 


(d)           Each Lender that is not
incorporated under the laws of the United States of America or a State thereof
or the District of Columbia shall:


 


(i)            deliver to the Master
Servicer, the Company, the Administrative Agent, the Collateral Agent and the
related Funding Agent two duly completed copies of United States Internal
Revenue Service Form W-8ECI, W-8BEN or W-8IMY, or successor applicable
form and such other forms, certificates and documentation as may be necessary
or appropriate to establish, in each case, that it is entitled to receive
payments from the Company without a deduction for U.S. federal withholding tax
or with a deduction at a reduced rate. 
In the case of a Lender that provides an Internal Revenue Service Form W-8BEN,
such Lender shall either (i) claim the benefit of a treaty that provides
for a complete exemption from United States withholding tax for payments of
interest or (ii) claim the benefit of the U.S. “portfolio interest
exemption” by also providing a certification that is not a “bank” making a loan
under this Agreement in the ordinary course of its business within the meaning
of Section 881(c)(3)(A) of the Code or a person related to the
Company in a manner described in Sections 871(h)(3)(B), 881(c)(3)(B) or
881(c)(3)(C) of the Code.  If a
Lender that provides an Internal Revenue Service Form W-8BEN is unable to
claim a complete exemption from the United States withholding tax because of a
change in law after the date such Lender became a party to this Supplement,
such Lender will be treated as satisfying the requirements of this Section 11.2(d), as the case may be;


 


(ii)           deliver to the Master
Servicer, the Company, the Collateral Agent, the Administrative Agent and the
related Funding Agent two further copies of any such form or certification (A) on
or before the date that any such form or certification expires or becomes
obsolete, (B) after the occurrence of any event requiring a change in the
most recent form previously delivered by it to the Company, the Collateral
Agent, the Administrative Agent or the related Funding Agent and (C) at
the reasonable request of the Master Servicer, the Company, the Collateral
Agent or the related Funding Agent; and


 


(iii)          obtain such extensions of time
for filing and complete such forms or certifications as may reasonably be
requested by the Company, the Collateral Agent, the Administrative Agent or the
related Funding Agent;


 


unless any change in treaty, law or regulation
has occurred prior to, and is in effect on, the date on which any such delivery
would otherwise be required which would prevent such Lender from duly
completing and delivering any such form with respect to it and such Lender (or
its Funding Agent) so advises the Company and the related Funding Agent.  Each Lender shall certify to the Company, the
Collateral Agent, the Administrative Agent and the related 


 


22

















 


Funding Agent at the time it first becomes a
Lender, and thereafter to the extent provided by law, (i) all such forms
are true and complete, (ii) that it is entitled to receive payments under
this Agreement and the other Transaction Documents without, or at a reduced
rate of, withholding of any United States federal income taxes and (iii) that
it is entitled to an exemption from United States backup withholding tax.  Each Person that shall become a Lender or a
Participant pursuant to Section 36.17
shall, upon the effectiveness of the related transfer, be required to provide
to the Company, the Collateral Agent, the Administrative Agent, the Master
Servicer and the related Funding Agent all of the forms and statements required
pursuant to this Section; provided that
in the case of a Participant such Participant shall furnish all such required
forms and statements to the Lender from which the related participation shall
have been purchased and such Lender shall provide such forms to the Company
with a duly executed Form W-8IMY and withholding statement.  If the Company, the Administrative Agent or
the Collateral Agent has not received the forms set forth in Section 11.2(d), the Company shall withhold taxes from
such payment at the applicable statutory rate and shall not be obliged to make
increased payments under Section 11.2
until such forms or other documents are delivered.


 


(e)                                  Each Lender that is a United
States Person within the meaning of Section 7701(a)(30) of the Code shall
deliver to the Master Servicer, the Company, the Collateral Agent and the
related Funding Agent two duly completed copies of the United States Internal
Revenue Service Form W-9 or any successor applicable form.


 


(f)            The Company is not required to
make any payment under Section 11.2(c) to
the extent such payment would be due as the result of the relevant Funding
Agent, Lender or Participant not providing the forms required by Section 11.2(d)(i), or 11.2(d)(ii) unless the
failure to provide such forms is a result of a change after the date it became
a Lender or a Participant under this Agreement in (or in the interpretation,
administration or application of) any Requirement of Law or any published
practice or concession of any relevant Taxation Authority.


 


(g)           If the Company is required to
make a Tax Deduction, the Company shall make that Tax Deduction and any payment
required in connection with that Tax Deduction within the time allowed and in
the minimum amount required by law.


 


(h)           Within thirty (30) days after
making either a Tax Deduction or any payment required in connection with that
Tax Deduction, the Company shall deliver to each Funding Agent evidence
reasonably satisfactory to the Lender entitled to that payment that the Tax
Deduction has been made or (as applicable) any appropriate payment paid to the
relevant Taxation Authority.


 


11.3         Tax
indemnity


 


(a)           The Company shall (within
three (3) Funding Business Days after demand by each Funding Agent) pay to
a Facility Indemnified Party an amount equal to the loss, liability or cost
which that Facility Indemnified Party determines will 


 


23

















 


be or has been (directly or indirectly) suffered for or on account of
Tax by that Facility Indemnified Party in respect of this Agreement or any
other Transaction Document.


 


(b)           Clause (a) shall not apply:


 


(i)            with respect to any Tax
assessed on a Facility Indemnified Party:


 


(A)          under the law of the
jurisdiction in which that Facility Indemnified Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which that Facility
Indemnified Party is treated as resident for tax purposes; or


 


(B)           under the law of the
jurisdiction in which that Facility Indemnified Party’s Lending Office is
located in respect of amounts received or receivable in that jurisdiction,


 


if that Tax is imposed on or
calculated by reference to the net income received or receivable (but not any
sum deemed to be received or receivable) by that Facility Indemnified Party; or


 


(ii)           to the extent a
loss, liability or cost:


 


(A)          is compensated for by an
increased payment under Section 11.2;
or


 


(B)           would have been compensated
for by an increased payment under Section 11.2
but was not so compensated solely because the exclusion in Section 11.2(f) applied.


 


(c)           A Facility Indemnified Party
making, or intending to make a claim under clause (a) above
shall promptly notify the Company, the Master Servicer, the Administrative
Agent and the related Funding Agent of the event which will give, or has given,
rise to the claim.


 


(d)           A Facility Indemnified Party
shall, on receiving a payment from the Company under this Section 11.3,
notify the Administrative Agent and the related Funding Agent.


 


11.4         Tax Credit


 


If
the Company makes a Tax Payment and the relevant Facility Indemnified Party
determines that:


 


(a)           a Tax Credit is attributable
either to an increased payment of which that Tax Payment forms part, or to that
Tax Payment; and


 


(b)           that Facility Indemnified
Party has obtained, utilized and retained that Tax Credit,


 


the Facility Indemnified Party
shall pay an amount to the Company which that Facility Indemnified Party
determines will leave it (after that payment) in the same 


 


24

















 


after-Tax position as it would
have been in had the Tax Payment not been required to be made by the Company.


 


11.5         Stamp
taxes


 


The Company shall pay and,
within three (3) Funding Business Days after demand, indemnify each
Facility Indemnified Party against any cost, loss or liability that Facility
Indemnified Party incurs in relation to all stamp duty, registration and other
similar Taxes payable in respect of this Agreement except for any such Taxes
payable in respect of an assignment, transfer, or novation of any rights or
liabilities under this Agreement or any other Transaction Document.


 


11.6         Value
added tax


 


(a)                                  All amounts set out, or
expressed to be payable pursuant to this Agreement or any other Transaction
Document by any party to this Agreement to a Facility Indemnified Party which
(in whole or part) constitute the consideration for any supply for VAT purposes
shall be deemed to be exclusive of any VAT which is chargeable on such supply,
and accordingly, subject to clause (c) below,
if VAT is chargeable on any supply made by any Facility Indemnified Party to
any party to this Agreement pursuant to this Agreement, that party to this
Agreement shall pay to the Facility Indemnified Party (in addition to and at
the same time as paying the consideration) an amount equal to the amount of the
VAT (and such Facility Indemnified Party shall promptly provide an appropriate
VAT invoice to such party).


 


(b)                                 If VAT is chargeable on any
supply made by any Facility Indemnified Party (the “Supplier”)
to any other Facility Indemnified Party (the “Recipient”)
pursuant to this Agreement or any other Transaction Document, and any party to
this Agreement (the “Relevant Party”)
is required pursuant to the terms of this Agreement to pay an amount equal to
the value of such supply to the Supplier (rather than being required to
reimburse the Recipient in respect of that consideration), the Relevant Party
shall also pay to the Supplier (in addition to and at the same time as paying
such amount) an amount equal to the amount of such VAT. The Recipient will
promptly pay to the Relevant Party an amount equal to any credit or repayment
from the relevant Taxation Authority which it reasonably determines relates to
the VAT chargeable on that supply.


 


(c)                                  Where any party to this
Agreement is required pursuant to this Agreement or any other Transaction
Document to reimburse a Facility Indemnified Party for any costs or expenses,
that party to this Agreement or such other Transaction Document shall also at
the same time pay and indemnify the Facility Indemnified Party against all VAT
incurred by the Facility Indemnified Party in respect of the costs or expenses
to the extent that the Facility Indemnified Party reasonably determines that
neither it nor any member of any group of which it is a member for VAT purposes
is entitled to credit or repayment from the relevant Taxation Authority in
respect of the VAT.


 


25

















 


11.7         Tax
affairs


 


(a)           Nothing in this Section 10 shall oblige any Facility Indemnified Party
to disclose any information to any person regarding its affairs (Tax or
otherwise) or Tax computations or interfere with the right of any Facility
Indemnified Party to arrange its affairs (Tax or otherwise) in whatever manner
it thinks fit.


 


(b)           Notwithstanding any other
provision herein, the Company (and its employees, representatives or other
agents) may disclose to any and all persons, without limitation of any kind,
the U.S. tax treatment and U.S. tax structure of this Agreement and all
materials of any kind (including opinions or other tax analyses) that are
provided to such party relating to such U.S. tax treatment and U.S. tax
structure, other than any information for which nondisclosure is reasonably
necessary in order to comply with applicable securities laws.


 


12.           CHANGE IN CIRCUMSTANCES


 


12.1         Increased
costs


 


(a)           Subject to Section 12.3 the Company shall, within three (3) Funding
Business Days after a demand by a Funding Agent or the Administrative Agent,
pay (or procure payment) for the account of a Facility Indemnified Party the
amount of any Increased Costs incurred by that Facility Indemnified Party or
any of its Affiliates as a result of (i) any Change in Law or (ii) compliance
with any law or regulation made after the date of this Agreement.


 


(b)           In this Agreement “Increased Costs” means:


 


(i)            a reduction in the rate of
return on a Facility Indemnified Party’s overall capital;


 


(ii)           an additional or increased
cost; or


 


(iii)          a reduction of any amount due
and payable under this Agreement or any Program Support Agreement,


 


which is incurred or suffered
by a Facility Indemnified Party or any of its Affiliates as a consequence of
this Agreement or any Program Support Agreement or the Loans made or acquired
by such Facility Indemnified Party.


 


12.2         Increased
cost claims


 


(a)           Each Facility Indemnified
Party intending to make a claim pursuant to Section 12.1
shall, as soon as reasonably practical after becoming aware of it,
notify the Company, the Master Servicer and the Administrative Agent of the
event giving rise to the claim.


 


(b)           Each Facility Indemnified
Party shall, as soon as practicable after a demand by the Company (or the
Master Servicer), provide to the Company, the Master Service and the
Administrative Agent a certificate confirming the amount of its (or, if
applicable, its Affiliates) Increased Costs and setting out in reasonable
detail those Increased Costs and an explanation of the calculation


 


26
















 


of such Increased Costs.  Such
certificate shall be conclusive in the absence of prima facie evidence of
error.


 


(c)                                  Failure or delay
on the part of any Facility Indemnified Party to demand compensation pursuant
to this Section 12 shall not constitute a
waiver of such Facility Indemnified Party’s right to demand such compensation; provided that the Company will not be required to compensate
a Facility Indemnified Party pursuant to this Section 12
for any Increased Costs incurred more than 270 days prior to the date that such
Facility Indemnified Party notifies the Company of the change in any
Requirement of Law giving rise to such Increase Costs and of such Facility
Indemnified Party’s intention to claim compensation therefor; provided, further, that,
if the change in any Requirement of Law giving rise to such increased costs or
reductions is retroactive, then the 270 day period referred to above shall be
extended to include the period of retroactive effect thereof.


 


12.3                         Exceptions


 


Section 12.1
does not apply to the extent any Increased Cost is:


 


(a)                                  attributable to a
Tax Deduction required by law to be made by the Company;


 


(b)                                 compensated for
by Section 11.3 (or would have been
compensated for under Section 11.3
but was not so compensated solely because of any of the exclusions in Section 11.3(f) applied); or


 


(c)                                  compensated for
by the payment of Mandatory Costs.


 


12.4                         Mitigation


 


(a)                                  Each Facility
Indemnified Party shall, in consultation with the Master Servicer (acting on
behalf of the Company), take all reasonable steps to mitigate any circumstances
which arise and which would result in any amount becoming payable under or
pursuant to, or cancelled pursuant to, any of Section 9,
Section 11.2, Section 11.3,
Section 11.5 or Section 12.1 including (but not limited to)
transferring its rights and obligations under the Transaction Documents to
another Affiliate or Facility Office.


 


(b)                                 Clause (a) above does not in
any way limit the obligations of the Company under the Transaction Documents.


 


12.5                         Limitation
of liability


 


(a)                                  The Company shall
indemnify each Facility Indemnified Party for all costs and expenses reasonably
incurred by that Facility Indemnified Party as a result of steps taken by it
under Section 12.4.


 


(b)                                 A Facility
Indemnified Party is not obliged to take any steps under Section 12.4
if, in the opinion of that Facility Indemnified Party (acting reasonably), to
do so might be prejudicial to it.


 


27

















 


12.6                         Survival


 


The provisions of this Section 12 shall survive the termination of this
Agreement and the payment of all Secured Obligations.


 


13.                               FEES


 


13.1                         Commitment
fee


 


(a)                                  The Company shall
pay to each of the Lenders a fee (the “Commitment Fee”)
in Euro in the amounts set forth in the applicable Fee Letter.


 


(b)                                 The Commitment
Fee is payable on each Settlement Date and on the Scheduled Commitment
Termination Date and, if cancelled in full, on the cancelled amount of the
relevant Lender’s Commitment at the time the cancellation is effective.


 


(c)                                  The amount of
Commitment Fee payable on each Settlement Date shall be included in the invoice
referred to in Section 7.1.


 


13.2                         Arrangement
and Agency Fees


 


The Company shall pay to each
of the Collateral Agent and the Administrative Agent the Fees in the amounts
and on the dates set forth in the applicable Fee Letters.


 


14.                               INDEMNIFICATION BY HUNTSMAN
INTERNATIONAL AND THE COMPANY


 


(a)                                  Without limiting
any other rights that any Facility Indemnified Party may have under this
Agreement, the other Transaction Documents or under applicable law, each of
Huntsman International and the Company hereby agrees to indemnify each Facility
Indemnified Party from and against any and all damages, losses, claims,
liabilities, costs, penalties, judgments and expenses, including reasonable
attorneys’ fees and reasonable disbursements (all of the foregoing being
collectively referred to as “Indemnified Amounts”)
awarded against or incurred by any of them in connection with the entering into
and performance of this Agreement or any of the Transaction Documents by any of
the Facility Indemnified Parties, excluding, however, any amounts that are
finally judicially determined to have resulted from the gross negligence or
willful misconduct on the part of any Facility Indemnified Party; provided that in no event shall Huntsman International be
required to make any indemnity payments resulting from the lack of performance
or collectability of the Receivables owned by the Company (unless such loss
results from a breach of representation or undertaking by Huntsman
International or one of its Affiliates with respect to any such Receivable).


 


(b)                                 In case any
proceeding by any Person shall be instituted involving any Facility Indemnified
Party in respect of which indemnity may be sought pursuant to Section 14(a), such Indemnified Party shall promptly
notify Huntsman International and the Company and the Company and Huntsman
International, upon request of such Facility Indemnified Party, shall retain
counsel satisfactory to such Indemnified Party to represent such Facility
Indemnified 


 


28

















 


Party and shall pay the reasonable fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any Facility
Indemnified Party shall have the right to retain its own counsel, at the
expense of Huntsman International and the Company. Except as set forth herein,
it is understood that neither the Company nor Huntsman International shall, in
respect of the legal expenses of any Indemnified Party in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all such Facility Indemnified Parties and all other parties
indemnified by the Company under this Agreement or any other Transaction
Document.


 


(c)                                  Any payments to
be made by Huntsman International and the Company pursuant to this Section shall
be, without restriction, due and payable from Huntsman International and the
Company, jointly and severally, and shall with respect to amounts owing from
the Company be payable by the Company only to the extent that funds are
available (including funds available to the Company pursuant to the exercise of
its right to indemnity and other payments pursuant to Sections
2.06 and 8.02 (or equivalent sections) of the Origination
Agreements) to the Company to make such payments under Sections 17
and 18, as applicable.


 


15.                               SECURITY INTEREST


 


As security for the performance
by the Company of all the terms, covenants and agreements on the part of the
Company to be performed under this Agreement or any other Transaction Document,
including the punctual payment when due of all Secured Obligations, the Company
hereby grants to the Collateral Agent, for the benefit of the Secured Parties,
a security interest in, all of the Company’s right, title and interest in and
to the following (collectively, the “RLA Collateral”):


 


(a)                                  all Receivables,
whether now owned and existing or hereafter acquired or arising, together with
all Receivable Assets and Collections with respect thereto;


 


(b)                                 each of the
Origination Agreements, the Collection Account Agreements and the Servicing
Agreement, including, in respect of each agreement, (A) all rights of the
Company to receive monies due and to become due under or pursuant to such
agreement, whether payable as fees, expenses, costs or otherwise, (B) all
rights of the Company to receive proceeds of any insurance, indemnity, warranty
or guaranty with respect to such agreement, (C) claims of the Company for
damages arising out of or for breach of or default under such agreement, (D) the
right of the Company to amend, waive or terminate such agreement, to perform
thereunder and to compel performance and otherwise exercise all remedies
thereunder and (E) all other rights, remedies, powers, privileges and
claims of the Company under or in connection with such agreement (whether
arising pursuant to such agreement or otherwise available to the Company at law
or in equity), including the rights of the Company to enforce such agreement
and to give or withhold any and all consents, requests, notices, directions,
approvals, extensions or waivers under or in connection 


 


29

















 


therewith (all of the foregoing set forth in this clause (A) through
(E), inclusive, the “Transferred Agreements”);


 


(c)                                  the Collection
Accounts, including (A) all funds and other evidences of payment held
therein and all certificates and instruments, if any, from time to time
representing or evidencing the Collection Accounts or any funds and other
evidences of payment held therein, (B) all investments of such funds held
in the Collection Accounts and all certificates and instruments from time to
time representing or evidencing such investments, (C) all notes,
certificates of deposit and other instruments from time to time hereafter
delivered or transferred to, or otherwise possessed by, the Collateral Agent
for and on behalf of the Company in substitution for the then existing
Collection Accounts and (D) all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for the then existing Collection Accounts; and


 


(d)                                 the Company
Concentration Accounts (including the Payments Reserve Subaccounts) and the
Withholding Tax Reserve Account, including (A) all funds and other
evidences of payment held therein and all certificates and instruments, if any,
from time to time representing or evidencing the Company Concentration Accounts
or the Withholding Tax Reserve Account or any funds and other evidences of
payment held therein, (B) all investments of such funds held in the
Company Concentration Accounts or the Withholding Tax Reserve Account and all
certificates and instruments from time to time representing or evidencing such
investments, (C) all notes, certificates of deposit and other instruments
from time to time hereafter delivered or transferred to, or otherwise possessed
by, the Collateral Agent for and on behalf of the Company in substitution for
the then existing Company Concentration Accounts or the Withholding Tax Reserve
Account, and (D) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the then existing Company Concentration Accounts
or the Withholding Tax Reserve Account;


 


(e)                                  all other assets
of the Company, whether now owned and existing or hereafter acquired or
arising, including, without limitation, all accounts, chattel paper, goods,
equipment, inventory, instruments, investment property, deposit accounts and
general intangibles (as those terms are defined in the UCC as in effect on the
date hereof in the State of New York) in which the Company has any interest;
and


 


(f)                                    to the extent not
included in the foregoing, all proceeds of any and all of the foregoing.


 


PART 7

APPLICATION OF FUNDS AND MASTER SERVICER


 


16.                               SERVICES OF MASTER SERVICER


 


The servicing, administration
and collection of the Pool Receivables shall be conducted by the Master
Servicer under the Servicing Agreement.


 


30

















 


Any information, notice or
report to be delivered by, or any instructions, requests, demands, elections or
directions to be given by, the Master Servicer under this Agreement are, unless
otherwise indicated, being delivered or given by the Master Servicer on behalf
of the Company in accordance with the provisions of this Agreement and the
Servicing Agreement.


 


17.                               APPLICATION OF FUNDS PRIOR TO
FACILITY TERMINATION DATE


 


17.1                         Daily Collections.


 


(a)                                  On each Business Day on which funds are
deposited in a Collection Account, promptly following the receipt of
Collections in the form of available funds in such Collection Account, the
Company shall transfer all Collections on deposit in any Collection Account
directly to the applicable Company Concentration Account, such transfer to be
completed by 12:30 p.m. London time on the next succeeding Business Day
following the day on which such Collections are received in the Collection
Account, each such individual transfer amount to be reported by the Master
Servicer to the Administrative Agent by 10:00 a.m. London time.


 


(b)                                 Promptly following the transfer of
Collections to the applicable Company Concentration Account or the deposit by
the Master Servicer of any Servicer Advance, but in no event later than the
next succeeding Business Day of the Collections or Servicer Advance being
received in such Company Concentration Accounts, the Master Servicer shall
calculate (such calculations to be contained in the Daily Report delivered to
the Company and the Administrative Agent) and make the following transfers,
allocations and distributions by no later than 2.30pm (London time) based on
the Aggregate Daily Collections (which shall include any Servicer Advance) as
set forth in such Daily Report:


 


(i)                                     first, on each Business Day, an
amount equal to the Accrued Expense Amount for such day (or, during the
Revolving Period, such greater amount as the Master Servicer may request in
writing) shall be transferred from the Company Concentration Account to the
relevant Payments Reserve Subaccount; provided that:


 


(A)                              on the tenth (10th) Business Day of each
Distribution Period (and each Business Day thereafter, if necessary, until the
full amount of any positive Accrued Expense Adjustment is transferred),


 


(B)                                on any Borrowing Date (and each Business
Day thereafter, if necessary, until the full amount of any positive Accrued
Expense Adjustment is transferred),


 


(C)                                on the day of any prepayment pursuant to Section 4.2, and


 


(D)                               on the last Business Day of each Settlement
Period,


 


31

















 


an amount equal to the Accrued Expense Adjustment shall, if such
adjustment is a positive amount, be transferred from the relevant Company
Concentration Account to the relevant Payments Reserve Subaccount, or if such
adjustment is a negative amount, be transferred from the relevant Payments Reserve
Subaccount to the relevant Company Concentration Account with respect to the
same currency (or deducted from the transfer in respect of the Accrued Expense
Amount for such Business Day);


 


(ii)                                  second, on each Business Day other than a
Settlement Date, following the transfers pursuant to sub-clause (i) above,
any remaining funds on deposit in the Company Concentration Accounts (excluding
amounts in the Payments Reserve Subaccount) shall be transferred and applied to
amounts payable with respect to prepayments of the Loans in accordance with Section 4.2;


 


(iii)                               third, on each Business Day other than a
Settlement Date, following the transfers pursuant to sub-clauses (i) and
(ii) above, any remaining balances
in the Company Concentration Accounts (excluding amounts in the Payments
Reserve Subaccount) shall be released to the Company for application to payments in
accordance with Sections 5.1(a) and (b) payable on such date in accordance with the
directions contained in the Daily Report for such Settlement Date (provided, that, payment under this sub-clause (iii) shall
be made only
if (x) both before and after giving effect to such payment, no Termination
Event or Potential Termination Event or has occurred and is continuing and (y) no portion of
such funds is applied by the Company to make any payment which is restricted
pursuant to the provisos to Sections 5.1(a) and (b); and


 


(iv)                              fourth, any remaining amounts shall be retained
in the Company Concentration Account for application on the following Business
Day in accordance with Section 17
or Section 18 (as applicable).


 


(c)                                  On any Business Day, the Master Servicer
may deposit Servicer Advances made pursuant to Section 2.06
of the Servicing Agreement into the applicable Company Concentration Account.


 


17.2                         Priority
of payments from the Company Concentration Accounts prior to Facility
Termination Date


 


On each Settlement Date prior to the Facility Termination Date, the
Master Servicer on behalf of the Company shall apply all funds standing to the
credit of the Company Concentration Accounts including the Payments Reserve
Subaccounts (including, Collections and other amounts payable in respect of
Pool Receivables, any Servicer Advances and the proceeds of Loans; provided however that funds which constitute the proceeds of
Loans shall only be applied in respect of clauses  (f) and (h) below)
in the following order of priority:


 


(a)                                  first, on each
Settlement Date, to pay the Master Servicer the Master Servicer Fee then due
and payable;


 


32

















 


(b)                                 second, on each Settlement Date, to
pay to the Collateral Agent the aggregate amount of (i) the fees then due
and payable to the Collateral Agent in accordance with the relevant Fee Letter,
(ii) the amount equal to any unreimbursed Secured Obligations
due and payable and owing to the Collateral Agent as a consequence of the
exercise of any of the Collateral Agent’s rights under, or the enforcement of,
any of the Transaction Documents or the collection of any amounts due
thereunder, and (iii) any amount equal to all amounts due and payable to
the Collateral Agent pursuant to Sections 36.12
or 32 of this Agreement;


 


(c)                                  third, on each Settlement Date pro rata and pari passu to pay amounts then due and
payable to the Administrative Agent in respect of accrued and unpaid fees
payable to it in accordance with the relevant Fee Letter;


 


(d)                                 fourth, on each
Settlement Date, pro rata and pari passu,
to pay to the Lenders an amount equal to the aggregate accrued and unpaid Interest
(including Additional Interest);


 


(e)                                  fifth, on each
Settlement Date pro rata and pari passu,
to pay to the Lenders an amount equal to any accrued but unpaid Commitment Fee;


 


(f)                                    sixth, on each
Settlement Date, pro rata and pari passu,
subject to the provisions of Sections 4.1(b) and 4.2, to pay to the Lenders an amount equal to the Aggregate
Principal Balance (such amount to be allocated among the Lenders pro rata in accordance with their respective Pro Rata Share
of the outstanding Loans);


 


(g)                                 seventh, on each
Settlement Date, pro rata and pari passu,
to pay to any Secured Party any Secured Obligations (other than any amount
described in clauses (a) through (f)) above then due and payable (in the currency in which
such Secured Obligations are payable);


 


(h)                                 eighth, on each
Settlement Date, any remaining balances in the Company Concentration Accounts
(excluding the Payments Reserve Subaccount) shall be released to the Company
for application to payments in accordance with Sections 5.1(a) and (b) payable
on such date in accordance with the directions contained in the Daily Report
for such Settlement Date (provided, that,
payment under this sub-clause (h) shall
be made only
if (x) both before and after giving effect to such payment, no Termination
Event or Potential Termination Event or has occurred and is continuing and (y) no portion of
such funds is applied by the Company to make any payment which is restricted
pursuant to the provisos to Sections 5.1(a) and (b);


 


(i)                                     ninth, any remaining
amounts to be retained in the Company Concentration Accounts for application on
the following Business Day in accordance with Section 17
or Section 18, as applicable.


 


Notwithstanding
the foregoing, on any Settlement Date, at the request of the Master Servicer,
funds standing to the credit of the Company Concentration Accounts (but
excluding funds standing to the credit of the Payments Reserve Subaccounts and
the proceeds of Loans) shall be applied to the payment of the Outstanding
Amount 


 


33

















 


Advanced
(if any) prior to applying such funds to any other payment under this Section 17.2; provided that
both before and after giving effect to such payment no Termination Event or
Potential Termination has occurred and is continuing.


 


18.                               APPLICATION OF FUNDS AFTER
FACILITY TERMINATION DATE


 


18.1                         Application
of Collections


 


On the Facility Termination Date and on each Funding Business Day
thereafter until the Final Payout Date, the Company (or the Collateral Agent on
behalf of the Company) shall cause all Collections and other amounts in respect
of Receivables deposited into any Collection Account to be promptly deposited
to the applicable Company Concentration Account, in each case, no later than
the Funding Business Day immediately following the day on which such amounts
were deposited into such Collection Account.


 


18.2                         Priority
of payments after Facility Termination Date


 


On each Settlement Date occurring on or after the Facility Termination
Date, the Collateral Agent (acting on the instructions of the Administrative
Agent) shall on behalf of the Company apply all funds standing to the credit of
each Company Concentration Accounts (including the Payments Reserve Subaccounts
and any Servicer Advances) in the following order of priority:


 


(a)                                  first, on each
Settlement Date, in or towards satisfaction of the remuneration then payable to
the Liquidation Servicer or any Receiver appointed by the Collateral Agent and
any costs, charges, liabilities and expenses then incurred by the Liquidation
Servicer or such Receiver;


 


(b)                                 second, on each
Settlement Date, in and towards payment to the Collateral Agent of an aggregate
amount equal to (i) unpaid fees due and payable to the Collateral Agent in
accordance with the relevant Fee Letter; (ii) any unreimbursed Secured
Obligations owing to the Collateral Agent in respect of costs and expenses
incurred in connection with the enforcement of any of the Transaction Documents
or the collection of any amounts due thereunder and (iii) any amount equal
to all amounts payable to it pursuant to Sections 36.12
or 32 of this Agreement;


 


(c)                                  third ̧ on each
Settlement Date, pro rata and pari passu in and towards payment of amounts due to the
Administrative Agent in respect of accrued but unpaid fees payable to it;


 


(d)                                 fourth, on each
Settlement Date, pro rata and pari passu,
in and towards payment to the Lenders of the aggregate of accrued and unpaid
Interest (including Additional Interest);


 


(e)                                  fifth, on each
Settlement Date, pro rata and pari passu,
in and towards payment to the Lenders of any accrued but unpaid Commitment Fee;


 


(f)                                    sixth, on each
Settlement Date, pro rata and pari passu,
in and towards payment to the Lenders of an amount equal to the Aggregate
Principal Balance 


 


34

















 


(such amount to be allocated among the Lenders pro rata
in accordance with their respective Pro Rata Share thereof);


 


(g)                                 seventh, on each
Settlement Date, pro rata and pari passu,
in and towards payment to any Secured Party of any Secured Obligations (other
than any amount described in clauses (a) through
(f) above) then due and payable
(in the currency in which such Secured Obligations are payable);


 


(h)                                 eighth, on each
Settlement Date, in and towards payment to the Master Servicer of an amount
equal to the Master Servicer Fee, if any; and


 


(i)                                     ninth, the remaining
balance, if any, to the Company.


 


Notwithstanding
the foregoing, on any Settlement Date, at the request of the Master Servicer,
funds standing to the credit of the Company Concentration Accounts (but
excluding funds standing to the credit of the Payments Reserve Subaccounts and
the proceeds of Loans) shall be applied to the payment of the Outstanding
Amount Advanced (if any) prior to applying such funds to any other payment
under this Section 17.2; provided that both before and after giving effect to such
payment no Termination Event or Potential Termination has occurred and is
continuing.


 


19.                               MASTER SERVICING FEES


 


A monthly servicing fee (the “Monthly Servicing Fee”) shall be payable to the Master
Servicer on each Settlement Date for the preceding Settlement Period, in an
amount equal to the lesser of (a) 108% of the actual cost of servicing the
Receivables plus VAT and (b) the product of (i) the Servicing Fee
Percentage and (ii) the Aggregate Principal Balance of the Loans as of the
end of the preceding Settlement Period. 
Notwithstanding any other provision of this Agreement or any other
Transaction Document, (i) the Monthly Servicing Fee, payable to a
Successor Master Servicer shall be paid to the Liquidation Servicer so long as
the Liquidation Servicer has not resigned or been terminated and (ii) the
Monthly Servicing Fee shall be adjusted to effect the fees payable to the
Liquidation Servicer pursuant to the Liquidation Servicer Agreement.


 


20.                               REPORTS AND NOTICES


 


20.1                         Daily
Reports


 


On each Business Day, the
Company shall cause the Master Servicer to provide, and the Master Servicer
shall provide the Administrative Agent, each Funding Agent, the Collateral
Agent and the Liquidation Servicer with a Daily Report in accordance with Section 4.01 of the Servicing Agreement and
substantially in the form of Schedule 12 to
this Agreement, together with a copy of the Purchase Documents relating to each
transfer occurring pursuant to the Origination Agreements on such Business Day.
Each Funding Agent shall make copies of the Daily Report available to its
related Lenders, upon reasonable request, at such Funding Agent’s office at its
address as specified from time to time in accordance with Section 36.16.


 


20.2                         Monthly
Settlement Reports. On each Settlement Report Date the Company shall
cause the Master Servicer to deliver, and the Master Servicer shall deliver to
the 


 


35

















 


Collateral Agent, the
Administrative Agent, each Funding Agent and the Liquidation Servicer a Monthly
Settlement Report in the form of Schedule 13 to
this Agreement setting forth, among other things, the Loss Reserve Ratio, the
Dilution Reserve Ratio, the Minimum Ratio, the Required Reserve Ratio, the
Monthly Interest, the Additional Interest, the Carrying Cost Reserve Ratio, the
Servicing Reserve Ratio, the Monthly Servicing Fee, the Servicer Advances made
by the Master Servicer during the related Settlement Period, and the Aggregate
Principal Balance of Loans as of the end of the related Settlement Period, each
as recalculated taking into account the immediately preceding Settlement Period
and to be applied for the period commencing on (and including) such Settlement
Report Date and ending on (and not including) the next succeeding Settlement
Report Date.  Each Funding Agent shall
forward a copy of each Monthly Settlement Report to any of its related Lenders
upon request by any such Lender.


 


20.3                         Annual
Tax Statement. On or before January 31 of each calendar year (or
such earlier date as required by applicable law), the Master Servicer on behalf
of the Company shall furnish, or cause to be furnished, to each Person who at
any time during the preceding calendar year was a Lender, a statement prepared
by the Master Servicer containing the aggregate amount distributed to such
Person for such preceding calendar year or the applicable portion thereof
during which such Person was a Lender, together with such other information as
is required to be provided by an issuer of indebtedness under the Code and such
other customary information as the Master Servicer deems necessary to enable
the Lenders to prepare their tax returns. Such obligation of the Master
Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall have been provided by the
Administrative Agent, the related Funding Agent or the Master Servicer pursuant
to any requirements of the Code as from time to time in effect.


 


20.4                         Facility
Event/Distribution of Principal Notices. Upon the Company or the
Master Servicer obtaining actual knowledge of the occurrence of a Facility
Event, the Master Servicer shall give prompt written notice thereof to the
Collateral Agent, the Liquidation Servicer, the Administrative Agent and each
Funding Agent. As promptly as reasonably practicable after its receipt of
notice of the occurrence of a Facility Event, each Funding Agent shall give
notice to each related Lender. In addition, on the Business Day preceding each
day on which a distribution of principal is to be made during the Amortization
Period, the Master Servicer shall provide written notice to each Funding Agent
(with a copy to the Administrative Agent) setting forth the amount of principal
to be distributed on the related date to each Lender with respect to the
outstanding Loans.  As promptly as
reasonably practicable after its receipt of such notice, each Funding Agent
shall forward such notice to each related Lender.


 


21.                               TERMINATION EVENTS


 


21.1                         Termination
Events


 


If any one of the following
events (each, a “Termination Event”), shall occur,
in each case after giving effect to the lapse of any grace period, the giving
of any notice or making of any determination applicable thereto:


 


(a)                                  an Insolvency
Event shall have occurred with respect to the Company, any Originator or
Huntsman International;


 


36
















 


(b)                                the Company shall
become an “investment company” or “controlled” by an “investment company”
within the meaning of the 1940 Act;


 


(c)                                 no Successor
Master Servicer shall have been appointed and accepted such appointment
pursuant to and within the grace period set forth in the Servicing Agreement
following a Master Servicer Default;


 


(d)                                a Program
Termination Event shall have occurred and be continuing under any Origination
Agreement;


 


(e)                                 (i)             failure on the part of the
Master Servicer to direct any payment or deposit to be made, or failure of any
payment or deposit to be made, in respect of amounts owing on (A) in
respect of any Interest (or amounts derived from it including Accrued Expense
Adjustment or Accrued Expense Amount), (B) in respect of any Daily
Interest Expense (or amounts derived from it including Accrued Expense
Adjustment or Accrued Expense Amount), or (C) the Commitment Fee, in each
case within one (1) Business Day after the date such interest or
Commitment Fee is due;


 


(ii)           failure on the part of the
Master Servicer to direct any payment or deposit to be made in respect of any
other amount owing on the Loans within one (1) Business Day after the date
such amount is due or such deposit is required to be made; or


 


(iii)          failure on the part of the
Master Servicer to direct any payment or deposit to be made, or of the Company
to make any payment or deposit in respect of any other amounts owing by the
Company, under any this Agreement or the Servicing Agreement to or for the
benefit of any of the Secured Parties within two (2) Business Days after
the date such amount is due or such deposit is required to be made;


 


(f)                                   failure on the
part of the Company duly to observe or perform in any material respect any
covenant or agreement of the Company set forth in this Agreement or the
Servicing Agreement that continues unremedied fifteen (15) Business Days after
the earlier of (i) the date on which a Responsible Officer of the Company
or a Responsible Officer of the Master Servicer has knowledge of such failure
and (ii) the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Company by the Administrative
Agent at the direction of the Majority Lenders;


 


(g)                                any
representation or warranty made or deemed made by the Company in this Agreement
or any Transaction Document shall prove to have been incorrect in any material
respect when made or when deemed made that continues to be incorrect fifteen
(15) Business Days after the earlier of (i) the date on which a
Responsible Officer of the Company or a Responsible Officer of the Master
Servicer has knowledge of such failure and (ii) the date on which notice
of such failure, requiring the same to be remedied, shall have been given to
the Company by the Administrative Agent at the direction of the Majority
Lenders and as a result of such incorrectness, the interests, rights or
remedies of the Collateral Agent or the Lenders have been materially and
adversely affected;


 


37





















 


(h)                                a Master Servicer
Default shall have occurred and be continuing;


 


(i)                                    a Program
Termination Event shall have occurred and be continuing with respect to any
Originator; provided, however,
that the Administrative Agent acting at the direction of all Lenders may waive
any such event, as determined in the sole discretion of the Lenders;


 


(j)                                    any of the
Servicing Agreement, this Agreement or the Origination Agreements shall cease,
for any reason, to be in full force and effect, or the Company, the Master
Servicer, an Originator or any Affiliate of any of the foregoing, shall so
assert in writing;


 


(k)                                 the Collateral
Agent shall for any reason cease to have a continuing first priority perfected
security interest in any or all of the Collateral (subject to no other Liens
other than any Permitted Liens) or any of the Master Servicer, the Company, an
Originator or any Affiliate of any of the foregoing, shall so assert;


 


(l)                                    a Federal tax
notice of a Lien shall have been filed against the Company unless there shall
have been delivered to the Administrative Agent proof of release of such Lien;


 


(m)                              a notice of a
Lien shall have been filed by the PBGC against the Company under Section 412(n) of
the Code or Section 302(f) of ERISA for a failure to make a required
installment or other payment to a plan to which Section 412(n) of the
Code or Section 302(f) of ERISA applies unless there shall have been
delivered to the Administrative Agent proof of the release of such Lien;


 


(n)                                the Percentage
Factor exceeds 100% unless the Company reduces the Aggregate Principal Balance
of the Loans or increases the balance of the Eligible Receivables within five (5) Business
Days after the date upon which the Percentage Factor exceed 100% so as to
reduce the Percentage Factor to less than or equal to 100%;


 


(o)                                the average
Dilution Ratio for the three (3) preceding Settlement Periods exceeds
4.00%;


 


(p)                                the average Aged
Receivables Ratio for the three (3) preceding Settlement Periods exceeds
2.5%;


 


(q)                                the average
Delinquency Ratio for the three (3) preceding Settlement Periods exceeds
5.0%;


 


(r)                                   except with
respect to the U.S. Securitization Facility, the Servicer Guarantor or any of
its Subsidiaries shall default in the observance or performance of any
agreement or condition relating to any of its outstanding Indebtedness or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause such Indebtedness to become due
prior to its stated maturity; provided, however,
that no Termination Event shall be deemed to occur under this paragraph unless
the aggregate amount of 


 


38





















 


Indebtedness in respect of which any default or other event or condition
referred to in this paragraph shall have occurred shall be equal to at least
$50,000,000 or, with respect to the U.S. Securitization Facility, a Designated
Amortization Period shall occur;


 


(s)                                 any action, suit,
investigation or proceeding at law or in equity (including injunctions, writs
or restraining orders) shall be brought or commenced or filed by or before any
arbitrator, court or Governmental Authority against the Company or the Master
Servicer or any properties, revenues or rights of any thereof which could
reasonably be expected to have a Material Adverse Effect;


 


(t)                                   one or more
judgments or decrees shall be entered against the Servicer Guarantor or the
Company involving in the aggregate a liability (not paid or fully covered by
insurance) of (i) with respect to the Servicer Guarantor, $50,000,000 or (ii) with
respect to the Company, $25,000 or more and such judgments or decrees shall not
have been vacated, discharged, stayed or bonded pending appeal within thirty
(30) days after the entry thereof;


 


(u)                                a Change of
Control shall occur; or


 


(v)                                notwithstanding Sections 26.3(s) and 36.3 of this
Agreement, a merger or transaction involving Huntsman International, the
Company or an Originator (the “relevant entity”),
whereby it is not the surviving entity; provided,
however, that no Termination Event shall be deemed to occur under this
paragraph if (A) such merger or transaction does not, in the reasonable
opinion of the Administrative Agent and the Funding Agents, have a Material
Adverse Effect with respect to the relevant entity and (B) legal opinions
in form and substance satisfactory to the Administrative Agent and each Funding
Agent are delivered to the Collateral Agent, the Administrative Agent and each
Funding Agent,


 


then, in the case of (x) any
event described in Section 21.1(a) through
(d), automatically without any notice
or action on the part of the Administrative Agent or the Lenders, an Early
Amortization Period shall immediately commence or (y) any other event
described above, after the applicable grace period (if any) set forth in the
applicable Section, the Administrative Agent may, and at the written direction
of any Funding Agent, shall, by written notice then given to the Company and
the Master Servicer, declare that the “Facility Termination Date”
has occurred and an Early Amortization Period has commenced as of the date of
such notice (any such period under Section (x) or
(y) above, a “Early
Amortization Period”).


 


The Master Servicer shall
notify the Administrative Agent, each Funding Agent and the Collateral Agent in
writing of the occurrence of such Facility Termination Date and the
commencement of the Early Amortization Period, specifying the date of the
occurrence of such event.


 


Upon the commencement against
the Company, any Originator or Huntsman International of a case, proceeding or
other action described in clause (ii) of
the definition of “Insolvency Event”, the Company shall cease to accept
contributions of Receivables from the Contributor until such time, if any, as
such case, proceeding or 


 


39

















 


other action is vacated,
discharged, or stayed or bonded pending appeal. If an Insolvency Event with
respect to the Company occurs, the Company shall immediately cease to accept
contributions of Receivables from the Contributor. The entity with respect to
which such Insolvency Event has occurred, shall promptly give written notice to
the Administrative Agent, each Funding Agent and the Collateral Agent of such
occurrence. Notwithstanding the foregoing, Receivables and other Collateral in
which a security interest was granted in favor of the Collateral Agent prior to
the occurrence of such Insolvency Event and Collections in respect of such Receivables
and interest, whenever created, accrued in respect of such Receivables, shall
continue to be a part of the Collateral.


 


21.2                          Rights upon the Occurrence of Certain Events


 


(a)                                 If after the
occurrence of an Insolvency Event with respect to the Company, any Originator
or Huntsman International, any Secured Obligations have not been paid to the
Secured Parties, the Company as legal and beneficial owner of the Receivables
acknowledges that the Collateral Agent may at the direction of the Majority Lenders,
direct the Liquidation Servicer to sell, dispose of, or otherwise liquidate the
Receivables in a commercially reasonable manner and on commercially reasonable
terms, which shall include the solicitation of competitive bids and the
Collateral Agent shall cause the Liquidation Servicer to consummate the sale,
liquidation or disposition of the Receivables as provided above with the
highest bidder for the Receivables; provided, however
that, in the event that derecognition of assets under U.S. GAAP is sought by
Huntsman International, neither Huntsman International nor any of its
Affiliates shall participate in any bidding for the Receivables. The Company
hereby expressly waives any rights of redemption or rights to receive notice of
any such sale except as may be required by law. All reasonable costs and
expenses incurred by the Liquidation Servicer in such sale shall be
reimbursable to the Liquidation Servicer as provided in Section 36.12.


 


(b)                                The proceeds from
the sale, disposition or liquidation of the Receivables pursuant to clause (a) above shall be treated as Collections on the
Receivables and such proceeds shall be released to the Liquidation Servicer in
an amount equal to the amount of any expenses incurred by the Liquidation
Servicer acting in its capacity as Liquidation Servicer under this Section 21.2 that have not otherwise been reimbursed
and the remainder, if any, will be distributed to the Secured Parties after
immediately being deposited in the Company Concentration Account of the
relevant Approved Currency.


 


(c)                                 Upon the
occurrence of a Termination Event or a Potential Termination Event, the
Administrative Agent may, or shall at the written direction of any Funding
Agent, direct each Obligor to make all payments with respect to Receivables directly
to the Company Concentration Account in the relevant currency.


 


21.3                          Effect of the Facility Termination Date


 


If
the Facility Termination Date shall have occurred pursuant to Section 21.1, the Lenders, the Administrative Agent and
the Collateral Agent shall have, in addition to the rights and remedies which
they may have under this Agreement and the other 


 


40

















 


Transaction
Documents, all other rights and remedies provided at law or equity, all of
which rights and remedies shall be cumulative.


 


21.4                          Acceleration of Maturity


 


(a)                                 If the Facility
Termination Date pursuant to Section 21.1 shall
have occurred, then and in every such case the Administrative Agent may, and if
so directed by the Majority Lenders shall, declare all of the Loans to be
immediately due and payable by a notice in writing to the Company and the
Master Servicer, and upon any such declaration the unpaid principal amount of
the Loans, together with accrued and unpaid interest thereon through the date
of acceleration, shall become immediately due and payable in accordance with
the Post-Enforcement Priority of Payments.


 


22.                                COLLATERAL AGENT’S RIGHTS AFTER
THE FACILITY TERMINATION DATE


 


(a)                                 The Collateral
Agent may (and if so directed by the Administrative Agent (acting on the
instructions of the Majority Lenders), shall) at any time following the
occurrence of the Facility Termination Date pursuant to Section 21.1,
have the Company Concentration Account transferred into the name of the Collateral
Agent for the benefit of the Secured Parties and, in each case, may take such
actions to effect such transfer or assumption as it may determine to be
necessary or appropriate (including delivering the notices attached to the
applicable Security Documents).


 


(b)                                At any time
following the occurrence of the Facility Termination Date pursuant to Section 21.1:


 


(i)                                    At the Collateral
Agent’s request (acting either on its own initiative or at the request of the
Administrative Agent (acting on the instructions of the Majority Lenders)) and
at the Company’s expense, the Company shall, or shall cause the Master Servicer
to, on behalf of the Company, (and if the Master Servicer shall fail to do so
within five (5) Business Days, the Collateral Agent may but shall not be
obliged to):


 


(A)                             notify each
Obligor of Pool Receivables of the transfer, sale and assignment of the Pool
Receivables and the other Receivable Assets with respect thereto pursuant to
the Transaction Document and of the Lender’s ownership of, and the Collateral
Agent’s security interest in, the Pool Receivables and the other Receivable
Assets with respect thereto;


 


(B)                               direct such
Obligors that payments under any Pool Receivable and the other Receivable
Assets with respect thereto be made directly to the Collateral Agent or its
designee; and / or


 


(C)                               execute any power
of attorney or other similar instrument and/or take any other action necessary
or desirable to give effect to such notice and directions, including any action
required to be taken so that the obligations or other indebtedness of such
Obligors in respect of any Pool 


 


41





















 


Receivables and any other
Receivable Assets with respect thereto may no longer be legally satisfied by
payment to the applicable Originator or any of its Affiliates.


 


(ii)                                 At the Collateral
Agent’s request (acting either on its own initiative or at the request of the
Administrative Agent (acting on the instructions of the Majority Lenders)) and
at the Company’s expense, the Company shall, or shall cause the Master Servicer
to, on behalf of the Company:


 


(A)                             assemble all of
the Contracts, documents, instruments and other records (including computer
tapes and disks) that evidence or relate to the Collateral, or that are otherwise
necessary or desirable to collect the Collateral, and shall make the same
available to the Collateral Agent at a place selected by the Collateral Agent
or its designee; and


 


(B)                               segregate all
cash, cheques and other instruments received by it from time to time
constituting Collections of Collateral in a manner acceptable to the Collateral
Agent and, promptly upon receipt, remit all such cash, cheques and instruments,
duly endorsed or with duly executed instruments of transfer, to the Collateral
Agent or its designee.


 


(c)                                  The Company
authorizes the Collateral Agent, following the occurrence of the Facility
Termination Date pursuant to Section 21.1,
to take any and all steps in the Company’s name and on behalf of the Company
that are necessary or desirable, in the determination of the Collateral Agent,
to collect amounts due under the Collateral, including:


 


(i)                                    to the extent
permitted under applicable law, endorsing the Company’s name and the name of
any other Transaction Party entitled thereto on cheques and other instruments
representing Collections; and


 


(ii)                                 enforcing the
Receivables and the other Receivable Assets and the Security Documents and
other Transaction Documents, including the appointment of a collection agent,
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 therewith and to file any claims or take any action or institute any
proceedings that the Collateral Agent (or such designee) may deem to be
necessary or desirable for the collection thereof or to enforce compliance with
the terms and conditions of, or to perform any obligations or enforce any
rights of the Company or any other Transaction Party in respect of, the
Receivables and the other Receivable Assets and the other Transaction
Documents.


 


42





















 


PART 8

REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS


 


23.                                REPRESENTATIONS AND WARRANTIES OF
THE COMPANY


 


The Company hereby represents
and warrants to the Master Servicer, the Lenders, each Funding Agent, the
Collateral Agent and the Administrative Agent, as of the date hereof, each
Borrowing Date and each Settlement Date, that:


 


(a)                                 Organization:
Powers. It (i) is duly formed, validly existing and in
good standing under the laws of the jurisdiction of its organization, (ii) has
all requisite power and authority to own its property and assets and to carry
on its business as now conducted and as proposed to be conducted, (iii) is
qualified to do business in, and is in good standing in, every jurisdiction
where the nature of its business so requires, except where the failure so to
qualify could not reasonably be expected to result in a Material Adverse Effect
with respect to it and (iv) has the limited liability company power and
authority to execute, deliver and perform its obligations under this Agreement,
each of the other Transaction Documents to which it is a party and each other
agreement or instrument contemplated hereby or thereby to which it is or will
be a party.


 


(b)                                Authorization.
The execution, delivery and performance by it of each of the Transaction
Documents to which it is a party and the performance of the Transactions (i) have
been duly authorized by all requisite company and, if applicable and required,
member action and (ii) will not (A) violate (1) any Requirements
of Law applicable to it or (2) any provision of any Transaction Document
or any other material Contractual Obligation to which it is a party or by which
it or any of its property is or may be bound, (B) be in conflict with,
result in a breach of or constitute (alone or with notice or lapse of time or
both) a default under, or give rise to any right to accelerate or to require
the prepayment, repurchase or redemption of any obligation under any
Transaction Document or any other material Contractual Obligation to which it
is a party or by which it or any of its property is or may be bound, or (C) result
in the creation or imposition of any Lien upon or with respect to any property
or assets now owned or hereafter acquired by it (other than Permitted Liens).


 


(c)                                 Enforceability.
This Agreement has been duly executed and delivered by it and
constitutes, and each other Transaction Document to which it is a party when
executed and delivered by it will constitute, a legal, valid and binding
obligation of it enforceable against it in accordance with its respective
terms, subject (a) to applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the enforcement of creditors rights
generally, from time to time in effect and (b) to general principles of
equity (whether enforcement is sought by a proceeding in equity or at law).


 


(d)                                Governmental
Approvals. No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority is or will be
required in connection with the Transaction Documents, except for (i) the
filing of UCC financing statements (or similar filings) in any applicable
jurisdictions necessary to perfect the Collateral Agent’s security interest in
the 


 


43





















 


Receivables and (ii) such as have been made or obtained and are in
full force and effect; provided, that it makes no representation or warranty as
to whether any action, consent, or approval of, registration or filing with or
any other action by any Governmental Authority is or will be required in
connection with the distribution of the Certificates and Interests.


 


(e)                                 Litigation:
Compliance with Laws


 


(i)                                    there are no
actions, suits or proceedings at law or in equity or by or before any
Governmental Authority now pending or, to its knowledge, threatened against it
or affecting it or any of its properties, revenues or rights (i) in
connection with the execution and delivery of the Transaction Documents and the
consummation of the Transactions contemplated thereunder, (ii) which could
reasonably be expected to materially affect adversely the income tax or
franchise tax attributes of the Company under the United States federal or any
state or franchise tax systems or (iii) for which there exists a
reasonable likelihood of an outcome that would result in a Material Adverse
Effect with respect to it;


 


(ii)                                 it is not in
default with respect to any judgment, writ, injunction, decree or order of any
Governmental Authority, which would reasonably be expected to have a Material
Adverse Effect with respect to it; and


 


(iii)                              it has complied
with all applicable provisions of its organizational or governing documents and
any other Requirements of Law with respect to it, its business and properties
and the Collateral.


 


(f)                                   Agreements


 


(i)                                    it has no
Contractual Obligations other than (A) the Transaction Documents to which
it is a party and the other contractual arrangements permitted thereby or
contemplated thereunder and (B) any other agreements or instruments that
it is not prohibited from entering into by Section 26.3(f) and
that, in the aggregate, neither contain payment obligations or other
liabilities on the part of it in excess of $100,000 nor would upon default
result in a Material Adverse Effect. Other than the restrictions created by the
Transaction Documents, it is not subject to any limited liability company
restriction that could reasonably be expected to have a Material Adverse Effect
with respect to it; and


 


(ii)                                 it is not in
default in any material respect under any provision of any Transaction Document
or any other material Contractual Obligation to which it is a party or by which
it or any of its properties or assets are or may be bound.


 


44





















 


(g)                                Federal
Reserve Regulations


 


(i)                                    it is not engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock; and


 


(ii)                                 no part of the
proceeds from the issuance of any Investor Certificates will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately,
for any purpose that entails a violation of, or that is inconsistent with, the
provisions of the regulations of the Board, including Regulation T, Regulation
U or Regulation X.


 


(h)                                Investment
Company Act. It is not an “investment company” as defined in, or
subject to regulation under, the 1940 Act nor is it “controlled” by a company
defined as an “investment company” or subject to regulation under the 1940 Act.


 


(i)                                    No
Termination Event. No Termination Event or Potential Termination Event
has occurred and is continuing.


 


(j)                                    Tax
Classification. Neither the Company nor any member of the Company
has elected or taken any action that would cause the Company to be classified
as a partnership or corporation for U.S. tax purposes.


 


(k)                                 Tax
Returns. It has filed or caused to be filed all material tax returns and has
paid or caused to be paid or made adequate provision for all taxes due and
payable by it and all assessments received by it except to the extent that any
failure to file or nonpayment (i) is being contested in good faith or (ii) could
not reasonably be expected to result in a Material Adverse Effect with respect
to it.


 


(l)                                    Location
of Records. The offices at which the Company keeps its records
concerning the Receivables either (x) are located at the address set forth
on Schedule 7 hereto and at the addresses
set forth for the relevant Originator on Schedule 2 of
the related Origination Agreement or (y) the Company has notified the
Collateral Agent of the location thereof in accordance with the provisions of Section 26.3(h).


 


(m)                              Solvency. No Insolvency Event
with respect to it has occurred and the granting of security interests in the
Collateral by it to the Collateral Agent has not been made in contemplation of
the occurrence thereof. Both prior to and after giving effect to the
transactions occurring on each Initial Borrowing Date, (i) the fair value
of its assets at a fair valuation will exceed its debts and liabilities,
subordinated, contingent or otherwise; (ii) the present fair salable value
of its property will be greater than the amount that will be required to pay
its probable liability on its debts and other liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; (iii) it will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (iv) it will not have unreasonably small capital
with which to conduct the business in which it is engaged as such business is
now conducted 


 


45





















 


and is proposed to be conducted. For all purposes of clauses (i) through (iv) above,
the amount of contingent liabilities at any time shall be computed as the
amount that, in the light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual
or matured liability. It does not intend to, nor does it believe that it will,
incur debts beyond its ability to pay such debts as they mature, taking into
account the timing of and amounts of cash to be received by it and the timing
of and amounts of cash to be payable in respect of its Indebtedness.


 


(n)                                Subsidiaries. It has no
Subsidiaries and 100% of its membership interest is owned by Huntsman
International.


 


(o)                                Names. Its legal name
is as set forth in this Agreement. It has no trade names, fictitious names,
assumed names or “doing business as” names.


 


(p)                                Liabilities. Other than (i) the
liabilities, commitments or obligations (whether absolute, accrued, contingent
or otherwise) arising under or in respect of the Transaction Documents, (ii) immaterial
amounts due and payable in the ordinary course of business of a special-purpose
company, it does not have any liabilities, commitments or obligations (whether
absolute, accrued, contingent or otherwise), whether due or to become due, and (iii) all
amounts described in clauses (i) and
(ii) above shall be payable solely
from funds available to it which are not otherwise required to be applied to
the payment of any amounts owed by it pursuant to any Servicing Agreement.


 


(q)                                Collection
Procedures. It has not acted in contravention of any Policies
with respect to the Receivables.


 


(r)                                   Collection
Accounts and the Company Concentration Accounts. Except to the extent
otherwise permitted under the terms of this Agreement, the Collection Accounts
and the Company Concentration Accounts are free and clear of any Lien (except
for Permitted Liens).


 


(s)                                 No
Material Adverse Effect. Since the Effective Date, no event has
occurred which has had a Material Adverse Effect with respect to it.


 


(t)                                   Bulk
Sales. The execution, delivery and performance of this Agreement do not
require compliance with any “bulk sales” law by the Company in the United
States.


 


(u)                                Baker & McKenzie UK Tax Opinion. The statements of
fact assumed at paragraphs 3.1 to 3.6 (inclusive) of the UK Tax Opinion of
Baker & McKenzie LLP dated on or about the Signing Date and provided
in connection with certain UK tax implications for the Company and the
Contributor of the transactions contemplated by the Transaction Documents are
correct.  For the avoidance of doubt, no
representation is made in this sub-paragraph (u) in respect of matters of
law or legal judgment.


 


(v)                                United
Kingdom - Secondary Corporation Tax Liabilities.  There are no circumstances in existence which
could cause the Company or the Contributor to have any liabilities under Section 132
of the United Kingdom Finance Act


 


46




















 


1988, sections 767A or 767AA of the Income and Corporation Taxes Act
1988 or sections 139(7), 179 or 190 of the Taxation of Chargeable Gains Act
1992.


 


(w)                              Enforceability
of Contracts. Each Contract with respect to each Eligible
Receivable is effective to create, and has created, a legal, valid and binding
obligation of the related Obligor to pay the Principal Amount of the Eligible
Receivable created thereunder and any accrued interest thereon, enforceable
against the Obligor in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws relating to or limiting creditors’ rights generally and by general
principles of equity (regardless of whether enforcement is sought in a proceeding
in equity or at law).


 


(x)                                  Accounting. The manner in
which the Company accounts for the transactions contemplated by this Agreement
and the Origination Agreements is not inconsistent with the assumptions and
factual recitations set forth in the Specified Bankruptcy Opinion Provisions.


 


(y)                                Financial
Information. All balance sheets, all statements of income and of
cash flow and all other financial information of the Company and each of
Huntsman International and its Subsidiaries (other than projections) furnished
to the Company, the Administrative Agent, any Funding Agent or any Lender have
been and will be prepared in accordance with GAAP consistently applied, and do
or will present fairly the consolidated financial condition of the Persons covered
thereby as at the dates thereof and the results of their operations for the
periods then ended; provided that unaudited financial statements of the Company
and each of Huntsman International and its Subsidiaries have been prepared
without footnotes, without reliance on any physical inventory and are subject
to year-end adjustments. Any projections furnished by the Company or by any
Responsible Officer of Huntsman International or an Originator to the Company,
the Administrative Agent, any Funding Agent or any of the Lenders for purposes
of or in connection with this Agreement shall be, at the time so furnished,
based upon estimates and assumptions stated therein, all of which the Company,
Huntsman International and the Originators believe to be reasonable and fair in
light of conditions and facts known to such Persons at such time and reflect
the good faith, reasonable and fair estimates by such Persons of the future
performance of such Person and the other information projected therein for the
periods set forth therein.


 


(z)                                  Accuracy
of Information.  All
information (other than projections) heretofore furnished by the Company, the
Master Servicer, or by any Originator or any Responsible Officer of any of them
to the Administrative Agent, any Funding Agent or any Lender for purposes of or
in connection with this Agreement, any of the other Transaction Documents or
any transaction contemplated hereby or thereby is, and all such information
hereafter furnished by such Person or any such Responsible Officer to the
Administrative Agent, any Funding Agent or any Lender will be, true and
accurate in every material respect on the date such information is stated or
certified and does not and will not contain any material misstatement of fact
or omit to state a material fact or any fact necessary to make the statements
contained therein not misleading.


 


47





















 


(aa)                            No
Establishment in UK.  The Company
has no establishment, branch or place of business in the United Kingdom.


 


Upon discovery by a
Responsible Officer of the Company or the Master Servicer of a breach of any of
the foregoing representations and warranties, the party discovering such breach
shall give prompt written notice to the other parties and to the Administrative
Agent, each Funding Agent, the Lenders and the Collateral Agent.


 


24.                                REPRESENTATIONS AND WARRANTIES OF
THE COMPANY RELATING TO THE RECEIVABLES


 


The Company hereby represents
and warrants to the Master Servicer, the Lenders, the Funding Agents, the Administrative
Agent and the Collateral Agent, with respect to each Receivable, that:


 


(a)                                 Receivables
Description. As of the related Receivables Contribution Date, the
Daily Report delivered or transmitted pursuant to Section 26.2(u) sets
forth in all material respects a complete listing of all Receivables (and any
items of Related Property), acquired by the Company on the related Receivables
Contribution Date and in which a security interest is granted to the Collateral
Agent and the information contained in the Daily Report with respect to each
such Receivable is true and correct (except for any errors or omissions that do
not result in material impairment of the interests, rights or remedies of the
Collateral Agent or the Lenders with respect to any Receivable) as of the
related Receivables Contribution Date.


 


(b)                                No Liens. Each Eligible
Receivable existing on the Initial Borrowing Date or, in the case of Eligible
Receivables acquired by the Company after the Initial Borrowing Date, on the
related Receivables Contribution Date was, on such date, free and clear of any
Lien, except for Permitted Liens.


 


(c)                                 Eligible
Receivable. Each Receivable acquired by the Company that is
included in the calculation of the Aggregate Receivables Amount is an Eligible
Receivable and, in the case of Receivables acquired by the Company after the
Initial Borrowing Date, on the related Receivables Contribution Date, each such
Receivable that is included in the calculation of the Aggregate Receivables
Amount on such Receivables Contribution Date is an Eligible Receivable.


 


(d)                                Filings. All filings and
other acts required to permit the Company (or its permitted assignees or
pledgees) to provide any notification subsequent to the applicable Receivables
Contribution Date (without materially impairing the Collateral Agent’s security
interest in the Collateral and without incurring material expenses in
connection with such notification) necessary under the applicable UCC or under
other applicable laws of jurisdictions outside the United States (to the extent
applicable) shall have been made or performed in order to grant the Collateral
Agent on the applicable Receivables Contribution Date a continuing first
priority perfected security interest in respect of all Receivables and Related Property.


 


48





















 


(e)                                 Policies. Since the
Initial Borrowing Date, to its knowledge, there have been no material changes
in the Policies, other than as permitted hereunder.


 


The representations and
warranties as of the date made set forth in this Section 24
shall survive the grant of the security interest in the Collateral to the
Collateral Agent. Upon discovery by a Responsible Officer of the Company or the
Master Servicer of a breach of any of the representations and warranties (or of
any Receivable encompassed by the representation and warranty in Section 24(c) not being an Eligible Receivable as
of the relevant Receivables Contribution Date), the party discovering such
breach shall give prompt written notice to the other parties and to the
Administrative Agent, each Funding Agent, the Lenders and the Collateral Agent.


 


25.                                REPRESENTATIONS AND WARRANTIES OF
THE COMPANY, THE MASTER SERVICER AND THE CONTRIBUTOR


 


(a)                                 Servicing
Agreement. The Company and the Master Servicer each hereby
represents and warrants to the Collateral Agent, the Administrative Agent, each
Funding Agent and the Lenders that each and every of their respective
representations and warranties contained in the Servicing Agreement and each
other Transaction Document to which it is a party is true and correct as of the
date hereof, each Borrowing Date and each Settlement Date.


 


(b)                                Collectability.
The Company hereby represents and warrants to the Administrative Agent,
each Funding Agent, the Lenders and the Collateral Agent on each Receivables
Contribution Date that since the Effective Date, no material adverse change has
occurred in the overall rate of collection of the Receivables.


 


(c)                                 Material
Agreements.  The Master
Servicer and Contributor hereby represent and warrant to the Collateral Agent,
the Administrative Agent, each Funding Agent and the Lenders that: (i) Schedule 15 attached hereto sets forth all documents
material to the business of the Contributor and its subsidiaries on a
consolidated basis and included in the public filings of the Contributor
relating to Indebtedness or Liens of the Contributor or the Company (the “Material Agreements”) and (ii) there are no financing
statements covering the RLA Collateral filed against the Contributor other than
those filed in connection with the Material Agreements and naming Deutsche Bank
AG as secured party.


 


(d)                                Accounts. The Company, the Master
Servicer and the Contributor hereby represent and warrant to the Administrative
Agent, each Funding Agent, the Lenders and the Collateral Agent that Schedule 6 hereto identifies each Collection Account and
each Company Concentration Account, and subaccounts thereof by setting forth
the account number of each such account and subaccount, the currency of the
Collections or other amounts to be deposited into such account, the location of
such account, the account designation of each such account and the name of the
institution with which each such account has been established.


 


49





















 


(e)                                  Anti-Terrorism Law.  The
Company and the Contributor hereby represent, warrant and covenant to the
Administrative Agent, each Funding Agent, the Lenders and the Collateral Agent
for the term of this Agreement that:


 


(i)                                    none of the Company,
the Master Servicer, the Contributor, any Originator or any Affiliate of any of
the foregoing is in violation of any laws relating to terrorism or money
laundering (“Anti-Terrorism Law”), including
Executive Order No. 13224 on Terrorist Financing, effective September 24,
2001 (the “Executive Order”), and the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, Public Law 107-56; and


 


(ii)                                 none of the
Company, the Master Servicer, the Contributor, any Originator or any Affiliate
or broker or other agent of any of the foregoing, acting or benefiting in any capacity in
connection with its obligations hereunder or under the other Transaction
Documents, is any of the following:


 


(A)                             a Person that is listed in the
annex to, or is otherwise subject to the provisions of, the Executive Order;


 


(B)                               a Person owned or controlled
by, or acting for or on behalf of, any Person that is listed in the annex to,
or is otherwise subject to the provisions of, the Executive Order;


 


(C)                               a Person which the Company, the
Master Servicer, the Contributor or any Originator is prohibited from dealing or otherwise
engaging in any transaction with by any Anti-Terrorism Law;


 


(D)                              a Person that commits,
threatens or conspires to commit or supports “terrorism” as defined in the
Executive Order; or


 


(E)                                a Person that is named as a “specially
designated national and blocked person” on the most current list published by
the U.S. Treasury Department, Office of Foreign Assets Control at its official
website or any replacement website or other replacement official publication of
such list.


 


26.                                 COVENANTS


 


26.1                           Affirmative Covenants of the Company


 


The
Company hereby covenants that it shall (or with respect to clauses (a),
(d)(ii), (l) and (n), it shall
direct the Master Servicer on its behalf to):


 


(a)                                 Annual
Opinion. Deliver (or request the Master Servicer to deliver) to
the Collateral Agent, each Funding Agent and the Administrative Agent an
Opinion of Counsel substantially in the form of Schedule 9
(with such modifications as are reasonably acceptable to the Collateral Agent,
each 


 


50





















 


Funding Agent and the Administrative Agent), on
the anniversary of the date hereof.


 


(b)                                Payment
of Obligations; Compliance with Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature (including all taxes, assessments,
levies and other governmental charges imposed on it), except where the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Company. The Company shall defend the security
interest of the Collateral Agent in, to and under the Receivables and the other
Collateral, whether now existing or hereafter created, against all claims of
third parties. The Company will duly fulfill all obligations on its part to be
fulfilled under or in connection with the Receivables and the Collateral and
will do nothing to impair the rights of the Collateral Agent in the Receivables
and the Collateral.


 


(c)                                 Books and
Records. Keep proper books of records and account in which entries in
conformity in all material respects with GAAP shall be made of all dealings and
transactions in relation to its business and activities.


 


(d)                                Compliance
with Law and Policies


 


(i)                                    comply with all
Requirements of Law, the provisions of the Transaction Documents and all other
material Contractual Obligations applicable to the Company except where the
failure to so comply would not reasonably be expected to have a Material
Adverse Effect; and


 


(ii)                                 perform its
obligations in accordance with the Policies, as amended from time to time in
accordance with the Transaction Documents, in regard to the Receivables and the
Receivables Assets.


 


(e)                                 Purchase
of Receivables. Purchase Receivables solely in accordance with the
Origination Agreements.


 


(f)                                   Delivery
of Collections. In the event that the Company receives Collections
directly from Obligors and in pursuance of the security interests granted by
the Company hereunder, deliver and deposit, endorse, if applicable, to the
Collateral Agent for deposit into the applicable Collection Account or deposit
an amount equal to such Collections directly into the applicable Company
Concentration Account within one (1) Business Day after its receipt
thereof.


 


(g)                                Notices. Promptly give
written notice to the Collateral Agent, each Funding Agent and the
Administrative Agent of the occurrence of any Liens on Receivables (other than
Permitted Liens), any Facility Event, the statement of a Responsible Officer of
the Company setting forth the details of such Facility Event and the action
taken, or which the Company proposes to take, with respect thereto.


 


51





















 


(h)                                Collection
Accounts and Company Concentration Accounts. Take all reasonable actions
necessary to ensure that the Collection Accounts and the Company Concentration
Accounts shall be free and clear of, and defend the Collection Accounts and the
Company Concentration Accounts against, Liens (other than Permitted Liens), any
writ, order, stay, judgment, warrant of attachment or execution or similar
process.


 


(i)                                    Separate
Company Existence


 


(i)                                    maintain its own
deposit account or accounts, separate from those of any Affiliate, with
commercial banking institutions and ensure that the funds of the Company will
not be diverted to any other Person or for other than uses of the Company, not
commingle such funds with the funds of any Originator or any Subsidiary or
Affiliate of any Originator; provided, however, that the foregoing restriction shall not preclude
Collections from inadvertently being commingled with any Originator’s funds or
with an Originator’s funds in the Collection Accounts for a period of time not
to exceed one (1) Local Business Day or preclude the Company from making,
in accordance with the Transaction Documents, a distribution to the Contributor
in respect of its membership interests in accordance with the provisions of Section 26.3(l);


 


(ii)                                 to the extent
that it shares the same officers or other employees as any of its members or
Affiliates, the salaries of and the expenses related to providing benefits to
such officers and other employees shall be fairly allocated among such
entities, and each such entity shall bear its fair share of the salary and
benefit costs associated with all such common officers and employees;


 


(iii)                              to the extent
that it jointly contracts with any of its members or Affiliates to do business
with vendors or service providers or to share overhead expenses, the costs
incurred in so doing shall be allocated fairly among such entities, and each
such entity shall bear its fair share of such costs. To the extent that the
Company contracts or does business with vendors or service providers where the
goods and services provided are partially for the benefit of any other Person,
the costs incurred in so doing shall be fairly allocated to or among such
entities for whose benefit the goods or services are provided, and each such
entity shall bear its fair share of such costs. All material transactions
between the Company and any of its Affiliates, whether currently existing or
hereafter entered into, shall be only on an arm’s length basis;


 


(iv)                             maintain office
space separate from the office space of any Originator and its Affiliates (but
which may be located at the same address as any Originator or one of any
Originator’s Affiliates). To the extent that the Company and any of its members
or Affiliates have offices in the same location, there shall be a fair and
appropriate allocation of overhead costs among them, and each such entity shall
bear its fair share of such expenses;


 


52





















 


(v)                                issue separate
financial statements prepared not less frequently than annually and prepared in
accordance with GAAP;


 


(vi)                             conduct its
affairs strictly in accordance with its organizational documents and observe
all necessary, appropriate and customary company formalities, including,
holding regular and special members’ and managers meetings appropriate to
authorize all company action, keeping separate minutes of its meetings, passing
all resolutions or consents necessary to authorize actions taken or to be
taken, and maintaining separate books, records and accounts, including, but not
limited to, payroll and intercompany transaction accounts;


 


(vii)                          except to the
extent expressly provided for any of the Transaction Documents, not assume or
guarantee any of the liabilities of an Originator, the Master Servicer or any
Affiliate thereof;


 


(viii)                      take, or refrain
from taking, as the case may be, all other actions that are necessary to be
taken or not to be taken in order to (x) ensure that the assumptions and
factual recitations set forth in the Specified Bankruptcy Opinion Provisions
remain true and correct and (y) comply with those procedures described in
such provisions; and


 


(ix)                              maintain its
constitutive documents in conformity with this Agreement, such that (A) it
does not amend, restate, supplement or otherwise modify its Certificate of
Formation or limited liability company agreement in any respect that would
impair its ability to comply with the terms or provisions of any of the
Transaction Documents, including Sections 26.1(i) and
26.2(h)(vii); and (B) its limited
liability company agreement, at all times that this Agreement is in effect,
provides for (1) not less than thirty (30) days’ prior written notice to
the Administrative Agent of the replacement or appointment of any manager that
is to serve as an Independent Manager and (2) the condition precedent to
giving effect to such replacement or appointment that the Company certify that
the designated Person satisfies the criteria set forth in the definition of “Independent
Manager” and the Administrative Agent’s written acknowledgement that in its
reasonable judgment the designated Person satisfies the criteria set forth in
the definition of “Independent Manager”, provided that
the prior written consent of the Administrative Agent shall be required for
such replacement or appointment if such designated Person only satisfies the
criteria set forth in sub-clause (i) of
the definition of “Independent Manager”.


 


(j)                                    Preservation
of Company Existence. (i) Preserve and maintain its company
existence, rights, franchises and privileges in the jurisdiction of its
formation and (ii) qualify and remain qualified in good standing as a
foreign corporation in each jurisdiction where such qualification is required
other than any jurisdiction where the failure so to qualify would not have a
Material Adverse Effect.


 


(k)                                 Assessments. Promptly pay
and discharge all taxes, assessments, levies and other governmental charges
imposed on it except such taxes, assessments, 


 


53





















 


levies and other governmental charges that (i) are being contested
in good faith by appropriate proceedings and for which the Company shall have
set aside on its books adequate reserves or (ii) the failure to pay,
satisfy or discharge would not reasonably be expected to result in a Material
Adverse Effect.


 


(l)                                    Obligations.  Defend the security of the Collateral Agent
in, to and under the Receivables and the other Collateral, whether now existing
or hereafter created, against all claims of third parties claiming through the
Company.  The Company will duly fulfill
in accordance with the Servicing Agreement all obligations on its part to be
fulfilled under or in connection with each Receivable and will do nothing to
materially impair the rights of the Company in such Receivable.  The Company will pay and perform on a timely
basis all its obligations under the Transaction Documents.


 


(m)                              Enforcement
of Transaction Documents. Use its best efforts to vigorously enforce
all rights held by it under each Transaction Document to which it is a party;
and cause the Contributor to use its best efforts to vigorously enforce all
rights held by it under each European Receivables Purchase Agreement.


 


(n)                                Maintenance
of Property. Keep all property and assets useful and necessary to
permit the monitoring and collection of Receivables.


 


(o)                                Bankruptcy. Cooperate with
the Administrative Agent, the Funding Agents and the Collateral Agent in making
any amendments to the Transaction Documents and take, or refrain from taking,
as the case may be, all other actions deemed reasonably necessary by the
Administrative Agent, any Funding Agent and/or the Collateral Agent in order to
comply with the structured finance statutory exemption set forth in legislative
amendments to the U.S. Bankruptcy Code at or any time after such amendments are
enacted into law; provided, however,
that it shall not be required to make any amendment or to take, or omit from
taking, as the case may be, any action which it reasonably believes would have
the effect of materially changing the economic substance of the transaction
contemplated by the Transaction Documents as in effect on the Closing Date.


 


(p)                                Compliance
with Credit and Collection Policy. Timely and fully (i) perform
and comply in all material respects with all provisions, covenants and other
promises required to be observed by it under the Contracts related to the
Receivables, and (ii) comply in all material respects with the Credit and
Collection Policy in regard to each Receivable and the related Contract.


 


(q)                                Servicing. Within sixty
(60) days following the Initial Borrowing Date, cause the Liquidation Servicer
to complete the Master Servicer Site Review and the review of the Master
Servicer’s Standby Liquidation System, in each case in accordance with the
Liquidation Servicer Agreement.


 


(r)                                   Ownership.  Take (or cause the Master Servicer, the
Contributor and each Originator to) take all necessary action to (i) vest
legal and equitable title to the Receivables and the other collateral obtained
under the U.S. Receivables Purchase Agreements on the one hand, and the
Contribution Agreement, on 


 


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the other hand irrevocably in the Contributor, or the Company, as
applicable, free and clear of any Adverse Claims other than Adverse Claims
arising hereunder (including, without limitation, the filing of all financing
statements or other similar instruments or documents necessary under the UCC
(or any comparable law) of all appropriate jurisdictions to perfect the Company’s
interest in such Receivables and other Collateral and such other action to
perfect, protect or more fully evidence the interest of the Company therein as
the Collateral Agent may reasonably request), and (ii) establish and
maintain, in favor of the Collateral Agent, for the benefit of the Secured
Parties, a valid and perfected first priority undivided percentage ownership
interest (and/or a valid and perfected first priority security interest) in all
Receivables and other Collateral to the full extent contemplated herein, free
and clear of any Adverse Claims other than Adverse Claims in favor of the
Collateral Agent for the benefit of the Secured Parties (including, without
limitation, the filing of all financing statements or other similar instruments
or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect the Collateral Agent’s (for the benefit of the Secured
Parties) interest in such Receivables and other Collateral and such other
action to perfect, protect or more fully evidence the interest of the
Collateral Agent for the benefit of the Secured Parties as the Collateral Agent
or any Funding Agent may reasonably request).


 


(s)                                  Establish and
maintain a segregated account (the “Withholding Tax Reserve
Account”), and deposit to and maintain in such Withholding Tax
Reserve Account a reserve for potential withholding tax liabilities regarding
the Originators in Spain in an amount equal to €17,469.  If an amount is required to be credited to
the Withholding Tax Reserve Account to satisfy a reserve requirement pursuant
to paragraph (p) of the definition of “Eligible Receivables,” the Company
shall remit or cause to be remitted or withdraw such amounts as are necessary
to ensure that the balance of the Withholding Tax Reserve Account is equal to
the amount necessary to satisfy any such requirement.  In the event of the imposition of a withholding
tax on any Collections, the Company shall remit an amount equal to the
resulting shortfall from amounts on deposit in the Withholding Tax Reserve
Account to the relevant Collection Account.


 


26.2                           Affirmative Covenants of the Company, the Master
Servicer and Huntsman International


 


Each of the Company (solely
with respect to Sections (a), (c), (d), (e), (f), (i), (j),  (k), (l) and (m) below), the Master Servicer and
Huntsman International hereby agrees, in addition to its obligations under the
Servicing Agreement, that:


 


(a)                                 it shall not terminate
the Servicing Agreement unless in compliance with the terms of this Agreement;


 


(b)                                it shall observe
in all material respects each and every of its respective covenants (both
affirmative and negative) contained in this Agreement, the Servicing Agreement
and all other Transaction Documents to which it is a party;


 


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(c)                                 it shall afford
the Administrative Agent, each Funding Agent or any of their respective
representatives access to all records relating to the Receivables at any
reasonable time during regular business hours, upon reasonable prior notice
(and without prior notice if a Termination Event has occurred), for purposes of
inspection and to make copies of and abstracts from its records, books of
account and documents (including computer tapes and disks) relating to the
Receivables, and shall permit the Administrative Agent, each Funding Agent or
the Collateral Agent or any of their respective representatives to visit any of
its offices or properties during regular business hours and as often as may
reasonably be requested, subject to its reasonable and normal security and
confidentiality requirements of general application to visitors at the relevant
property, and to discuss its business, operations, properties, financial and
other conditions with its officers and employees and with its Independent
Public Accountants;


 


(d)                                neither it nor
the Contributor shall waive the provisions of Section 2.06,
Section 7.02 or  Section 8.02 (or any
corresponding section relating to indemnities, costs or expenses) of any
Origination Agreement or take any action, nor shall it permit any Originator to
take any action, without the prior written consent of the Majority Lenders or,
if specified in the relevant Origination Agreement, the prior written consent
of the Facility Agents;


 


(e)                                 neither it nor
the Contributor shall permit any Originator to amend or make any change or
modification to its constitutive documents if such amendment, change or
modification is reasonably expected to have a Material Adverse Effect without
the consent of the Administrative Agent and each Funding Agent; provided that such Originator may make amendments, changes
or modifications pursuant to changes in law of the jurisdiction of its organization
or amendments to such Originator’s name (subject to compliance with Section 5.04 or Section 6.04
(or corresponding Section) of the applicable Origination Agreement)),
registered agent or address of registered office;


 


(f)                                   it shall
cooperate in good faith to allow the Collateral Agent and the Liquidation
Servicer to use its available facilities and expertise upon a Master Servicer
termination or default;


 


(g)                                Huntsman
International shall furnish to the Collateral Agent, each Funding Agent and the
Administrative Agent:


 


(i)                                    within 150 days
after the end of each fiscal year of Huntsman International, the balance sheet
and related statements of income, stockholders’ equity and cash flows showing
the financial condition of Huntsman International as of the close of such
fiscal year and the results of its operations during such year, all audited by
Huntsman International’s Independent Public Accountants and accompanied by an
opinion of such accountants (which shall not be qualified in any material
respect) to the effect that such financial statements fairly present in all
material respects the financial condition and results of operations of Huntsman
International in accordance with GAAP consistently applied;


 


56




















 


(ii)                                within sixty (60)
days after the end of each of the first three fiscal quarters of each fiscal
year of Huntsman International, Huntsman International’s unaudited balance
sheet and related statements of income, stockholders’ equity and cash flows for
the period from the beginning of such fiscal year to the end of such quarter,
all certified by a Responsible Officer of Huntsman International;


 


(iii)                             together with the
financial statements required pursuant to clauses (i) and (ii) above, a compliance certificate signed by a
Responsible Officer of Huntsman International stating that (x) the
attached financial statements have been prepared in accordance with GAAP and
accurately reflect the financial condition of Huntsman International and (y) to
the best of such Person’s knowledge, no Termination Event or Potential
Termination Event exists, or if any Termination Event or Potential Termination
Event exists, stating the nature and status thereof; and


 


(iv)                            promptly upon the
furnishing thereof to the shareholders of Huntsman International, copies of all
financial statements, financial reports and proxy statements so furnished;


 


(v)                               promptly, all
information, documents, records, reports, certificates, opinions and notices
received by Huntsman International from an Originator under any Origination
Agreement, as the Collateral Agent, any Funding Agent or the Administrative
Agent may reasonably request;


 


(vi)                            promptly, from
time to time, such other information regarding the operations, business affairs
and financial condition of Huntsman International, or compliance with the terms
of any Transaction Document, in each case as the Administrative Agent, any
Funding Agent or the Collateral Agent may reasonably request; and


 


(vii)                         a notice of the
decision to appoint a new manager of the Company as an “Independent Manager”,
such notice to be issued not less than thirty (30) days prior to the effective
date of such appointment, together with a certification by Huntsman
International or, if Huntsman International is no longer the sole equityholder
of the Company, the Company’s equityholders, that the designated Person
satisfies the criteria set forth in the definition of “Independent Manager”;


 


(h)                               after the date
hereof, neither it nor the Contributor shall, nor shall they permit any of the
other Approved Originators to, grant, any Lien over their assets or properties,
securing, or extend the benefit of existing security to beneficiaries of, a
Threshold Amount of Indebtedness, in each case unless the holders and
beneficiaries of such security have entered into, or within two weeks after
such Lien is granted or extended will enter, into an intercreditor agreement on
terms substantially equivalent to the Intercreditor Agreement with such
appropriate modifications as are necessary to reflect the differences between
the obligations secured and the collateral provided in relation thereto, as
reasonably determined by the Administrative Agent acting at the request of the 


 


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Majority Lenders or constitute modifications that are otherwise
reasonably acceptable to the Administrative Agent acting at the request of the
Majority Lenders (where “Threshold Amount of
Indebtedness” means Indebtedness, excluding any insurance premium
financings, capital leases, Indebtedness assumed or incurred in conjunction
with any acquisition where the Liens are related to the assets acquired, or
Indebtedness relating to purchase money security interests, which is incurred
after the date hereof and which cumulatively exceeds (i) in the case of
the Contributor, $50,000,000 or the foreign currency equivalent thereof or (ii) in
the case of each other Approved Originator or the Master Servicer, $20,000,000
or the foreign currency equivalent thereof); and


 


(i)                                   none of the
Company, the Master Servicer or the Contributor will permit the sale of “Unsold
Receivables” under any of the Origination Agreements on or after any day upon
which any of the “Bank and Note Agents” has taken any action to foreclose upon
or otherwise enforce against any “Unsold Receivables” (as the terms in this Section set
forth in quotation marks are defined in the Intercreditor Agreement);


 


(j)                                   will take  all actions reasonably requested by the Collateral Agent
(including but not limited to all filings and other acts necessary or advisable
under the applicable UCC or other applicable laws or similar statute of each
relevant jurisdiction) in order to continue the Collateral Agent’s first
priority perfected security interest in all Receivables now owned or acquired
by the Company;


 


(k)                                will, at its own
expense, on each Receivables Purchase Date, (A) to direct (or cause the
Master Servicer to direct) each Originator to identify on its extraction
records relating to Receivables from its master database of receivables, that
the Receivables have been conveyed to Huntsman International, the Italian
Onward Seller or the Company (as applicable) pursuant to one of the Origination
Agreements, (B) direct the Master Servicer to maintain a record-keeping
system that will clearly and unambiguously indicate, in the Master Servicer’s
files maintained on behalf of the Company that such Receivables have been
acquired by the Company and a security interest has been granted by the Company
to the Collateral Agent for the benefit of the Secured Parties, and (C) deliver
or transmit or cause the Master Servicer on behalf of the Company to deliver or
transmit to the Collateral Agent a Daily Report containing at least the
information specified in Schedule 12 as
to all Receivables, as of each related Receivables Contribution Date, in each
case in accordance with the Transaction Documents;


 


(l)                                   the Company shall
furnish to the Collateral Agent, each Funding Agent and the Administrative
Agent:


 


(i)                                   within 60 days
after the end of each fiscal year of the Company, the unaudited balance sheet
and unaudited related statements of income, stockholders’ equity and cash flows
showing the financial condition of the Company as of the close of such fiscal
year and the results of its operations during such year, prepared in accordance
with GAAP consistently applied;


 


58

















 


(ii)                                within sixty (60)
days after the end of each of the first three fiscal quarters of each fiscal
year of the Company, the Company’s unaudited balance sheet and unaudited
related statements of income, stockholders’ equity and cash flows for the
period from the beginning of such fiscal year to the end of such quarter, all
certified by a Responsible Officer of the Company;


 


(iii)                             together with the
financial statements required pursuant to clauses (i) and
(ii) above, a compliance
certificate signed by a Responsible Officer of the Company stating that (x) the
attached financial statements have been prepared in accordance with GAAP and
accurately reflect the financial condition of the Company and (y) to the
best of such Person’s knowledge, no Termination Event or Potential Termination
Event exists, or if any Termination Event or Potential Termination Event
exists, stating the nature and status thereof;


 


(iv)                            promptly upon the
furnishing thereof to the members of the Company, copies of all financial
statements, financial reports and proxy statements so furnished;


 


(v)                               promptly, all
information, documents, records, reports, certificates, opinions and notices
received by the Company from an Originator under any Origination Agreement, as
the Collateral Agent, any Funding Agent or the Administrative Agent may
reasonably request; and


 


(vi)                            promptly, from
time to time, such other information regarding the operations, business affairs
and financial condition of the Company, or compliance with the terms of any
Transaction Document, in each case as the Administrative Agent, any Funding
Agent or the Collateral Agent may reasonably request; and


 


(m)                             within 30 days
after the Closing Date, the Company shall enter into the Liquidation Servicer
Agreement with the Liquidation Servicer on terms satisfactory to the
Administrative Agent and the cure period set forth in Section 21.1(f) shall
not apply to this covenant.


 


26.3                         Negative Covenants of the Company


 


The
Company hereby covenants that, until the Final Payment Date occurs, it shall
not directly or indirectly:


 


(a)                                Limitation
on Liabilities. Create, incur, assume or suffer to exist any
Indebtedness, except (i) liabilities (including accrued and contingent
liabilities) or obligations arising under or in respect of the Transaction
Documents, including liabilities and obligations representing fees, expenses
and indemnities payable pursuant to and in accordance with the Transaction
Documents and (ii) immaterial amounts due and payable in the ordinary
course of business of a special purpose company, provided that any Indebtedness
permitted hereunder and described in clauses (i) and
(ii) above shall be payable by the
Company solely from funds available to the Company 


 


59

















 


which are not otherwise required to be applied to the payment of any
amounts by the Company pursuant to any Servicing Agreement.


 


(b)                               Limitation
on Transfers of Receivables, etc. Except as otherwise permitted
by the Transaction Documents, at any time sell, transfer, grant a security
interest in or otherwise dispose of any of the Receivables, Related Property,
any other Collateral or the proceeds thereof.


 


(c)                                Limitation
on Guarantee Obligations. Become or remain liable,
directly or contingently, in connection with any Indebtedness or other
liability of any other Person, whether by guarantee, endorsement (other than
endorsements of negotiable instruments for deposit or collection in the
ordinary course of business), agreement to purchase or repurchase, agreement to
supply or advance funds or otherwise other than under or as contemplated by any
Transaction Documents.


 


(d)                               Limitation
on Fundamental Changes. Except to the extent permitted under the
Transaction Documents, enter into any merger, consolidation or amalgamation, or
liquidate, to the fullest extent permitted by law, wind up or dissolve itself
(or suffer any liquidation or dissolution), or make any material change in its
present method of conducting business, or convey, sell, lease, assign,
transfer, grant a security interest in or otherwise dispose of, all or
substantially all of its property, business or assets other than the security
interests contemplated hereby.


 


(e)                                Business. Engage at any
time in any business or business activity other than the acquisition of
Receivables pursuant to any Origination Agreement to which it is a party, the
security interests hereunder, the other transactions contemplated by the
Transaction Documents and any activity incidental to the foregoing and
necessary or convenient to accomplish the foregoing, or otherwise contemplated
by any of the Transaction Documents or enter into or be a party to any
agreement or instrument other than in connection with the foregoing.


 


(f)                                  Agreements. (i) 
Become a party to any indenture, mortgage, instrument, contract, agreement,
lease or other undertaking, except the Transaction Documents, the Pledge
Agreement, leases of office space, equipment or other facilities for use by the
Company in its ordinary course of business, employment agreements, service
agreements, agreements relating to shared employees and other agreements
necessary to perform its obligations under the Transaction Documents, (ii) issue
any power of attorney (except to the Collateral Agent or the Master Servicer or
except for the purpose of permitting any Person to perform any ministerial
functions on behalf of the Company that are not prohibited by or inconsistent
with the terms of the Transaction Documents), or (iii) other than pursuant
to the terms of any Origination Agreement to which it is a party, amend, agree,
modify or waive any of the provisions of the Origination Agreement or request,
consent or agree to or suffer to exist or permit any such amendment, agreement,
modification or waiver or exercise any consent rights granted to it thereunder
unless such amendment, agreement, modification or waiver or such exercise of
consent rights would not have a Material Adverse Effect with respect to the
Company, 


 


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the Contributor, the Master Servicer or any Originator, the
Administrative Agent and each Funding Agent shall have consented to any such
amendments, agreements, modifications or waivers.


 


(g)                               Policies;
Change in Payment Instructions. (i) Permit any change
or modification in any material respect to the Policies, except (x) if
such changes or modifications are necessary under any Requirement of Law or (y) the
Administrative Agent and the Funding Agents shall have consented with respect
thereto; or, (ii) except as may be required by the Administrative Agent in
accordance with this Agreement, add or terminate any bank as a Collection
Account Bank, or make any change in the instructions to Obligors regarding
payments to be made to any Collection Account, unless the Collateral Agent and
each Funding Agent shall have received, at least ten (10) days before the
proposed effective date therefor, (x) written notice of such addition, termination
or change and (y) with respect to the addition of a Collection Account
Bank or a Collection Account, an executed Collection Account Agreement with
respect to the new Collection Account; provided, however, that the Master Servicer may make changes in
instructions to Obligors regarding payments if such new instructions require
such Obligor to make payments to another existing Collection Account.


 


(h)                               Offices. Move the
location of where the Company keeps its records to a new location without
providing thirty (30) days’ prior written notice to the Collateral Agent, the
Administrative Agent and each Funding Agent.


 


(i)                                   Change in
Name. Change the Company’s name, corporate structure, jurisdiction of
organization, place of business or chief executive office in any manner that
would or is likely to (i) make any financing statement or continuation
statement (or other similar instrument) relating to this Agreement seriously
misleading within the meaning of Section 9-506(b) of
the applicable UCC (or analogous provision of any other similar applicable
statute or legislation) or (ii) impair the perfection of the Collateral
Agent’s security interest in any Receivable under any other similar law,
without 30 days’ prior written notice to the Collateral Agent, the Administrative
and each Funding Agent.


 


(j)                                   Charter. Amend or make
any change or modification to its constitutive documents without obtaining the
consent of the Administrative Agent and each Funding Agent (provided that,
notwithstanding anything to the contrary in this Section 26.3(j),
the Company may make amendments, changes or modifications pursuant to changes
in law of the jurisdiction of its formation or amendments to change the Company’s
name (subject to compliance with Section 26.3(i))).


 


(k)                                Tax Classification. Elect or take
any action that would cause it to be classified as a partnership or corporation
for U.S. tax purposes or permit any member of the Company to so elect or take
any such action.


 


(l)                                   Limitation
on Restricted Payments. Declare or pay any dividend on, or make any
payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other 


 


61

















 


acquisition of, any shares of any class of capital stock of the Company,
whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in
obligations of the Company (such declarations, payments, setting apart,
purchases, redemptions, defeasance, retirements, acquisitions and distributions
being herein called “Restricted Payments”),
unless: (i) at the date such Restricted Payment is made, the Company shall
have made all payments in respect of its obligations pursuant to the
Transaction Documents and the Pledge Agreement; (ii) the Restricted
Payment Test is satisfied on such date; (iii) at the date such Restricted
Payment is made, the Company in compliance with all terms of the Transaction
Documents; (iv) such Restricted Payment is in accordance with all
corporate and legal formalities applicable to the Company; and (v) no
Termination Event or Potential Termination Event has occurred and is continuing
(or would occur as a result of making such Restricted Payment).


 


(m)                             Accounting
for Purchases. Except in accordance with any Requirement of Law,
prepare any financial statements which shall account for the transactions
contemplated under any Origination Agreement or the transactions contemplated
hereunder in any manner other than, as a contribution of the Receivables from
the Contributor to the Company and as a grant of a security interest in the
Receivables by the Company to the Collateral Agent, respectively, or in any
other respect account for or treat the transactions contemplated under any
Origination Agreement or the transactions contemplated hereunder (including for
financial accounting purposes, except as required by law) in any manner other
than as a contribution of the Receivables from the Contributor to the Company
and as a grant of a security interest in the Collateral from the Company to the
Collateral Agent, respectively; provided, however,
that this sub-Section shall not apply for any tax or tax accounting
purposes.


 


(n)                               Extension
or Amendment of Receivables. Extend, make any Dilution
Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or
purport to extend, amend or otherwise modify, the terms of any Receivables
other than as permitted under Section 4.05(a) of
the Servicing Agreement.


 


(o)                               Amendment
of Transaction Documents or Other Material Documents. Other than as
set forth in the Transaction Documents, amend any Transaction Document or other
material document related to any transactions contemplated hereby or thereby.


 


(p)                               Origination
Agreements. Take any action under any Origination Agreement to
which it is a party that could reasonably be expected to have a Material
Adverse Effect.


 


(q)                               Limitation
on Investments and Loans. Make any advance, loan, extension of credit
or capital contribution to, or purchase any stock, bonds, notes, debentures or
other securities of or any assets constituting a business unit of, or make any
other investment in, any Person, except for the Receivables or as otherwise
contemplated under the Transaction Documents.


 


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(r)                                  Limitation
on Mergers, Acquisitions and Asset Sales. Enter into any agreement to
merge with or acquire another company or sell all or substantially all of the
Company’s assets.


 


(s)                                Instruments. Unless
delivered to the Collateral Agent, the Company shall not take any action, or
allow the Master Servicer or any Originator to take any action, to cause any
Receivable not evidenced by an “instrument” (as defined in the applicable UCC
or other similar applicable statute or legislation) upon origination to become
evidenced by an instrument, except in connection with its enforcement or
collection of a Defaulted Receivable.


 


26.4                         Negative Covenants of the Company and the Master
Servicer


 


(a)                                The Master
Servicer hereby agrees that it shall observe each and all of its covenants
(both affirmative and negative) contained in each Servicing Agreement in all
material respects and that it shall:


 


(i)                                   provide to the
Administrative Agent and each Funding Agent (A) no later than the Initial
Borrowing Date (as provided by Section 6.1(s))
and (B) in the case of an addition of an Originator, prior to the date
such Originator is added, evidence that each such Originator maintains disaster
recovery systems and back up computer and other information management systems
which shall be reasonably satisfactory to the Administrative Agent and each
Funding Agent and the Liquidation Servicer;


 


(ii)                                provide to the
Administrative Agent and each Funding Agent, simultaneously with delivery to
the Collateral Agent, all reports, notices, certificates, statements and other
documents required to be delivered to the Collateral Agent pursuant to the
Servicing Agreement and the other Transaction Documents and furnish to the
Administrative Agent and each Funding Agent promptly after receipt thereof a
copy of each material notice, material demand or other material communication
(excluding routine communications) received by or on behalf of the Company or
the Master Servicer with respect to the Transaction Documents; and


 


(iii)                             provide notice to
the Administrative Agent and each Funding Agent of the appointment of a
Successor Master Servicer pursuant to Section 6.02
of the Servicing Agreement.


 


(b)                               The Company shall
not amend, change or modify any of the duties and services of the Liquidation
Servicer as set forth in the Liquidation Servicer Agreement without the prior
consent of each Funding Agent.


 


(c)                                The Company shall
not pledge, grant a security interest in, assign or otherwise encumber the
Collateral; provided that the Contributor may
at any time pledge the membership interest in the Company and the rights
attendant thereto pursuant to the Pledge Agreement as contemplated in the
Intercreditor Agreement.


 


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27.                               ADDITION OF APPROVED CURRENCY,
APPROVED ORIGINATOR AND APPROVED OBLIGOR COUNTRY; APPROVED ACQUIRED LINE OF
BUSINESS RECEIVABLES


 


At the written request of the
Master Servicer delivered to the Collateral Agent, each Funding Agent and the
Administrative Agent, (1) the addition of a currency as an Approved
Currency, (2) the addition of an originator as an Approved Originator, (3) the
addition of a jurisdiction as an Approved Obligor Country or as an Approved
Contract Jurisdiction or (4) the inclusion of Acquired Line of Business
Receivables as Eligible Receivables, in each case after the Initial Borrowing
Date, shall be permitted upon satisfaction of the relevant conditions set forth
in this Section 27 and the relevant
Origination Agreement.


 


(a)                                Approved
Currency. The Administrative Agent and each Funding Agent
shall have consented to the addition of any currency as an Approved Currency.


 


(b)                               Approved
Originator.


 


(i)                                   such proposed
Approved Originator is an Affiliate of Huntsman International;


 


(ii)                                the Master
Servicer, the Company, the Administrative Agent and each Funding Agent shall
have received a copy of the Policies of such Originator, which Policies shall
be in form and substance satisfactory to the Master Servicer, the Servicer Guarantor,
the Company, each Funding Agent and the Administrative Agent;


 


(iii)                             the governing law
of the Contracts relating to the Receivables originated by such proposed
Approved Originator is the law of an Approved Contract Jurisdiction;


 


(iv)                            the Company, the
Collateral Agent, each Funding Agent and the Administrative Agent shall have
received confirmation that there is no pending or threatened action or
proceeding affecting such proposed Approved Originator before any Governmental
Authority that could reasonably be expected to have a Material Adverse Effect
with respect to it (other than such action or proceeding as disclosed in public
filings);


 


(v)                               the Collateral
Agent, each Funding Agent and the Administrative Agent shall have received an
Opinion of Counsel in form and substance satisfactory to each of them from a
nationally recognized law firm qualified to practice in the jurisdiction in
which such Originator is located to the effect that the sale of Receivables by
such Originator to the Contributor or the Company (or such other entity as
shall have been agreed) constitute true sales of such Receivables to the
Contributor or the Company or such entity;


 


(vi)                            the Collateral
Agent, each Funding Agent and the Administrative Agent shall have received an
Opinion of Counsel from a nationally recognized law firm in form and substance
satisfactory to each of them 


 


64

















 


with respect to the Originators from one or more nationally recognized
law firms authorized to practice law in the jurisdiction in which such proposed
Approved Originator is located, the jurisdictions governing the contracts
originated by such Originator and in New York;


 


(vii)                         the Master
Servicer and the Servicer Guarantor shall have agreed in writing to service the
Receivables originated and proposed to be sold by such Originator in accordance
with the terms and conditions of the Servicing Agreement and the Servicer
Guarantor shall have agreed to guarantee the Master Servicer’s obligations in
connection therewith;


 


(viii)                      the Liquidation
Servicer shall have notified the Company, the Funding Agents and the
Administrative Agent that a Standby Liquidation System is in place for such
proposed Approved Originator;


 


(ix)                              the Company, the
Collateral Agent, each Funding Agent and the Administrative Agent shall have
received a certificate prepared by a Responsible Officer of the Master Servicer
certifying that after giving effect to the addition of such proposed Approved
Originator, the Target Receivables Amount shall be equal to or less than the
Aggregate Receivables Amount on the date such proposed Approved Originator is
added pursuant to the applicable Receivables Purchase Agreement;


 


(x)                                 such Originator
shall have executed an Additional Originator Joinder Agreement in the form of Schedule 3 or corresponding schedule attached to the
applicable Receivables Purchase Agreement, shall have otherwise acceded to an
existing Receivables Purchase Agreement or shall have entered into a
Receivables Purchase Agreement substantially similar to the existing
Receivables Purchase Agreement with such modifications as necessary or
appropriate to address jurisdiction-specific issues;


 


(xi)                              if applicable,
such Originator shall have executed, filed and recorded, at its own expense,
appropriate UCC financing statements with respect to the Receivables (and
Related Property) originated and proposed to be sold by it in such manner and
such jurisdictions as are necessary to perfect the Company’s ownership interest
in such Receivables;


 


(xii)                           the Company, each
Funding Agent and the Administrative Agent shall be satisfied that there are no
Liens on the Receivables to be sold by such Originator, except Permitted Liens;


 


(xiii)                        the Collection
Accounts with respect to the Receivables to be sold or contributed by such
proposed Approved Originator shall have been established in the name of the
Company and the Company shall have caused the Collateral Agent to have a first
priority perfected security interest in such accounts or shall have been established
in the name of the Collateral Agent (whereby the Collateral Agent may grant to
the Company a revocable authorization to operate such accounts), or, if the
Collateral Agent shall not have such first priority perfected security 


 


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interest or ownership interest in such accounts, the Company shall have
established, or shall have caused Huntsman International to establish,
appropriate reserves, as determined by the Funding Agents and the Administrative
Agent, to cover any failure of timely remittance in full of Collections from
such accounts or shall have established, or shall have caused Huntsman
International to establish, appropriate reserves, as determined by the Funding
Agents and the Administrative Agent, to cover a failure of timely remittance in
full of Collections from the Collection Accounts to the relevant Company
Concentration Account in accordance with the Transaction Documents, or shall
have made such other arrangements as appropriate or necessary, as determined by
the Administrative Agent, to address jurisdiction-specific issues; and


 


(xiv)                       if the aggregate
Principal Amount of Receivables to be added to the pool of Receivables by
Additional Originators added as Approved Originators and with respect to
Acquired Lines of Business pursuant to the provisions of this Section 27 in the immediately preceding twelve (12)
calendar months (including the aggregate Principal Amount of all Receivables of
such proposed Originator proposed to be sold by such proposed Originator) is
greater than ten percent (10%) of the Aggregate Receivables Amount on such date
before giving effect to the addition of such proposed Approved Originator, such
calculation to be made immediately prior to the proposed addition of such
Approved Originator, then (i) each Funding Agent and the Administrative
Agent shall have consented to the addition of such Originator and (ii) the
historical aging and liquidation schedule information of the Receivables
originated by such proposed Approved Originator and other data relating to the
Receivables is satisfactory to each Funding Agent and the Administrative Agent.


 


(c)                                Approved
Obligor Country


 


The Company, the Collateral
Agent, each Funding Agent and the Administrative Agent shall have consented in
advance, in writing, to such inclusion of a jurisdiction as an Approved Obligor
Country.


 


(d)                               Approved
Contract Jurisdiction


 


The Company, the Collateral
Agent, each Funding Agent and the Administrative Agent shall have consented in
advance, in writing, to inclusion of a jurisdiction as an Approved Contract
Jurisdiction.


 


(e)                                Approved
Acquired Line of Business Receivables


 


(i)                                   the Master
Servicer, the Company, the Collateral Agent, each Funding Agent and the
Administrative Agent shall have received a copy of the Policies with respect to
the relevant Acquired Line of Business, which Policies shall be in form and
substance satisfactory to the Master Servicer, the Servicer Guarantor, the
Company, the Administrative Agent and each Funding Agent;


 


66
















 


(ii)                                the Company, the
Collateral Agent, each Funding Agent and the Administrative Agent shall have
received confirmation that there is no pending or threatened action or
proceeding affecting the Originator or Originators with respect to such
Acquired Line of Business before any Governmental Authority that could
reasonably be expected to have a Material Adverse Effect with respect to it
(other than such action or proceeding as disclosed in public filings);


 


(iii)                             the Liquidation
Servicer shall have notified the Company, the Funding Agents and the
Administrative Agent that a Standby Liquidation System is in place for such
Acquired Line of Business;


 


(iv)                            the Company, the
Collateral Agent, each Funding Agent and the Administrative Agent shall have
received a certificate prepared by a Responsible Officer of the Master Servicer
certifying that after giving effect to the addition of such Acquired Line of
Business Receivables, the Target Receivables Amount shall be equal to or less
than the Aggregate Receivables Amount on the date designated by the relevant
Originator or Originators pursuant to clause (v) below;


 


(v)                               the relevant
Originator or Originators with respect to such Acquired Line of Business shall
have delivered a notice to the Master Servicer, the Company, the Collateral
Agent, each Funding Agent and the Administrative Agent, designating the date
upon which the Acquired Line of Business Receivables would commence being
considered as possible Eligible Receivables;


 


(vi)                            if applicable,
the relevant Originator or Originators with respect to such Acquired Line of
Business shall have executed, filed and recorded, at its own expense,
appropriate UCC financing statements with respect to the Receivables (and
Related Property) originated and proposed to be sold by it in such manner and
such jurisdictions as are necessary to perfect the Company’s ownership interest
in such Receivables;


 


(vii)                         the Company, each
Funding Agent and the Administrative Agent shall be satisfied that there are no
Liens on the Acquired Line of Business Receivables to be sold by such
Originator, except as Permitted Liens;


 


(viii)                      the Collection
Accounts with respect to the Acquired Line of Business Receivables to be sold
or contributed by such Originator shall have been established in the name of
the Company (or existing Collection Accounts will be used with respect to such
Receivables) and the Company shall have caused the Collateral Agent to have a
first priority perfected security interest in such accounts or shall have been
established in the name of the Collateral Agent (whereby the Collateral Agent
may grant to the Company a revocable authorization to operate such accounts),
or, if the Collateral Agent shall not have such first priority perfected
security interest or ownership interest in such accounts, the Company shall
have established, or shall have caused Huntsman International to establish,
appropriate reserves, as 


 


67





















 


determined by the Funding Agents and the Administrative Agent, to cover
any failure of timely remittance in full of Collections from such accounts or
shall have established, or shall have caused Huntsman International to
establish, appropriate reserves, as determined by the Funding Agents and the
Administrative Agent, to cover a failure of timely remittance in full of
Collections from the Collection Accounts to the relevant Company Concentration
Account in accordance with the Transaction Documents, or shall have made such
other arrangements as appropriate or necessary, as determined by the Funding
Agents and the Administrative Agent, to address jurisdiction-specific issues;
and


 


(ix)                              if the aggregate
Principal Amount of Receivables added to the pool of Receivables by Additional
Originators added as Approved Originators and with respect to Acquired Lines of
Business pursuant to the provisions of this Section 27
in the immediately preceding twelve (12) calendar months (including the
aggregate Principal Amount of all Receivables of such proposed Acquired Line of
Business) is greater than ten percent (10%) of the Aggregate Receivables Amount
on such date before giving effect to the addition of such proposed Acquired
Lines of Business Receivables, such calculation to be made immediately prior to
the proposed addition of such Acquired Lines of Business Receivables, then (i) each
Funding Agent and the Administrative Agent shall have consented to the addition
of such Acquired Lines of Business Receivables and (ii) the historical
aging and liquidation schedule information of the Receivables originated with
respect to such Acquired Lines of Business Receivables and other data relating
to the Receivables is satisfactory to each Funding Agent and the Administrative
Agent.


 


(f)                                  Italian
Originators


 


It is the intention of the
parties to this Agreement that the Italian Originators shall be added to the
transactions contemplated by this Agreement as “Approved Obligors”, subject to (i) the
satisfaction of the requirements set forth in Section 27(b) (excluding
sub-clause (xiv)) and (ii) the  Collection
Account arrangements with respect to Italian Receivables being on terms
satisfactory to the Administrative Agent.  Until the Italian Effective Date, the Italian
Originators shall not be Approved Obligors and Italian Receivables shall not be
Eligible Receivables.


 


28.                               REMOVAL AND WITHDRAWAL OF
ORIGINATORS AND APPROVED ORIGINATORS


 


(a)                                Subject to Sections 28(c) and 28(d), at the
written request of the Company or the Master Servicer, an Approved Originator
may be removed or terminated as an Originator and an Approved Originator may
withdraw as an Originator; provided that,
in each case,


 


(i)                                   such removal or
withdrawal is in accordance with the applicable Origination Agreement,


 


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(ii)                                the
Administrative Agent and each Funding Agent shall have given its prior written
consent to such removal, termination or withdrawal, such consent not to be
unreasonably withheld,


 


(iii)                             no Program
Termination Event or Potential Termination Event has occurred and is continuing
or would occur as a result thereof, and


 


(iv)                            the Company, the
Collateral Agent, the Administrative Agent and each Funding Agent shall have
received prior written notice from the Master Servicer of such removal,
termination or withdrawal of the Originator (accompanied by a certificate of a
Responsible Officer of the Master Servicer attaching a pro forma
Daily Report and certifying that the Target Receivables Amount will be equal to
or less than the Aggregate  Receivables
Amount after giving effect to such removal, termination or withdrawal);


 


provided that, clause (ii) above shall not apply if the aggregate
Principal Amount of Receivables of an Originator that is removed, withdrawn or
terminated pursuant to the provisions of this Section 28
 in the immediately preceding
twelve (12) calendar months is less than ten per cent (10%) of the Aggregate
Receivables Amount as of the date immediately prior to the proposed removal,
withdrawal or termination of the relevant Approved Originator; provided, further, that clause (ii) shall not apply to an Originator with
respect to which an Originator Termination Event has occurred under the
applicable Origination Agreement.


 


(b)                               At the written
request of the Master Servicer, an Approved Originator may cease selling Receivables
originated with respect to a Designated Line of Business by designating such
Designated Line of Business as an Excluded Designated Line of Business; provided that, in each case,


 


(i)                                   such cessation is
in accordance with the applicable Origination Agreement,


 


(ii)                                the
Administrative Agent and each Funding Agent shall have given its prior written
consent to such cessation, such consent not to be unreasonably withheld,


 


(iii)                             no Program
Termination Event or Potential Termination Event has occurred and is continuing
or would occur as a result thereof,


 


(iv)                            the Collateral
Agent, each Funding Agent and the Administrative Agent shall have received
prior written notice from the Master Servicer of such cessation (accompanied by
a certificate of a Responsible Officer of the Master Servicer attaching a pro forma Daily Report and certifying that the Target
Receivables Amount will be equal to or less than the Aggregate Receivables
Amount after giving effect to such disposition and/or cessation); and


 


(v)                               all Obligors with
respect to Receivables originated with respect to the Excluded Designated Line
of Business shall be instructed to make all 


 


69

















 


payments with respect to receivables which are not Receivables owned by
the Company to accounts other than the Collection Accounts and the Master
Servicer shall take all steps reasonably intended to cause such Obligors comply
with such instructions;


 


provided that, sub-clause (a)(ii) above shall not apply if the
aggregate Principal Amount of Receivables removed from the pool of Receivables
pursuant to the provisions of this Section 28
in the immediately preceding twelve (12) calendar months (including the
aggregate Principal Amount of Receivables of such proposed Excluded Designated
Line of Business) is less than ten per cent (10%) of the Aggregate Receivables
Amount as of the date immediately prior to the proposed removal, withdrawal or
termination of the relevant Approved Originator or proposed cessation of the
Excluded Designated Line of Business.


 


(c)                                Upon and after
notice being given pursuant to Section 28(a)(iv) or  Section 28(b)(iv) (as applicable), any Receivables with respect
to an Originator removed, withdrawn or terminated or an Excluded Designated
Line of Business (as applicable) shall: (i) cease to be sold, transferred
or contributed to the Contributor and/or the Company; and (ii) assuming
satisfaction of all other applicable requirements with respect to an Eligible
Receivable, continue to be an Eligible Receivable only if (A) such
Receivables were sold, transferred or contributed to the Company prior to the
date such notice was given and (B) (if applicable) the Excluded Designated
Line of Business has not yet been sold or otherwise disposed.


 


(d)                               An Originator
that is removed, terminated or withdrawn, or that is the Originator with
respect to an Excluded Designated Line of Business, shall have a continuing
obligation with respect to Receivables previously sold or contributed by it
pursuant to the relevant Origination Agreement (including making Originator
Dilution Adjustment Payments, Originator Adjustment Payments and payments in
respect of indemnification) unless the Servicer Guarantor or an Affiliate of
such Originator has assumed all such obligations; provided, however, that an Affiliate of such Originator may assume
such Originator’s obligations only with the prior written consent of the
Administrative Agent and each Funding Agent.


 


29.                               ADJUSTMENT PAYMENT FOR INELIGIBLE
RECEIVABLES


 


(a)                                Adjustment
Payments. If (i) any representation or warranty under Sections 24(a), 24(b) or 24(e) is not true and
correct as of the date specified therein with respect to any Receivable, or any
Receivable encompassed by the representation and warranty in Sections 24(c) or 24(d) is determined not to have
been an Eligible Receivable as of the relevant Receivables Contribution Date, (ii) there
is a breach of any covenant under Section 26.3(b) with
respect to any Receivable or (iii) the Collateral Agent’s security
interest in any Receivable is not a continuing first priority perfected
security interest at any time as a result of any action taken by, or the
failure to take action by, the Company (any Receivable as to which the
conditions specified in any of clauses (i), (ii) or (iii) of this Section 29(a) exists
is referred to herein as an “Ineligible Receivable”)
then, after the earlier (the date on which such earlier 


 


70

















 


event occurs, the “Ineligibility
Determination Date”) to occur of the discovery by the Master
Servicer of any such event that continues unremedied or receipt by the Company
of written notice (which may be in the Daily Report) given by the Master
Servicer of any such event that continues unremedied, the Company shall pay to
the relevant Approved Currency Company Concentration Accounts the Adjustment
Payment in the amount and manner set forth in Section 29(b).


 


(b)                               Adjustment
Payment Amount. Subject to the last sentence of this Section 29(b),  the Company
shall make an Adjustment Payment with respect to each Ineligible Receivable as
required pursuant to Section 29(a) by
depositing in the relevant Approved Currency Company Concentration Account on
the Business Day following the related Ineligibility Determination Date an
amount equal to the lesser of (x) the amount by which the Target
Receivables Amount exceeds the Aggregate Receivables Amount (after giving
effect to the reduction thereof by the Principal Amount of such Ineligible
Receivable) and (y) the aggregate outstanding Principal Amount of all such
Ineligible Receivables less the
Collections (if any) in respect of such Ineligible Receivable previously
applied by or on behalf of the Master Servicer.


 


Upon transfer or deposit of
the Adjustment Payment amount specified in this Section 29(b),
the Company shall be entitled to retain without recourse, representation or
warranty, all subsequent Collections (or amounts in respect thereof) received
by it in respect of each such Ineligible Receivable and such Collections shall
not form part of the Collateral. The obligation of the Company to pay such
Adjustment Payment amount specified in this Section 29(b),
as the case may be, with respect to any Ineligible Receivables shall constitute
the sole remedy respecting the event giving rise to such obligation available
to the Secured Parties unless such obligation is not satisfied in full in
accordance with the terms of this Agreement.


 


30.                               OBLIGATIONS UNAFFECTED


 


The obligations of the Company
and the Master Servicer to the Collateral Agent, the Administrative Agent, the
Funding Agents and the Lenders under this Agreement shall not be affected by
reason of any invalidity, illegality or irregularity of any of the Receivables
or any sale of any of the Receivables.


 


31.                               RESERVED


 


PART 10

THE PARTIES


 


32.                               ROLE OF THE COLLATERAL AGENT


 


32.1                         Authorization and Action


 


(a)                                Each Secured
Party hereby irrevocably appoints and authorizes the Collateral Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement and the other Transaction Documents as are delegated to the
Collateral Agent by the terms hereof and the other Transaction Documents, 


 


71

















 


together with such powers as are reasonably incidental thereto.  For the avoidance of doubt, the appointment
of Collateral Agent by the Secured Parties in this clause (a) includes
the appointment of the Collateral Agent as representative (vertegenwoordiger/représentant)
of the Secured Parties within the meaning of Article 5 of the Belgian Act
of 15 December 2004 on financial collateral.


 


(b)                               Without limiting
the foregoing, the Collateral Agent is empowered and authorized, on behalf of
the Secured Parties, to create, hold and administer the Collateral for the
benefit of the Secured Parties under the Security Documents. For avoidance of
doubt, each of the Secured Parties hereby authorizes the Collateral Agent to
execute and deliver the Security Documents and any other agreements or
documents which are required to create Collateral or other security for and on
behalf of the Secured Parties.


 


(c)                                The Collateral
Agent shall not have any duties other than those expressly set forth in the
Transaction Documents, and no implied obligations or liabilities shall be read
into any Transaction Document, or otherwise exist, against the Collateral
Agent.


 


(d)                               The Collateral
Agent does not assume, nor shall it be deemed to have assumed, any obligation
to, or relationship of trust (save as provided in the Transaction Documents) or
agency with, any Transaction Party, the Lenders, the Funding Agents, the
Administrative Agent or any other Secured Party.


 


(e)                                Notwithstanding
any provision of this Agreement or any other Transaction Document, in no event
shall the Collateral Agent ever be required to take any action which exposes
the Collateral Agent to personal liability or which is contrary to any
provision of any Transaction Document or applicable Requirements of Law.
Without limiting the generality of the foregoing sentence, the use of the term “agent”
in this Agreement with reference to the Collateral Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable Requirements of Law. Instead, such term is
used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting parties.


 


32.2                         Performance Of Obligations


 


(a)                                If the Master
Servicer or the Company fails to perform any of its obligations under this
Agreement or any other Transaction Document, the Collateral Agent may (but
shall not be required to) itself perform, or cause performance of, such
obligation; and the Collateral Agent’s costs and expenses reasonably incurred
in connection therewith shall be payable by the Company.


 


(b)                               The exercise by
the Collateral Agent on behalf of the Secured Parties of their rights under
this Agreement shall not release the Master Servicer or the Company from any of
their duties or obligations with respect to any Contracts or Transaction
Documents. None of the Collateral Agent, the Funding Agents, the Lenders or the
Administrative Agent shall have any obligation or liability 


 


72

















 


with respect to any Transaction Documents or Contracts, nor shall any of
them be obligated to perform the obligations of any Transaction Party
thereunder.


 


32.3                         Liability of Collateral Agent


 


Neither
the Collateral Agent nor any of its directors, officers, agents or employees:


 


(a)                                shall be liable
for any action taken or omitted to be taken by it or them as Collateral Agent
under or in connection with this Agreement (including the Collateral Agent’s
servicing, administering or collecting Receivables as Master Servicer), in the
absence of its or their own gross negligence or willful misconduct. Without
limiting the generality of the foregoing, the Collateral Agent may consult with
legal counsel (including counsel for the Company, the Contributor or the Master
Servicer), independent certified 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;


 


(b)                               makes any
warranty or representation to the Administrative Agent, the Funding Agents, the
Lenders or other Secured Party (whether written or oral) and shall not be
responsible to the Administrative Agent, the Funding Agents, the Lenders or
other Secured Party for any statements, warranties or representations (whether
written or oral) made in or in connection with this Agreement or any other
Transaction Document;


 


(c)                                shall have any
duty to ascertain or to inquire as to whether or not a Termination Event has
occurred and is continuing nor to ascertain or to inquire as to the performance
or observance of any of the terms, covenants or conditions of this Agreement
(including in particular whether any instructions of the Administrative Agent
have been authorized by the Majority Lenders) or any other Transaction Document
on the part of any Transaction Party or to inspect the property (including the
books and records) of any Transaction Party;


 


(d)                               shall be
responsible to the Administrative Agent, the Funding Agents, the Lenders or
other Secured Party for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Transaction
Document; and


 


(e)                                shall incur any
liability under or in respect of this Agreement or any other Transaction
Document by acting upon any notice (including notice by telephone), consent,
certificate or other instrument or writing (which may be by facsimile) believed
by it in good faith to be genuine and signed or sent by the proper party or
parties.


 


32.4                         Indemnification of Collateral Agent


 


(a)                                Whether or not
the transactions contemplated hereby are consummated, each Lender severally
agrees to indemnify the Collateral Agent (to the extent not reimbursed by the
Transaction Parties), rateably based on the Commitment of such Lender (or, if
the Commitments have terminated, rateably according to 


 


73

















 


the respective Commitment of such Lender immediately prior to such
termination), 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 the Collateral Agent, as the case may be, in any way relating
to or arising out of this Agreement or any other Transaction Document or any
action reasonably taken or omitted by the Collateral Agent under this Agreement
or any other Transaction Document; provided that
no Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Collateral Agent’s gross negligence or willful misconduct; provided, however, that
no action taken in accordance with the express direction of the Administrative
Agent (acting on the instructions of the Majority Lenders) shall be deemed to
constitute negligence or willful misconduct for purposes of this Section.


 


(b)                               Without limiting
the foregoing, each Lender shall reimburse the Collateral Agent upon demand for
its rateable share of any costs or out-of-pocket expenses (including attorney’s
fees) incurred by the Collateral Agent in connection with the preparation,
execution, delivery, 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, any
other Transaction Document, or any document contemplated by or referred to
herein, to the extent that the Collateral Agent is not promptly reimbursed for
such expenses by or on behalf of the Company.


 


(c)                                The undertaking
in this Section shall survive payment on the Final Payout Date and the
resignation or replacement of the Collateral Agent.


 


32.5                         Delegation of Duties


 


The Collateral Agent may
execute any of its duties through agents (including collection agents),
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Collateral Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.


 


32.6                         Action or Inaction by Collateral Agent


 


The Collateral Agent shall in
all cases be fully justified in failing or refusing to take action under any
Transaction Document unless it shall first receive explicit instructions of the
Administrative Agent and assurance of its indemnification by the Lenders, as it
deems appropriate. The Collateral Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement or any other
Transaction Document in accordance with a request or at the direction of the
Administrative Agent (acting on the instructions of the Majority Lenders or, if
the Transaction Documents expressly specify that the relevant action requires
the consent or direction of all the Funding Agents, all the Funding Agents),
and such request or direction and any action taken or failure to act pursuant
thereto shall be binding upon the Funding Agents, all Lenders, the
Administrative Agent and all other Secured 


 


74

















 


Parties. The Lenders, the
Funding Agents, the Administrative Agent, and the Collateral Agent agree that
unless any action to be taken by the Collateral Agent under a Transaction
Document:


 


(a)                                specifically
requires the explicit instructions of the Administrative Agent; or


 


(b)                               specifically
provides that it be taken by the Collateral Agent alone or without any explicit
instructions of the Administrative Agent,


 


then the Collateral Agent may
(and shall, to the extent required hereunder) take action based upon the advice
or concurrence of the Majority Lenders or, if the Transaction Documents
expressly specify that the relevant action requires the consent or direction of
all the Funding Agents, all the Funding Agents).


 


32.7                         Notice of Facility Events; Action by Collateral Agent


 


(a)                                The Collateral
Agent shall not be deemed to have knowledge or notice of the occurrence of any
Facility Event or any other default or termination event under the Transaction
Documents, as the case may be, unless the Collateral Agent has received written
notice from the Administrative Agent, a Funding Agent, a Lender, the Master
Servicer or the Company stating that such event has occurred and describing
such termination event or default. If the Collateral Agent receives such a
notice, it shall promptly give notice thereof to the Administrative Agent.


 


(b)                               The Collateral
Agent shall take such action concerning a Facility Event or any other matter
hereunder as may be directed by the Administrative Agent (acting on the
instructions of the Majority Lenders or, if the Transaction Documents expressly
specify that the relevant action requires the consent or direction of all the
Funding Agents, all the Funding Agents), (subject to the other provisions of
this Section 32, but until the
Collateral Agent receives such directions, the Collateral Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, as
the Collateral Agent deems advisable and in the best interests of the Lenders.


 


32.8                         Non-Reliance on Collateral Agent and Other Parties


 


(a)                                The
Administrative Agent, the Funding Agents and Lenders expressly acknowledge that
neither the Collateral Agent nor any of its directors, officers, agents or
employees has made any representations or warranties to it and that no act by
the Collateral Agent hereafter taken, including any review of the affairs of
the Transaction Parties, shall be deemed to constitute any representation or
warranty by the Collateral Agent.


 


(b)                               Each Lender and
Funding Agent represents and warrants to the Collateral Agent that,
independently and without reliance upon the Collateral Agent, the
Administrative Agent, any other Funding Agent or any other Lender and based on
such documents and information as it has deemed appropriate, it has made and
will continue to make its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and creditworthiness
of each Transaction Party and the Receivables and its own 


 


75

















 


decision to enter into this Agreement and to take, or omit, action under
any Transaction Document. Except for items expressly required to be delivered
under any Transaction Document by the Collateral Agent to a Funding Agent, the
Administrative Agent or Lender, the Collateral Agent shall not have any duty or
responsibility to provide any Funding Agent, the Administrative Agent or any Lender
with any information concerning the Transaction Parties or any of their
Affiliates that comes into the possession of the Collateral Agent or any of its
directors, officers, agents, employees, attorneys-in-fact or Affiliates.


 


32.9                         Successor Collateral Agent


 


(a)                                The Collateral
Agent may, upon at least thirty (30) days’ notice to the Company, the Master
Servicer and the Administrative Agent, resign as Collateral Agent.


 


(b)                               Except as
provided below, such resignation shall not become effective until a successor
Collateral Agent is appointed by the Administrative Agent (acting on the
instructions of the Majority Lenders) and has accepted such appointment.


 


(c)                                If no successor
Collateral Agent shall have been so appointed by the Administrative Agent (acting
on the instructions of the Majority Lenders), within thirty (30) days after the
departing Collateral Agent’s giving of notice of resignation, the departing
Collateral Agent may, on behalf of the Majority Lenders, appoint a successor
Collateral Agent, which successor Collateral Agent shall be either a commercial
bank having short-term debt ratings of at least A-1 from S&P and P-1 from
Moody’s or a Subsidiary of such an institution and (so long as no Facility
Event has occurred and is continuing hereunder) shall be acceptable to the
Company.


 


(d)                               If no successor
Collateral Agent shall have been so appointed by the Administrative Agent
(acting on the instructions of the Majority Lenders) within sixty (60) days
after the departing Collateral Agent’s giving of notice of resignation, the
departing Collateral Agent may, on behalf of the Majority Lenders, appoint a
successor Collateral Agent, which successor Collateral Agent shall be either a
commercial bank having short-term debt ratings of at least A-1 from S&P and
P-1 from Moody’s or a Subsidiary of such an institution or be a Trust
Corporation within the meaning of the Collateral Agent Act 1925.


 


(e)                                Upon such
acceptance of its appointment as Collateral Agent hereunder by a successor
Collateral Agent, such successor Collateral Agent shall succeed to and become
vested with all the rights and duties of the retiring Collateral Agent, and the
retiring Collateral Agent shall be discharged from any further duties and
obligations under the Transaction Documents.


 


(f)                                  After any
retiring Collateral Agent’s resignation hereunder, the provisions of Section 2.01 of the Servicing Agreement and Section 14, Section 36.12 and
this Section 32 of this Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Collateral Agent.


 


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32.10                   Collateral Agent as joint and several creditor


 


(a)                                  Each party agrees
that the Collateral Agent:


 


(i)                                     will be the joint
and several creditor (together with the Lenders) of each and every obligation
of the Company towards the Lenders under this Agreement; and


 


(ii)                                  will have its own
independent right to demand performance by the Company of those obligations.


 


(b)                                 Discharge by the
Company of any obligation owed by it to the Collateral Agent and the Lenders
shall, to the same extent, discharge the corresponding obligation owing to the
other.


 


(c)                                  Without limiting
or affecting the Collateral Agent’s rights against the Company (whether under
this paragraph or under any other provision of the Transaction Documents), the
Collateral Agent agrees with the Lenders (on a several and divided basis) that,
subject to Section 32.10(d), it will not
exercise its rights as a joint and several creditor except with the consent of
the Administrative Agent (acting on the instructions of the Majority Lenders).


 


(d)                                 Nothing in Section 32.10(c) shall in any way limit the
Collateral Agent’s right to act in the protection and preservation of rights
under or to enforce any Security Document as contemplated by this Agreement
and/or the relevant Security Document (or to do any act reasonably incidental
to any of the above).


 


33.                               ROLE OF EACH FUNDING AGENT


 


33.1                         Authorization and Action


 


(a)                                  Each of the
Lenders hereby appoints and authorizes its Funding Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the
other Transaction Documents as are delegated to each Funding Agent by the terms
hereof and the other Transaction Documents, together with such powers as are
reasonably incidental thereto.


 


(b)                                 No Funding Agent
shall have any duties other than those expressly set forth in the Transaction
Documents, and no implied obligations or liabilities shall be read into any
Transaction Document, or otherwise exist, against any Funding Agent.


 


(c)                                  No Funding Agent
has assumed, nor shall it be deemed to have assumed, any obligation to, or
relationship of trust or agency with any Transaction Party or Lender except as
otherwise expressly agreed by such Funding Agent.


 


(d)                                 Notwithstanding
any provision of this Agreement or any other Transaction Document, in no event
shall any Funding Agent ever be required to take any action which exposes such
Funding Agent to personal liability or which is contrary to any provision of
any Transaction Document or applicable Requirements of Law.


 


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33.2                         Funding Agent’s Reliance, etc.


 


Neither any Funding Agent nor
its respective directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them as Funding Agent under or in
connection with this Agreement or the other Transaction Documents in the
absence of its or their own negligence or willful misconduct. Without limiting
the generality of the foregoing, each Funding Agent:


 


(a)                                  may consult with
legal counsel (including counsel for the Collateral Agent, the Company, the
Master Servicer or the Contributor), independent certified public accountants
and other experts selected by them 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;


 


(b)                                 makes no warranty
or representation to any Lender (whether written or oral) and shall not be
responsible to any Lender for any statements, warranties or representations
(whether written or oral) made in or in connection with this Agreement or any
other Transaction Document;


 


(c)                                  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 on the part of any Transaction Party or any other Person,
or to inspect the property (including the books and records) of any Transaction
Party;


 


(d)                                 shall not be
responsible to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any other Transaction
Documents or any other instrument or document furnished pursuant hereto; and


 


(e)                                  shall incur no
liability under or in respect of this Agreement or any other Transaction
Document by acting upon any notice (including notice by telephone), consent,
certificate or other instrument or writing (which may be by facsimile) believed
by them to be genuine and signed or sent by the proper party or parties.


 


33.3                         Funding Agent and Affiliates


 


(a)                                  In the event that
any Funding Agent is a Lender, with respect to any Loan or interests therein
owned by it, it shall have the same rights and powers under this Agreement as
any Lender and may exercise the same as though it was not a Funding Agent.


 


(b)                                 Each Funding
Agent and any of its Affiliates may generally engage in any kind of business
with any Transaction Party or the Company, any of their respective Affiliates
and any Person who may do business with or own securities of any Transaction
Party or the Company or any of their respective Affiliates, all as if such
Funding Agent were not a Funding Agent and without any duty to account therefor
to any Lenders.


 


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33.4                         Indemnification of Funding Agent


 


Each Lender agrees to
indemnify its Funding Agent (to the extent not reimbursed by the Transaction
Parties), 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 Funding Agent in any way relating to or arising out of
this Agreement or any other Transaction Document or any action taken or omitted
by such Funding Agent under this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from its Funding Agent’s
negligence or willful misconduct.


 


33.5                         Delegation of Duties


 


Each Funding Agent may execute
any of its duties through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
No Funding Agent shall be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with reasonable care.


 


33.6                         Action or Inaction by Funding Agent


 


(a)                                  Each Funding
Agent shall in all cases be fully justified in failing or refusing to take
action under any Transaction Document unless they shall first receive such
advice or concurrence of the Lender in its Lender Group and assurance of its
indemnification by the Lender in its Lender Group, as it deems appropriate.


 


(b)                                 Each Funding
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Transaction Document in accordance
with a request or at the direction of the Lender in its Lender Group and such request
or direction and any action taken or failure to act pursuant thereto shall be
binding upon such Lender.


 


33.7                         Notice of Facility Events


 


(a)                                  No Funding Agent
shall be deemed to have knowledge or notice of the occurrence of any Facility
Event or any other default or termination event under the Transaction Documents
unless such Funding Agent has received notice from the Collateral Agent, any
other Funding Agent, the Administrative Agent, any Lender, the Master Servicer
or the Company stating that such event has occurred hereunder or thereunder and
describing such termination event or default.


 


(b)                                 If a Funding
Agent receives such a notice, it shall promptly give notice thereof to the
Lender in its Lender Group and to the Administrative Agent and the Collateral
Agent (but only if such notice received by such Funding Agent was not sent to
the Administrative Agent and the 
Collateral Agent).


 


(c)                                  Each Funding
Agent may take such action concerning a Facility Event as may be directed by
the Lender in its Lender Group (subject to the other provisions of this Section 33) but until such Funding Agent receives such
directions, such 


 


79

















 


Funding Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, as such Funding Agent deems advisable.


 


33.8                         Non-Reliance on Funding Agent Other Parties


 


(a)                                  Except to the
extent otherwise agreed to in writing between a Lender and its Funding Agent,
each Lender expressly acknowledges that neither its Funding Agent nor any of
its Funding Agent’s directors, officers, agents or employees has made any
representations or warranties to it and that no act by such Funding Agent
hereafter taken, including any review of the affairs of the Transaction Parties,
shall be deemed to constitute any representation or warranty by such Funding
Agent.


 


(b)                                 Each Lender
represents and warrants to its Funding Agent that, independently and without
reliance upon such Funding Agent, the Collateral Agent or any other Lender and
based on such documents and information as it has deemed appropriate, it has
made and will continue to make its own appraisal of and investigation into the
business, operations, property, prospects, financial and other conditions and
creditworthiness of the Transaction Parties and the Receivables and its own
decision to enter into this Agreement and to take, or omit, action under any
Transaction Document. Except for items expressly required to be delivered under
any Transaction Document by a Funding Agent to the Lender in its Lender Group,
the Collateral Agent, the Administrative Agent, any other Lender or any other
Funding Agent, no Funding Agent shall have any duty or responsibility to
provide its Lender, the Collateral Agent, the Administrative Agent, any other
Lender or any other Funding Agent, with any information concerning the
Transaction Parties or any of their Affiliates that comes into the possession
of such Funding Agent or any of its directors, officers, agents, employees,
attorneys in- fact or Affiliates.


 


33.9                         Successor Funding Agent


 


(a)                                  Each Funding
Agent may, upon at least thirty (30) days notice to the Collateral Agent, the
Company, the Master Servicer, the Administrative Agent and its Lender resign as
a Funding Agent.


 


(b)                                 Such resignation
shall not become effective until a successor Funding Agent is appointed in the
manner prescribed by the relevant Program Support Agreements or, in the absence
of any provisions in such Program Support Agreements providing for the
appointment of a successor Funding Agent, until a successor Funding Agent is
appointed by the Lender in its Lender Group and such successor Funding Agent
has accepted such appointment.


 


(c)                                  If no successor
Funding Agent shall have been so appointed within thirty (30) days after the
departing Funding Agent’s giving of notice of resignation, then the departing
Funding Agent may, on behalf of its Lender, appoint a successor Funding Agent,
which successor Funding Agent shall be either a commercial bank having
short-term debt ratings of at least A-1 from S&P and P-1 from Moody’s or an
Affiliate of such an institution.


 


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(d)                                 Upon such
acceptance of its appointment as Funding Agent hereunder by a successor Funding
Agent, such successor Funding Agent shall succeed to and become vested with all
the rights and duties of the retiring Funding Agent (including the provisions
of Section 33.9(b)), and the retiring
Funding Agent shall be discharged from any further duties and obligations under
the Transaction Documents.


 


(e)                                  After a Funding
Agent’s resignation hereunder, the provisions of Section 12,
Section 36.12 and this Section 33.9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was a Funding Agent.


 


33.10                   Reliance on Funding Agent


 


Unless otherwise advised in
writing by any Funding Agent or by any Lender, each party to this Agreement may
assume that:


 


(a)                                  each Funding
Agent is acting for the benefit and on behalf of the Lender in its Lender Group
as well as for the benefit of each assignee or other transferee from any such
Person; and


 


(b)                                 each action taken
by a Funding Agent has been duly authorized and approved by all necessary
action on the part of the Lender in its Lender Group.


 


34.                               ROLE OF THE ADMINISTRATIVE AGENT


 


34.1                         Authorization and Action


 


(a)                                  Each of the
Lenders and the Funding Agents hereby appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Transaction Documents as are
delegated to the Administrative Agent by the terms hereof and the other
Transaction Documents, together with such powers as are reasonably incidental
thereto.


 


(b)                                 The
Administrative Agent shall not have any duties other than those expressly set
forth in the Transaction Documents, and no implied obligations or liabilities
shall be read into any Transaction Document, or otherwise exist, against the
Administrative Agent.


 


(c)                                  The
Administrative Agent does not assume, nor shall it be deemed to have assumed,
any obligation to, or relationship of trust or agency with any Transaction
Party, Funding Agent or Lender except as otherwise expressly agreed by the
Administrative Agent.


 


(d)                                 Notwithstanding
any provision of this Agreement or any other Transaction Document, in no event
shall the Administrative Agent ever be required to take any action which
exposes the Administrative Agent to personal liability or which is contrary to
any provision of any Transaction Document or applicable Requirements of Law.


 


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34.2                         Administrative Agent’s Reliance, Etc.


 


Neither the Administrative
Agent nor any of its directors, officers, agents or employees shall be liable
for any action taken or omitted to be taken by it or them as the Administrative
Agent under or in connection with this Agreement or the other Transaction
Documents in the absence of its or their own negligence or willful misconduct.
Without limiting the generality of the foregoing, the Administrative Agent:


 


(a)                                  may consult with
legal counsel (including counsel for the Collateral Agent, the Company, the
Master Servicer or the Contributor), independent certified 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;


 


(b)                                 makes no warranty
or representation to any Lender, the Collateral Agent or any Funding Agent
(whether written or oral) and shall not be responsible to any Lender, the
Collateral Agent or any Funding Agent for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement or any other Transaction Document;


 


(c)                                  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 on the part of any Transaction Party or any other Person,
or to inspect the property (including the books and records) of any Transaction
Party;


 


(d)                                 shall not be
responsible to any Lender, the Collateral Agent or any Funding Agent for the
due execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any other Transaction Documents or any other
instrument or document furnished pursuant hereto; and


 


(e)                                  shall incur no
liability under or in respect of this Agreement or any other Transaction
Document by acting upon any notice (including notice by telephone), consent,
certificate or other instrument or writing (which may be by facsimile) believed
by it to be genuine and signed or sent by the proper party or parties.


 


34.3                         Administrative Agent and Affiliates


 


With respect to any Loan or
interests therein owned by it, the Administrative Agent shall have the same
rights and powers under this Agreement as any Lender and may exercise the same
as though it were not the Administrative Agent. The Administrative Agent and
any of its Affiliates may generally engage in any kind of business with any
Transaction Party or the Company, any of their respective Affiliates and any
Person who may do business with or own securities of any Transaction Party or
the Company or any of their respective Affiliates, all as if the Administrative
Agent were not the Administrative Agent and without any duty to account
therefor to any Lenders.


 


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34.4                         Indemnification of Administrative Agent


 


Each Lender agrees to
indemnify the Administrative Agent (to the extent not reimbursed by the
Transaction Parties), ratably according to its Pro Rata Share, 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 the
Administrative Agent in any way relating to or arising out of this Agreement or
any other Transaction Document or any action taken or omitted by the
Administrative Agent under this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Administrative Agent’s
negligence or willful misconduct.


 


34.5                         Delegation of Duties


 


The Administrative Agent may
execute any of its duties through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.


 


34.6                         Action or Inaction by Administrative Agent


 


(a)                                  The
Administrative Agent shall in all cases be fully justified in failing or
refusing to take action under any Transaction Document unless it shall first
receive such advice or concurrence of the Lenders and assurance of its
indemnification by the Lenders, as it deems appropriate.


 


(b)                                 The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Transaction Document
in accordance with a request or at the direction of the Majority Lenders or, if
the Transaction Documents expressly specify that the relevant action requires
the consent or direction of all the Funding Agents, all the Funding Agents and
such request or direction and any action taken or failure to act pursuant
thereto shall be binding upon all Lenders and the Funding Agents.


 


34.7                         Notice of Facility Events


 


(a)                                  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Facility Event or any other default or termination event
under the Transaction Documents unless the Administrative Agent has received
notice from the Collateral Agent, any Funding Agent, any Lender, the Master
Servicer or the Company stating that such event has occurred and describing
such termination event or default.


 


(b)                                 If the Administrative
Agent receives such a notice, it shall promptly give notice thereof to the
Funding Agents, the Lenders and to the Collateral Agent (but only if such
notice received by the Administrative Agent was not sent to such Persons).


 


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(c)                                  The
Administrative Agent may take such action concerning a Facility Event or any
other matter hereunder as may be directed by the Majority Lenders or, if the
Transaction Documents expressly specify that the relevant action requires the
consent or direction of all the Funding Agents, all the Funding Agents (subject
to the other provisions of this Section 34
but until the Administrative Agent receives such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, as the Administrative Agent deems advisable.


 


34.8                         Non-Reliance on Administrative Agent Other Parties


 


(a)                                  Each Lender and
Funding Agent expressly acknowledges that neither the Administrative Agent nor
any of the Administrative Agent’s directors, officers, agents or employees has
made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of
the Transaction Parties, shall be deemed to constitute any representation or
warranty by the Administrative Agent.


 


(b)                                 Each Lender and
Funding Agent represents and warrants to the Administrative Agent that,
independently and without reliance upon the Administrative Agent, the Collateral
Agent, any other Funding Agent or any other Lender and based on such documents
and information as it has deemed appropriate, it has made and will continue to
make its own appraisal of and investigation into the business, operations,
property, prospects, financial and other conditions and creditworthiness of the
Transaction Parties and the Receivables and its own decision to enter into this
Agreement and to take, or omit, action under any Transaction Document. Except
for items expressly required to be delivered under any Transaction Document by
the Administrative Agent to any Lender, any Funding Agent, or the Collateral
Agent, the Administrative Agent shall not have any duty or responsibility to
provide any Funding Agent, any Lender or the Collateral Agent with any
information concerning the Transaction Parties or any of their Affiliates that
comes into the possession of the Administrative Agent or any of its directors,
officers, agents, employees, attorneys in- fact or Affiliates.


 


34.9                         Successor Administrative Agent


 


(a)                                  The
Administrative Agent may, upon at least thirty (30) days notice to the
Collateral Agent, the Company, the Master Servicer, the Funding Agents and the
Lenders resign as Administrative Agent.


 


(b)                                 Such resignation
shall not become effective until a successor Administrative Agent is appointed
by the Lenders and has accepted such appointment.


 


(c)                                  If no successor
Administrative Agent shall have been so appointed within thirty (30) days after
the departing Administrative Agent ‘s giving of notice of resignation, then the
departing Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, which successor Administrative Agent shall be
either a commercial bank having short-term debt ratings of at least A-1 from
S&P and P-1 from Moody’s or an Affiliate of such an institution.


 


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(d)                                 Upon such
acceptance of its appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall succeed to and
become vested with all the rights and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from any
further duties and obligations under the Transaction Documents.


 


(e)                                  After the
Administrative Agent’s resignation hereunder, the provisions of Section 12, Section 36.12  and this Section 34.9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent.


 


34.10                   Reliance on Administrative Agent


 


Unless
otherwise advised in writing by the Administrative Agent, each party to this
Agreement may assume that:


 


(a)                                  the
Administrative Agent is acting for the benefit and on behalf of each of the
Lenders and Funding Agents, as well as for the benefit of each assignee or
other transferee from any such Person; and


 


(b)                                 each action taken
by the Administrative Agent has been duly authorized and approved by all
necessary action on the part of the Lenders or the Funding Agents (as applicable).


 


34.11                   Reports


 


The Administrative Agent shall
provide to the Collateral Agent any Monthly Settlement Reports and Daily
Reports received pursuant to this Agreement reasonably promptly following a
request by the Collateral Agent for any such any such Monthly Settlement
Reports or Daily Reports.


 


34.12                   Consent to Scope of Audit


 


Each Lender, by becoming a
party to this Agreement, authorizes the Administrative Agent:


 


(a)                                  to execute on its
behalf a letter agreement with respect to the limited engagement of, and
consenting to the Scope of Audit to be performed by, a firm of nationally
recognized independent public accountants acceptable to such the Administrative
Agent in connection with the transactions contemplated by the Transaction
Documents; and


 


(b)                                 to approve
additional audit procedures.


 


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PART 11

ADMINISTRATION


 


35.                               PAYMENTS AND COMPUTATIONS, ETC.


 


35.1                         Payments


 


(a)                                  All amounts to be
paid by the Company (or the Administrative Agent on its behalf) to the
Collateral Agent, the Administrative Agent, any Lender or any Facility
Indemnified Party hereunder shall be paid no later than 2:00 p.m. (London
time) on the day when due in immediately available funds (without counterclaim,
set-off, deduction, defense, abatement, suspension or deferment) to the account
of the Administrative Agent.  All amounts
to be deposited by the Company or the Administrative Agent into any Company
Concentration Account or any other account shall be deposited in immediately
available funds no later than 12:30 p.m. (London time) on the date when
due.


 


(b)                                 The Company (or
the Administrative Agent on its behalf) shall, to the extent permitted by
Requirements of Law, pay interest on any amount not paid or deposited by it
when due hereunder (after as well as before judgment), at an interest rate per
annum equal to the Default Interest Rate, payable on demand.


 


(c)                                  All computations
of Interest, Fees, and other amounts hereunder shall be made on the basis of a
year of 365 days (or 366, as applicable) in the case of Sterling amounts and
360 days in the case of U.S. Dollar and Euro amounts, for the actual number of
days (including the first but excluding the date of payment) elapsed.


 


(d)                                 Whenever any
payment or deposit to be made hereunder shall be due on a day other than a
Funding Business Day, such payment or deposit shall be made on the next
succeeding Funding Business Day and such extension of time shall be included in
the computation of such payment or deposit.


 


(e)                                  Any computations
by the Administrative Agent or a Funding Agent of amounts payable by the
Company hereunder shall be binding upon the Company absent manifest error.


 


(f)                                    All payments of
principal and Interest in respect of any Loan shall be made in the same
Approved Currency as the Approved Currency in which such Loan is denominated.
All other payments to be made by the Company (or the Administrative Agent on
its behalf) hereunder shall be made in accordance with the provision of this
Agreement.


 


(g)                                 The
Administrative Agent shall remit in like funds to each Lender (or its Funding
Agent) its applicable pro rata  share (based on the
amount each such Lender’s Principal Balance of Loans represents of the
Principal Balance of all Loans of each such payment received by the Administrative
Agent for the account of the Lenders.


 


35.2                         Conversion of Currencies


 


(a)                                  To the extent
practicable, the Company (or the Master Servicer or the Collateral Agent, as
applicable, acting on its behalf) shall apply funds in the


 


86
















 


Company Concentration Account denominated in a currency to the payment
of amounts in the same currency.


 


(b)                                 On any Settlement
Date, in applying funds in accordance with the order of priority set forth in
the Pre-Enforcement Priority of Payments or the Post-Enforcement Priority of
Payments, as applicable, to the extent that an amount payable in accordance
with such order of priority in an Approved Currency exceeds the amount of funds
in the Company Concentration Account denominated in that Approved Currency (an “Approved Currency Shortfall”) and funds denominated in any
other Approved Currency are available in the Company Concentration Account
prior to making payment of any amounts ranking lower in such order of priority,
then the Company (or the Master Servicer or the Collateral Agent, as
applicable, acting on its behalf) shall instruct the Company Account Bank to
convert such other funds into the currency of the Approved Currency Shortfall
and the Company (or the Master Servicer or the Collateral Agent, as applicable,
acting on its behalf) shall apply such converted funds in payment of the
amounts comprising the Approved Currency Shortfall.


 


(c)                                  Whenever any
computation or calculation hereunder requires the aggregation of amounts
denominated in more than one Approved Currency, all amounts that are
denominated in a Local Currency shall be converted to Euro using the Spot Rate
as at the date immediately preceding the date of such calculation.


 


(d)                                 The Master
Servicer shall provide instructions to the Company and the Collateral Agent
with respect to conversion of funds from one currency into another currency and
the Company and the Collateral Agent are each hereby authorized, to the extent
it is required to convert funds in one currency into funds in another currency
in order to make any payment or distribution, to convert such funds at the Spot
Rate.


 


35.3                         Redenomination of Local Currencies


 


Each obligation of any party
to this Agreement to make a payment denominated in the national currency unit
of any member state of the European Union that adopts the Euro as its lawful
currency after the date hereof shall be redenominated into Euro at the time of
such adoption (in accordance with the EMU Legislation). If, in relation to the
currency of any such member state, the basis of accrual of interest expressed
in this Agreement in respect of that currency shall be inconsistent with any
convention or practice in the London Interbank Market for the basis of accrual
of interest in respect of the Euro, such expressed basis shall be replaced by
such convention or practice with effect from the date on which such member
state adopts the Euro as its lawful currency; provided
that if any Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with
respect to such Borrowing, at the end of then current Settlement Period.


 


Without
prejudice and in addition to any method of conversion or rounding prescribed by
any EMU Legislation and:


 


(a)                                  without limiting
the liability of the Company for any amount due under this Agreement or any
other Transaction Document; and


 


87





















 


(b)                                 without
increasing any Commitment of any Lender,


 


all references in this
Agreement or any other Transaction Document to minimum amounts (or integral
multiples thereof) denominated in the national currency unit of any member
state of the European Union that adopts the Euro as its lawful currency after
the date hereof shall, immediately upon such adoption, be replaced by
references to such minimum amounts (or integral multiples thereof) as shall be
specified herein with respect to Borrowings denominated in Euro.


 


Each provision of this
Agreement and the other Transaction Documents shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect the adoption of the Euro by any
member state of the European Union and any relevant market conventions or
practices relating to the Euro.


 


36.                               MISCELLANEOUS


 


36.1                         Liability of the Company


 


Except as set forth below in Section 36.2, the Company shall be liable for all
obligations, covenants, representations and warranties of the Company arising
under or related to this Agreement or any other Transaction Document. Except as
provided in the preceding sentence and otherwise herein, the Company shall be
liable only to the extent of the obligations specifically undertaken by it in
its capacity as Company hereunder. 
Notwithstanding any other provision hereof or of any Agreement, the sole
remedy of the Collateral Agent (in its individual capacity or as Collateral
Agent), the Lenders, the other Secured Parties or any other Person in respect
of any obligation, covenant, representation, warranty or agreement of the
Company under or related to this Agreement or any other Transaction Document
shall be against the assets of the Company, subject to the payment priorities
contained herein. Neither the Collateral Agent, the Lenders, the other Secured
Parties nor any other Person shall have any claim against the Company to the
extent that the Company’s assets are insufficient to meet such obligations,
covenant, representation, warranty or agreement (the difference being referred
to herein as a “Shortfall”) and all claims in
respect of the Shortfall shall be extinguished.


 


36.2                         Limitation on Liability of the Company


 


Subject to Sections 36.1 and 36.11, neither
the Company nor any of their respective managers or officers or employees or
agents shall be under any liability to the Collateral Agent, the Lenders, the
other Secured Parties or any other Person for any action taken or for
refraining from the taking of any action pursuant to this Agreement or any
other Transaction Document whether or not such action or inaction arises from
express or implied duties under any Transaction Document; provided,
however, that this provision shall not protect the Company against
any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of any duties or by reason of
reckless disregard of any obligations and duties hereunder.


 


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36.3                         Merger or Consolidation of, or Assumption of the
Obligations of, Huntsman International or the Company


 


(a)                                  Huntsman
International shall not consolidate with or merge into any other corporation or
convey, transfer or dispose of its properties and assets (including in the case
of Huntsman International its consolidated Subsidiaries as property and assets)
substantially as an entirety to any Person, or engage in any corporate
restructuring or reorganization, or liquidate or dissolve unless:


 


(i)                                     the business
entity formed by such consolidation or into which Huntsman International is
merged or the Person which acquires by conveyance, transfer or disposition of
the properties and assets of Huntsman International substantially as an
entirety, if Huntsman International is not the surviving entity, shall
expressly assume, by an agreement hereto, executed and delivered to the
Collateral Agent, the Funding Agents and the Administrative Agent, in form and
substance reasonably satisfactory to the Collateral Agent, the Funding Agents
and the Administrative Agent, the performance of every covenant and obligation
of Huntsman International under the Transaction Documents;


 


(ii)                                  Huntsman
International has delivered to the Collateral Agent, the Funding Agents and the
Administrative Agent a Certificate of a Responsible Officer and an Opinion of
Counsel (which, as to factual matters, may be based on a certificate by
Huntsman International) each stating that such consolidation, merger,
restructuring, reorganization, conveyance, transfer or disposition or
engagement in any corporate restructuring or reorganization and such
supplemental agreement comply with this Section 36.3,
that such agreement is a valid and binding obligation of such surviving entity
enforceable against such surviving entity in accordance with its terms, except
as such enforceability may be limited by Applicable Insolvency Laws and except
as such enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity), and that all conditions precedent
herein provided for relating to such transaction have been complied with; and


 


(iii)                               the Company shall
have delivered to the Collateral Agent, the Funding Agents and the
Administrative Agent a Tax Opinion, dated the date of such consolidation,
merger, restructuring, reorganization, conveyance or transfer, with respect
thereto.


 


(b)                                 The obligations
of the Company hereunder shall not be assigned nor shall any Person succeed to
the obligations of the Company hereunder.


 


(c)                                  Notwithstanding
satisfaction of the conditions set forth in this Section 36.3
or the conditions set forth in Section 5.01
of the Servicing Agreement and Section 6.11
(or any corresponding Section) of the Origination Agreements, the occurrence of
any such event set forth in such Sections shall require the delivery to the
Administrative Agent of the prior written consent of each Funding Agent, such
consent not to be unreasonably withheld; provided, 


 


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however, that if such event is a merger, consolidation,
restructuring or reorganization between Affiliates of Huntsman International
and the relevant Transaction Party is the surviving entity, then the prior
written consent of the Funding Agents shall not be required.


 


36.4                         Protection of Right, Title and Interest to Collateral


 


The Company (or the Master
Servicer on behalf of the Company) shall cause this Agreement, the Servicing
Agreement and any other relevant Transaction Document, all amendments thereto
and/or all financing statements and continuation statements and any other
necessary documents covering the Collateral Agent’s right, title and interest
to the Collateral to be promptly recorded, registered and filed, and at all
times to be kept recorded, registered and filed, all in such manner and in such
places as may be required by law fully to preserve and protect the right, title
and interest of the Collateral Agent hereunder to all property comprising the
Collateral. The Company (or the Master Servicer on behalf of the Company) shall
deliver to the Collateral Agent copies of, or filing receipts and
acknowledgment copies for, any document recorded, registered or filed as
provided above, as soon as available following such recording, registration or
filing. In the event that the Master Servicer fails to file such financing or
continuation statements and the Collateral Agent has received an Opinion of
Counsel, at the expense of the Company, that such filing is necessary to fully
preserve and to protect the Collateral Agent’s right, title and interest in any
Collateral, then the Collateral Agent shall have the right to file the same on
behalf of the Master Servicer, the Company and the Collateral Agent shall be
reimbursed and indemnified by the Company for making such filing. The Company
shall cooperate fully with the Master Servicer in connection with the
obligations set forth above and will execute any and all documents reasonably
required to fulfill the intent of this Section 36.4.


 


36.5                         Effectiveness


 


This Agreement shall be
binding on the parties hereto with effect as at the date hereof.


 


36.6                         Further Assurances


 


Each of the Company, the
Master Servicer and the Collateral Agent agrees, from time to time, to do and
perform any and all acts and to execute any and all further instruments
required or reasonably requested by the Administrative Agent or the Funding
Agents more fully to give effect to the purposes of this Agreement and the
other Transaction Documents, the grant of security interest in the Collateral
and the making of the loans hereunder, including, in the case of the Company
and the Master Servicer, the execution of any financing or registration
statements or similar documents or notices or continuation statements relating
to the Collateral for filing or registration under the provisions of the
relevant UCC or similar legislation of any applicable jurisdiction; provided that, in the case of the Collateral Agent, the
Collateral Agent shall have received reasonable assurance in writing of
adequate reimbursement and indemnity in connection with taking such action
before the Collateral Agent shall be required to take any such action.


 


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36.7                         Power of Attorney


 


(a)                                  The Company
authorizes the Collateral Agent, and hereby irrevocably appoints the Collateral
Agent, as its agent and attorney in fact coupled with an interest, with full
power of substitution and with full authority in place of the Company, to take
any and all steps in the Company’s name and on behalf of the Company, that are
necessary or desirable, in the determination of the Collateral Agent to collect
amounts due under the Receivables and the other Receivable Assets, including: (a) endorsing
the Company’s name on checks and other instruments representing Collections of
Receivables and the other Receivable Assets and enforcing the Receivable
Assets; (b) taking any of the actions provided for under Section 7.03 of the Contribution Agreement (or the
corresponding provisions of any Origination Agreement); and (c) enforcing
the Receivables and the other Receivable Assets, including to ask, demand,
collect, sue for, recover, compromise, receive and give aquittance and receipts
for moneys due and to become due under or in connection with therewith and to
file any claims or take any action or institute any proceedings that the
Collateral Agent (or any designee thereof) may deemed to be necessary or
desirable for the collection thereof or to enforce compliance with the other
terms and conditions of, or to perform any obligations or enforce any rights of
the Company in respect of, the Receivables and the other Receivable
Assets.  The rights under this Section 36.7 shall not be exercisable with respect to
the Company unless an Originator Termination Event has occurred and is
continuing with respect to a relevant Originator (and then only to Receivables
originated by such Originator) or a Program Termination Event as set forth in Section 7.02(a) of the Contribution Agreement or a
Termination Event has occurred and is continuing.


 


(b)                                 By execution and
delivery of this Agreement, the Company, as owner of the Receivables and the
Collections, hereby appoints Barclays Bank PLC for itself as its lawful agent
for the purpose, as the case may be, of serving Notice of Subrogation on any or
all Obligors pursuant to and subject to the conditions of the French
Receivables Purchase Agreement.  For the
avoidance of doubt, the power of attorney granted hereunder is for the benefit
of Barclays Bank PLC and not as trustee, agent, representative or “commissionaire”
of any other party.


 


36.8                         Certain Information


 


The Master Servicer and the
Company shall promptly provide to the Collateral Agent such information in
computer tape, hard copy or other form regarding the Receivables or other
Collateral as the Collateral Agent may reasonably determine to be necessary to
perform its obligations hereunder.


 


36.9                         Third-Party Beneficiaries


 


This Agreement will inure to
the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as provided in this Section 36.9 or to the extent provided in relation to
any Facility Indemnified Parties, no other Person will have any right or
obligation hereunder.


 


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36.10                   Merger and Integration


 


Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement and the Servicing Agreement.
This Agreement and the Servicing Agreement may not be modified, amended,
waived, or supplemented except as provided herein.


 


36.11                   Responsible Officer Certificates; No Recourse


 


Any certificate executed and
delivered by a Responsible Officer of the Master Servicer, the Company or the
Collateral Agent pursuant to the terms of the Transaction Documents shall be
executed by such Responsible Officer not in an individual capacity but solely
in his or her capacity as an officer of the Company or the Collateral Agent, as
applicable, and such Responsible Officer will not be subject to personal
liability as to matters contained in the certificate. A manager, officer,
employee or shareholder, as such, of the Company shall not have liability for
any obligation of the Company hereunder or under any Transaction Document or
for any claim based on, in respect of, or by reason of, any Transaction
Document, unless such claim results from the gross negligence, fraudulent acts
or willful misconduct of such manager, officer, employee or shareholder.


 


36.12                   Costs and Expenses


 


The Company agrees to pay all
reasonable fees and out of pocket costs and expenses of the Collateral Agent,
the Liquidation Servicer, the Administrative Agent, each Funding Agent and each
Lender (including reasonable fees and disbursements of counsel to the
Collateral Agent, the Liquidation Servicer, the Administrative Agent, each
Funding Agent and each Lender) in connection with (i) the preparation,
execution and delivery of this Agreement and the other Transaction Documents
and amendments or waivers of any such documents, (ii) the reasonable
enforcement by the Collateral Agent, the Administrative Agent, any Funding
Agent or any Lender of the obligations and liabilities of the Company and the
Master Servicer under this Agreement, the other Transaction Documents or any
related document, (iii) any restructuring or workout of this Agreement or
any related document and (iv) any inspection of the Company’s and/or the
Master Servicer’s offices, properties, books and records and any discussions
with the officers, employees and the Independent Public Accountants of the
Company or the Master Servicer; provided, however,
that  in respect of payments of
out-of-pocket costs and expenses incurred pursuant to clause (iv) above,
the Company agrees to pay such out-of-pocket costs and expenses (a) in
connection with one inspection conducted once every calendar year prior to the
occurrence of a Termination Event or a Master Servicer Default; provided, however, that
such annual inspection with respect to a Funding Agent shall not exceed
$30,000; and (b) in connection with any inspection conducted following the
occurrence and during the continuance of a Termination Event or a Master
Servicer Default.


 


36.13                   No Waiver; Cumulative Remedies


 


No failure to exercise and no
delay in exercising, on the part of the Collateral Agent, the Administrative
Agent, any Funding Agent or any Lender, any right, remedy, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or 


 


92

















 


partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by law.


 


36.14                   Amendments


 


This Agreement may be amended
in writing from time to time by the Master Servicer, the Company, the
Administrative Agent and the Collateral Agent with the written consent of the
Majority Lenders for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall, unless
signed or consented to in writing by all Lenders, (i) extend the time for
payment, or reduce the amount, of any amount of money payable to or for the
account of any Lender under any provision of this Agreement, extend the
Commitment Termination Date, (ii) subject any Lender to any additional
obligation (including, any change in the determination of any amount payable by
any Lender) or (iii) change the Pro Rata Shares or the Aggregate
Commitment or the percentage of Lenders or Principal Balance of Loans which
shall be required for any action under this Section or any other provision
of this Agreement or any other Transaction Document.


 


36.15                   Severability


 


If any provision hereof is
void or unenforceable in any jurisdiction, such status shall not affect the
validity or enforceability of (i) such provision in any other jurisdiction
or (ii) any other provision hereof in such or any other jurisdiction.


 


36.16                   Notices


 


All notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy) and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when (i) delivered
by hand, (ii) upon the earlier of actual receipt or physical delivery
attempt, if deposited in the mail, postage prepaid or sent by recognized
courier service, or, (iii) in the case of telecopy, when received, in each
case addressed to the address set forth below, in case of the Company, the
Master Servicer, the Administrative Agent and the Collateral Agent, or, in the
case of any Funding Agent or Lender, at their addresses set forth on Schedule 1  or, if applicable, Attachment 1 to
any Commitment Transfer Agreement, or at such other address or facsimile number
as shall be designated by such party in a written notice to the other parties
hereto.


 


The
Company:


 


Huntsman Receivables Finance
LLC

c/o Huntsman International LLC

500 Huntsman Way

Salt Lake City, Utah 84108 

Attention: Office of General Counsel

Telephone No.: 1 (801) 532-5700

Facsimile No.: 1 (801) 584-5782

with a copy to the Master Servicer


 


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The Master Servicer:


 


Huntsman (Europe) BVBA

Everslaan 45

B-3078 Everberg

Belgium

Attention: Treasury Department

Phone No.: 32 2 758 9211

Facsimile No.: 32 2 759 5501


 


The Collateral Agent or
Administrative Agent:


 


Barclays Bank PLC


745 Seventh Avenue


New York, New York 10019


Attention: Mary Logan


Telephone No.: 1-(212)
412-3266


Facsimile No.: 1-(212)
412-6846


Email: ASGReports@barcap.com,
ASGOperations@barcap.com, w/ cc: to Mary.Logan@barcap.com,
Andrew.Shuster@barcap.com, Jason.Muncy@barcap.com


 


Notices, requests and demands
hereunder may be delivered or furnished by electronic communications pursuant
to procedures approved by the Master Servicer, the Administrative Agent, the
Funding Agents and the Collateral Agent. 
The Master Servicer, the Administrative Agent, the Funding Agents and
the Collateral Agent may, each in its discretion, agree to accept notices,
requests and demands to it hereunder by electronic communications pursuant to
procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.  Notwithstanding the
foregoing, the parties hereto agree that the Daily Reports delivered pursuant
to Section 20.1 may be delivered by
electronic communications.


 


36.17                   Successors and Assigns


 


(a)                                  This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


(b)                                 Any Lender may at
any time assign to one or more Eligible Assignees (any such assignee shall be
referred to herein as “Acquiring Lender”)
all or a portion of its interests, rights and obligations under this Agreement
and the Transaction Documents; provided, however, that:


 


(i)                                     the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Commitment Transfer Agreement with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
€10,000,000 (or, if less, the entire remaining amount of such Lender’s
Commitment);


 


(ii)                                  the parties to
each such assignment shall execute and deliver to the Administrative Agent and
the related Funding Agent a Commitment Transfer Agreement, substantially in the
form of Schedule 5, together 


 


94

















 


with, in the case of any assignment to a Person other than an Eligible
Assignee (excluding clause (B) of
the definition thereof), a processing and recordation fee payable to the
Administrative Agent of $3,500;


 


(iii)                               the Acquiring
Lender, if it shall not already be a Lender shall deliver to the Administrative
Agent and the related Funding Agent an Administrative Questionnaire,
substantially in the form of Schedule 10 and


 


(iv)                              subject to the
provisions of this section, unless a Termination Event has occurred and is
outstanding, the consent of the Company (not be unreasonably withheld or
delayed) is required for any assignment by a Lender; provided
that it would not be unreasonable to withhold consent if such consent is
withheld due to the credit worthiness of the Acquiring Lender or due to the
need to limit the number of Acquiring Lenders. The Company will be deemed to
have given its consent five (5) Business Days after a Lender has requested
it unless consent has been expressly refused by the Company within such time.


 


Notwithstanding the provisions
of sub-clause (iv) above, any Lender
can assign all or a portion of its interests, rights and obligations under this
Agreement and the Transaction Documents to the Conduit Assignee of such Lender,
which Conduit Assignee is rated at least “A-1” by S&P and at least “P-1” by
Moody’s, without consent; provided that
such assignment would not result in adverse tax consequences with respect to
the obligations of the Company pursuant to Section 10
or increased costs for the Company or any of its Affiliates with respect to the
obligations of the Company or such Affiliate pursuant to Section 10,
in which instance Company consent would be required (which consent may not be
unreasonably withheld). Upon acceptance and recording pursuant to Section 36.17(e), from and after the applicable
Transfer Effective Date (A) the Acquiring Lender thereunder shall be a
party hereto and, to the extent of the interest assigned by such Commitment
Transfer Agreement, have the rights and obligations of a Lender under this
Agreement and (B) the assigning Lender thereunder shall, to the extent of
the interest assigned pursuant to Commitment Transfer Agreement, be released
from its obligations under this Agreement and the other Transaction Documents
(and, in the case of a Commitment Transfer Agreement covering all or the
remaining portion of an assigning Lender’s rights and obligations under this
Agreement and the other Transaction Documents, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 9, 10, 12, 14 and 36.12,
as well as to any fees accrued for its account and not yet paid).


 


(c)                                  By executing and
delivering a Commitment Transfer Agreement, the assigning Lender thereunder and
the Acquiring Lender thereunder shall be deemed to confirm to and agree with
each other and the other parties hereto as follows:


 


(i)                                     such assigning
Lender warrants that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim and that its Commitment
and Loans being assigned, in each case 


 


95

















 


without giving effect to assignments thereof which have not become
effective, are as set forth in such Commitment Transfer Agreement;


 


(ii)                                  except as set
forth in sub-clause (i) above, such
assigning Lender 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, any other Transaction Document or any other
instrument or document furnished pursuant hereto or thereto, or the financial
condition of any Originator, the Master Servicer or the Company or the
performance or observance by any Originator, the Master Servicer or the Company
of any of their respective obligations under this Agreement, any other
Transaction Document or any other instrument or document furnished pursuant
hereto or thereto;


 


(iii)                               such Acquiring
Lender represents and warrants that it is legally authorized to enter into such
Commitment Transfer Agreement;


 


(iv)                              such Acquiring
Lender confirms that it has received a copy of this Agreement or any other
Transaction Document and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Commitment Transfer Agreement;


 


(v)                                 such Acquiring
Lender will independently and without reliance upon the Administrative Agent,
any Funding Agent, the Collateral Agent, the assigning Lender or any other
Lender 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 Document;


 


(vi)                              such Acquiring
Lender appoints and authorizes the Administrative Agent and its related Funding
Agent and the Collateral Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the other Transaction
Documents as are delegated to the Administrative Agent and its related Funding
Agent and the Collateral Agent, respectively, by the terms hereof, together
with such powers as are reasonably incidental thereto; and


 


(vii)                           such Acquiring
Lender agrees that it will perform in accordance with its terms all the
obligations which by the terms of this Agreement are required to be performed
by it as a Lender.


 


(d)                                 The
Administrative Agent shall maintain at one of its offices a copy of each
Commitment Transfer Agreement delivered to it and a register for the
recordation of the names and addresses of the Lender, and the Commitments of
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register as provided in this Section 36.17(c) shall be conclusive and the
Company, the Master Servicer, the Lenders, the


 


96




















 


Registrar, the Administrative Agent, the Funding Agents and the
Collateral Agent shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. In determining whether the
holders of the requisite Loans or Commitments have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, any Loans or
Commitments owned by the Company, the Master Servicer, the Servicer Guarantor,
any Originator or any Affiliate thereof, shall be disregarded and deemed not to
be outstanding, except that, in determining whether the Collateral Agent shall
be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only as Loans of Commitments which a Responsible
Officer of the Collateral Agent actually knows to be so owned shall be so
disregarded. The Register shall be available for inspection by the Company, the
Master Servicer, any Originator, the Lenders and the Collateral Agent, at any
reasonable time and from time to time upon reasonable prior notice.


 


(e)           Upon its receipt of a duly
completed Commitment Transfer Agreement executed by an assigning Lender and a
Acquiring Lender, an Administrative Questionnaire completed in respect of the
Acquiring Lender (unless the Acquiring Lender shall already be a Lender
hereunder) and the processing and recordation fee referred to in Section 36.17(b) above, (i) the
Administrative Agent and the related Funding Agent shall accept such Commitment
Transfer Agreement, (ii) the Administrative Agent shall record the
information contained therein in the Register and (iii) the related
Funding Agent shall give prompt written notice thereof to the Lender, the
Company, the Master Servicer and the Collateral Agent. No assignment shall be
effective unless and until it has been recorded in the Register as provided in
this Section 36.17(e).


 


(f)            Any Lender may sell
participations to one or more banks or other entities (the “Participants”) in all or a portion of its rights and
obligations under this Agreement and the other Transaction Documents (including
all or a portion of its Commitment); provided,
however, that:


 


(i)            such Lender’s obligations
under this Agreement shall remain unchanged;


 


(ii)           such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations;


 


(iii)          the Participants shall be
entitled to the benefit of the cost protection provisions contained in Sections 9, 10 and 12, 14, and shall be required to provide
the tax forms and certifications described in Section 11.2(d),
to the same extent as if they were Lenders; provided
that no such Participant shall be entitled to receive any greater amount
pursuant to such Sections than a Lender, as applicable, would have been
entitled to receive in respect of the amount of the participation sold by such
Lender to such Participant had no sale occurred;


 


(iv)          the Company, the Master
Servicer, the other Lenders, the Administrative Agent, the Funding Agents and
the Collateral Agent 


 


97

















 


shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement, and
such Lender shall retain the sole right to enforce its rights under this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement (other than amendments, modifications or waivers decreasing
any fees payable hereunder or the amount of principal of or the rate at which
interest is payable on the Loans, extending any scheduled principal payment
date or date fixed for the payment of interest on the Loans or increasing or
extending the Commitments); and


 


(v)           the sum of the aggregate
amount of any Commitment plus the
portion of the Principal Balance subject to such participation shall not be
less than €10,000,000.


 


(g)           Any Lender may, in connection
with any assignment or participation or proposed assignment or participation
pursuant to this Section 36.17, disclose to
the Acquiring Lender or Participant or proposed Acquiring Lender or Participant
any information relating to any Originator, the Master Servicer, or the Company
furnished to such Lender by or on behalf of such entities.


 


(h)           Neither the Company nor the
Master Servicer shall assign or delegate any of its rights or duties hereunder
other than to an Affiliate thereof without the prior written consent of the
Funding Agents, the Administrative Agent, the Collateral Agent and each Lender,
and any attempted assignment without such consent shall be null and void.


 


(i)            Notwithstanding any other
provisions herein, no transfer or assignment of any interests or obligations of
any Lender hereunder or any grant of participation therein shall be permitted
if such transfer, assignment or grant would result in a prohibited transaction
under Section 4975 of the Internal Revenue Code or Section 406 of
ERISA or cause the Collateral to be regarded as “plan assets” pursuant to 29
C.F.R. § 2510.3 101.


 


(j)            No provision of the
Transaction Documents shall in any manner restrict the ability of any Lender to
assign, participate, grant security interests in, or otherwise transfer any
portion of their respective Principal Balance. Without limiting the foregoing,
each Lender may, in one or a series of transactions, transfer all or any
portion of its Principal Balance, and its rights and obligations under the
Transaction Documents to a Conduit Assignee.


 


(k)           Any Lender may at any time
pledge or grant a security interest in all or any portion of its Loan and its
rights under this Agreement and the Transaction Documents to secure obligations
of such Lender to a Federal Reserve Bank, European Central Bank, Bank of
England or other central bank and this Section 36.17(k) shall
not prohibit or otherwise limit to any such pledge or grant of a security
interest; provided that no such pledge or grant
of a security interest shall release a Lender from any of its obligations
hereunder, or substitute any such pledgee or grantee for such Lender as a party
hereto.


 


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(l)            The Company and the Master
Servicer agree to assist each Lender, upon its reasonable request, in
syndicating its respective Commitments hereunder or assigning its rights and
obligations hereunder, including making management and representatives of the
Master Servicer and the Company reasonably available to participate in
informational meetings with potential assignees.


 


36.18       Counterparts


 


This Agreement may be executed
in any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same agreement.


 


36.19       Adjustments; Setoff


 


(a)           If any Lender (a “Benefited Lender”) shall at any time receive in respect of
its Principal Balance any distribution of any amount, including interest or
other fees, or any interest thereon, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by setoff, or otherwise) in a
greater proportion than any such distribution (if any) received by any other
Lender in respect of such other Lender’s Principal Balance, or interest
thereon, such Benefited Lender shall purchase for cash from the other Lenders
such portion of each such other Lender’s Loan, or shall provide such other
Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such Benefited Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that
if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefited Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest. The Master Servicer and the Company agree that each Lender so
purchasing a Loan (or interest therein) may exercise all rights of payment
(including rights of setoff) with respect to such portion as fully as if such
Lender were the direct holder of such portion.


 


(b)           In addition to any rights and
remedies of the Lenders provided by law, each Lender shall have the right,
without prior notice to the Company, any such notice being expressly waived by
the Company, to the extent permitted by applicable law, upon any amount becoming
due and payable by the Company hereunder to setoff and appropriate and apply
against any and all deposits (general or special, time or demand, provisional
or final), in any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender to or for the
credit or the account of the Company. Each Lender agrees promptly to notify the
Company, the Administrative Agent and the Funding Agents after any such setoff
and application made by such Lender; provided that
the failure to give such notice shall not affect the validity of such setoff
and application.


 


(c)           If and to the extent, but
without double counting, the Collateral Agent, the Administrative Agent or any
Lender (the “Recipients”) shall be required for
any reason to pay over to an Obligor or to any other Person any amount 


 


99

















 


received from the Company under this Agreement, such amount shall be
deemed not to have been received by the relevant Recipient but rather to have
been retained by the Company and, accordingly, such Recipient shall have a
claim against the Company for such amount, payable when and to the extent that
any distribution from or on behalf of such Obligor is made in respect thereof.


 


36.20       Limitation of Payments by the Company


 


The Company’s obligations
under Sections 10, 11, 12 and 14 shall be limited to the funds available to the Company
which have been properly distributed to the Company pursuant to this Agreement
and the other Transaction Documents and neither the Administrative Agent, nor
any Funding Agent nor any Lender nor any other Secured Party shall have any
actionable claim against the Company for failure to satisfy such obligation
because it does not have funds available therefor from amounts properly
distributed.


 


36.21       No Bankruptcy Petition; No Recourse


 


(a)           The Administrative Agent, each
Funding Agent, each Lender, the Master Servicer and the Collateral Agent hereby
covenants and agrees that it will not institute against, or join any other
Person in instituting against, the Company, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other similar
proceedings under any Applicable Insolvency Laws.


 


(b)           Notwithstanding anything
elsewhere herein contained, the sole remedy of the Administrative Agent, each
Funding Agent, the Master Servicer, the Collateral Agent and each Lender or any
other person in respect of any obligation, covenant, representation, warranty
or agreement of the Company under or related to this Agreement shall be against
the assets of the Company, subject to the payment priorities contained in Sections 17 and 18. Neither the
Administrative Agent, nor any Funding Agent, nor any Lender, nor the Collateral
Agent, nor the Master Servicer, nor any other person shall have any claim
against the Company to the extent that such assets are insufficient to meet any
such obligation, covenant, representation, warranty or agreement (the
difference being referred to herein as “shortfall”) and
all claims in respect of the shortfall shall be extinguished. A director,
member, independent manager, managing member, officer or employee, as
applicable, of the Company shall not have liability for any obligation of the
Company hereunder or under any Transaction Document or for any claim based on,
in respect of, or by reason of, any Transaction Document, unless such claim
results from the gross negligence, fraudulent acts or willful misconduct of
such director, member, independent manager, managing member, officer or
employee.


 


(c)           Notwithstanding any other
provision of this Agreement or any other Transaction Document, each Lender
(other than in the case of a Conduit Lender with respect to itself), the
Company, the Master Servicer, the Administrative Agent and each Funding Agent
each hereby covenant and agree that prior to the date which is one year (or, if
longer, such preference period as is then applicable) and one day after the
latest of (i) the last day of 


 


100

















 


the Amortization Period, (ii) the date on which all Secured
Obligations are repaid in full, and (iii) the date on which all
outstanding Commercial Paper of each Lender is paid in full, it will not
institute against, or join any other Person in instituting against, any Conduit
Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other similar proceedings under any Applicable Insolvency Laws.


 


(d)           The provisions of this Section 36.21
shall survive termination of this Agreement.


 


36.22       Limited Recourse


 


(a)           Notwithstanding any other
provision of this Agreement or any other Transaction Document, each of the
parties hereto agrees that the respective obligations of each Conduit Lender
under this Agreement or any other Transaction Document are solely the corporate
obligations of such Conduit Lender and, in the case of obligations of each
Conduit Lender other than Commercial Paper, shall be payable at such time as
funds are received by or are available to such Conduit Lender in excess of
funds necessary to pay in full all outstanding Commercial Paper issued by such
Conduit Lender and, to the extent funds are not available to pay such obligations,
the claims relating thereto shall not constitute a claim against such Conduit
Lender but shall continue to accrue. Each party hereto agrees that the payment
of any claim (as defined in Section 101
of Title 11 of the Bankruptcy Code) of any such party against such Conduit
Lender shall be subordinated to the payment in full of all Commercial Paper of
such Conduit Lender.


 


(b)           Notwithstanding any other
provision of this Agreement or any other Transaction Document, no recourse
under any obligation, covenant or agreement of any Conduit Lender contained in
this Agreement shall be had against any incorporator, stockholder, member,
officer, director, employee or agent of such Conduit Lender, the Administrative
Agent, the Funding Agents, any Manager or any of their Affiliates (solely by
virtue of such capacity) by the enforcement of any assessment or by any legal
or equitable proceeding, by virtue of any statute or otherwise; it being
expressly agreed and understood that this Agreement is solely a corporate obligation
of such Conduit Lender, and that no personal liability whatever shall attach to
or be incurred by any incorporator, stockholder, member, officer, director,
employee or agent of any Conduit Lender, the Administrative Agent, the Funding
Agents, any Manager or any of their Affiliates (solely by virtue of such
capacity) or any of them under or by reason of any of the obligations,
covenants or agreements of such Conduit Lender contained in this Agreement, or
implied therefrom, and that any and all personal liability for breaches by such
Conduit Lender of any of such obligations, covenants or agreements, either at
common law or at equity, or by statute, rule or regulation, of every such
incorporator, stockholder, officer, director, employee or agent is hereby
expressly waived as a condition of and in consideration for this Agreement; provided that the foregoing shall not relieve any such
Person from any liability it might otherwise have as a result of fraudulent
actions taken or omissions made by them.


 


101

















 


(c)           The provisions of this Section 36.22 shall survive termination of this
Agreement.


 


36.23       Spanish Civil Procedure


 


(a)           Each Lender shall open and
keep in its books an account in which it shall debit the amounts owed by the
Company to such Lender under this Agreement as principal, interest, fees and as
many expenses, additional costs and other amounts that may be owed by the
Company.  Each Lender shall also credit in
said account all the amounts received from the Company so that the balance of
the account represents at any time the amount due by the Company to such Lender
under this Agreement.  Each Lender shall
issue a certificate reflecting the amount owed to it by the Company at any
given time under this Agreement.  The
Collateral Agent shall also open and keep in its books an account (the “Internal Account”) in which it shall reflect the balance of
the accounts kept by each of the Lenders, so that the balance of the Internal
Account represents at any time the amount due by the Company to the Lenders
under this Agreement.  Each Lender agrees
to provide to the Collateral Agent such information as may be necessary for the
Collateral Agent to maintain the Internal Account.


 


(b)           In any litigation proceedings arising
out of or in connection with this Agreement, the entries made in the Internal
Account maintained by the Collateral Agent or any successor or assign thereof
are prima facie evidence of the matters to which they relate.  Any certification or determination by the
Collateral Agent or any successor or assign thereof of a rate or amount under
this Agreement is, in the absence of manifest error, prima facie evidence of
the matters to which it relates.


 


(c)           For the purposes of Article 571
et seq. of the Spanish Civil Procedure Law (Ley de Enjuiciamiento
Civil) the parties expressly agree that the exact amount due at any
time from the Company to the Lenders or any successor or assign thereof will be
the amount calculated by the Collateral Agent in accordance with the terms of
this Agreement, accounted for by and specified in a certificate issued by the
Collateral Agent or any successor or assign thereof. Any amounts so certified
will be considered to be due and payable.


 


PART 12

GOVERNING LAW AND ENFORCEMENT


 


36.24       Judgment Currency


 


(a)           If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final judgment
is given.


 


102

















 


(b)           The obligations of each party
hereto in respect of any sum due to any party hereto or any holder of the
obligations owing under this Agreement (the “Applicable
Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such
sum is stated to be due under this Agreement (the “Agreement
Currency”), be discharged only to the extent that, on the Business
Day following receipt by the Applicable Creditor of any sum adjudged to be so
due in the Judgment Currency, the Applicable Creditor may in accordance with
normal banking procedures in the relevant jurisdiction purchase the Agreement
Currency with the Judgment Currency; if the amount of the Agreement Currency so
purchased is less than the sum originally due to the Applicable Creditor in the
Agreement Currency, each party hereto agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Applicable Creditor against
such loss.


 


36.25       Governing Law and Jurisdiction


 


THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 AND 5-1402  OF THE NEW YORK GENERAL
OBLIGATIONS LAW).


 


36.26       Consent to Jurisdiction


 


(a)           Each party hereto hereby
irrevocably submits to the non-exclusive jurisdiction of any New York State or
Federal court sitting in New York City in any action or proceeding arising out
of or relating to this Agreement, and each party hereto hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such New York State court or, to the extent permitted by law, in
such Federal court. The parties hereto hereby irrevocably waive, to the fullest
extent they may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding. The parties hereto agree 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.


 


(b)           Each of the Company, the
Master Servicer, the Collateral Agent and the Originators consent to the
service of any and all process in any such action or proceeding by the mailing
of copies of such process to it at its address specified in Section 36.16. Nothing in this Section 36.26
shall affect the right of any Lender, the Collateral Agent, any Funding Agent
or the Administrative Agent to serve legal process in any other manner
permitted by law.


 


(c)           With respect to service of
process in the United States, the Master Servicer, the Collateral Agent, the
Company and each Originator hereby appoint CT Corporation as their respective
agent for service of process in the United States.


 


103

















 


IN WITNESS WHEREOF, the Company, the Master Servicer, the Collateral
Agent, the Administrative Agent, the Funding Agents and the Lenders have caused
this Agreement to be duly executed by their respective officers as of the day
and year first above written.


 


	
  HUNTSMAN
  RECEIVABLES FINANCE LLC,

  
	
  as
  Company

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
  Name:
  Sean Douglas

  	
   

  
	
   

  	
  Title:
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HUNTSMAN
  (EUROPE) BVBA,

  
	
  as
  Master Servicer

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Francis De Canniere

  	
   

  
	
   

  	
  Name:
  Francis De Canniere

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  



 


[Signature
Page to European Receivables Loan Agreement]


 

















 


	
  BARCLAYS
  BANK PLC,

  	
   

  
	
  not
  in its individual capacity but solely as Collateral Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  JASON D. MUNCY

  	
   

  
	
   

  	
  Name:

  	
  Jason
  D. Muncy

  	
   

  
	
   

  	
  Title:

  	
  Associate
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BARCLAYS
  BANK PLC,

  	
   

  
	
  as
  the Administrative Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  JASON D. MUNCY

  	
   

  
	
   

  	
  Name:

  	
  Jason
  D. Muncy

  	
   

  
	
   

  	
  Title:

  	
  Associate
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BARCLAYS
  BANK PLC,

  	
   

  
	
  as
  a Funding Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  JASON D. MUNCY

  	
   

  
	
   

  	
  Name:

  	
  Jason
  D. Muncy

  	
   

  
	
   

  	
  Title:

  	
  Associate
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SHEFFIELD
  RECEIVABLES CORPORATION,

  	
   

  
	
  as
  a Lender

  	
   

  
	
   

  	
   

  
	
  By:
  Barclays Bank PLC,

  	
   

  
	
  as
  its attorney-in-fact

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  JASON D. MUNCY

  	
   

  
	
   

  	
  Name:

  	
  Jason
  D. Muncy

  	
   

  
	
   

  	
  Title:

  	
  Associate
  Director

  	
   

  



 


[Signature
Page to European Receivables Loan Agreement]


 

















 


Acknowledged and Agreed as of the day and year first written above
solely for purposes of Sections 14, 25(c), and 26 (excluding clause (g)):


 


 


	
  HUNTSMAN
  INTERNATIONAL LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
  Name:
  Sean Douglas

  	
   

  
	
   

  	
  Title:
  Vice President and Treasurer

  	
   

  



 


[Signature
Page to European Receivables Loan Agreement]


 
















 


SCHEDULE 3


 


DEFINITIONS


 


“Accrued Expense Adjustment”
shall mean, for any Business Day in any Settlement Period, the amount (if any)
which may be less than zero, equal to the difference between:


 


(a)                                  the entire amount
of (i) the sum of all accrued and unpaid Daily Interest Expense from the
beginning of such Settlement Period to and including such Business Day, (ii) the
Monthly Servicing Fee, (iii) the aggregate amount of all previously
accrued and unpaid Interest for prior Settlement Dates, (iv) the aggregate
amount of all accrued and unpaid Additional Interest and (v) all accrued
Program Costs, in each case for such Settlement Period determined as of such
day; and


 


(b)                                 the aggregate of
the amounts transferred to the Payments Reserve Subaccount on or before such
day in respect of such Settlement Period pursuant to Section 17.1(b) of
the Receivables Loan Agreement, before giving effect to any transfer made in
respect of the Accrued Expense Adjustment on such day.


 


“Accrued
Expense Amount” shall mean, for each Business Day during a
Settlement Period, the sum of:


 


(a)                                  in the case of
each of the first ten (10) Business Days of each Settlement Period, one
tenth of the Monthly Servicing Fee, (up to the amount thereof due and payable
on the succeeding Settlement Date);


 


(b)                                 in the case of
each Business Day of each Settlement Period, an amount equal to the amount of
accrued and unpaid Daily Interest Expense in respect of such day;


 


(c)                                  the aggregate
amount of all previously accrued and unpaid Interest for prior Settlement
Dates;


 


(d)                                 the aggregate
amount of all accrued and unpaid Additional Interest; and


 


(e)                                  all Program Costs
that have accrued since the preceding Business Day.


 


“Acquired Line of Business”
shall mean any business acquired by an Approved Originator after the Initial
Borrowing Date.


 


“Acquired Line of Business
Receivables” shall mean Receivables generated by an Approved
Originator arising from an Acquired Line of Business.


 


“Acquiring Lender”
shall have the meaning assigned to such term in Section 36.17(b) of
the Receivables Loan Agreement.


 


“Additional Interest”
shall mean all amounts payable by the Company in accordance with Section 7.3 of the Receivables Loan Agreement.


 


“Additional Originator”
shall mean any Originator added as an Approved Originator pursuant to Section 27 of the Receivables Loan Agreement after the
Initial Borrowing Date.


 

















 


“Adjustment Payments”
shall mean the collective reference to payments of Originator Adjustment
Payment, Originator Dilution Adjustment Payment or Originator Indemnification
Payment, any Contributor Adjustment Payment, Contributor Dilution Adjustment
Payment or Contributor Indemnification Payment, and (iii) any other
payment made in accordance with Sections 2.05
and 2.06 (or corresponding section) of the
applicable Origination Agreement, Section 29
of the Receivables Loan Agreement and Section 4.05
of the Servicing Agreement.


 


“Administrative Agent”
shall mean Barclays Bank plc or any other administrative agent appointed on
behalf of the Funding Agents and the Lenders, and its successors and assigns in
such capacity.


 


“Affiliate”
shall mean, with respect to any specified Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition “control” of a Person means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or
otherwise, and the terms “controlling”
and “controlled” have meanings correlative
to the foregoing.


 


“Aged Receivables Ratio”
shall mean, as of the last day of each Settlement Period, the percentage
equivalent of a fraction, the numerator of which shall be the sum of (a) the
aggregate unpaid balance of Pool Receivables that were 61 to 90 days past due
and (b) the aggregate amount of Pool Receivables that were charged off as
uncollectible prior to the day that is 61 days after its original due date
during such Settlement Period, and the denominator of which shall be the
aggregate Principal Amount of Pool Receivables during the third prior
Settlement Period (including the Settlement Period ended on such day).


 


“Aggregate Commitment”
shall mean, with respect to any Business Day, the aggregate amount of the
Commitments of all Lenders on such date, as reduced from time to time or
terminated in their entirety pursuant to Section 4.3
of the Receivables Loan Agreement.


 


“Aggregate Daily
Collections” shall mean, with respect to any Business Day, the
aggregate amount of all Collections in immediately available funds deposited
into the Company Concentration Accounts on such day by 12:30 p.m. London
time.


 


“Aggregate Obligor Country
Overconcentration Amount” shall mean, on any date of determination,
the aggregate Principal Amount of non-Defaulted Receivables due from Obligors
in Approved Obligor Countries which, when expressed as a percentage of the
Principal Amount of all Pool Receivables which are Eligible Receivables at such
date of determination, exceeds the Approved Obligor Country Overconcentration
Limit.


 


“Aggregate Obligor
Overconcentration Amount” shall mean, on any date of determination,
the aggregate Principal Amount of non-Defaulted Receivables due from an
Eligible Obligor at such date which, when expressed as a percentage of the
Principal Amount of all Pool Receivables which are Eligible Receivables at such
date of determination, exceeds the Obligor Limit set forth in Schedule 8 to the Receivables Loan Agreement under heading (E) “Obligor Limit”.


 


“Aggregate Originator
Country Overconcentration Amount” shall mean, on any date of
determination, the aggregate Principal Amount of all non-Defaulted Receivables
which, when expressed as a percent of the Principal Amount of all Pool
Receivables which are Eligible 


 

















 


Receivables at such date of determination, exceeds the
Approved Originator Country Overconcentration Limit.


 


“Aggregate Principal
Balance” shall mean, at any time, the aggregate Principal Balance of
all Loans outstanding at such time.


 


“Aggregate Receivables
Amount” shall mean, on any date of determination, without
duplication, the aggregate Principal Amount of all Pool Receivables which are
Eligible Receivables owned by the Company at the end of the Business Day immediately
preceding such date minus (i) the
Aggregate Obligor Overconcentration Amount; minus (ii) the
Aggregate Obligor Country Overconcentration Amount; minus (iii) the
Aggregate Originator Country Overconcentration Amount; minus (iv) an
amount equal to Timely Payment Accruals and Commission Accruals; minus (v) an amount equal to the Volume Rebate Accrual;
minus (vi) the Potential Offset
Amount; minus (viii) the Exchange Rate
Protection Amount.


 


“Aggregate
Unpaids” shall mean, at any time, an amount equal to the sum of:


 


(a)                                  the Principal
Balance of the Loans;


 


(b)                                 the aggregate
amount of all previously accrued and unpaid Interest for prior Settlement
Dates;


 


(c)                                  the aggregate
amount of all accrued and unpaid Additional Interest;


 


(d)                                 any Commitment
Fee; and


 


(e)                                  all other amounts
owed (whether due or accrued) under the Transaction Documents by the Company or
the Master Servicer to the Collateral Agent, the Administrative Agent and the
Lenders or, the Funding Agents or any other Secured Party or Facility Indemnified
Party at such time.


 


“Alternate Rate”
means for any Loan funded by a Lender otherwise than from Commercial Paper, the
percentage rate per annum which is the aggregate of the applicable:


 


(a)                                  GBP LIBOR, in
relation to any Loan in Sterling, USD LIBOR, in relation to any Loan in US
Dollars or, in relation to any Loan in Euro, EURIBOR; and


 


(b)                                 Mandatory Cost,
if any.


 


“Amortization Period”
shall mean the period commencing on the Business Day following the Revolving
Period and ending on the date when the Aggregate Unpaids shall have been
reduced to zero and all other Secured Obligations shall have been paid.


 


“Applicable Insolvency Laws”
shall mean, with respect to any Person, any applicable bankruptcy, insolvency
or other similar United States or foreign law now or hereafter in effect.


 


“Applicable Margin”
means:


 


(a)                                  3.75% per annum in
respect of any portion of a Loan funded by the proceeds of the issue of
Commercial Paper; or


 

















 


(b)                                 4.75% per annum
in respect of any portion of a Loan which has not been funded by the proceeds of the issue
of Commercial Paper.


 


“Applicable Notice
Provisions” shall mean the notice provisions set forth in Section 8.11 (or corresponding Section) of the
applicable Origination Agreement.


 


“Applicable Rate”
means the CP Rate or the Alternate Rate.


 


“Approved Acquired Line of
Business” shall mean each Acquired Line of Business: (i) added
in accordance with Section 27
of the Receivables Loan Agreement and (ii) approved by the Administrative
Agent and the Funding Agents in accordance with the proviso in the definition
of Eligible Receivables, with effect on and after the date of such approval.


 


“Approved Contract
Jurisdiction” shall mean (i) the jurisdictions set forth in the
Receivables Specification and Exception Schedule attached to the Receivables
Loan Agreement as Schedule 8
under heading (B) “Approved Contract
Jurisdictions”, representing jurisdictions the law of which may
govern Contracts and (ii) any additional contract jurisdiction added in
accordance with Section 27 of the Receivables
Loan Agreement.


 


“Approved Currency”
shall mean (i) initially, United States Dollars, Sterling, and Euro and (ii) any
additional legal currency added in accordance with Section 27
of the Receivables Loan Agreement.


 


“Approved Obligor Country”
shall mean (i) the countries set forth in the Receivables Specification
and Exception Schedule attached to this Agreement as Schedule 8
under heading (A) “Approved Obligor Countries”
and (ii) any Obligor Country which may be added pursuant to and in accordance
with the provisions of Section 27 of
the Receivables Loan Agreement.


 


“Approved Obligor Country
Overconcentration Limit” shall mean, with respect to each Approved
Obligor Country the percentage, as set forth in the Receivables Specification
and Exception Schedule attached to the Receivables Loan Agreement as Schedule 8 under the heading (D) “Approved
Obligor Country Limit”, (i) which appears next to the
applicable ratings category of the foreign currency rating for such Approved
Obligor Country; provided that if the foreign
currency, long-term debt ratings given by S&P and Moody’s to any Obligor
Country would result in different applicable percentages under Schedule 8 to the Receivables Loan Agreement, the applicable
percentage shall be the percentage associated with the lower foreign currency,
long-term debt rating, as between S&P’s rating and Moody’s rating, of such
Obligor Country or (ii) which is otherwise set forth next to the name of a
specified Approved Obligor Country, in each case, such percentage representing
with respect to each such country the maximum aggregate percentage of
Receivables that may constitute the Pool Receivables where the related Obligors
are residents in such country.


 


“Approved Originator”
shall mean (i) with respect to the European Originators, Huntsman Holland
B.V., Tioxide Europe Limited, Huntsman Advanced Materials (Europe) BVBA,
Huntsman Surface Sciences UK Ltd., Tioxide Europe S.r.l. (provided the Italian
Effective Date has occurred), Huntsman Surface Sciences Italia S.r.l. (provided
the Italian Effective Date has occurred), Huntsman Patrica S.r.l. (provided the
Italian Effective Date has occurred), Tioxide Europe S.L., Huntsman Performance
Products Spain, S.L., Tioxide Europe S.A.S. and Huntsman Surface Sciences
(France) S.A.S.; and (ii) any entity that may 


 

















 


be approved as an Additional Originator pursuant to,
and in accordance with, the provisions of Section 23
of the Receivables Loan Agreement.


 


“Approved Originator
Country Overconcentration Limit” shall mean, with respect to each
country in which an Approved Originator is located, the percentage, as set
forth in the Receivables Specification and Exception Schedule attached to this
Agreement as Schedule 8 under heading (F) “Approved Originator Country Overconcentration Limit”, which
appears next to the name of such country, such percentage representing with
respect to each such country the maximum aggregate percentage of Receivables
that may constitute the Pool Receivables where the related Approved Originators
are residents in such country.


 


“Approved Originator
Joinder Agreement” shall mean the agreement in the form of Schedule 3 (or corresponding schedule) attached to the
applicable Origination Agreement.


 


“Available Commitment”
means, the Commitment of a Lender minus:


 


(a)                                  the outstanding principal amount (in
Euro or the Euro Equivalent, as applicable) of the Loans funded by such Lender;
and


 


(b)                                 in relation to any proposed
Borrowing, its Pro Rata Share of the relevant Loans (other than the proposed
Borrowing) that are due to be made on or before the proposed Borrowing Date; provided that such Lender’s Pro Rata Share of any Loans that
are due to be repaid on or before the proposed Borrowing Date shall not be
deducted.


 


“Bankruptcy Code”
shall mean the United States Federal Bankruptcy Code, 11 U.S.C. §§ 101 1330, as
amended.


 


“Belgian Collections”
shall mean Collections received with respect to Receivables originated by the
Belgian Originator(s).


 


“Belgian Collection
Accounts” shall mean the Collection Accounts into which Belgian
Collections are to be paid or deposited.


 


“Belgian Originator”
shall mean any of (i) Huntsman Advanced Materials (Europe) BVBA and (ii) after
the Initial Borrowing Date, any Approved Originator incorporated in Belgium.


 


“Belgian Receivables”
shall mean the Receivables originated by a Belgian Originator and sold to
Huntsman International, then contributed, transferred, assigned and conveyed to
the Company.


 


“Belgian Receivables
Purchase Agreement” means the Belgian Receivables Purchase
Agreement, dated the Signing Date, between the Belgian Originators and the
Contributor as amended, supplemented or otherwise modified from time to time in
accordance with the Transaction Documents.


 


“Benefited Lender”
shall have the meaning assigned in Section 37.19
of the Receivables Loan Agreement.


 


“Board” means,
with respect to any entity, such entity’s board of directors (in the case of a
corporation), board of managers (in the case of a limited liability company) or
equivalent governing body in other cases.


 

















 


“Board of Governors”
shall mean the Board of Governors of the Federal Reserve System of the United
States of America.


 


“Borrowing” has the meaning specified in Section 2.3
of the Receivables Loan Agreement.


 


“Borrowing Date” has the meaning specified in Section 3.1 of the Receivables Loan Agreement.


 


“Borrowing Request” has the meaning specified in Section 3.1 of the Receivables Loan Agreement.


 


“Business Day”
shall mean any day other than (i) a Saturday or a Sunday and (ii) any
other day on which commercial banking institutions or trust companies in (A) the
State of New York or (B) London, England are authorized or obligated by
law, executive order or governmental decree to be closed.


 


“Capital Stock”
means (i) with respect to any Person that is a corporation, any and all
shares, interests, participations or other equivalents (however designated and
whether or not voting) of corporate stock, including each class of common stock
and preferred stock of such Person and (ii) with respect to any Person
that is not a corporation, any and all partnership, membership or other equity
interests of such Person.


 


“Carrying Cost Reserve
Ratio” shall mean, as of any Settlement Report Date and continuing
until (but not including) the next Settlement Report Date, an amount (expressed
as a percentage) equal to (a) the product of (i) 2.0 times Days Sales Outstanding as of such day and (ii) 1.30
times the Weighted Average LIBOR plus the Applicable Margin, each as in effect as of such day
divided by (b) 365.


 


“Certificate of Formation”
shall mean the certificate of formation with respect to the Company filed with
the Secretary of State of Delaware pursuant to Section 18-201
of the Delaware Limited Liability Company Act, and any and all amendments
thereto and restatements thereof.


 


“Change in Law”
means:


 


(a)                                  the adoption of any Requirement of Law
after the Signing Date;


 


(b)                                 any change in Requirement of Law or in
the interpretation or application thereof by any Governmental Authority, after
the Signing Date; or


 


(c)                                  compliance by any Facility Indemnified
Party (or, for purposes of Section 11
of the Receivables Loan Agreement, by any lending office of such Indemnified
Party or by such Indemnified Party’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority or Taxation Authority made or issued after the Signing
Date.


 


“Change of Control”
shall mean:


 


(a)                                  any “person” or “group”
(as such terms are used in Sections 13(d) and
14(d) of the Exchange Act) (“Person” or “Group”), other
than Mr. Jon M. Huntsman, his spouse, direct descendants, an entity
controlled by any of the foregoing and/or by a trust of the type described
hereafter, and/or a trust for the benefit of any of the foregoing (the 


 

















 


“Huntsman Group”), is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
person shall be deemed to have “beneficial ownership” of all securities that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time) (“Beneficial
Owner”), directly or indirectly, of 35% or more of the then
outstanding voting capital stock of Huntsman International other than in a
transaction having the approval of the Board of the Parent Company, or, if
there is no Parent Company, of the Board of Huntsman International; provided, that in each case, at least a majority of the
members of such approving Board are Continuing Directors of such entity; or


 


(b)                                 Continuing
Directors cease to constitute at least a majority of the members of the Board
of Huntsman International or the Board of any Parent Company; or


 


(c)                                  (1) any
Person or Group, other than the Huntsman Group, is or becomes the Beneficial
Owner, directly or indirectly, of 35% or more of the then outstanding voting
capital stock of Huntsman International and (2) the long-term corporate
credit rating of Huntsman International has been reduced to “B-” or below by
S&P and “B3” or below by Moody’s as a result thereof.


 


“Charged-Off Receivables”
shall mean, with respect to any Settlement Period, all Pool Receivables which,
in accordance with the Policies have or should have been written off during
such Settlement Period as uncollectible, including the Pool Receivables of any
Obligor which becomes the subject of any voluntary or involuntary bankruptcy
proceeding.


 


“Charged Property”
shall mean the rights, property, interests and assets subject to the Liens
created under the Security Documents.


 


“Closing Date”
shall mean October 16, 2009.


 


“Code” shall
mean the United States Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder from time to time.


 


“Collateral”
means the Charged Property and the RLA Collateral.


 


“Collateral Agent”
shall mean the institution executing the Receivables Loan Agreement as
Collateral Agent, or its successor in interest, or any successor Collateral
Agent appointed as therein provided.


 


“Collection Account
Agreements” shall mean (i) on the Initial Borrowing Date, each
of the Collection Account Agreements, dated as of the Signing Date (or
thereabout, between the Company and the Collection Account Bank, and (ii) after
the Initial Borrowing Date, any other collection account agreement entered into
by the Company and an Eligible Institution, in each case in the form reasonably
satisfactory to the Administrative Agent and each Funding Agent.


 


“Collection Account Bank”
shall mean any bank holding a Collection Account which will be an Eligible
Institution appointed by the Company or, in the case of the Collection Accounts
located in Spain, appointed by the Spanish Originators with the consent of the
Company and the Administrative Agent.


 

















 


“Collection Accounts”
shall mean the accounts established and maintained by the Company in accordance
with the Collection Account Agreements and into which Collections shall be
deposited.


 


“Collections”
shall mean all collections and all amounts received in respect of the Pool
Receivables, including Recoveries, Adjustment Payments, indemnification
payments made by the Master Servicer, and payments received in respect of
Dilution Adjustments, together with all collections received in respect of the
Related Property in the form of cash, checks, wire transfers or any other form
of cash payment, and all proceeds of Receivables and collections thereof
(including collections evidenced by an account, note, instrument, letter of
credit, security, contract, security agreement, chattel paper, general
intangible or other evidence of indebtedness or security), whatever is received
upon the sale, exchange, collection or other disposition of, or any indemnity,
warranty or guaranty payable in respect of, the foregoing and all “proceeds” of the Receivables as defined in Section 9-102(a)(64) of the applicable UCC.


 


“Commercial Paper”
shall mean, as the context requires, the short term promissory notes issued by
or on behalf of any Lender in the United States or European commercial paper
markets.


 


“Commission”
shall means a payment made to a third party vendor or distributor who on-sells
products to Obligors.


 


“Commission Accruals”
shall mean, with respect to any date of determination, for the purposes of
determining the Aggregate Receivables Amount, the aggregate amount of
outstanding Commission balances as of the Business Day immediately preceding
the date of such determination.


 


“Commitment”
shall mean, as to any Lender, its obligation, denominated in Euros, to not to
exceed at any one time outstanding the amount set forth opposite such Lender’s
name on Schedule 1 of the Receivables Loan
Agreement or in its Commitment Transfer Agreement as such amount may be reduced
from time to time pursuant to Section 4.3
of the Receivables Loan Agreement; collectively, the “Commitments”;
provided that a Commitment may be drawn
in U.S. Dollars or Sterling or Euro to the extent provided in the Receivables
Loan Agreement.


 


“Commitment Termination
Date” shall mean the earliest to occur of (a) the date on which
all amounts due and owing to the Lenders in respect of the Loans have been indefeasibly
paid in full to the Lenders (as certified by each of the Funding Agents with
respect to its Lender Group), and the Aggregate Commitment has been reduced to
zero pursuant to Section 4.3 of the
Receivables Loan Agreement and (b) the Scheduled Commitment Termination
Date.


 


“Commitment Transfer
Agreement” means a Commitment Transfer Agreement substantially in
the form of Schedule 5 to the Receivables Loan
Agreement.


 


“Company” shall
mean Huntsman Receivables Finance LLC, a limited liability company organized
under the laws of the State of Delaware.


 


“Company
Account Bank” means Deutsche Bank.


 

















 


“Company Concentration
Accounts” means the Company Dollar Account, the Company Euro
Accounts and the Company Sterling Account.


 


“Company
Dollar Account” means the account denominated in U.S. Dollars
(number 50070010/177200300) in the name of the Company held with the Company
Account Bank and any replacement account or accounts.


 


“Company Euro
Accounts” means (i) the account denominated in Euro (account
number 50070010/177200300) and (ii) the account denominated in Euro
(number 310531), in each case in the name of the Company held with the Company
Account Bank, and any replacement account or accounts.


 


“Company
Sterling Account” means the account denominated in Sterling (number
0242518 00000 GBP 000 LDN/24251800) in the name of the Company held with the
Company Account Bank and any replacement account or accounts.


 


“Conduit Assignee”
shall mean any special purpose vehicle issuing indebtedness in the commercial paper
market that is administered by a Funding Agent or any other special purpose
vehicle issuing indebtedness, in each case that meets the conditions set forth
in Section 36.17 of the Receivables
Loan Agreement.


 


“Conduit Lender”
shall mean a Lender that funds its Loans from the proceeds of Commercial Paper
issued by it or on its behalf.


 


“Confidential Information”
shall have the meaning assigned to such term in Section 8.16
of the Contribution Agreement.


 


“Continuing Directors”
shall mean, as of any date and with respect to any entity, the collective
reference to:


 


(a)                                  all members of
the Board of such entity who have held office continuously since the date of
this Agreement, and


 


(b)                                 all members of
the Board of such entity who assumed office after the date of this Agreement
and whose appointment or nomination for election by the holders of voting
capital stock of such entity was approved by a vote of at least 50% of the
Continuing Directors in office immediately prior to such appointment or
nomination or by the Huntsman Group.


 


“Contract” shall
mean an agreement between an Originator and an Obligor (including but not
limited to, a written contract, an invoice, a purchase order or an open
account) pursuant to or under which such Obligor shall be obligated to make
payments in respect of any Receivable or any Related Property to such
Originator from time to time.


 


“Contractual Obligation”
shall mean, as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or other undertaking to which such
Person is a party or by which it or any of its property is bound.


 


“Contributed Receivables”
shall have the meaning set forth in Section 2.01(a)(ii) of
the Contribution Agreement.


 

















 


“Contribution Agreement”
shall mean the European Contribution Agreement, dated as of the Signing Date
between Huntsman International, as contributor, and the Company.


 


“Contribution Date”
shall have the meaning set forth in Section 2.01(a)(i) of
the Contribution Agreement.


 


“Contribution Value”
shall have the meaning set forth in Section 2.02
of the Contribution Agreement.


 


“Contributor”
shall mean Huntsman International.


 


“Contributor Adjustment
Payment” shall have the meaning assigned to such term in Section 2.06(a) of the Contribution Agreement.


 


“Contributor Dilution
Adjustment Payment” shall have the meaning assigned to such term in Section 2.05 of the Contribution Agreement.


 


“Contributor
Indemnification Payment” shall have the meaning assigned to such
term in Section 2.06(b) of the
Contribution Agreement.


 


“CP Rate”
means, for any Settlement Period with respect to the Loans, and for any Lender
to which it applies, to the extent such Lender funds such Loan by issuing
Commercial Paper, the per annum rate equivalent to the weighted average cost of
issuing Commercial Paper in relation to the Transactions as determined by such
Lender, and which shall include (without duplication):


 


(a)                                  the fees and commissions of
placement agents and dealers;


 


(b)                                 incremental carrying costs
incurred with respect to Commercial Paper maturing on dates other than those on
which corresponding funds are received by such Lender;


 


(c)                                  costs associated with funding
and maintaining Currency Hedge Agreements and Loans denominated in a currency
other than the currency of such Commercial Paper; and


 


(d)                                 any other costs associated
with the issuance of Commercial Paper or related to the issuance of Commercial
Paper that are allocated, in whole or in part, by such Lender to fund or
maintain such Loan (and which may also be allocated in part to the funding of
other assets of the Lender);


 


(e)                                  provided, however, that if any
component of any such rate is a discount rate, in calculating the “CP Rate” for such Loan for such Settlement Period, the
relevant Lender shall for such component use the rate resulting from converting
such discount rate to an interest bearing equivalent rate per annum.


 


“CT Corporation”
shall mean CT Corporation Inc.


 


“Currency Hedge Agreement”
means any currency swap or exchange agreement (including any spot or forward currency
exchange agreement), currency exchange option or any other similar agreement,
however denominated, entered into by or on behalf of a Lender for hedging
purposes, as any of the foregoing may be amended, restated, supplemented or
otherwise modified from time to time.


 
















 


“Currency Hedge Costs”
means any costs payable pursuant to a Currency Hedge Agreement.


 


“Daily Interest Expense”
shall mean, for any Business Day, an amount equal to (i) the amount of
accrued and unpaid Interest in respect of such day plus
(ii) the aggregate amount of all previously accrued and unpaid Daily
Interest Expense that has not yet been deposited in the Payments Reserve
Subaccounts plus (iii) the aggregate
amount of all accrued and unpaid Additional Interest.


 


“Daily Report”
shall mean a report prepared by the Master Servicer pursuant to Section 4.01 of the Servicing Agreement on each
Business Day, substantially in the form of Schedule 12 attached
to the Receivables Loan Agreement.


 


“Days Sales Outstanding”
shall mean, as of any Settlement Report Date and continuing until (but not
including) the next Settlement Report Date, the number of days equal to the
product of (i) 91 and (ii) the amount obtained by dividing (A) the
aggregate Principal Amount of Receivables as of the last day of the Settlement Period
immediately preceding such earlier Settlement Report Date, by (B) the
aggregate Principal Amount of all Receivables acquired by the Company for the
three Settlement Periods immediately preceding such earlier Settlement Report
Date.


 


“Default Interest Rate”
means the rate which is the aggregate of: (A) (as applicable) 1-Month GBP
LIBOR, in relation to Sterling, 1-Month USD LIBOR, in relation to US Dollars
or, in relation to Euro, 1-Month EURIBOR; and (B) 5.75% per annum.


 


“Defaulted Receivable”
shall mean any Pool Receivable (a) which is unpaid in whole or in part
(other than as a result of a Dilution Adjustment) for more than sixty (60) days
after its original due date or (b) which is a Charged-Off Receivable prior
to sixty (60) days after the original due date.


 


“Designated Amortization
Period” means the occurrence of an “early amortization period”
(howsoever described) arising under the U.S. Securitization Facility which
specifically arises by reference to the failure to satisfy a liquidity test
with respect to Huntsman Corporation (being on the date hereof, the “liquidity
test”).


 


“Designated Line of
Business” shall mean any line of business which the Master Servicer
can identify by means of product, ledger, code or other means of identification
so that Receivables originated with respect to such Designated Line of Business
are identifiable and distinguished from all other Receivables of the relevant
Originator or Originators.


 


“Delinquency Ratio”
shall mean, as of the last day of each Settlement Period, the percentage
equivalent of a fraction, the numerator of which shall be the aggregate unpaid
balance of Pool Receivables that were thirty one (31) to sixty (60) days past
due during such Settlement Period, and the denominator of which shall be the aggregate
Principal Amount of Receivables acquired by the Company during the second prior
Settlement Period (including the Settlement Period ended on such day).


 


“Dilution Adjustment”
shall mean any payment adjustments (including payment adjustments arising as a
result of any reconciliation) of any Pool Receivables, and the amount of any
other reduction of any payment under any Pool Receivable, in each case granted
or made by an Originator to the related Obligor; provided,
however, that a “Dilution 


 

















 


Adjustment” shall not include (1) any Collection on a
Receivable or Charged-Off Receivable or (2) any Timely Payment Discount,
Commission or any Volume Rebate for which a reserve is maintained to account
for any potential offset; provided, further,
that for purposes of determining the Dilution Ratio, with respect to Dilution
Adjustments relating to invoices where the entire invoice balance has been
cancelled or credited (each referred to as “credited”)
and a rebilled invoice subsequently issued for the same item (together called “credit and re-bills”), the Dilution Adjustment shall
include: (i) the net difference (only if a positive value) between the
original invoice amount and the subsequent rebilled amount so long as the
rebilled invoice is issued within 5 Business Days after the original invoice
being credited, which was credited in its entirety or (ii) the entire
amount of the cancelled or credited invoice should the subsequent rebilled
invoice be issued after 5 Business Days after the original invoice being credited
in its entirety. For credit and re-bills in which the credit and re-bill occur
in separate Settlement Periods, the amount of the Dilution Adjustment, as
calculated above will be listed as occurring in the Settlement Period of the
original invoice date.


 


“Dilution Horizon”
shall mean in relation to any Pool Receivable the number of days from the date
on which such Pool Receivable was created to the date on which a Dilution
Adjustment with respect to such Pool Receivable is issued by the Originator. Dilution
Horizon relating to invoices where the entire invoice balance has been
cancelled or credited and a rebilled invoice subsequently issued for the same
item (together called “credit and re-bills”)
shall mean the number of days from the date on which the invoice reflecting
such Pool Receivable was first created to the date of the re-billed invoice.


 


“Dilution Horizon Factor”
shall mean a fraction, the numerator of which is the aggregate weighted average
Dilution Horizon of the Originators (based upon the Dilution Adjustment of the
selected Receivables) for such period. “Dilution Horizon Factor”
shall be calculated by the Master Servicer each June and December by
selecting a random sample of 50 Dilution Adjustments per each Originator over
the preceding three months, with the exception of Huntsman Petrochemical
Corporation and Huntsman Holland B.V. in which case the random sample shall
include 100 Dilution Adjustments created during such period. The Master
Servicer will prepare a table by originator for the Funding Agents which will
include for each Dilution Adjustment the original invoice date, invoice amount,
Obligor, amount of the credit or net from credit and re-bill, if applicable
(see Dilution Adjustment), and a description of each Dilution Adjustment. A
weighted average Dilution Horizon per Originator in days will be computed
therefrom based on the amount of Dilution Adjustment per item and the Dilution
Horizon per item. A weighted average for the program will be computed therefrom
by weighting the weighted average Dilution Horizon per Originator by the
average amount of Dilution Adjustments by originator over the preceding three
months. The denominator for “Dilution Horizon Factor”
shall be 30; it being understood, that if the
required sample size of Dilution Adjustments is not available, the Master
Servicer will compute the preceding calculations on such other amount
available; it being further understood, that the
random sample shall not include any adjustments resulting from any Timely
Payment Discount, Commission or any Volume Rebate for which a reserve is
maintained to account for any potential offset.


 


“Dilution Period”
shall mean, as of any Settlement Report Date and continuing until (but not
including) the next Settlement Report Date, the quotient of (i) the
product of (A) the aggregate Principal Amount of the Receivables that were
acquired by the Company during the Settlement Period immediately preceding such
earlier Settlement Report Date and (B) the 


 

















 


Dilution Horizon Factor as of such Settlement Report
Date and (ii) the Aggregate Receivables Amount as of the last day of the
Settlement Period immediately preceding such earlier Settlement Report Date.


 


“Dilution Ratio”
shall mean, as of the last day of each Settlement Period, an amount (expressed
as a percentage) equal to the aggregate amount of Dilution Adjustments made
during such Settlement Period divided by the
aggregate Principal Amount of Receivables acquired by the Company during the
immediately preceding Settlement Period (including the Settlement Period ended
on such day).


 


“Dilution Reserve Ratio”
shall mean, as of any Settlement Report Date, and continuing until (but not
including) the next Settlement Report Date, an amount (expressed as a
percentage) that is calculated as follows:


 


DRR = [(c x d) + [(e - d) x (e
/ d)]] x f


 


where:


 


DRR = Dilution Reserve Ratio;


 


c =                                2.50;


 


d =                               the twelve month
rolling average of the Dilution Ratio that occurred during the period of twelve
consecutive Settlement Periods ending immediately prior to such earlier
Settlement Report Date;


 


e =                                the highest
Dilution Ratio that occurred during the period of twelve consecutive Settlement
Periods ending prior to such earlier Settlement Report Date; and


 


f =                                 the Dilution
Period.


 


“Discounted Percentage”
shall mean (i) with respect to the calculation of the Contribution Value
attributed to the Receivables and the other Receivable Assets related thereto
to be contributed by the Contributor to the Company, a percentage agreed upon
by the Contributor, and consented to by the Administrative Agent and each
Funding Agent (such consent not to be unreasonably withheld) from time to time
that reflects, among other factors, the historical rate at which Receivables
are charged off in accordance with the Policies and (ii) with respect to
the calculation of the related Contribution Value or Originator Purchase Price,
a percentage agreed upon by the related Originator and the Contributor and
consented to by the Administrative Agent and each Funding Agent (such consent
not to be unreasonably withheld) from time to time that reflects, among other
factors, the historical rate at which Receivables are charged off in accordance
with the Policies of the related Originator.


 


“Dollars”, “United States Dollars”, “U.S. Dollars”
and “$” shall mean the legal currency of the
United States of America.


 


“Dutch Originator”
shall mean any of (i) Huntsman Holland B.V. and (ii) after the
Initial Borrowing Date, any Approved Originator incorporated in the
Netherlands.


 

















 


“Dutch Receivables”
shall mean the Receivables originated by a Dutch Originator and sold to
Huntsman International, then contributed, transferred, assigned and conveyed to
the Company.


 


“Dutch Receivables Purchase
Agreement” means the Dutch Receivables Purchase Agreement, dated the
Signing Date, between the Dutch Originators and the Contributor.


 


“Early Amortization Period”
shall have, with respect to any, the definition assigned to such term in Section 21.1 of the Receivables Loan Agreement.


 


“Early Originator
Termination” shall have the meaning assigned in Section 7.01
(or other corresponding Section) of the applicable Origination Agreement.


 


“Early Program Termination”
shall have the meaning assigned in Section 7.02
(or other corresponding Section) of the applicable Origination Agreement.


 


“Effective Date”
shall mean December 21, 2000.


 


“Eligible Assignee”
shall mean any Program Support Provider, and with respect to any Lender, any
Person that (A) is a Conduit Assignee; or (B) is a financial
institution formed under the laws of any OECD Country; provided
that such financial institution, if not a financial institution
organized under the laws of the United States, is acting through a branch or
agency located in the United States.


 


“Eligible Institution”
shall mean (a) with respect to accounts in the United States a depositary
institution or trust company (which may include the Collateral Agent and its
Affiliates) organized under the laws of the United States of America or any one
of the States thereof or the District of Columbia; provided,
however, that at all times (i) such depositary institution or
trust company is a member of the Federal Deposit Insurance Corporation, (ii) the
unsecured and uncollateralized debt obligations of such depositary institution
or trust company are rated in one of the two highest long-term or short-term
rating categories by each Rating Agency and (iii) such depositary
institution or trust company has a combined capital and surplus of at least
$100,000,000 and (b) with respect to accounts outside the United States an
entity authorized to accept deposits in the relevant jurisdiction which has
unsecured and uncollateralized debt obligations rated in one of the two highest
long-term or short-term rating categories by each Rating Agency.


 


“Eligible
Obligor” shall mean, as of any date of determination, each Obligor
in respect of a Receivable that satisfies the following eligibility criteria:


 


(a)                                 it is located in
an Approved Obligor Country;


 


(b)                                 it is not
Huntsman International or an Affiliate thereof; and


 


(c)                                  it is not the
subject of any voluntary or involuntary bankruptcy proceeding.


 


“Eligible
Receivable” shall mean, as of any date of determination, each
Receivable owing by an Eligible Obligor that as of such date satisfies the
following eligibility criteria:


 


(a)                                 it is not a
Defaulted Receivable;


 

















 


(b)                                 the goods related
to it shall have been shipped and the services related to it shall have been
performed and such Receivable shall have been billed to the related Obligor;


 


(c)                                  it arose in the
ordinary course of business from the sale of goods, products and/or services by
the related Originator and in accordance with the Policies of such Originator
and, at such date of determination, the related Origination Agreement has not
been terminated as to such Originator;


 


(d)                                 it does not
contravene any applicable law, rule or regulation and the related
Originator is not in violation of any law, rule or regulation in
connection with it, in each case which in any way would render such Receivable
unenforceable or would otherwise impair in any material respect the
collectability of such Receivable;


 


(e)                                  it is not a
Receivable for which an Originator has established a specific offsetting
reserve; provided that a Receivable subject only
in part to the foregoing shall be an Eligible Receivable to the extent not so
subject;


 


(f)                                   it is not a
Receivable with original payment terms in excess of 120 days from the first day
of the month following the month in which an invoice was created (“Net Terms”); provided that a
receivable may have Net Terms greater than 120 days if each Funding Agent has
consented thereto;


 


(g)                                  the related
Originator or Obligor is not in default in any material respect under the terms
of the Contract, if any, from which such Receivable arose;


 


(h)                                 (i) all
right, title and interest in such Receivable has been legally and validly,
directly or indirectly, sold to the Contributor by the related Originator and
contributed by Huntsman International to the Company pursuant to the related
Origination Agreement, or (ii) all right, title and interest in such
Receivable has been legally and validly, directly or indirectly, transferred,
assigned or sold to the Company by the related Originator pursuant to the
related Origination Agreement;


 


(i)                                     (i) the
Company will either have legal and beneficial ownership therein or a continuing
first priority perfected security interest therein free and clear of all Liens
and (ii) such Receivable is subject to the grant of a continuing first
priority perfected security interest therein from the Company to the Collateral
Agent free and clear of all Liens;


 


(j)                                    the Contract
related to such Receivables (i) expressly prohibits any offset,
counterclaim, or defense with respect to such Receivables or (ii) does not
contain such prohibition but (x) the Obligor with respect to such
Receivables is not a supplier of goods or services purchased by the Originator
of such Receivables or (y) the Aggregate Receivables Amount has been
reduced by the Potential Offset Amount; provided that
the aggregate Principal Amount of all such Receivables described in Section (ii) above does not exceed 10% of the
Aggregate Receivables Amount;


 


(k)                                 it is at all
times the legal, valid and binding obligation of the Obligor thereon,
enforceable against such Obligor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors rights generally and 


 

















 


by
general equitable principles (whether enforcement is sought by proceedings in
equity or law);


 


(l)                                     neither of the
Company nor any Originator has (i) taken any action in contravention of
the terms of any Transaction Document that would impair the rights of the
Collateral Agent or the Secured Parties in such Receivable or (ii) failed
to take any action required to be taken by the terms of any Transaction
Document that was necessary to avoid impairing the rights therein of the
Collateral Agent or Secured Parties with respect to such Receivables;


 


(m)                             as of the date of
the conveyance of such Receivable to the Company, each of the representations
and warranties made in the applicable Origination Agreement by the related
Originator with respect to such Receivable is true and correct in all material
respects;


 


(n)                                 at the time any
such Receivable was contributed by the Contributor to the Company under the
Contribution Agreement, no Insolvency Event had occurred with respect to the
Contributor or the Company;


 


(o)                                 the governing law
of the related Contract is the law of an Approved Contract Jurisdiction;


 


(p)                                 it is not subject
to any withholding taxes of any applicable jurisdiction or political
subdivision and is assignable free and clear of any sales or other tax, impost
or levy, unless an appropriate reserve, as determined by the Administrative
Agent, is made for such tax liability;


 


(q)                                 the Obligor of
which is not a Government Obligor or an individual;


 


(r)                                    either (i) the
Contract related to such Receivable does not expressly prohibit, or require
consent to be obtained from the related Obligor in connection with, a sale,
transfer, assignment or conveyance of such Receivable, (ii) if such
consent is required, the related Obligor has consented in writing in accordance
with the terms of the Contract and applicable laws or (iii) the Contract
related to such Receivable is governed by the laws of a State of the United
States, the assignment thereof is subject to Sections
9-406 and 9-407 of the
UCC (or similar applicable provision) of such State which permits the effective
assignment of such Receivable and the related rights under such Contract
against the Obligor of such Receivable notwithstanding the failure of the
assignor to obtain the consent of the Obligor in connection with such
assignment;


 


(s)                                   it is denominated
and payable only in an Approved Currency;


 


(t)                                    the Obligor of
which has not defaulted on any payment obligation to an Originator at any time
during the three year period preceding the contribution or sale of such
Receivable to the Company, other than any payments which the Obligor has
disputed in good faith;


 


(u)                                 either the
Company is excluded from the definition of “investment
company” pursuant to Rule 3a-7 under the 1940 Act, or such
Receivable is an account receivable 


 

















 


representing
all or part of the sales price of merchandise, insurance or services within the
meaning of Section 3(c)(5) of the
1940 Act;


 


(v)                                 all required
consents, approvals, authorizations or notifications necessary for the creation
and enforceability of such Receivable and the effective contribution by the
Contributor to the Company and grant of a security interest by the Company to
the Collateral Agent shall have been obtained or made with respect to such
Receivable;


 


(w)                               constitutes an
account (and not an “instrument” or “chattel paper” unless such “instrument”
or “chattel paper” has been stamped in the
manner set forth in Section 26.3(s) of
the Receivables Loan Agreement) within the meaning of Section 9-102
of the UCC that governs the perfection of the interest granted therein);


 


(x)                                 no Originator
Termination Event has occurred with respect to the Originator of such
Receivable;


 


(y)                                 the Company has
the benefit of any existing marine insurance policy naming Huntsman Corporation
as named insured to the extent the benefits of such policy extend to the
Company;


 


(z)                                  if the Servicer
Guarantor’s corporate credit rating by S&P is less than “B” and the
corporate family rating by Moody’s is less than “B2” and the Originator of such
Receivables is located in Spain, the Obligor of such Receivables has been
instructed to make payments with respect to such Receivable to a Collection
Account in the name of the Company or a Spanish SPV;


 


(aa)                          if it is
transferred under the French Receivables Purchase Agreement, it is governed by
French law and the Obligor of such Receivable is a French Obligor or an Obligor
located in the Netherlands or Belgium;


 


(bb)                          the Obligor has
been instructed to make payments in respect of such Receivable to the relevant
Collection Account and such instructions have not been modified or revoked; and


 


(cc)                            if it is
transferred under the Belgian Receivables Purchase Agreement, the Obligor of
such Receivable has been notified of the transfer of such Receivable by the
relevant Belgian Originator to the Contributor under the Belgian Receivables
Purchase Agreement, by the Contributor to the Company under the Contribution
Agreement and the grant of a security interest by the Company to the Collateral
Agent under the Receivables Agreement;


 


(dd)                          satisfies in all
material respects all applicable requirements of the Credit and Collection
Policy; and


 


(ee)                            if such
Receivable is an Italian Receivable, the Italian Effective Date has occurred,


 


provided that (A) Acquired Line of Business Receivables
originated by an Eligible Obligor shall constitute Eligible Receivables only to
the extent that the requirements of Section 27(e) of
the Receivables Loan Agreement have been satisfied and all other criteria with
respect to Eligible Receivables set forth in the definition thereof are
satisfied with respect to any such Acquired Line of Business Receivable and (B) Receivables
originated with respect to Excluded Designated Lines of Business shall
constitute Eligible Receivables only to the 


 

















 


extent provided in Section 28(c) of
the Receivables Loan Agreement and so long as all criteria with respect to
Eligible Receivables set forth in the definition thereof are satisfied with
respect to any such Receivable originated with respect to an Excluded
Designated Line of Business.


 


“EMU Legislation”
means the legislative measures of the European Union for the introduction of,
changeover to or operation of the Euro in one or more member states of the
European Union.


 


“ERISA” shall
mean the United States Employee Retirement Income Security Act of 1974, as
amended.


 


“ERISA Affiliate”
shall mean, with respect to any Person, any trade or business (whether or not
incorporated) that is a member of a group of which such Person is a member and
which is treated as a single employer under Section 414
of the Code.


 


“EURIBOR” means,
in relation to any Loan or other calculation denominated in Euro:


 


(a)                                 the applicable Screen Rate; or


 


(b)                                 (if no Screen Rate is
available for the Relevant Period of that Loan) the arithmetic mean of the
rates (rounded upwards to four decimal places) as supplied to the
Administrative Agent at its request quoted by the Reference Banks to leading
banks in the European interbank market,


 


as of 11.00 a.m. (Central European time) on the
Quotation Day for the offering of deposits in Euro for a period of: (i) one
week in the case of a determination for the purposes of the Alternate Rate
definition; and (ii) one month in all other cases.


 


“Euro” shall
mean the legal currency of the member states of the European Union that adopt
the single currency in accordance with the European Community Treaty.


 


“Euro Equivalent”
means, at any time in relation to an amount denominated in a currency other
than Euro, that amount converted into Euro at the Spot Rate determined as of
the most recent Exchange Rate Determination Date except where otherwise
provided in the Transaction Documents.


 


“European Originators”
shall mean (i) the Dutch Originators, the Belgian Originators, the UK
Originators, the Italian Originators (provided the Italian Effective Date has
occurred), the Italian Onward Seller (provided the Italian Effective Date has
occurred), the Spanish Originators and the French Originators and (ii) after
the Initial Borrowing Date, any Approved Originator which is located in Europe.


 


“European Receivables
Purchase Agreements” shall mean, collectively, the Dutch Receivables
Purchase Agreement, the Belgian Receivables Purchase Agreement, the UK
Receivables Purchase Agreement, the Italian Receivables Purchase Agreement, the
Spanish Receivables Purchase Agreement and the French Receivables Purchase
Agreement.


 


“Exchange Act”
shall mean the United States Securities Exchange Act of 1934, as amended.


 

















 


“Exchange
Rate Determination Date” means:


 


(a)                                 in relation to any Settlement Report
Date, the immediately preceding Funding Business Day; and


 


(b)                                 if a Termination Event has occurred and
is continuing under the Receivables Loan Agreement, any Business Day designated
as such by the Funding Agents in their sole discretion.


 


“Exchange Rate Protection
Amount” means product of (a) 0.25% multiplied
by (b) the aggregate Principal Amount of all Pool Receivables
at the relevant time


 


“Excluded Designated Line
of Business” shall mean any Designated Line of Business identified
by notice given pursuant to Section 28
of the Receivables Loan Agreement as an “Excluded Designated Line of Business”.


 


“Facility Event”
shall mean any Termination Event, Potential Termination Event, Master Servicer
Default, Potential Master Servicer Default, Originator Termination Event,
Potential Originator Termination Event, Program Termination Event or Potential
Program Termination Event.


 


“Facility Indemnified Party”
mean the Collateral Agent, the Funding Agents, the Administrative Agent, the
Lenders, the Program Support Providers, the Liquidation Servicer, any Successor
Master Servicer (other than any Successor Master Servicer that is an Affiliate
of Huntsman International), or any of their respective officers, directors,
agents, employees, controlling Persons or Affiliates of any of the foregoing.


 


“Facility Termination Date”
shall mean the earliest to occur of (i) the date on which an Early
Amortization Period is declared to commence or automatically commences and (ii) the
Commitment Termination Date.


 


“Federal Funds Effective
Rate” shall mean, for any day, an interest rate per annum equal to (a) 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 on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, (b) if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 11:00 a.m.
New York Time on such day on such transactions received by the relevant Funding
Agent from three (3) Federal funds brokers of recognized standing selected
by it in its sole discretion.


 


“Fee Letters”
means the fee agreements each dated the date of this Agreement and each between
the Company and each of the Persons to whom Fees are payable.


 


“Final Payout Date”
means the date after the Facility Termination Date on which all the Secured
Obligations have been reduced to zero by payment in full in cash.


 


“Fiscal Period”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Foreign Government Obligor”
shall mean any government of a nation or territory outside the United States or
any subdivision thereof or any agency, department or instrumentality thereof.


 

















 


“French Originator”
shall mean any of (i) Tioxide Europe S.A.S., (ii) Huntsman Surface
Sciences (France) S.A.S. and (iii) after the Initial Borrowing Date, any
Approved Originator incorporated in France.


 


“French Receivables”
shall mean the Receivables originated by a French Originator and sold to the
Company and with respect to which a security interest has been granted by the
Company to the Collateral Agent.


 


“French Receivables
Purchase Agreement” shall mean the French Receivables Subrogation
Agreement, dated the Signing Date between, inter alias,
the French Originators and the Company.


 


“Funding Agent”
shall mean each financial institution designated as a “Funding Agent” on Schedule 1 to the Receivables Loan Agreement or as
designated in a Commitment Transfer Agreement.


 


“Funding Business Day”
means any day (other than a Saturday and Sunday) on which banks and financial
markets are open for general business in New York and London and in relation to
a transaction involving Euro, any TARGET Day.


 


“GAAP” shall
mean generally accepted accounting principles in the respective jurisdiction of
incorporation of the relevant entity, as in effect from time to time.


 


“GBP LIBOR”
means, in relation to any Loan or other calculation denominated in Sterling:


 


(a)                                 the applicable Screen Rate; or


 


(b)                                 (if no Screen Rate is
available for the currency or Relevant Period of that Loan) the arithmetic mean
of the rates (rounded upwards to four decimal places) as supplied to the Agent
at its request quoted by the Reference Banks to leading banks in the London
interbank market,


 


as of 11:00 am (London time) on the Quotation Day for
the offering of deposits in Sterling and for a period of: (i) one week in
the case of a determination for the purposes of the Alternate Rate definition;
and (ii) one month in all other cases.


 


“General Opinion”
shall mean, with respect to any action of the Master Servicer, the Company or
an Originator, an Opinion of Counsel to the effect that (i) such action
has been duly authorized by all necessary corporate action on the part of the
Master Servicer, the Company or such Originator, as the case may be, (ii) any
agreement executed in connection with such action constitutes a legal, valid
and binding obligation of the Master Servicer, the Company or an Originator, as
the case may be, enforceable against such party in accordance with the terms
thereof, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereinafter
in effect, affecting the enforcement of creditors’ rights and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity or subject to similar
exceptions), (iii) such action does not violate any organizational
documents or require any consent or filing thereunder, (iv) such action
does not result in a breach of, or default under any material contractual
obligation of such party, or creation of any Lien, pursuant thereto and (v) any
condition precedent to any such action specified in the applicable Transaction
Document, if any, has been complied with.


 
















 


“Governmental Authority”
shall mean any government or political subdivision or any agency, authority,
bureau, central bank, commission, department or instrumentality of any such
government or political subdivision, or any court, tribunal, grand jury or arbitrator,
or any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, regulatory or
administrative powers or functions of or pertaining to government, or any
accounting board or authority (whether or not a part of government) which is
responsible for the establishment or interpretation of national or
international accounting principles.


 


“Government Obligor”
shall mean any U.S. Government Obligor, any U.S. State/Local Government Obligor
or Foreign Government Obligor.


 


“Guaranteed Obligations”
shall mean the obligations of the Master Servicer as set forth under Article VII of the Servicing Agreement.


 


“Historical Receivables
Information” means historical numerical information regarding
Receivables relating to periods prior to the date on which any Originator
became an Additional Originator or the date on which an Acquired Line of
Business has become an Approved Acquired Line of Business, to the extent that
such information is necessary to calculate, among other things, the Aged
Receivables Ratio, the Default Ratio, the Delinquency Ratio, the Dilution
Horizon, the Dilution Horizon Factor, the Dilution Ratio and the Day Sales
Outstanding and such calculations require numerical information relating to
periods prior to such date; provided that
with respect to any Additional Originator or Approved Acquired Line of Business
such calculation shall, to the extent applicable, be performed using Historical
Receivables Information with respect to such Additional Originator or Approved
Acquired Line of Business.


 


“Huntsman BV”
shall mean Huntsman Holland B.V., a limited liability company organized under
the laws of The Netherlands and its successors and permitted assigns.


 


“Huntsman Europe”
shall mean Tioxide Europe Ltd., a corporation organized under the laws of
England and Wales and its successors and permitted assigns.


 


“Huntsman Group”
shall have the meaning assigned to such term within the definition of “Change
of Control”.


 


“Huntsman International”
shall mean Huntsman International LLC, a Delaware limited liability company.


 


“Huntsman Propylene”
means Huntsman Propylene Oxide Ltd., a limited partnership organized under the
laws of Texas.


 


“Huntsman
Receipts Account” means, as applicable (i) the account
denominated in Euro (number 826-0004139-82) in the name of the Master Servicer
held with Deutsche Bank AG, (ii) the account denominated in U.S. Dollars
(number 826-0004139-91) in the name of the Master Servicer held with Deutsche
Bank AG, (iii) the account denominated in Sterling (number
02428170000GBP000LDN/24281700) in the name of the Master Servicer held with
Deustche Bank AG and (iv) any replacement account or accounts or such
other account as the Company may notify to the Administrative Agent from time
to time upon 10 Business Days’ written notice (or such lesser period as the
Administrative Agent may agree to).


 

















 


“Indebtedness”
shall mean, with respect to any Person at any date, (i) all indebtedness
of such Person for borrowed money, (ii) any obligation owed for the
deferred purchase price of property or services which purchase price is
evidenced by a note or similar written instrument, (iii) note payable and
drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money, (iv) that portion of obligations of such
Person under capital leases which is properly classified as a liability on a
balance sheet in conformity with GAAP and (v) all liabilities of the type
described in the foregoing Sections (i) through
(iv) secured by any Lien (other
than Permitted Liens and Liens on receivables that are not Receivables) on any
property owned by such Person even though such Person has not assumed or
otherwise become liable for the payment thereof.


 


“Indemnified Amounts”
shall have the meaning assigned to such term in Section 14
of the Receivables Loan Agreement.


 


“Independent Manager”
shall mean a Manager of the Company designated as an “Independent Manager” who (i) shall
not have been at the time of such Person’s appointment or at any time during
the preceding five years, and shall not be as long as such Person is a director
of the Company, (A) a director, officer, employee, partner, shareholder,
member, manager or Affiliate of any of the following Persons (collectively, the
“Independent Parties”): the Master
Servicer, any Originator, or any of their respective Subsidiaries or Affiliates
(other than the Company or Huntsman Receivables Finance II LLC), (B) a
supplier to any of the Independent Parties, (C), a Person controlling or under
common control with any partner, shareholder, member, manager, Affiliate or
supplier of any of the Independent Parties, or (D) a member of the
immediate family or any director, officer, employee, partner, shareholder,
member, manager, Affiliate or supplier of any of the Independent Parties; (ii) has
prior experience as an independent director for a corporation or limited
liability company whose charter documents required the unanimous consent of all
independent directors thereof before such corporation or limited liability
company could consent to the institution of bankruptcy or insolvency
proceedings against it or could file a petition seeking relief under any
applicable federal or state law relating to bankruptcy; and (iii) has at
least three years of employment experience with one or more entities that
provide, in the ordinary course of their respective businesses, advisory,
management or placement services to issuers or securitization or structured
finance instruments, agreements or securities.


 


“Independent Public
Accountants” shall mean, with respect to any Person, any independent
certified public accountants of nationally recognized standing, or any
successor thereto, (who may also render other services to the Company, the Master
Servicer or an Originator); provided that
such firm is independent with respect to such Person within the meaning of Rule 2-01(b) of
Regulation S-X under the Securities Act.


 


“Ineligibility
Determination Date” shall have the meaning assigned in Section 29 of the Receivables Loan Agreement.


 


“Ineligible Receivable”
shall, (i) as used in the Origination Agreements, have the meaning
specified in each Origination Agreement, and (ii) as used in all other
Transaction Documents, have the meaning specified in Section 29
of the Receivables Loan Agreement.


 


“Initial Borrowing Date”
means the first Borrowing Date (if any) pursuant to which a Loan is made in
accordance with the terms of the Receivables Loan Agreement.


 

















 


“Initial Contribution”
shall mean the first contribution (if any) of Receivables and Receivables
Assets related thereto, made pursuant to Section 2.01
of the Contribution Agreement.


 


“Initial Contribution Date”
shall mean the date on which the Initial Contribution is made.


 


“Inland Revenue”
shall mean the United Kingdom Inland Revenue.


 


“Insolvency Event”
shall mean, with respect to any Person, (i) a court having jurisdiction
shall enter a decree or order for relief in respect of such Person in an
involuntary case under Applicable Insolvency Laws, which decree or order is not
stayed or any other similar relief shall be granted under any applicable
federal, state or foreign law now or hereafter in effect and shall not be
stayed; (ii)(A) an involuntary case is commenced against such Person under
any Applicable Insolvency Law now or hereafter in effect, a decree or order of
a court having jurisdiction for the appointment of a receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar powers over
such Person, or over all or a substantial part of the property of such Person,
shall have been entered, an interim receiver, trustee or other custodian of
such Person for all or a substantial part of the property of such Person is
involuntarily appointed, a warrant of attachment, execution or similar process
is issued against any substantial part of the property of such Person, and (B) any
event referred to in clause (ii)(A) above
continues for 60 days unless dismissed, bonded or discharged; (iii) such
Person shall at its request have a decree or an order for relief entered with
respect to it or commence a voluntary case under any Applicable Insolvency Law
now or hereafter in effect, or shall consent to the entry of a decree or an
order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such Applicable Insolvency Law, consent to
the appointment of or taking possession by a receiver, trustee or other
custodian for all or a substantial part of its property; (iv) the
admission by such Person in writing its inability to pay its debts generally or
the making by such Person of any general assignment for the benefit of
creditors; (v) the inability or failure of such Person generally to pay
its debts as such debts become due; or (vi) the Board of such Person
authorizes action to approve any of the foregoing.


 


“Intercreditor Agreement”
shall mean the Intercreditor Agreement, dated as of on or about the date
hereof, by, among others, the Collateral Agent, the Administrative Agent and
Deutsche Bank AG, New York Branch in its capacities thereunder as “Bank
Administrative Agent”, “Collateral Agent, “ and “Mortgagee”.


 


“Interest” means
the aggregate amount of interest payable by the Company in respect of a Loan
calculated in accordance with Clause 7 of the
Receivables Loan Agreement.


 


“Interest
Rate” means, with respect to any Lender, the sum of:


 


(a)                                 the Applicable Rate; plus


 


(b)                                 the Applicable Margin,


 


plus, in each case, any Currency Hedge Costs (other
than Currency Hedge Costs which are included in the calculation of the CP Rate)
incurred by such Lender in connection with funding its participation in the
relevant Loan; provided, that at all times
following the occurrence and during the continuation of a Termination Event,
the Applicable Rate shall be an interest rate per annum equal to the Default
Interest Rate.


 

















 


“Investment”
shall mean the making by the Company of any advance, loan, extension of credit
or capital contribution to, the purchase of any stock, bonds, notes, debentures
or other securities of or any assets constituting a business unit of, or the
making by the Company of any other investment in, any Person.


 


“Italian Effective Date”
means the date upon which the Italian Originators have been added as Approved
Originators in accordance with Sections 27(b) and
27(f) of the Receivables Loan
Agreement, such date to be designated in the Italian Effective Date Letter.


 


“Italian Effective Date
Letter” means the letter agreement executed by the Company, the
Master Servicer, the Administrative Agent and the Funding Agents which letter
agreement shall specify the Italian Effective Date and the definitions of
Italian Receivables Purchase Agreements, Italian Onward Seller, and, if
applicable, Italian Receivables and Italian Originator.


 


“Italian Onward Seller”
means Huntsman Italian Receivables Finance S.r.l., as the foregoing may be
modified by the Italian Effective Date Letter.


 


“Italian Originator”
shall mean any of (i) Tioxide Europe S.r.l., (ii) Huntsman Surface
Sciences Italia S.r.l., (iii) Huntsman Patrica S.r.l. and (iv) after
the Italian Effective Date, any Approved Originator incorporated in Italy, as
the foregoing may be modified by the Italian Effective Date Letter.


 


“Italian Receivables”
shall mean the Receivables originated by an Italian Originator and sold to
Huntsman International, then contributed, transferred, assigned and conveyed to
the Company with respect to which a security interest has been granted by the
Company to the Collateral Agent, as the foregoing may be modified by the Italian
Effective Date Letter.


 


“Italian Receivables
Purchase Agreements” shall mean (a) the Italian Receivables
Purchase Agreement, dated the Signing Date, among Huntsman Italian Receivables
Finance S.r.l., as purchaser, Tioxide Europe S.r.l., Huntsman Surface Sciences
Italia S.r.l. and Huntsman Patrica S.r.l., each as an originator, and Huntsman
(Europe) B.V.B.A., as master servicer, and (b) the Onward Sale Agreement,
dated the Signing Date, among Huntsman Italian Receivables Finance S.r.l., as
onward seller, Huntsman International LLC, as onward purchaser, and Huntsman
(Europe) B.V.B.A., as master servicer, as the foregoing may be modified by the
Italian Effective Date Letter.


 


“Lender” shall
mean each entity designated as a “Lender” on Schedule 1
to the Receivables Loan Agreement and any Acquiring Lender.


 


“Lender Group”
shall mean a group consisting of a Lender and the Funding Agent for such
Lender.


 


“Lien” shall
mean, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, encumbrance, charge or security interest in or on such asset and (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement relating to such asset; provided,
however, that if a lien is imposed under Section 412(n) of
the Code or Section 302(f) of ERISA
for a failure to make a required installment or other payment to a plan to
which Section 412(n) of the Code or
Section 302(f) of ERISA
applies, then such lien shall not be treated as a “Lien”
from and after the time (x) (i) any Person who is obligated to make
such payment pays to such plan the amount of such lien determined 


 

















 


under Section 412(n)(3) of
the Code or Section 302(f)(3) of
ERISA, as the case may be, and provides to the Collateral Agent and any Funding
Agent a written statement of the amount of such lien together with written
evidence of payment of such amount, or (ii) such lien expires pursuant to Section 412(n)(4)(B) of the Code or Section 302(f)(4)(B) of ERISA and (y) the
consent of each Funding Agent is obtained.


 


“Liquidation Servicer”
shall mean PricewaterhouseCoopers LLP and its successors and assigns.


 


“Liquidation Servicer
Agreement” shall mean the letter agreement to be entered into
subsequent to the Closing Date between the Liquidation Servicer and the
Company.


 


“Liquidation Servicer
Commencement Date” shall mean the date that the Collateral Agent
gives notice to activate the appointment of PricewaterhouseCoopers LLP as the
Liquidation Servicer, which shall take effect immediately, provided
that the Liquidation Servicer shall commence to act as such no later than five (5) Business
Days after the delivery of the Termination Notice by the Collateral Agent to
the Master Servicer.


 


“Liquidation Servicing Fee”
shall mean the fee payable to the Liquidation Servicer as set forth in the
Liquidation Servicer Agreement.


 


“Loan” means a loan comprising the whole or part of a Borrowing
made by the Company pursuant to Section 2
of the Receivables Loan Agreement.


 


“Local Business Day”
shall mean, with respect to any Originator, any day other than (i) a
Saturday or a Sunday and (ii) any other day on which commercial banking
institutions or trust companies in the jurisdiction in which such Originator
has its principal place of business, are authorized or obligated by law,
executive order or governmental decree to be closed.


 


“Local Currency”
shall mean U.S. Dollars or Sterling.


 


“Local Servicer”
shall have the meaning assigned to such term Section 2.01(c) of
the Servicing Agreement.


 


“Loss Reserve Ratio”
shall mean, on any Settlement Report Date, and continuing until (but not
including) the next Settlement Report Date, an amount (expressed as a
percentage) that is calculated as follows:


 


LRR = [(a x b)/c] x
d x e


 


where:


 


LRR = Loss Reserve Ratio;


 


a =                               the aggregate
Principal Amount of Pool Receivables acquired by the Company during the three
Settlement Periods immediately preceding such earlier Settlement Report Date;


 


b =                               the highest three
month rolling average of the Aged Receivables Ratio that occurred during the
period of twelve consecutive Settlement Periods ending prior to such earlier
Settlement Report Date;


 

















 


c =                                the Aggregate
Receivables Amount as of the last day of the Settlement Period immediately
preceding such earlier Settlement Report Date;


 


d =                               2.50; and


 


e =                                Payment Terms
Factor.


 


“Majority Lenders”
shall mean the Lenders having, in the aggregate, more than 50.0% of the
Aggregate Commitment.


 


“Manager” means
any manager, administrative agent or other corporate or administrative services
provider to a Conduit Lender.


 


“Mandatory Costs”
shall mean, if and so long as any Lender is required to comply with, reserve
assets, liquidity, special deposit, cash margin or other requirements under the
applicable rules or regulations of any monetary or other governmental
authority (including the Bank of England, the Financial Services Authority of
England, the European Central Bank or the European System of Central Banks) in
respect of any Loan, the amount expressed as a percentage (rounded upwards, if
necessary, to the next higher 1/16 of 1%) of the cost to such Lender of
complying with such requirements in relation to such Loan.


 


“Margin Stock”
shall have the meaning given to such term in Regulation U of the Board of
Governors.


 


“Master Servicer”
shall mean Huntsman (Europe) B.V.B.A., and any Successor Master Servicer under
the Servicing Agreement.


 


“Master Servicer Default”
shall have, with respect to any, the meaning assigned to such term in Section 6.01 of the Servicing Agreement.


 


“Master Servicer Indemnified
Person” shall have the meaning assigned to such term in Section 5.02(a) of the Servicing Agreement.


 


“Master Servicer Site
Review” shall mean a review performed by the Liquidation Servicer of
the servicing operations of the Master Servicer’s central site location in
accordance with the Liquidation Servicer Agreement.


 


“Material Adverse Effect”
shall mean, if used with respect to a Person, (a) a material impairment of
the ability of such Person to perform its obligations under the Transaction
Documents, (b) a materially adverse effect on the business, operations,
property or condition (financial or otherwise) of such Person, (c) a
material impairment of the validity or enforceability of any of the Transaction
Documents against such Person, (d) a material impairment of the
collectability of the Eligible Receivables taken as a whole and (e) a
material impairment of the interests, rights or remedies of the Collateral
Agent or the Secured Parties under or with respect to the Transaction Documents
or the Eligible Receivables taken as a whole.


 


“Maturity Date”
means the Facility Termination Date.


 


“Maximum
Available Borrowing” means, on any Borrowing Date, the lesser of:


 


(a)                                 the Aggregate
Commitment on such Borrowing Date; and


 

















 


(b)                                 the Maximum
Potential Borrowing on such Borrowing Date.


 


“Maximum
Available Borrowing (Dollars)” means, with respect to any Borrowing
Date, an amount equal to the product of:


 


(a)                                 the product of (i) the
Maximum Potential Borrowing on such Borrowing Date  multiplied by (ii) the percentage equivalent of a fraction the numerator of
which is the Aggregate Receivables Amount on such Borrowing Date of the Pool Receivables
denominated in U.S. Dollars, if any, and the denominator of which is the
Aggregate Receivables Amount on such Borrowing Date of all Pool Receivables.


 


multiplied by:


 


(b)                                 the Spot Rate for purchasing
U.S. Dollars with Euro on such Borrowing Date.


 


“Maximum
Available Borrowing (Euro)” means, with respect to any Borrowing
Date, an amount equal to the product of:


 


(a)                                 the Maximum Potential
Borrowing on such Borrowing Date;


 


multiplied by:


 


(b)                                 the percentage equivalent of a
fraction the numerator of which is the Aggregate Receivables Amount on such Borrowing
Date of
the Pool Receivables denominated in Euro and the denominator of which is the
Aggregate Receivables Amount of all Pool Receivables.


 


“Maximum
Available Borrowing (Sterling)” means, with respect to any Borrowing
Date, an amount equal to the product of:


 


(a)                                 the product of (i) the
Maximum Potential Borrowing on such Borrowing Date  multiplied by (ii) the percentage equivalent of a fraction the numerator of
which is the Aggregate Receivables Amount on such Borrowing Date of the Pool Receivables
denominated in Sterling and the denominator of which is the Aggregate Receivables
Amount on such Borrowing Date of all Pool Receivables.


 


multiplied by:


 


(b)                                 the Spot Rate for purchasing
Sterling with Euro on such Borrowing Date.


 


“Maximum Potential
Borrowing” means, with respect to any Borrowing Date, an amount
equal to:


 


(a)                                 the Aggregate
Receivables Amount on such Borrowing Date; less


 


(b)                                 the Required
Subordinated Amount on such Borrowing Date.


 


“Monthly Interest”
shall mean Interest accrued for the relevant Settlement Period.


 


“Monthly Servicing Fee”
shall have the meaning assigned to such term in Section 19
of the Receivables Loan Agreement.


 

















 


“Monthly Settlement Report”
shall mean a report prepared by the Master Servicer for each Settlement Period
pursuant to Section 4.02 of the Servicing
Agreement, in substantially the form of Schedule 13 to
the Receivables Loan Agreement.


 


“Moody’s” shall
mean Moody’s Investors Service, Inc. or its successors and assigns.


 


“Multiemployer Plan”
shall mean, with respect to any Person, a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which such Person
or any ERISA Affiliate of such Person (other than one considered an ERISA
Affiliate only pursuant to subsection (m) or
(o) of Section 414 of the Code) is
making or accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.


 


“1940 Act” shall
mean the United States Investment Company Act of 1940, as amended.


 


“Obligor” shall
mean, with respect to any Receivable, the party obligated to make payments with
respect to such Receivable, including any guarantor thereof.


 


“Obligor Limit”
shall mean the percentage, as set forth in the Receivables Specification and
Exception Schedule attached to the Receivables Loan Agreement as Schedule 8 under heading (E) “Obligor
Limit”, which shall represent, at any date, with respect to an
Eligible Obligor, the percentage of the Principal Amount of all Pool
Receivables which are Eligible Receivables at such date which are due from such
Eligible Obligor for the applicable ratings category of long-term senior debt
of that Obligor, or if such Obligor is unrated and is a wholly owned
subsidiary, then the applicable ratings category of long term senior debt of
such Obligor’s parent; provided, however,
for purposes of this definition that all Eligible Obligors that are Affiliates
of each other shall be deemed to be a single Eligible Obligor to the extent the
Master Servicer has actual knowledge of the affiliation and in that case, the
applicable debt rating for such group of Obligors shall be the debt rating of
the ultimate parent of the group.


 


If the ratings given by S&P and Moody’s to the
long term senior debt of any Obligor (or the ultimate parent of the Obligor or
the affiliated group of which such Obligor is a member, as the case may be)
would result in different applicable percentages under Schedule 8
to this Agreement, the applicable percentage shall be the percentage associated
with the lower rating, as between S&P’s rating and Moody’s rating, of such
Obligor’s (or such ultimate parent’s, as the case may be) long-term senior
debt; provided that: (i) if an Obligor
(or such ultimate parent, as the case may be) is not rated by one of the Rating
Agencies, then such Obligor (or the ultimate parent, as the case may be) shall
be deemed to be unrated unless the Rating Agency that does not rate the Obligor
consents to the application of the rating given the Obligor by the Rating
Agency that does give such a rating and (ii) if an Obligor (or such
ultimate parent, as the case may) does not have a long-term senior debt rating
from either of the Rating Agencies, but has a short-term senior debt rating,
then the applicable percentage shall be the percentage associated with the long
term senior debt ratings that are equivalent to such short term senior debt
ratings as set forth in the table set forth in the Receivables Specification
and Exception Schedule attached to the Receivables Loan Agreement as Schedule 8 under the heading “Obligor
Limit”. The ratings specified in the table are minimums for each
percentage category, so that a rating not shown in the table falls in the
category associated with the highest rating shown in the table that is lower
than that rating.


 

















 


“OECD Country”
shall mean a country that is a member of the grouping of countries that are
full members of the Organization of Economic Cooperation and Development.


 


“Offer Letter”
shall have the meaning assigned to such term in the UK Receivables Purchase
Agreement.


 


“Opinion of Counsel”
shall mean a written opinion or opinions of one or more counsel (who, unless
otherwise specified in the Transaction Documents, may be internal counsel to
the Company, the Master Servicer or an Originator) designated by the Company,
the Master Servicer or an Originator, as the case may be, that is reasonably
acceptable to the Collateral Agent and each Funding Agent.


 


“Original Principal Amount”
shall mean, with respect to any Receivable, the Principal Amount of such
Receivable as of the date on which such Receivable is contributed, sold or otherwise
conveyed to the Contributor or the Company, as the case may be, under the
applicable Origination Agreement.


 


“Origination Agreements”
shall mean (i) the Contribution Agreement and each Receivables Purchase
Agreement; and (ii) any contribution agreement, receivables purchase
agreement or corresponding agreement entered into by the Company or the
Contributor (as the case may be) and any Additional Originator.


 


“Originator”
shall mean the Contributor and the European Originators, except that for purposes
of the Contribution Agreement, the term “Originator” shall not include the
French Originators.


 


“Originator Adjustment
Payment” shall have the meaning assigned to such term in Section 2.06(a) (or corresponding Section) of the
Origination Agreements.


 


“Originator Daily Report”
shall mean a report prepared by an Originator on each date of contribution or
sale, as the case may be, of Receivables to the Company pursuant to and in
accordance with the applicable Origination Agreement, substantially in the form
of Schedule 14 to the Receivables Loan
Agreement.


 


“Originator Dilution
Adjustment Payment” shall have the meaning assigned to such term in Section 2.05 (or corresponding Section) of the
Origination Agreements.


 


“Originator Documents”
shall have the meaning assigned to such term in Section 7.03(b)(iii) (or
corresponding Section) of the Origination Agreements.


 


“Originator Indemnification
Event” shall have the meaning assigned to such term in Section 2.06(b) (or corresponding Section) of the
Origination Agreements.


 


“Originator Indemnification
Payment” shall have the meaning assigned to such term in Section 2.06(b) (or corresponding Section) of the
Origination Agreements.


 


“Originator Indemnified
Liabilities” shall have the meaning assigned to such term in Section 8.02 (or corresponding Section) of the
Origination Agreement.


 


“Originator Payment Date”
shall have the meaning assigned to such term in Section 2.03(a) of
the UK Receivables Purchase Agreement and the corresponding provisions of the
other Receivables Purchase Agreements.


 

















 


“Originator Purchase Price”
shall have the meaning assigned to such term in Section 2.02
(or corresponding Section) of the Receivables Purchase Agreements.


 


“Originator Termination
Date” shall have the meaning assigned to such term in Section 7.01 (or corresponding Section) of the
Origination Agreements.


 


“Originator Termination
Event” shall have the meaning assigned to such term in Section 7.01 (or corresponding Section) of each
Origination Agreement, or such other corresponding provision, as applicable.


 


“Outstanding Amount
Advanced” shall mean, on any date of determination, the aggregate of
all Servicer Advances remitted by the Master Servicer out of its own funds
pursuant to Section 2.06 of the Servicing
Agreement and Section 17.1(c) of the
Receivables Loan Agreement, less the
aggregate of all related Servicer Advance Reimbursement Amounts received by the
Master Servicer.


 


“Parent Company”
shall mean Huntsman Corporation and any successor thereto (by merger or
consolidation) for so long as Huntsman Corporation or such successor entity (as
applicable) owns, directly or indirectly, at least a majority of the voting
capital stock of Huntsman International.


 


“Payment Terms Factor”
shall mean for each six month period to occur after the Initial Borrowing Date,
a fraction calculated by the Master Servicer, the numerator of which is the sum
of (i) the weighted average payment terms (based upon the Principal Amount
of the Pool Receivables and expressed as a number of days) for the Pool Receivables
acquired by the Company during such period and (ii) 60, and the
denominator of which is 90.


 


“Payments Reserve
Subaccounts” shall mean either (i) a subaccount of each Company
Concentration Account or (ii) standalone accounts denominated in each of
Euros, Sterling and U.S. Dollars, in each case established for the purpose of
holding on deposit the amounts required pursuant to Section 17.1(b).


 


“PBGC” shall
mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA and any Person succeeding to the functions thereof.


 


“Percentage Factor”
shall mean the fraction, expressed as a percentage, computed on any date of
determination as follows: (i) the Target Receivables Amount on such date, divided by (ii) the Aggregate Receivables Amount on
such date. The Percentage Factor shall be calculated by the Master Servicer on
the Initial Borrowing Date. Thereafter, until the Facility Termination Date,
the Master Servicer shall recompute the Percentage Factor as of the close of
business on each Business Day and report such recomputations to the
Administrative Agent and the Funding Agents in the Daily Report, Monthly
Settlement Report and as otherwise requested by the Administrative Agent or any
Funding Agent.


 


“Permitted Liens”
shall mean, at any time, for any Person:


 


(a)                                 Liens created
pursuant to any Transaction Document;


 


(b)                                 Liens for taxes,
assessments or other governmental charges or levies (i) not yet due or (ii) with
respect to which are being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided
on the books of such Person;


 
















 


(c)                                  Liens of or
resulting from any judgment or award, the time for the appeal or petition for
rehearing of which shall not have expired, or in respect of which such Person
shall at any time in good faith be prosecuting an appeal or proceeding for a
review and with respect to which a reserve or other appropriate provisions are
being maintained in accordance with GAAP; and


 


(d)                                 Liens, or
priority claims incidental to the conduct of business or the ownership of
properties and assets (including mechanics’, carriers’, repairers’,
warehousemen’s and statutory landlords’ liens) and deposits, pledges or liens
to secure statutory obligations, surety or appeal bonds or other liens of like
general nature incurred in the ordinary course of business and not in connection
with the borrowing of money, provided in each case, the obligation secured is
not overdue, or, if overdue, is being contested in good faith by appropriate
actions or proceedings and with respect to which a reserve or other appropriate
provisions are being maintained in accordance with GAAP.


 


“Person” shall
mean any individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, limited liability
company, Governmental Authority or other entity of whatever nature.


 


“Plan” shall
mean, with respect to any Person, any pension plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code which is maintained for employees of such Person or any ERISA Affiliate
of such Person.


 


“Pledge Agreement”
shall mean the Pledge Agreement, dated as of August 16, 2005, by and among
Huntsman International and certain of its subsidiaries form time to time party
thereto (as Pledgors) and Deutsche Bank AG New York Branch (as Collateral
Agent), as amended, restated, supplemented or otherwise modified from time to
time.


 


“Policies” shall
mean the credit and collection policies of the Approved Originators, copies of
which are in writing, have been previously delivered to the Collateral Agent
and the Administrative Agent, prior to or on the Initial Borrowing Date, as the
same may be amended, supplemented or otherwise modified from time to time;
provided that material changes to such Policies must be approved by the
Administrative Agent (such consent not to be unreasonably withheld).


 


“Pool Receivable”
means any Receivable which has been sold or otherwise assigned (or purported to
be sold, assigned, conveyed, subrogated and or otherwise transferred) by an
Originator, the Contributor or by the Contributor or the French Originator to
the Company pursuant to an Origination Agreement.


 


“Post-Enforcement Priority
of Payments” means the order of priority of payments set out in Section 18 of the Receivables Loan Agreement.


 


“Potential Termination
Event” shall mean an event which, with the giving of notice or the
lapse of time or both, would constitute a Termination Event under the
Receivables Loan Agreement.


 


“Potential Master Servicer
Default” shall mean an event which, with the giving of notice or the
lapse of time or both, would constitute a Master Servicer Default under the
Servicing Agreement.


 

















 


“Potential Offset Amount”
shall mean an amount determined by the Local Servicer and equal to the amount
of any known potential offset, counterclaim, or defense with respect to an
Eligible Receivable, and further aggregated by the Master Servicer for the
purposes of calculating the Aggregate Receivable Amount.


 


“Potential Originator
Termination Event” shall mean any condition or act that, with the
giving of notice or the lapse of time or both, would constitute an Originator
Termination Event.


 


“Potential Program
Termination Event” shall mean any condition or act that, with the
giving of notice or the lapse of time or both, would constitute a Program
Termination Event.


 


“Potential Termination
Event” shall mean an event which, with the giving of notice and/or
the lapse of time, would constitute a Termination Event.


 


“Pre-Enforcement Priority
of Payments” means the order of priority of payments set out in Section 18 of the Receivables Loan Agreement.


 


“Principal Amount”
shall mean, with respect to any Receivable, the unpaid principal amount due
thereunder.


 


“Principal Balance”
means the original principal amount of any Loan made under the Receivables Loan
Agreement.


 


“Program
Costs” shall mean, for any Business Day, the sum of:


 


(a)                                  all fees,
expenses, indemnities and other amounts due and payable to all Secured Parties
and Facility Indemnified Parties under the Transaction Documents;


 


(b)                                 all unpaid fees
and expenses due and payable to counsel to, and independent auditors of, the
Company (other than fees and expenses payable on or in connection with the
closing of the Receivables Loan Agreement); and


 


(c)                                  all unpaid fees
and expenses due and payable to the Rating Agencies by the Company or any
Lender.


 


“Program Support Agreement”
means and includes any agreement entered into by any Program Support Provider
providing for the issuance of one or more letters of credit for the account of
a Conduit Lender, the issuance of one or more surety bonds for which such
Conduit Lender is obligated to reimburse the applicable Program Support
Provider for any drawings thereunder, the sale by such Conduit Lender to any
Program Support Provider of the Loans funded by such Conduit Lender (or
portions thereof or participations therein) and/or the making of loans and/or
other extensions of credit to such Conduit Lender in each case in connection
with such Conduit Lender’s commercial paper program if and to the extent used to
fund Loans, together with any letter of credit, surety bond, swap or other
instrument issued thereunder.


 


“Program Support Provider”
means, with respect to any Conduit Lender, any Person (including any provider
of a liquidity purchase or funding facility) now or hereafter extending credit,
or having a commitment to extend credit to or for the account of, or to make
purchases from, such Conduit Lender or issuing a letter of credit, surety bond,
swap or other instrument 


 

















 


to support any obligations arising under or in
connection with Commercial Paper program which provides funding for such
Conduit Lender.


 


“Program Termination Date”
shall have the meaning assigned to such term in Section 7.02
(or corresponding Section) of the Origination Agreements.


 


“Program Termination Event”
shall have the meaning assigned to such term in Section 7.02
(or corresponding Section) of the Origination Agreements.


 


“Pro Rata Share”
means, for any Lender:


 


(a)                                  the Commitment of such Lender, divided by the Aggregate Commitments; and


 


(b)                                 after the Aggregate Commitments have been
terminated, the outstanding principal amount of the Loans funded by such
Lender, divided by the outstanding principal
amount of the Loans funded by all Lenders.


 


“Purchase Documents”
shall mean the Originator Daily Reports, offers or letters of offer,
acceptances or notifications, quittances subrogatives or other instruments of
transfer, evidence of entries in a current account, and any other similar
documents or entries, in each case which are required by the terms of the
respective Receivables Purchase Agreements to be delivered or to occur to give
effect to the sale or other transfer of Receivables (or interests therein).


 


“Purchaser”
means the Company.


 


“Quotation Day”
means, in relation to any period for which an interest rate is to be
determined:


 


(a)                                  (if the currency is Sterling
or U.S. Dollars) the first (1st) day of that period; or


 


(b)                                 (if the currency is Euro) two (2) TARGET
Days before the first (1st) day of that period,


 


unless market practice differs in the Relevant
Interbank Market for a currency, in which case the Quotation Day for that
currency will be determined by the Agent in accordance with market practice in
the Relevant Interbank Market (and if quotations would normally be given by leading
banks in the Relevant Interbank Market on more than one (1) day, the
Quotation Day will be the last of those days).


 


“Rating Agencies”
shall mean the collective reference to S&P and Moody’s.


 


“Required Reserves
Ratio” shall mean the sum of (i) the
greater of (a) the Dilution Reserve Ratio and (b) 5.0% and (ii) the
greater of (a) the Loss Reserve Ratio and (b) 12.5%.


 


“Receivable”
shall mean all the indebtedness and payment obligations of an Obligor to an
Originator arising from the sale of merchandise or services by an Originator
(and shall include (a) such indebtedness and payment obligation as may be
evidenced by any invoice issued as a re-invoicing or substitution invoicing of
an original invoice and (b) the right of payment of any interest, sales taxes,
finance charges, returned check or late charges and other obligations of such
Obligor with respect thereto).


 

















 


“Receivable Assets”
shall, as used in the Origination Agreements, have the meaning assigned in Section 2.1(a) thereof/or the respective corresponding
provision of such Originator Agreement.


 


“Receivables Contribution
Date” shall mean, with respect to any Receivable, the Business Day
on which the Company receives a contribution of such Receivable from the
Contributor or direct conveyance from an Originator.


 


“Receivables Purchase
Agreement” shall mean (i) any of (a) the UK Receivables
Purchase Agreement, (b) the Dutch Receivables Purchase Agreement, (c) the
Italian Receivables Purchase Agreements, (d) the Spanish Receivables
Purchase Agreement, (e) the Belgian Receivables Purchase Agreement, and (f) the
French Receivables Purchase Agreement and (ii) any receivables purchase
agreement entered into by any Additional Originator and the Contributor or the
Company, as the case may be, in accordance with the Transaction Documents.


 


“Recoveries”
shall mean all amounts collected (net of out of pocket costs of collection) in
respect of Charged-Off Receivables.


 


“Reference Banks”
means the principal London offices of Citibank N.A., HSBC Bank PLC and Barclays
Bank PLC or such other banks as may be appointed by the Administrative Agent in
consultation with the Company.


 


“Register” shall
have the meaning assigned to such term in Section 36.17(d) of
the Receivables Loan Agreement.


 


“Regulation T”
shall mean Regulation T of the Board of Governors as from time to time in
effect and all official rulings and interpretations thereunder or thereof.


 


“Regulation U”
shall mean Regulation U of the Board of Governors as from time to time in
effect and all official rulings and interpretations thereunder or thereof.


 


“Regulation X”
shall mean Regulation X of the Board of Governors as from time to time in
effect and all official rulings and interpretations thereunder or thereof.


 


“Related
Property” shall mean, with respect to any Receivable:


 


(a)                                  all of the
applicable UK Originator’s, Dutch Originator’s, Belgian Originator’s, Italian
Originator’s, Spanish Originator’s and French Originator’s respective interest
in the goods, 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 the applicable Obligor describing any collateral securing such
Receivable; and


 


(c)                                  all 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;


 

















 


including in the case of clauses (b) and
(c), any rights described therein
evidenced by an account, note, instrument, contract, security agreement,
chattel paper, general intangible or other evidence of indebtedness or
security.


 


“Relevant Interbank Market”
means in relation to Euro, the European interbank market and, in relation to a
Local Currency, the London interbank market.


 


“Relevant Period”
shall mean, with respect to any Loan on which the Interest Rate is determined
by reference to the Alternate Rate, 30 days or such other period as is agreed
between the Administrative Agent and the Master Servicer.


 


“Reportable Event”
shall mean any reportable event as defined in Section 4043(b) of
ERISA or the regulations issued thereunder with respect to a Plan (other than a
Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate
only pursuant to Section (m) or (o) of Section 414
of the Code).


 


“Reported Day”
shall have the meaning assigned to such term in Section 4.01
of the Servicing Agreement.


 


“Required Subordinated
Amount” shall mean:


 


(a)                                  on any date of
determination during the Revolving Period, an amount equal to the sum of:


 


(i)                                     an amount equal
to the product of (A) the Principal Balance of the Loans on such day
(after giving effect to any increase or decrease thereof on such day) and (B) a
fraction the numerator of which is the Required Reserves Ratio in effect for
the Settlement Period in which such day falls and the denominator of which is
one minus the Required Reserves Ratio;


 


(ii)                                  the product of (A) the
Principal Balance of the Loans (after giving effect to any increase or decrease
thereof on such day) and (B) a fraction the numerator of which is the
Carrying Cost Reserve Ratio in effect for the Settlement Period in which such
day falls and the denominator of which is one minus
the Required Reserves Ratio; and


 


(iii)                               the product of (A) the
Principal Balance of the Loans on such day and (B) a fraction the numerator
of which is the Servicing Reserve Ratio and the denominator of which is one minus the Required Reserves Ratio; and


 


(b)                                 on any date of
determination during the Amortization Period, an amount equal to the Required
Subordinated Amount on the last Business Day of the Revolving Period.


 


“Requirement of Law”
shall mean for any Person the certificate of incorporation and by laws or other
organizational or governing documents of such Person, and any law, treaty, rule or
regulation, or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.


 


“Resignation Notice”
shall have the meaning assigned to such term in Section 6.02(a) of
the Servicing Agreement.


 

















 


“Responsible Officer”
shall mean (i) when used with respect to the Collateral Agent, any officer
within the Corporate Trust Office of the Collateral Agent including any Vice
President, any Assistant Vice President, Trust Officer or Assistant Trust
Officer or any other officer of the Collateral Agent customarily performing
functions similar to those performed by any of the above designated officers
and (ii) when used with respect to any other Person, any member of the
Board, the Chief Executive Officer, the President, the Chief Financial Officer,
the Treasurer, any Vice President, the Controller or manager (in the case of a
limited liability company) of such Person; provided, however,
that a Responsible Officer shall not certify in his capacity as a Vice
President as to any financial information.


 


“Restricted Payments”
shall have the meaning assigned to such term in Section 26.3(l) of
the Receivables Loan Agreement.


 


“Restricted Payments Test”
shall mean, on any date of determination that the Aggregate Receivables Amount
at such time is at least equal to the Target Receivables Amount at such time.


 


“Revolving Period”
shall mean the period commencing on the Initial Borrowing Date and terminating
on the Facility Termination Date.


 


“Revolving Period”
shall have, with respect to any Loan, the meaning assigned to such term in the
Receivables Loan Agreement.


 


“RLA Collateral”
shall have the meaning assigned to such term in Section 15
of the Receivables Loan Agreement.


 


“S&P” shall
mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
or any successor thereto.


 


“Scheduled Commitment
Termination Date” shall mean (i) October 16, 2011 as may
be extended from time to time in writing by the Company, the Lenders and
the Funding Agents.


 


“Scope of Audit”
means the scope of audit in the form as set forth in Schedule 2
to the Servicing Agreement or as otherwise agreed between the Master Servicer
and the Administrative Agent, as may be amended from time to time by agreement
between the Master Servicer and the Administrative Agent.


 


“Screen Rate”
means:


 


(a)                                  in relation to USD LIBOR or
GBP LIBOR, the British Bankers Association Interest Settlement Rate for the
relevant currency and Relevant Period; and


 


(b)                                 in relation to EURIBOR, the
percentage rate per annum determined by the Banking Federation of the European
Union for the Relevant Period,


 


displayed on the appropriate page of the Telerate
screen.  If the agreed page is
replaced or service ceases to be available, the Administrative Agent may
specify another page or service displaying the appropriate rate after
consultation with the Company and the Lenders.


 


“Secured Obligations”
shall mean all present and future indebtedness and all other liabilities and
obligations of every nature of the Company including for commissions, fees,
principal, interest, expenses and indemnification payments, from time to time
owed to the Collateral 


 

















 


Agent, each Funding Agent, each Lender, the
Administrative Agent and each other Secured Party, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or thereafter
incurred, whether on account of commissions, amounts owed and payable, incurred
fees, indemnities, out of pocket costs or expenses (including all reasonable
fees and disbursements of counsel) or otherwise which arise under the
Receivables Loan Agreement or any Transaction Document.


 


“Secured Parties”
means, collectively, each Facility Indemnified Party.


 


“Security Documents”
means:


 


(a)                                  the Receivables Loan Agreement;


 


(b)                                 the Bank Accounts Pledge Agreement (the “Belgian Pledge Agreement”) relating to certain bank accounts
located in Belgium, dated October 16, 2009, between the Company and
the  Collateral Agent;


 


(c)                                  the Account Pledge Agreement (the “German Pledge Agreement (HRF)”) relating to certain bank
accounts located in the Federal Republic of Germany, dated October 16,
2009, between the Company and the Collateral Agent;


 


(d)                                 the Account Pledge Agreement (the “German Pledge Agreement (Tioxide Europe)” and, together with
the German Pledge Agreement (HRF), the “German Pledge Agreements”)
relating to certain bank accounts located in the Federal Republic of Germany,
dated October 16, 2009, between Tioxide Europe SL and the Collateral
Agent;


 


(e)                                  the Bank Accounts Pledge Agreement (the “French Pledge Agreement”) relating to certain bank accounts
located in France, dated October 16, 2009, between the Company, the
Collateral Agent and the Secured Parties;


 


(f)                                    the Disclosed Pledge of Bank Accounts (the “Dutch Pledge Agreement”) relating to certain bank accounts
located in the Netherlands, dated October 16, 2009, between the Company
and the Collateral Agent;


 


(g)                                 the Deed of Charge (the “English Deed of Charge”) relating to certain bank accounts
located in the United Kingdom, dated October 16, 2009, between the Company
and the Collateral Agent;


 


(h)                                 the Bank Accounts Pledge Agreement (the “Spanish Pledge Agreement (HRF)”) relating to certain bank
accounts located in Spain, dated October 16, 2009, between the Company and
the Collateral Agent;


 


(i)                                     the Bank Accounts Pledge Agreement (the “Spanish Pledge Agreement (Tioxide Europe)” and, together
with the Spanish Pledge Agreement (HRF), the “Spanish
Pledge Agreements”) relating to certain bank accounts located in
Spain, dated October 16, 2009, between Tioxide Europe SL and the
Collateral Agent;


 


(j)                                     the Pledge of Bank Accounts Agreement (the “Italian Pledge Agreement”) relating to certain bank accounts
located in Italy, dated October 16, 2009, between the Company and the
Collateral Agent; and


 

















 


each other security
agreement, deed of charge or other agreement executed or delivered from time to
time by any Transaction Party pursuant to, or in connection with, the
transaction contemplated by the Transaction Documents.


 


“Securities Act”
shall mean the United States Securities Act of 1933, as amended.


 


“Servicer Advance”
shall mean amounts deposited in any Approved Currency by the Master Servicer
out of its own funds into any Company Concentration Account pursuant to Section 2.06(a) of the Servicing Agreement.


 


“Servicer Advance
Reimbursement Amount” means any amount received or deemed to be
received by the Master Servicer pursuant to Section 2.06(b) of
the Servicing Agreement of a Servicer Advance made out of its own funds.


 


“Servicer Guarantor”
shall mean Huntsman International LLC and its successors and assigns.


 


“Servicing Agreement”
shall mean the European Servicing Agreement, dated as of the Signing Date among
the Company, the Master Servicer, the Servicer Guarantor and the Collateral
Agent.


 


“Servicing Fee Percentage”
shall mean 1.0% per annum.


 


“Servicing Guarantee”
shall mean the Servicing Guarantee under Article VII
of the Servicing Agreement, executed by the Servicer Guarantor in favor of the
Company and the Collateral Agent for the benefit of the Secured Parties.


 


“Servicing Reserve Ratio”
shall mean, as of any Settlement Report Date and continuing (but not including)
until the next Settlement Report Date, an amount (expressed as a percentage)
equal to (i) the product of (A) the Servicing Fee Percentage and (B) 2.0
times Days Sales Outstanding as of such
earlier Settlement Report Date divided by (ii) 360.


 


“Settlement Date”
shall mean, the 15th day of each month, or if such 15th day is not a Business
Day, the next succeeding Business Day.


 


“Settlement Period”
shall mean each fiscal month of the Master Servicer; provided
that the initial Settlement Period shall commence on the Initial
Borrowing Date and end on the last day of the fiscal month for October 2009.


 


“Settlement Report Date”
shall mean, except as otherwise set forth in the applicable Receivables Loan
Agreement, the 12th day of each calendar month or, if such 12th day is not a
Business Day, the next succeeding Business Day.


 


“Significant Subsidiary”
shall mean a subsidiary of Huntsman International whose assets comprise five
percent (5%) or more of the Consolidated Total Assets of Huntsman International
and its consolidated subsidiaries.


 


“Signing Date”
means October 16, 2009.


 


“Spanish Collection Adjustment
Amount” shall mean on any date of determination, the amount (if any)
equal to the product of the Spanish Amount of all Pool Receivables where are
non-Defaulted Receivables which are the Spanish Receivables multiplied by the Spanish 


 

















 


Collection Adjustment Percentage; provided
that no Spanish Collection Adjustment Amount shall apply on and after the date
upon which for three (3) consecutive Settlement Periods the amount of
Spanish Collections received during each Settlement Period in the Spanish
Collection Account exceeds 95% of the amount of Spanish Collections received
during the such Settlement Period.


 


“Spanish Originator”
shall mean any of (i) Tioxide Europe S.L., (ii) Huntsman Performance
Products Spain S.L. (f/k/a Huntsman Surface Sciences Iberica S.L.) and (iii) after
the Initial Borrowing Date, any Approved Originator incorporated in Spain.


 


“Spanish Receivables”
shall mean the Receivables originated by a Spanish Originator and sold to
Huntsman International, then contributed transferred, assigned and conveyed to
the Company with respect to which a security interest has been granted by the
Company to the Collateral Agent.


 


“Spanish Receivables
Purchase Agreement” shall mean the Spanish Receivables Purchase
Agreement, dated the Signing Date, between, inter alia, the
Spanish Originators and the Contributor.


 


“Spanish SPV”
means any limited recourse, special purpose vehicle established in Spain for
the purpose of holding the Collection Accounts located in Spain; provided that the Administrative Agent shall have consented
to all arrangements relating to a Spanish SPV, Collection Accounts in the name
of the Spanish SPV and any related Collection Account Agreement prior to
Collections being paid into or directed to be paid into any such Collection
Account.


 


“Specified Bankruptcy
Opinion Provisions” shall mean the factual assumptions (including
those contained in the factual certificate referred to therein) and the actions
to be taken by the Contributor and the Company in the legal opinion of Baker &
McKenzie LLP relating to certain bankruptcy matters delivered on the Initial
Borrowing Date.


 


“Spot Rate”
shall mean, as of any date of determination, the applicable foreign exchange
rate for the immediately preceding Business Day appearing on the page designated
as “[Curncy] GP” on Bloomberg Financial Markets Commodities News or, if such
rate is unavailable on such page, the applicable rate provided by the
Administrative Agent and agreed by the Master Servicer for which Sterling, U.S.
Dollars or other Approved Currency can be exchanged for Euro on such date of
determination.


 


“Standby Liquidation System”
shall mean a system satisfactory to the Liquidation Servicer by which the
Liquidation Servicer will receive and store electronic information regarding Receivables
from the Master Servicer which may be utilized in the event of a liquidation of
the Receivables to be carried out by the Liquidation Servicer.


 


“State/Local Government
Obligor” shall mean any state of the United States or local
government thereof or any subdivision thereof or any agency, department, or
instrumentality thereof.


 


“Sterling” shall
mean the legal currency of the United Kingdom.


 


“Subsidiary”
shall mean, as to any Person, a corporation, partnership or other entity of
which shares of stock or other ownership interests having ordinary voting power
(other than stock or 


 

















 


such other ownership interests having such power only
by reason of the happening of a contingency) to elect a majority of the board
of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by such
Person.


 


“Successor Master Servicer”
shall mean (a) prior to the occurrence of a Master Servicer Default, and
upon receipt by the Collateral Agent of a Termination Notice or Resignation
Notice, a Person nominated by the Master Servicer or a Person appointed by the
Collateral Agent which, at the time of its appointment as Servicer (i) is
legally qualified and has the corporate power and authority to service the
Receivables, (ii) is approved by each Funding Agent, (iii) has
demonstrated the ability to service a portfolio of similar receivables in
accordance with high standards of skill and care in the sole determination of
the Master Servicer or the Collateral Agent, and (iv) has accepted its
appointment by a written assumption in a form acceptable to the Collateral
Agent (b) following the occurrence of a Master Servicer Default, from the
Liquidation Servicer Commencement Date, PricewaterhouseCoopers as the
Liquidation Servicer; provided that
no such Person shall be a Successor Master Servicer if it is a direct
competitor of Huntsman (Europe) BVBA or any Significant Subsidiary.


 


“TARGET2” means
the Trans-European Automated Real-time Gross Settlement Express Transfer
payment system which utilizes a single shared platform and was launched on 19 November 2007.


 


“TARGET Day”
means any day on which TARGET2 is open for the settlement of payments in Euro.


 


“Target Receivables Amount”
shall mean, on any date of determination, the sum of (i) the Principal
Balance of the Loans on such day plus (ii) the
Required Subordinated Amount for such day.


 


“Tax” shall mean
any present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions, withholdings of any other charge of a similar
nature, now or hereafter imposed, levied, collected, withheld or assessed by
any Governmental Authority (including any penalty or interest in connection
with any failure to pay, or delay in paying, the same).


 


“Tax Credit”
means a credit against, relief or remission for or repayment of Tax.


 


“Tax Deduction”
means any deduction or withholding for or on account of Tax from a payment made
under the Transaction Documents.


 


“Tax Opinion”
shall mean, unless otherwise specified in the Receivables Loan Agreement with
respect to any action, an Opinion of Counsel of one or more outside law firms
to the effect that, for United States federal income tax purposes, (i) such
action will not adversely affect the characterization as debt of any Loans and (ii) the
Company will be disregarded as an entity separate from Huntsman International
for U.S. federal income tax purposes.


 


“Tax Payment”
shall have the meaning assigned to such term in Section 11.1
of the Receivables Loan Agreement.


 

















 


“Taxation Authority”
means any taxing, revenue, or other authority (whether within, or outside the
United Kingdom) competent to impose any liability to, or to assess or collect,
any tax.


 


“Termination and Release
Agreement” means the Termination and Release Agreement, dated as of
the Signing Date, among the Company, Huntsman International, the Master
Servicer, BNY Financial Services plc, as Trustee, Wachovia Bank National
Association, Barclays Bank PLC and certain other parties named therein, as
amended, supplemented or otherwise modified from time to time.


 


“Termination Event”
shall have the meaning assigned in Section 21.1
of the Receivables Loan Agreement.


 


“Termination Notice”
shall have the meaning assigned to such term in Section 6.01
of the Servicing Agreement.


 


“Timely Payment Accrual”
shall mean, for the purposes of determining the Aggregate Receivables Amount,
an aggregate amount of Timely Payment Discounts as of the Business Day
immediately preceding the date of such determination.


 


“Timely Payment Discount”
shall mean, with respect to any date of determination, a cash discount relating
to the Receivables contributed by the Contributor to the Company (directly or
indirectly), and granted by the Originators to the Obligors), as stipulated in
the Contract.


 


“Tioxide Americas”
shall mean Tioxide Americas Inc., a corporation organized under the laws of The
Cayman Islands, and its successors and permitted assigns.


 


“Transaction Documents”
shall mean the collective reference to the Receivables Loan Agreement, the
Servicing Agreement, the Origination Agreements, the Intercreditor Agreement,
the Liquidation Servicer Agreement, the Security Documents, the Program Support
Agreements, the Termination and Release Agreement and any other documents
delivered pursuant to or in connection therewith.


 


“Transaction
Parties” means, collectively:


 


(a)                                  the Company;


 


(b)                                 each Originator;


 


(c)                                  the Master Servicer;


 


(d)                                 the Lenders;


 


(e)                                  the Administrative Agent; and


 


(f)                                    the Funding Agents,


 


and “Transaction Party”
means any of them.


 


“Transactions”
shall mean the transactions contemplated under each of the Transaction
Documents.


 

















 


“Transfer Issuance Date”
shall mean the date on which a Commitment Transfer Agreement becomes effective
pursuant to the terms of such Commitment Transfer Agreement.


 


“Transferred Documents”
shall have the meaning assigned to such term in Section 15(b) of
the Receivables Loan Agreement.


 


“UCC” shall mean
the Uniform Commercial Code, as amended from time to time, as in effect in any
specified jurisdiction.


 


“UK Originator”
shall mean any of (i) Tioxide Europe Limited, (ii) Huntsman Surface
Sciences UK Ltd. and (iii) after the Initial Borrowing Date, any Approved
Originator which originates Receivables to Obligors located in the United
Kingdom.


 


“UK Originator Daily Report”
shall mean the report prepared by any UK Originator and attached to any offer
Letter and forming part of any offer made by any UK Originator pursuant to Section 2.1 of the UK Receivables Purchase Agreement
substantially in the Form of Schedule 2 to
the UK Receivables Purchase Agreement.


 


“UK Receivables”
shall mean the Receivables originated by a UK Originator and sold to Huntsman
International, then contributed, transferred, assigned and conveyed to the
Company and with respect to which a security interest has been granted by the
Company in favor of the Collateral Agent.


 


“UK Receivables Purchase
Agreement” shall mean the UK Receivables Purchase Agreement dated
the Signing Date among Huntsman International LLC, as purchaser, Tioxide Europe
Limited, Huntsman Surface Sciences UK Ltd., as originators, and Huntsman
(Europe) B.V.B.A., as master servicer, as amended, supplemented or otherwise modified
from time to time in accordance with the Transaction Documents.


 


“UK Tax Opinion”
shall mean an opinion of Baker & McKenzie LLP relating to the United
Kingdom taxation treatment of the Company in connection with the transaction
documents.


 


“United States”
for purposes of geographic description shall mean the United States of America
(including the States and the District of Columbia), its territories, its
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to
its jurisdictions.


 


“United States Person”
shall mean an individual who is a citizen or resident of the United States, or
a corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or an estate or
trust the income of which is subject to U.S. federal income taxation regardless
of its source.


 


“U.S. Dollars”
shall mean the legal currency of the United States of America.


 


“USD LIBOR”
means, in relation to any Loan or other calculation denominated in U.S.
Dollars:


 


(a)                                  the applicable Screen Rate; or


 


(b)                                 (if no Screen Rate is
available for the currency or Relevant Period of that Loan) the arithmetic mean
of the rates (rounded upwards to four decimal places) as supplied to 


 

















 


the Agent at
its request quoted by the Reference Banks to leading banks in the London
interbank market,


 


as of 11:00 am (London time) on the Quotation Day for
the offering of deposits in U.S. Dollars and for a period of: (i) one week
in the case of a determination for the purposes of the Alternate Rate
definition; and (ii) one month in all other cases.


 


“U.S. Government Obligor”
shall mean the United States government or any subdivision thereof or any
agency, department or instrumentality thereof.


 


“U.S. Securitization
Facility” shall mean the securitization facility
contemplated by the U.S. Receivables Loan Agreement dated on or about the
Signing Date among Huntsman Receivables Finance II LLC, Huntsman (Europe) BVBA,
Wachovia Bank National Association, as Administrative Agent and Collateral
Agent, and the other parties thereto, as amended, supplemented or otherwise
modified from time to time.


 


“Volume Rebate”
shall mean a discount periodically granted by the Originator to Obligor, as
stipulated in the Contract for achieving certain sales volume.


 


“Volume Rebate Accrual”
shall mean, with respect to any date of determination, for the purposes of
determining the Aggregate Receivables Amount, the aggregate amount of
outstanding Volume Rebate balances of Receivables as of the Business Day
immediately preceding the date of such determination.


 


“Weighted
Average LIBOR” means at any time the sum of:


 


(a)                                  the Euro Equivalent
outstanding balance of Sterling denominated Eligible Receivables multiplied by GBP LIBOR;


 


(b)                                 the Euro Equivalent
outstanding balance of U.S. Dollar denominated Eligible Receivables multiplied by USD LIBOR; and


 


(c)                                  the outstanding balance of
Euro denominated Eligible Receivables multiplied by
EURIBOR,


 


each as at such time, divided by
the Euro Equivalent at such time of the aggregate outstanding balance of all
Eligible Receivables.


 


“Withholding Tax Reserve
Account” shall have the meaning assigned to such term in Section 26.1(s) of the Receivables Loan Agreement.