Exhibit
10.1


 


Execution Version


 


DATED AS OF OCTOBER 16, 2009


 


HUNTSMAN
RECEIVABLES FINANCE II 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,


 


THE
SEVERAL COMMERCIAL PAPER CONDUITS PARTY HERETO AS

CONDUIT LENDERS,


 


THE
SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO AS

COMMITTED LENDERS,


 


WACHOVIA
BANK NATIONAL ASSOCIATION

as Administrative Agent


 


AND


 


WACHOVIA
BANK NATIONAL ASSOCIATION,

as Collateral Agent


 






 


U.S.
RECEIVABLES LOAN AGREEMENT


 






 





 

















 


CONTENTS


 


	
  Section

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  THE FACILITY

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  BORROWING PROCEDURES

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  REPAYMENT; CHANGES TO COMMITMENTS; PREPAYMENT

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  USE OF PROCEEDS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  CONDITIONS OF BORROWINGS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  INTEREST

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  CHANGES TO THE CALCULATION OF INTEREST

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  ILLEGALITY

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  BREAKAGE COSTS

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  TAXES

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  CHANGE IN CIRCUMSTANCES

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  FEES

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  INDEMNIFICATION BY HUNTSMAN INTERNATIONAL AND THE COMPANY

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  SECURITY INTEREST

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  SERVICES OF MASTER SERVICER

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  APPLICATION OF FUNDS PRIOR TO FACILITY TERMINATION DATE

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  APPLICATION OF FUNDS AFTER FACILITY TERMINATION DATE

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  MASTER SERVICING FEES

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  REPORTS AND NOTICES

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  TERMINATION EVENTS

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  COLLATERAL AGENT’S RIGHTS AFTER THE FACILITY TERMINATION
  DATE

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE COMPANY

  	
   

  	
  45

  



 


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  24.

  	
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO
  THE RECEIVABLES

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

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

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  COVENANTS

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
  ADDITION OF APPROVED ORIGINATOR; APPROVED ACQUIRED LINE OF
  BUSINESS RECEIVABLES

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  REMOVAL AND WITHDRAWAL OF ORIGINATORS AND APPROVED
  ORIGINATORS

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  ADJUSTMENT PAYMENT FOR INELIGIBLE RECEIVABLES

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  [RESERVED]

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  OBLIGATIONS UNAFFECTED

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
  [RESERVED]

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  ROLE OF THE COLLATERAL AGENT

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  ROLE OF EACH FUNDING AGENT

  	
   

  	
  76

  
	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  ROLE OF THE ADMINISTRATIVE AGENT

  	
   

  	
  80

  
	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  PAYMENTS AND COMPUTATIONS, ETC.

  	
   

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
  MISCELLANEOUS

  	
   

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1 COMMITMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 FORM OF BORROWING REQUEST

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3 DEFINITIONS

  	
   

  	
  104

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4 FORM OF ADMINISTRATIVE
  QUESTIONNAIRE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5 FORM OF TRANSFER SUPPLEMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6 COLLECTION ACCOUNTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7 LOCATION OF RECORDS OF THE COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 8 RECEIVABLES SPECIFICATION AND EXCEPTION SCHEDULE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 9 DESIGNATED LINES OF BUSINESS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 10 FORM OF ANNUAL OPINION OF COUNSEL

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 11 FORM OF DAILY REPORT

  	
   

  	
   

  



 


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  SCHEDULE 12  FORM OF
  MONTHLY SETTLEMENT REPORT

  	
   

  	
   

  



 


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


 


BETWEEN:


 


(1)                                 HUNTSMAN
RECEIVABLES FINANCE II LLC, a Delaware limited liability
company, 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)                                 THE
SEVERAL COMMERCIAL PAPER CONDUITS PARTY HERETO as Conduit Lenders


 


(6)                                 THE
SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO as Committed Lenders;


 


(7)                                 WACHOVIA
BANK NATIONAL ASSOCIATION, as Administrative Agent; and


 


(8)                                 WACHOVIA
BANK NATIONAL ASSOCIATION, as the Collateral Agent.


 


WHEREAS:


 


A.                                  Huntsman
International LLC, as buyer, Tioxide Americas Inc., Huntsman Propylene Oxide
LLC, Huntsman Ethyleneamines LLC, Huntsman Advanced Materials Americas LLC,
Huntsman Petrochemical LLC and Huntsman International Fuels LLC, (each a “U.S. Originator” and together the “U.S.
Originators”) entered into the U.S. Receivables Purchase Agreement
dated as of the Closing Date (as amended, restated, supplemented or otherwise
modified from time to time, the “U.S. Receivables Purchase
Agreement”) relating to the sale of certain Receivables originated
by the U.S. Originators.


 


B.                                    The Company and
Huntsman International LLC, as contributor, entered into the Contribution Agreement
dated the Closing Date (as amended, restated, supplemented or otherwise
modified from time to time, the “Contribution Agreement”
and together with the U.S. Receivables Purchase Agreement, the “Origination Agreements”) 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
U.S. Originators as well as the Receivables originated by it.


 


C.                                    The Company, the
Master Servicer, the Local Servicers party thereto, the Administrative Agent
and the Collateral Agent entered into the Servicing Agreement dated as of the
Closing Date (as amended, restated, supplemented or otherwise modified from
time to time, the “Servicing Agreement”)
pursuant to which, among other things, the Master Servicer appointed each of
the U.S. Originators as a local servicer (in such capacity, a “Local Servicer”) for certain Receivables contributed to the
Company.


 


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D.                                   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.


 


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.


 


(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 


 


2

















 


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.


 


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;


 


(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; and


 


(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.


 


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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 New York 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)                                 such Person’s
permitted successors, transferees and assigns and any Person deriving title
under or through such Person, whether in security or otherwise; and


 


(b)                                any Person into
which such Person may be merged or consolidated, or any company resulting from
any merger, conversion or consolidation or any other 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                         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 


 


4

















 


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;


 


(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 (i) requirement
of 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 (ii) 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; and


 


(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


 


1.13                         Calculations


 


Calculations
relating to the Loss Reserve Ratio, the Dilution Reserve Ratio, the Carrying
Cost Reserve Ratio, the Yield Reserve 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).


 


PART 2 THE FACILITY


 


2.                                     THE FACILITY


 


2.1                               Facility


 


Subject to the terms of this Agreement, each Committed Lender agrees to
make available to the Company a committed revolving loan facility, in an amount
not exceeding its Commitment, less its Pro Rata Share of any Swingline Loans
outstanding.  The Swingline Lender agrees
to make available to the Company a 


 


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committed swingline facility, in an amount not to exceed the Maximum
Swingline Loan Amount.  On the Closing
Date the Aggregate Commitment equals $250,000,000 and the Maximum Swingline
Loan Amount equals $5,000,000.


 


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 Group shall make
Loans to the Company in an amount equal to such Lender Group’s Pro Rata Share
of each Loan requested, and the Swingline Lender shall make Swingline Loans to
the Company in the amount requested.


 


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


 


(c)                                 There shall be a
maximum of five (5) Loans outstanding at any time, unless otherwise
consented to by the Administrative Agent and each Funding Agent.


 


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, and one request for a
Swingline Loan, if applicable.


 


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


 


(i)                                    the aggregate amount
advanced 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 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.


 


(c)                                 The amount of a
Borrowing made on any 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 U.S. Dollars.


 


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


 


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(each, a “Borrowing Request”) no later than
8:00 a.m. (New York time) (or, if such Borrowing Request relates solely to
a Swingline Loan, 12:00 noon New York time) (x) if the amount of the
proposed Borrowing is $40,000,000 or less (exclusive of the Swingline Loan
requested on such day, if any), on the Business Day of the proposed Borrowing,
and (y) if the amount of the proposed Borrowing exceeds $40,000,000
(exclusive of the Swingline Loan requested on such day, if any), one (1) Business
Day prior to the date of the proposed Borrowing (each such date, a “Borrowing Date”). Promptly after its receipt thereof, each
Funding Agent shall submit a copy of each Borrowing Request to the Lenders in
its Lender Group.


 


(b)                                Each Borrowing
Request shall:


 


(i)                                    specify the desired
amounts for the requested Loans, and specify whether a Swingline Loan is
requested and the desired amount of such requested Swingline Loan;


 


(ii)                                specify the
desired Borrowing Date (which shall be a Business Day);


 


(iii)                             specify the
Interest Period which shall be the same for each Loan making up such Borrowing
and shall end on a Business Day occurring not later than sixty-two (62) days
after such Borrowing Date; and


 


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


 


(c)                                 Only one
Borrowing 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 of Section 6.2.


 


3.2                               Lenders’ Commitment


 


(a)                                 Each Loan (other
than a Swingline Loan) requested by, or on behalf of, the Company in a
Borrowing Request shall be made by the Lender Groups in accordance with their
Pro Rata Share of such Loan.  The Conduit
Lender, if any, in each such Lender Group may fund, and if not, the Committed
Lenders members of such Lender Group shall fund, such Lender Group’s Pro Rata
Share of such Loan.


 


(b)                                The obligations
of any Committed Lender to make Loans hereunder are several from the
obligations of any other Committed Lenders. The failure of any Committed Lender
to make Loans hereunder shall not release the obligations of any other
Committed Lender to make Loans hereunder, but no Committed Lender shall be
responsible for the failure of any other Committed Lender to make any Loan
hereunder.


 


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(c)                                 Notwithstanding
anything herein to the contrary, (i) a Conduit Lender shall not be
obligated to fund any Loan under any circumstances and (ii) a Committed
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 Committed
Lender’s Lender Group’s Pro Rata Share of such Loan would exceed such Committed
Lender’s Available Commitment.


 


3.3                               Disbursement of Funds


 


On each Borrowing Date, (i) each
Lender Group shall remit an amount equal to its Pro Rata Share of the Loans
(other than the Swingline Loans, if any) to be made on such Borrowing Date, as
determined above, to the Company Receipts Account (or as otherwise agreed by
the Administrative Agent and each Funding Agent in writing) in immediately
available funds and (ii) the Swingline Lender  shall remit an amount equal to the Swingline
Loans to be made on such Borrowing Date, as determined herein, to the Company
Receipts Account (or as otherwise agreed by the Administrative Agent and the
Swingline Lender in writing) in immediately available funds.


 


3.4                               Swingline Loans


 


(a)                                 Upon notice from the Company
to the Swingline Lender in a Borrowing Request as described in Section 3.1 above, and subject to the satisfaction of
the condition to all Borrowings set forth in Section 6
hereof, the Swingline Lender hereby agrees to make loans (such Loans, the “Swingline Loans”) in an aggregate amount not to exceed at
any time outstanding the Maximum Swingline Loan Amount.


 


(b)                                The Committed Lenders hereby
unconditionally and irrevocably agree to fund to the Administrative Agent for
the benefit of Swingline Lender, in lawful money of the United States and in
same day funds, not later than 1:00 p.m. New York time on the Business Day
immediately following the Business Day of such Committed Lender’s related
Funding Agent’s receipt of such notice from the Administrative Agent (provided
that if any Funding Agent will receive such notice at or prior to 9:00 a.m.
New York time on a Business Day, such funding will be made by such Committed
Lender on such Business Day), such Committed Lender’s Pro Rata Share of a Loan
(which Loan will be deemed to be requested by the Company) in the principal
amount of such portion of the Swingline Loan which is required to be paid to
the Swingline Lender under this Section 3.4(b) (regardless
of whether the conditions precedent thereto set forth in Section 6 are
then satisfied and whether or not any Termination Event or Potential
Termination Event exists or all or any of the Loans have been accelerated, but
subject to the other provisions of this Section 3.4).  The proceeds of any such Loan will be
immediately paid over to the Administrative Agent for the benefit of the
Swingline Lender for application to the Swingline Loan.  Notwithstanding anything else herein to 


 


8

















 


the
contrary, the Conduit Lender member of a Lender Group may, but shall not be obligated
to, fund the Loan described in this Section 3.4(b) in
lieu of a Loan made by the related Committed Lender.  The Administrative Agent shall provide the
Company of a copy of any notice delivered to the Committed Lenders pursuant to
this Section 3.4(b), provided, that any
failure to deliver such notice shall not affect the obligations of the
Committed Lenders to comply with the provisions of this Section 3.4(b).


 


(c)                                 In the event that a
Termination Event occurs and either (1) such Termination Event is of the
type described in Section 21.1(a) hereof
or (2) no further Loans are being made under this Agreement, so long as
any such Termination Event is continuing, then, each of the Committed Lenders
(other than the Swingline Lender) will be deemed to have irrevocably,
unconditionally and immediately purchased a participation in the Swingline Loan
from the Swingline Lender in an amount equal to such Lender’s Pro Rata Share
multiplied by the total amount of the Swingline Loan outstanding.  Each Committed Lender will effect such
purchase by making available the amount of such Committed Lender’s
participation in the Swingline Loan in U.S. Dollars in immediately available
funds to such account as the Administrative Agent shall direct for the benefit
of the Swingline Lender, and the amount funded in respect of such purchase
shall be deemed to be a Loan requested by the Company.  In the event any Committed Lender fails to
make available to the Swingline Lender when due the amount of such Committed
Lender’s participation in the Swingline Loan, the Swingline Lender will be
entitled to recover such amount on demand from such Committed Lender together
with interest at the Federal Funds Effective Rate.  Each such purchase by a Committed Lender will
be made without recourse to the Swingline Lender, without representation or
warranty of any kind, and will be effected and evidenced pursuant to documents
reasonably acceptable to the Swingline Lender. 
The obligations of the Committed Lenders under this Section 3.4(c) will
be absolute, irrevocable and unconditional, will be made under all
circumstances and will not be affected, reduced or impaired for any reason
whatsoever.  Notwithstanding anything else herein to the
contrary, the Conduit Lender member of a Lender Group may, but shall not be
obligated to, fund the participation described in this Section 3.4(c) in
lieu of such participation being funded by the related Committed Lender.


 


(d)                                The Swingline Loans may be
repaid by the Company on a same-day basis as set forth in Section 4.2
below.


 


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 (other than a Swingline Loan) to be made to the Company,
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 


 


9

















 


Loan (other than a Swingline 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:


 


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


 


(b)                                shall, 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 such date 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;


 


(c)                                 shall, if on any
date the Aggregate Principal Balance of the Loans exceeds the  Aggregate Commitment, make a
prepayment of the Loans on such date 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, shall 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 10:00 a.m. (New York time) one (1) Business Day prior to
the date of such payment; provided, however, that any portion of the Swingline Loan may be
prepaid to the Swingline Lender on any Business Day upon written notice
delivered not later than 10:00 a.m. (New York time) on such Business
Day.  Each such notice shall be described
in the Daily Report, in the form attached as Schedule 11
and shall (i) specify the aggregate amount of the prepayment to be made on
the Loans or Swingline Loans to which such prepayment is to be applied and (ii) specify
the Business Day on which the Company will make such prepayment.  The amount available in respect of each such
prepayment (other than a prepayment in respect of a Swingline Loan) shall be
allocated in the following order of priority:


 


(i)                                    first, if the
Percentage Factor exceeds 100%, to the Lenders in each Lender Group, pro rata in accordance with the aggregate Principal Balance
of the outstanding Loans made by each Lender Group, in the amount needed to
reduce the Percentage Factor to 100%;


 


(ii)                                second, if a
Nonrenewing Lender Group has outstanding Loans, such prepayment shall be made
to the Lenders in each Nonrenewing Lender Group until the aggregate Principal
Balance of the Loans of such Nonrenewing Lender Group are reduced to zero; and


 


10

















 


(iii)                             third, to the Lenders in each Lender
Group, pro rata in accordance with the
aggregate Principal Balance of the outstanding Loans made by each Lender Group.


 


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 under U.S. GAAP is sought, 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) Business Days
prior written notice via electronic mail followed by telephonic confirmation 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 any
Lender may not be reduced below $50,000,000 unless the Aggregate Commitment is
reduced to $0; provided,  further
that after giving effect to any such reduction and any principal payments on
the Settlement Date on which such reduction is to take effect, the Aggregate
Principal Balance shall not exceed the Aggregate Commitment.


 


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


 


(c)                                 If a Lender Group
becomes a Nonrenewing Lender Group pursuant to Section 4.4
below, the Commitment of each Committed Lender member of such Lender Group
shall be zero and the Aggregate Commitment shall be reduced accordingly.


 


(d)                                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.


 


4.4                               Extension of Scheduled Commitment Termination Date.


 


The Company may deliver an
Extension Request in writing to the Administrative Agent not later than sixty (60)
days and not sooner than ninety (90) days prior to a Scheduled Commitment
Termination Date with respect to the Lenders in any Lender Group, which
Extension Request shall be promptly forwarded by the Administrative Agent to
each Funding Agent, and by each Funding Agent to the related Lenders.  Each Extension Request shall be subject to
the following conditions: (i) no Lender shall have an obligation to extend
the Scheduled Commitment Termination Date at any time, and (ii) any such
extension with respect to any Lender shall be effective only upon the written
agreement of the applicable Funding Agent, such Lender and the Company and an
executed copy of such agreement shall be provided to the Administrative Agent
at least one (1) Business Day prior to the effectiveness thereof.  


 


11

















 


If a Lender Group shall not
consent to an Extension Request, such Lender Group shall become a Nonrenewing
Lender Group hereunder.


 


5.                                     USE OF PROCEEDS


 


5.1                               Purpose of Loans


 


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


 


(a)                                 paying dividends
to Huntsman International LLC, in each case, pursuant to and in accordance with
Section 2.01 of the Contribution Agreement and Section 26.3(m),
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


 


(b)                                refinancing
maturing Loans;


 


provided, that, this Section 5.1
shall not restrict the Company from making, other than from proceeds of the Loans,
Restricted Payments which are otherwise permitted hereunder under Section 26.3(m).


 


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 conditions precedent that:


 


(a)                                 Transaction
Documents. The Administrative Agent, the Collateral Agent and
each Funding Agent shall have received:


 


(i)                                    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:


 


(A)                             this Agreement
executed by a duly authorized officer or authorized representative of each of
the Company, the Master Servicer, the Collateral Agent, the Administrative
Agent, each Funding Agent and the Lenders; and


 


12

















 


(B)                              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;


 


(ii)                                copies (which may
be provided in CD-ROM or other electronic image media or format) for itself and
for each Lender of all other Transaction Documents, in each case duly executed
by the parties thereto and certified by a Responsible Officer of Huntsman
International as true, correct and complete copies of each such document as
amended through the date hereof.


 


(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, the Master Servicer, Huntsman International 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 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,
(and in no event more than thirty (30) days prior to the Closing 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 of
Directors 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.


 


13

















 


(c)                                 Good Standing
Certificates. The Administrative Agent, the Collateral Agent and
each Funding Agent shall have received copies of certificates of 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 thirty (30) days prior to the Closing
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, the Master Servicer, Huntsman International and each
Originator 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 state or federal 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 and/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.


 


14

















 


(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 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 director 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.


 


15

















 


(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)                                Monthly
Settlement Report. The Administrative Agent, each Funding Agent and the
Collateral Agent shall have received a Monthly Settlement Report with respect
to September, 2009.


 


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


 


(t)                                   Filings,
Registrations and Recordings


 


(i)                                   Each U.S.
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 other similar filings) 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 materially impairing the Company’s ownership of the Receivables and
without


 


16
















 


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)                                 [Reserved].


 


(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 Conduit Lender’s Commercial
Paper program, each Rating Agency shall have confirmed that the execution and
delivery of this Agreement by such Conduit 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 Conduit Lender pursuant to such program.


 


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


 


17

















 


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)          after giving effect to such Borrowing, the Maximum
Available Borrowing is not exceeded; and


 


(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).


 


PART 5
COSTS OF UTILIZATION


 


7.                                      INTEREST


 


7.1                               Calculation of Interest


 


(a)                                 On or before the date that is
three (3) Business Days immediately before each Interest Payment Date (or
such lesser number of days as may be indicated in a circumstance where the
Interest Payment Date falls less than three (3) Business Days from a
funding date for a Loan), 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 for the relevant Interest Period
together with the aggregate amount due to it for each such Interest Period.


 


18

















 


(b)                                 The amount of Interest payable
by the Company to each Lender for each Interest 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 Interest Period;


 


“PB”
=                                                         is the part of
the Aggregate Principal Balance advanced by that Lender in respect of the
relevant Loan; and


 


“DCC”
=                                               1/360.


 


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 the next Interest Payment 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 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 Interest 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                               Interest Periods


 


(a)                                 An Interest Period for a Loan
shall not extend beyond the Facility Termination Date.


 


(b)                                 Each Interest Period for a
Loan shall start on the Borrowing Date applicable to such Loan.


 


(c)                                  Each Loan shall have one
Interest Period only.


 


7.5                               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 


 


19

















 


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 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 prima facie
evidence that such calculation is correct.


 


8.                                      CHANGES TO THE CALCULATION OF
INTEREST


 


Subject to Section 8.1, if USD LIBOR 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 shall be
determined on the basis of the quotations of the remaining Reference Banks.


 


8.1                               Market disruption


 


If
the Administrative Agent determines, or, if any Committed Purchaser notifies
its Funding Agent that it has determined, that funding its Loans at, in the
case of the HSBC Lender Group Committed Lender, USD LIBOR or, in the case of the Wachovia Lender Group, LMIR would violate any
applicable law, rule, regulation, or directive of any governmental or
regulatory authority, whether or not having the force of law, or that (i) deposits
of a type and maturity appropriate to match fund its Loans at USD
LIBOR or LMIR are not available or (ii) USD
LIBOR or LMIR does not accurately reflect the cost
of funding or maintaining a Loan at USD LIBOR or LMIR, then, the applicable Funding Agent shall suspend the
availability of USD LIBOR or
LMIR, as the case may be, and the lower of (x) the actual cost of funds
applicable to such Lender or (y) the Alternate Base Rate, shall apply to
any of the HSBC Lender Group Committed Lender’s or Wachovia Lender Group’s
Loans accruing Interest at USD LIBOR or LMIR.


 


8.2                               Alternative basis of interest or funding


 


(a)                                 If a market disruption as
described in Section 8.1 occurs, the
applicable Funding 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 to a substitute basis for determining the rate of
interest.


 


(b)                                 Any alternative basis agreed
to pursuant to clause (a) above shall,
with the prior consent of the applicable Funding Agent, the Master Servicer and
the Company, be binding on all Lenders members of the related Lender Group.


 


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 


 


20

















 


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
Interest Period for each Loan 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 concurrently with
any prepayment of a Loan (other than a Swingline Loan) to be made pursuant to Section 4.2 and otherwise within three (3) Business
Days after demand therefor, indemnify the Lenders, the Funding Agents and the
Administrative Agent against any Broken Funding Costs or other costs and
expenses 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 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.


 


10.2                        A certificate as to any Broken
Funding Costs, or other cost 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 prima facie evidence that such calculation is correct.


 


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.


 


21

















 


(b)                                 Unless a contrary intention
appears, in this Section 11 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 (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 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 (2) 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;


 


(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 


 


22

















 


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 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 37.17
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 (2) 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 


 


23

















 


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) 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 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.


 


24

















 


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 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) 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                        Tax affairs


 


(a)                                 Nothing in this Section 11 shall require 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) according to its
sole discretion.


 


(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


 


Subject to Section 12.3, the Company shall, within three (3) 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 any amount
incurred if after the date hereof, any Facility Indemnified Party or any of its
Affiliates shall be charged any fee, expense or increased cost on account of
the adoption of any applicable law, rule or regulation (including any
applicable law, rule or regulation regarding capital adequacy), any
accounting principles or any change in any of the foregoing, or any change in
the interpretation or administration thereof by the Financial Accounting 


 


25

















 


Standards Board (“FASB”), any governmental authority, any central bank or any
comparable agency charged with the interpretation or administration thereof, or
compliance with any request or directive (whether or not having the force of
law) of any such authority or agency: (i) that subjects Facility
Indemnified Party to any charge or withholding on or with respect to this
Agreement or such Facility Indemnified Party’s obligations hereunder or any
Program Support Provider to any charge or withholding on or with respect to any
Program Support Agreement or a Program Support Provider’s obligations under a
Program Support Agreement, or on or with respect to the Receivables, or changes
the basis of taxation of payments to any Facility Indemnified Party of any
amounts payable hereunder or any Program Support Provider of any amounts
payable under any Program Support Agreement (except for changes in the rate of
tax on the overall net income of an Facility Indemnified Party or taxes
excluded by Section 11) or (ii) that
imposes, modifies or deems applicable any reserve, assessment, insurance
charge, special deposit or similar requirement against assets of, deposits with
or for the account of a Facility Indemnified Party, or credit extended by a
Facility Indemnified Party pursuant to this Agreement or a Program Support
Provider pursuant to Program Support Agreement or (iii) that imposes any
other condition the result of which is to increase the cost to a Facility
Indemnified Party of performing its obligations hereunder or to a Program
Support Provider of performing its obligations under a Program Support
Agreement, or to reduce the rate of return on a Facility Indemnified Party’s
capital as a consequence of its obligations hereunder or a Program Support
Provider’s capital as a consequence of its obligations under a Program Support
Agreement, or to reduce the amount of any sum received or receivable by a Facility
Indemnified Party under this Agreement or a Program Support Provider under a
Program Support Agreement or to require any payment calculated by reference to
the amount of interests or loans held or interest received by it, then, upon
demand by such Facility Indemnified Party, as applicable, the Company shall pay
to such Facility Indemnified Party, such amounts charged to such Facility
Indemnified Party or such amounts to otherwise compensate such Facility
Indemnified Party for such increased cost or such reduction.


 


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 of such
Increased Costs.  Such certificate shall
be conclusive absent manifest 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


 


26
















 


two hundred seventy (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 two
hundred seventy (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


 


(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, 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.


 


12.6                        Survival


 


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


 


27

















 


13.                               FEES


 


13.1                        Commitment fee


 


(a)                                 The Company shall
pay to each of the Lenders a fee (the “Commitment Fee”)
in the amount 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 some portion of the Commitments are cancelled, on the
cancelled amount of the relevant Lender’s Commitment at the time such
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 other 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 collectibility of the
Receivables owned by the Company unless such loss results from:


 


(i)            a breach of representation or undertaking by Huntsman
International or one of its Affiliates with respect to any such Receivable;


 


(ii)           the failure by Huntsman International or one of its
Affiliates to comply with any applicable law, rule or regulation with
respect to any Receivable or Contract related thereto, or the nonconformity of
any Receivable or Contract included therein with any such applicable law, rule or
regulation or any failure of any Originator to keep or perform any of its
obligations, express or implied, with respect to any Contract;


 


(iii)          any failure by Huntsman International or one of its
Affiliates to perform its duties, covenants or other obligations in accordance
with the provisions of this Agreement or any other Transaction Document;


 


28

















 


(iv)          any products liability, environmental liability,
personal injury or damage suit, or other similar claim arising out of or in
connection with merchandise, insurance or services that are the subject of any
Contract or any Receivable;


 


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


 


(vi)          the commingling of collections of Receivables at any
time with other funds;


 


(vii)         any investigation, litigation or proceeding related to
or arising from this Agreement or any other Transaction Document, the
transactions contemplated hereby, the use of the proceeds of a Loan, the
ownership of the Receivables, making of the Loans or any other investigation,
litigation or proceeding relating to Huntsman International or one of its
Affiliates in which any Indemnified Party becomes involved as a result of any
of the transactions contemplated hereby;


 


(viii)        any inability to litigate any claim against any
Obligor in respect of any Receivable as a result of such Obligor being immune
from civil and commercial law and suit on the grounds of sovereignty or
otherwise from any legal action, suit or proceeding;


 


(ix)          any Termination Event described in Section 21.1(a);


 


(x)           any failure of the Contributor to acquire and maintain
legal and equitable title to, and ownership of any Receivable and other
Collateral from any Originator, free and clear of any Adverse Claim (other than
as created hereunder); or any failure of the Contributor to give reasonably
equivalent value to the applicable Originator under the applicable U.S.
Receivables Purchase Agreement in consideration of the transfer by such
Originator of any Receivable, or any attempt by any Person to void such
transfer under statutory provisions or common law or equitable action;


 


(xi)          any failure to vest and maintain vested in the
Collateral Agent for the benefit of the Secured Parties, or to transfer to the
Collateral Agent for the benefit of the Secured Parties, legal and equitable
title to, and ownership of, a first priority perfected undivided percentage
ownership interest (to the extent contemplated hereunder) or security interest
in the Receivables and other Collateral, free and clear of any Adverse Claim
(except as created by the Transaction Documents);


 


29

















 


(xii)         the failure to have filed, or any delay in filing,
financing statements or other similar instruments or documents under the UCC of
any applicable jurisdiction or other applicable laws with respect to any
Receivable and other Collateral, and the proceeds of any thereof, whether at
the Closing Date or at any subsequent time;


 


(xiii)        any action or omission by Huntsman International or
one of its Affiliates which reduces or impairs the rights of the Collateral
Agent or the Lenders with respect to any Receivable or the value of any such
Receivable;


 


(xiv)        any attempt by any Person to void any Borrowing
hereunder under statutory provisions or common law or equitable action;


 


(xv)         any breach of any confidentiality provision in any
Contract resulting from execution and delivery of this Agreement or any other
Transaction Document, any of the transactions consummated pursuant to this
Agreement or any other Transaction Document, delivery of any information or
report pursuant hereto or thereto, or any performance of obligations hereunder
or thereunder; and


 


(xvi)        the failure of any Receivable included in the
calculation of the Aggregate Receivables Amount as an Eligible Receivable to be
an Eligible Receivable at the time so included.


 


(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 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 14 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 


 


30

















 


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 “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 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 Account and the Payments Reserve 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 Company
Concentration Accounts or any funds and other 


 


31

















 


evidences of payment held therein, (B) all investments of such
funds held in the Company Concentration 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 Company Concentration 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
Company Concentration Accounts;


 


(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.


 


In addition to the rights and
remedies herein set forth, the Collateral Agent shall have all of the rights
and remedies with respect to the Collateral available to a secured party at law
or in equity, including, without limitation, the rights of a secured party
under the UCC, as if such rights and remedies were fully set forth herein.


 


This Agreement shall
constitute a security agreement for purposes of the UCC and other applicable
law.


 


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.


 


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 Collections
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 Company Concentration Account, such transfer to be completed by
9:45 a.m. New York 


 


32

















 


time on
the next succeeding Business Day following the day on which such Collections
are received in the Collection Account, with each such individual transfer
amount to be reported by the Master Servicer to the Administrative Agent by
10:00 a.m. New York time on the date of such transfer.  The Administrative Agent will endeavour to
process funds received after 9:45 a.m. (New York time) on a same day
basis, but shall not be required to do so.


 


(b)                                 Promptly following the transfer of
Collections to the applicable Company Concentration Account, but in no event
later than the Business Day the Collections are received in such Company
Concentration Account, the Master Servicer shall calculate (such calculations
to be contained in the Daily Report delivered to the Company and the
Administrative Agent), and direct the Administrative Agent to initiate and the
Administrative Agent shall initiate the following transfers, allocations and
distributions by no later than 2:00 p.m. (New York time) based on the Aggregate Daily
Collections as set forth in such Daily Report:


 


(i)            first, on each Business Day, an
amount equal to the lesser of (i) the aggregate Collections on such day
and (ii) the Accrued Expense Amount for such day (or in the reasonable
discretion of the Master Servicer, the Accrued Expense Amount plus such
additional amount as may be required in connection with a payment to be made
hereunder on a subsequent Business Day) shall be transferred from the relevant
Company Concentration Account to the Interest Payments Reserve Account; provided
that:


 


(A)                               on the tenth (10th) Business Day of each
Settlement 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,


 


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 Interest Payments
Reserve Account, or if such adjustment is a negative amount,
be transferred from the Interest Payments
Reserve Account to the relevant Company Concentration
Account (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, the aggregate Collections on deposit in the Company
Concentration Account shall be transferred and applied to amounts payable with 


 


33

















 


respect
to prepayments of the Loans in accordance with Section 4.2,
to the extent required thereunder;


 


(iii)          third, on each Business Day other
than a Settlement Date, in the reasonable discretion of the Master Servicer in
connection with a payment to be made pursuant to Section 4.2
on a subsequent Business Day, Collections on deposit in the Company
Concentration Account shall be transferred to the Principal Payments Reserve
Account; and


 


(iv)          fourth, on each Business Day other
than a Settlement Date, following the transfers pursuant to sub-clauses (i), (ii) and (iii) above, any remaining balances in the Company
Concentration Account shall be transferred to the Company Receipts Account for
application to payments in accordance with Section 5.1(a) payable
on such date in accordance with the directions contained in the Daily Report;


 


provided that the
distributions under sub-clause  (iv) above shall be made only if (x) no
Termination Event or Potential Termination Event has occurred and is continuing
or would occur as a result of such distribution and (y) no portion of such
funds is applied by the Company to make any payment which is restricted
pursuant to Section 5.1(a).


 


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


 


On each Interest Payment Date and 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 Account and
the Payments Reserve Accounts (including, Collections and other amounts payable
in respect of Pool Receivables 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, (x) to repay any outstanding Servicer Advances and (y) to
pay the Master Servicer the Master Servicer Fee then due and payable;


 


(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 33 or 37.12
of this Agreement;


 


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


 


34

















 


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


 


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


 


(f)                                   sixth, on each
Settlement Date, subject to the provisions of Section 4.1(b),
to pay to the Lenders an amount equal to the Aggregate Principal Balance (such
amount to be allocated among the Lenders in the following order of priority:


 


(i)            first, if the Percentage Factor
exceeds 100%, to the Lenders in each Lender Group, pro rata
in accordance with the aggregate Principal Balance of the outstanding Loans
made by each Lender Group, in the amount needed to reduce the Percentage Factor
to 100%;


 


(ii)           second, if a Nonrenewing Lender
Group has outstanding Loans, such prepayment shall be made to the Lenders in
each Nonrenewing Lender Group until the aggregate Principal Balance of the
Loans of such Nonrenewing Lender Group are reduced to zero; and


 


(iii)          third, to the Lenders in each
Lender Group, pro rata in accordance with the
aggregate Principal Balance of the outstanding Loans made by each Lender Group;


 


(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;


 


(h)                                 eighth, on each
Settlement Date, remaining balances in the Company Concentration Account
(excluding the Payments Reserve Accounts) shall be transferred to the Company
Receipts Account for application to payments in accordance with Section 5.1(a) payable on such date
in accordance with the directions contained in the Daily Report for such
Settlement Date, provided, that,
payment under this clause (h) may
be made only
if (x) no Termination Event or Potential Termination Event has occurred
and is continuing or would occur as a result of such payment and (y) no
portion of such funds is to be applied by the Company to make any payment which
is restricted pursuant to Section 5.1(a);


 


(i)                                     ninth, to the payment of costs and
expenses incurred in respect of a Service Transfer pursuant to Section 6.01(b) of
the Servicing Agreement; and


 


(j)                                    tenth, any remaining amounts not
distributed pursuant to clause (i) above,
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.


 


35

















 


18.                               APPLICATION OF FUNDS AFTER
FACILITY TERMINATION DATE


 


18.1                        Application of Collections


 


On the Facility Termination Date and on each 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
Business Day immediately following the day on which such amounts were deposited
into such Collection Accounts.


 


18.2                        Priority of payments after Facility Termination Date


 


On each Interest Payment Date and 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 Account in the
following order of priority:


 


(a)                                 first, on each
Settlement Date, (x) to repay any outstanding Servicer Advances and (y) to
pay the Master Servicer the Master Servicer Fee then due and payable;


 


(b)                                 second, on each
Settlement Date, in or towards satisfaction of the remuneration then payable to
any receiver or liquidation agent appointed by the Collateral Agent and any
costs, charges, liabilities and expenses then incurred by such receiver or
liquidation agent;


 


(c)                                  third, 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 33 or 37.12
of this Agreement;


 


(d)                                 fourth ̧ on each
Settlement Date, pro rata and pari passu in and towards payment of amounts due (i) to the
Administrative Agent in respect of accrued but unpaid fees payable to it and (ii) to
the Company Account Bank to the extent applicable;


 


(e)                                  fifth, on each
Interest Payment Date, pro rata and pari passu, in and towards payment to the Lenders of (i) the
aggregate of accrued and unpaid Interest (including Additional Interest); and (ii) any
accrued but unpaid Commitment Fee;


 


(f)                                   sixth, on each
Settlement Date, in and towards payment to the Lenders of an amount equal to
the Aggregate Principal Balance (such amount to be allocated among the Lenders
in the following order of priority: (i) first,
if Swingline Loans are outstanding, to the Swingline Lender until the
outstanding principal


 


36
















 


balance of Swingline Loans is reduced to zero; and (ii) second, pro rata to each Lender, in accordance with the
aggregate outstanding Principal Balance of the Loans held by each such Lender);


 


(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;


 


(h)           eighth, to the payment of costs and expenses incurred in respect of a
Service Transfer pursuant to Section 6.01(b) of the Servicing
Agreement; and


 


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


 


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) the product of (i) the Servicing
Fee Percentage and (ii) the Aggregate Receivables Balance of the Loans as
of the end of the preceding Settlement Period and (b) 108% of the actual
cost of servicing the Receivables. 
Notwithstanding any other provision of this Agreement or any other
Transaction Document, from and after the appointment of a Back-Up Servicer, the
Monthly Servicing Fee shall be adjusted to effect the fees payable to the
Back-Up Servicer pursuant to the Back-Up Servicing 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, from and after the appointment of a Back-Up Servicer, the Back-Up
Servicer, with a Daily Report in accordance with Section 4.01
of the Servicing Agreement and substantially in the form of Schedule 11 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 37.16.


 


20.2         Monthly Settlement Reports.
On each Settlement Report Date, the Company shall cause the Master Servicer to
cause the Master Servicer to deliver to the Collateral Agent, the
Administrative Agent, each Funding Agent and, from and after the appointment of
a Back-Up Servicer, the Back-Up Servicer, a Monthly Settlement Report in the Form of
Schedule 12 to
this Agreement setting forth, among other things, the Loss Reserve Ratio, the
Dilution Reserve Ratio, the Required Reserve Ratio, the Periodic 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 


 


37

















 


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
Administrative Agent, each Funding Agent and, from and after the appointment of
a Back-Up Servicer, the Back-Up Servicer. 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
U.S. Originator or Huntsman International;


 


(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; or


 


38

















 


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


 


(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)          other than as covered by items (i) or (ii) above,
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 Transaction Document 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 any Transaction Document 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 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;


 


(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 


 


39

















 


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 Defaulted Receivables Ratio for the three (3) preceding
Settlement Periods exceeds 2.0%;


 


(q)           the average Delinquency Ratio for the three (3) preceding
Settlement Periods exceeds 4.0%;


 


(r)            Huntsman International 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 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;


 


40

















 


(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 Huntsman International or the Company involving in the
aggregate a liability (not paid or fully covered by insurance) of (i) with
respect to Huntsman International, $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;


 


(v)           notwithstanding Sections 26.3(s) and
37.3 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;


 


(w)          a “Guarantor Default” shall have occurred and be continuing under the
Guaranty;


 


(x)            Failure to enter into Back-Up Servicing
Agreement within 60 days, provided  that such failure shall not be a Termination Event if such
failure was caused by circumstances which, with the exercise of reasonable
diligence on the Company’s part, were outside the Company’s control;


 


(y)           The Liquidity Test shall fail to be satisfied as of the last day of any Settlement Period;


 


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 an Early Amortization Period has commenced as
of the date of such notice (any such period under Section (x) or
(y) above, an “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 Early Amortization Period, specifying the
date of the occurrence of such event.


 


41

















 


Upon the commencement against
the Company, any Originator or Huntsman International of a case, proceeding or
other action described in Section (ii) of
the definition of “Insolvency Event”, the Company shall cease to accept
contributions of Receivables from Huntsman International until such time, if
any, as such case, proceeding or 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 Huntsman International. 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, or any Originator, any Secured Obligations have not been paid to the
Secured Parties, the Company as beneficial owner of the Receivables
acknowledges that the Collateral Agent may, at the direction of the Majority
Lenders, 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 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
under U.S. GAAP is sought, 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 (including without limitation, under
the UCC of each applicable jurisdiction).


 


(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 Collateral Agent in an amount equal to the amount of any
expenses incurred by the Collateral Agent acting in such 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.


 


(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.


 


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 


 


42

















 


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 Section 18.2.


 


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 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 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 


 


43

















 


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, checks 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, checks 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 checks 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.


 


44

















 


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, each Settlement Date and each Interest Payment 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,
Shareholder 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 


 


45

















 


jurisdictions necessary to perfect the Collateral Agent’s security
interest in the Collateral and (ii) such as have been made or obtained and
are in full force and effect.


 


(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.


 


(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


 


46
















 


(ii)           no part of the proceeds from
the issuance of any Loans 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 7 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(i).


 


(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 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 


 


47

















 


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 all of its Shares are 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 the Servicing Agreement.


 


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


 


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


 


(s)           No Material Adverse Effect. Since the date
of its formation, 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)           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).


 


(v)           Accounting. The Company
will not, and will not permit its Affiliates to, account for the transactions
contemplated by this Agreement and the Origination Agreements in a manner
inconsistent with the assumptions and factual recitations set forth in the
Specified Bankruptcy Opinion Provisions.


 


(w)          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 


 


48

















 


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 a U.S. 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 U.S. 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.


 


(x)            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.


 


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 20.1
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 


 


49

















 


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.


 


(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 and 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, each
Interest Payment Date and each Settlement Date.


 


50

















 


(b)           Collectibility. 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 Closing 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 2 to the legal opinions of New York counsel to the
Contributor delivered as a condition precedent to the effectiveness of this
Agreement 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, its
subsidiaries or the Company; and (ii) with respect to the UCC-1 Financing
Statements on record with the Secretary of State of Delaware identified on the
UCC search reports naming Deutsche Bank AG as a secured party, there is no
secured Indebtedness of the Contributor and its subsidiaries or the Company
with Deutsche Bank AG other than under the documents described on such Schedule 2.


 


(d)           Accounts. The Company,
the Master Servicer and the Contributor hereby represents and warrants to the
Administrative Agent, each Funding Agent, the Lenders and the Collateral Agent
that Schedule 6 hereto identifies each
Collection Account and, Company Concentration Account, and each Payments
Reserve Account by setting forth the account number of each 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..


 


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),
(n), (p),
and (q), 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 10 (with such modifications as
are reasonably acceptable to the Collateral Agent, each 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 


 


51

















 


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, in accordance
with the security interests granted by the Company hereunder, the Company will
(or the Master Servicer on behalf of the Company will), 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.


 


(h)           Collection Accounts and Company
Concentration Account. Take all reasonable actions necessary to
ensure that the Collection Accounts and the Company Concentration Account shall
be free and clear of, and defend the Collection Accounts and the Company
Concentration Account 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 


 


52

















 


funds of the Company will not be diverted to any other Person or for
other than uses of the Company, and will not commingle such funds with the
funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the
Company shall not be in breach of the foregoing restriction if, as a result of
an error and not on a regular basis, Collections are commingled with an
Originator’s funds or with an Originator’s funds in the Collection Accounts and
the Company Concentration Account for a period of time not to exceed one (1) Local
Business Day and (B) the foregoing restriction shall not 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(m);


 


(ii)           to the extent that it shares
the same officers or other employees as any of its Shareholders 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 Shareholders 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 Shareholders 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;


 


(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 Shareholders’ and directors, meetings appropriate to authorize all
company action, keeping separate minutes of its meetings, passing all 


 


53

















 


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
operating 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 operating 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
director that is to serve as an Independent Director 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 Director” 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 Director”.


 


(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, 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 


 


54

















 


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.


 


(m)          Enforcement of Transaction
Documents. The Company shall use its best efforts to vigorously
enforce all rights held by it under each Transaction Document to which it is a
party; and to cause Contributor to use its best efforts to vigorously enforce
all rights held by it under each U.S. Receivables Purchase Agreement; provided,
however, that with respect to the enforcement of rights it holds against
Persons who are not Affiliates, the Company shall use commercially reasonable
efforts to enforce all such rights, and shall cause the Contributor to use
commercially reasonable efforts to enforce all rights held by it against
Persons who are not Affiliates under each U.S. 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 Policies. Timely and
fully perform and comply in all material respects with all provisions,
covenants and other promises required to be observed by it under the Contracts
related to the Receivables, and (ii) comply in all material respects with
the Policies in regard to each Receivable and the related Contract.


 


(q)           Ownership.  Will (or will cause the Master Servicer,
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 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 


 


55

















 


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).


 


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), and (k) below), the Master Servicer and Huntsman
International, hereby agrees, in addition to its obligations under the
Servicing Agreement, that:


 


(a)           it shall not terminate or
amend 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;


 


(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 normal security and confidentiality
requirements 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 or  Section 8.02 of any Origination Agreement or take any
action, nor shall it permit any Originator to take any action, requiring the
consent of the Funding Agents pursuant to any Transaction Documents, without
the prior written consent of the Majority Lenders;


 


(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


 


56
















 


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 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 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 one
hundred fifty (150) days after the end of each fiscal year the balance sheet
and related statements of income, equityholders’ 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;


 


(ii)                                within sixty (60)
days after the end of each of the first three fiscal quarters of each fiscal
year Huntsman International’s unaudited balance sheet and related statements of
income, equityholders’ 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 equityholders 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;


 


57

















 


(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 director of the Company as an “Independent Director”,
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 equity
holder of the Company, by the Company’s equityholders, that the designated
Person satisfies the criteria set forth in the definition of “Independent
Director”;


 


(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 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 all
the Funding Agents or constitute modifications that are otherwise reasonably
acceptable to the Administrative Agent acting at the request of all the Funding
Agents (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 or the Master
Servicer, $50,000,000 or the foreign currency equivalent thereof or (ii) in
the case of each other Approved Originator, $20,000,000 or the foreign currency
equivalent thereof);


 


(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) direct (or cause the
Master Servicer to direct) each Originator to identify on its extraction
records relating to Receivables from its master database of 


 


58

















 


receivables, that the Receivables have been conveyed to Huntsman
International or the Company (as applicable) pursuant to one of the Origination
Agreements, (B) to 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) to
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 11 as to all Receivables, as of each
related Receivables Contribution Date, in each case in accordance with the
Transaction Documents; and


 


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


 


(i)                                   within one
hundred fifty (150) days after the end of each fiscal year the unaudited
balance sheet and unaudited related statements of income, equityholders’ equity
and cash flows showing the financial condition of the Company as of the close
of such fiscal year, prepared in accordance with GAAP;


 


(ii)                                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


 


(iii)                             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


 


(iv)                            a notice of the
decision to appoint a new director of the Company as an “Independent Director”,
such notice to be issued not less than thirty (30) days prior to the effective
date of such appointment.


 


26.3                           Negative Covenants of the Company


 


The Company hereby covenants
that, until the Facility Termination 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 clause (i) above
shall be 


 


59

















 


payable by the Company solely from funds available to the Company 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,
sub-leases of office space, equipment or other facilities for use by the
Company in its ordinary course of business, service agreements, agreements
relating to shared employees and the other Transaction Documents and 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 


 


60

















 


consent rights would not have a Material Adverse Effect with respect to
the Company, 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)                                 Instruments. Unless
delivered to the Collateral Agent, the Company shall not take any action to
cause any U.S. 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.


 


(i)                                     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.


 


(j)                                     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 thirty (30) days’ prior written notice to the Collateral Agent, the
Administrative and each Funding Agent.


 


(k)                                  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(k),
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(j))).


 


61

















 


(l)                                     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.


 


(m)                               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 acquisition
of, any shares of any class of equity interests 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; (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).


 


(n)                                 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 Section 26.3(n) shall not
apply for any tax or tax accounting purposes.


 


(o)                                 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.


 


(p)                                 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.


 


(q)                                 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.


 


62

















 


(r)                                    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.


 


(s)                                  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.


 


26.4                           Additional 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;


 


(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 pledge, grant a security interest in, assign or otherwise encumber the
Collateral; nor permit a Change of Control to occur; provided,
that the Contributor may at any time pledge the membership interest in the
Company and the rights attendant thereto.


 


27.                                 ADDITION OF APPROVED ORIGINATOR;
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 an originator as an Approved
Originator or (2) the inclusion of Acquired Line of Business Receivables
as Eligible Receivables, in each case after the Initial Borrowing Date, shall
be permitted 


 


63

















 


upon satisfaction of the
relevant conditions set forth in this Section 27
and the relevant Origination Agreement.


 


(a)                                  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 the United States or any one of the States
thereof or the District of Columbia;


 


(iv)                            the Company, the
Collateral Agent, each Funding Agent and the Administrative Agent shall have
received written 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 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 Performance
Guarantor shall have agreed to guarantee the Master Servicer’s obligations in
connection therewith;


 


64

















 


(viii)                      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;


 


(ix)                              such Originator
shall have executed an Additional Originator Joinder Agreement in the form of
the applicable  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;


 


(x)                                 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;


 


(xi)                              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;


 


(xii)                           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 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 made such other arrangements as appropriate
or necessary, as determined by the Funding Agents and the Administrative Agent,
to address jurisdiction-specific issues; and


 


(xiii)                        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 


 


65

















 


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.


 


(b)                                 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;


 


(ii)                                the Company, the
Collateral Agent, each Funding Agent and the Administrative Agent shall have
received written 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 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 (iv) below;


 


(iv)                            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;


 


(v)                               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;


 


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(vi)                            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;


 


(vii)                         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 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 made such other arrangements as
appropriate or necessary, as determined by the Funding Agents and the
Administrative Agent, to address jurisdiction-specific issues; and


 


(viii)                      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.


 


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 


 


68

















 


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, 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 related to 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/Contributor Dilution Adjustment Payments, Originator/Contributor
Adjustment Payments and payments in respect of indemnification) unless Huntsman
International or an Affiliate of such Originator has assumed all such
obligations and the Performance Guarantor shall have agreed to guarantee
Huntsman International or such Affiliate’s obligations in connection therewith;
provided, however,
that an Affiliate of such Originator (other than Huntsman International) 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 


 


69

















 


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 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 Company Concentration Account 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 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.                               [RESERVED]


 


31.                               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.


 


70

















 


32.                               [RESERVED]


 


PART 10

THE PARTIES


 


33.                               ROLE OF THE COLLATERAL AGENT


 


33.1                        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, together
with such powers as are reasonably incidental thereto.


 


(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 Agreements. 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.


 


33.2                        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 


 


71

















 


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


 


33.3                        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, fraud 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 


 


72

















 


by facsimile) believed by it in good faith to be genuine and signed or
sent by the proper party or parties.


 


33.4                        Indemnification of Collateral Agent


 


(a)                                 Whether or not
the transactions contemplated hereby are consummated, each Committed Lender
severally agrees to indemnify the Collateral Agent (to the extent not
reimbursed by the Transaction Parties), ratably based on the Commitment of such
Committed Lender (or, if the Commitments have terminated, ratably according to
the respective Commitment of such Committed 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, fraud 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, fraud or willful
misconduct for purposes of this Section.


 


(b)                                 Without limiting
the foregoing, each Lender shall reimburse the Collateral Agent upon demand for
its ratable 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 33.4 shall survive payment
on the Final Payout Date and the resignation or replacement of the Collateral
Agent.


 


33.5                        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.


 


73

















 


33.6                        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 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 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 all the Funding Agents.


 


33.7                        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 all the Funding Agents), (subject to
the other provisions of this Section 33,
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.


 


33.8                        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.


 


74

















 


(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
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.


 


33.9                        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 


 


75

















 


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 2.02 of the Servicing Agreement and Section 12, Section 37.12 and
this Section 33 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.


 


33.10                 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 or to the Lenders
shall, to the same extent, discharge the corresponding obligation owing to the
Lenders or to the Collateral Agent, as applicable.


 


(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 33.10(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 33.10(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).


 


34.                               ROLE OF EACH FUNDING AGENT


 


34.1                        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.


 


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(c)                                  No Funding Agent
shall assume, 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.


 


34.2                         Funding Agent’s Reliance, etc.


 


Neither a Funding Agent nor
its 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 gross negligence, fraud 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.


 


34.3                         Funding Agent and Affiliates


 


(a)                                  In the event that
a Funding Agent is a Lender, with respect to any Loan or interests therein
owned by it, such Funding Agent shall have the same rights 


 


77





















 


and powers under this Agreement as any other Lender and may exercise the
same as though it was not each 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.


 


34.4                         Indemnification of Funding Agent


 


Each related Committed 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 each Funding Agent under this Agreement or any other
Transaction Document; provided that
no related Committed 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
gross negligence, fraud or willful misconduct.


 


34.5                         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.


 


34.6                         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 it 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.


 


34.7                         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 


 


78

















 


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
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 34, but until such Funding Agent receives such
directions, such Funding Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, such Funding Agent deem advisable.


 


34.8                         Non-Reliance on Funding Agent by 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 a Funding Agent nor any of such
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.


 


34.9                         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 


 


79

















 


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.


 


(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 34.9(b)), and the retiring
Funding Agent shall be discharged from any further duties and obligations under
the Transaction Documents.


 


(e)                                  After each
Funding Agent’s resignation hereunder, the provisions of Section 12,
Section 37.12 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 a Funding Agent.


 


34.10                   Reliance on Funding Agent


 


Unless otherwise advised in
writing by each 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 each Funding Agent has been duly authorized and approved by all necessary
action on the part of the Lender in its Lender Group.


 


35.                               ROLE OF THE ADMINISTRATIVE AGENT


 


35.1                         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 


 


80

















 


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.


 


35.2                         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.


 


35.3                         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 


 


81

















 


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.


 


35.4                         Indemnification of Administrative Agent


 


Each Committed Lender agrees
to indemnify the Administrative Agent (to the extent not reimbursed by the
Transaction Parties), ratably according to its Lender Group’s 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 Committed 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 gross negligence, fraud or willful
misconduct.


 


35.5                         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.


 


35.6                         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 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.


 


35.7                         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 


 


82

















 


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).


 


(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 all the
Funding Agents (subject to the other provisions of this Section 35
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.


 


35.8                         Non-Reliance on Administrative Agent by 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.


 


35.9                         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.


 


83

















 


(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.


 


(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 37.12  and this Section 35.9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent.


 


35.10                   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).


 


35.11                   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.


 


35.12                   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 the Administrative
Agent, in consultation with the Lenders, in connection with the transactions
contemplated by the Transaction Documents; and


 


(b)                                 to approve
additional audit procedures.


 


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PART 11

ADMINISTRATION


 


36.                               PAYMENTS AND COMPUTATIONS, ETC.


 


36.1                         Payments


 


(a)                                  All amounts to be
paid by or on behalf of the Company to the Collateral Agent, the Administrative
Agent, any Lender or any Facility Indemnified Party hereunder shall be paid no
later than 9:45 a.m. (New York time) (or such earlier time as may be
specified herein) 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 or
on behalf of the Company into the Company Concentration Account or any other
account shall be deposited in immediately available funds no later than 9:45 a.m.
(New York time) on the date when due.  The Administrative Agent will
endeavour to process funds received after 9:45 a.m. (New York time) on a
same day basis, but shall not be required to do so.


 


(b)                                 The Company
shall, to the extent permitted by Requirements of Law, pay interest on any
amount not paid or deposited by it or on its behalf 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 360 days, 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
Business Day, such payment or deposit shall be made on the next succeeding
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 U.S.
Dollars.  All payments to be made by or
on behalf of the Company 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.


 


85

















 


37.                               MISCELLANEOUS


 


37.1                         Liability of the Company


 


(a)                                  Except as set
forth below in Section 37.2, 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 such Shortfall
shall be extinguished.


 


(b)                                 The provisions of
this Section 37.1 shall survive
termination of this Agreement.


 


37.2                         Limitation on Liability of the Company


 


(a)                                  Subject to Sections 37.1 and 37.11, none of
the members, independent managers, managing members, directors, officers,
employees or agents of the Company 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 such Persons against any liability which would otherwise be
imposed by reason of willful misconduct, bad faith fraud or gross negligence in
the performance of any duties or by reason of reckless disregard of any
obligations and duties hereunder


 


(b)                                 The provisions of
this Section 37.2 shall survive
termination of this Agreement.


 


37.3                         Merger or Consolidation of, or Assumption of the
Obligations of, Huntsman International


 


(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:


 


86
















 


(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;


 


(ii)                                  Huntsman
International has delivered to the Collateral Agent, 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 37.3,
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.


 


37.4                         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 reasonably believes 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 


 


87

















 


the same on behalf of the
Master Servicer, the Company, but shall be under no obligation to do so and
shall incur no liability for failing to do so, 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 37.4.


 


37.5                         Effectiveness


 


This Agreement shall be
binding on the parties hereto with effect as at the Closing Date.


 


37.6                         Further Assurances


 


Each of the Company and the
Master Servicer 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, the authorization or 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.


 


37.7                         Power of Attorney


 


The Company authorizes the
Collateral Agent, and hereby irrevocably appoints the Trustee, 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 Trustee 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 37.7 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.


 


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37.8                         Certain Information


 


The Master Servicer and the
Company shall promptly provide to the Collateral Agent such information in
computer tape, CD-ROM or other electronic image media or format, 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.


 


37.9                         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 37.9 or to the extent provided in relation to
any Facility Indemnified Parties, no other Person will have any right or
obligation hereunder.


 


37.10                   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.


 


37.11                   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 director, officer,
employee or equityholder, 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 director, officer, employee or equityholder.


 


37.12                   Costs and Expenses


 


The Company agrees to pay all
reasonable fees and out of pocket costs and expenses of the Collateral Agent,
the Back-Up Servicer, the Administrative Agent, each Funding Agent and each
Lender (including reasonable fees and disbursements of counsel to the
Collateral Agent, the Back-Up 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 


 


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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 not more than two
inspections conducted in any year (measured as an anniversary of the Closing
Date) prior to the occurrence of a Termination Event or a Master Servicer
Default; provided, however,
that it is anticipated that the frequency of such inspections will be annual,
but any Funding Agent may, with prior reasonable notice to the Company and the
Master Servicer, request more frequent inspections; and (b) in connection
with any inspection conducted following the occurrence and during the
continuance of a Termination Event, a Potential Termination Event or a Master
Servicer Default.  The Administrative
Agent and the Funding Agents shall perform such inspections together and shall
cooperate with one another to establish the Scope of Audit and timing of such
inspections.


 


37.13                   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 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.


 


37.14                   Amendments


 


(a)                                  Subject to Section 37.14(b), 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 each
Funding Agent and 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 37.14
or any other provision of this Agreement or any other Transaction Document.


 


(b)                                 No amendment to
this Agreement shall be effective unless the prior written consent of each
Funding Agent is obtained.


 


37.15                   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.


 


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37.16                   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 and the Collateral Agent and in the case of any Funding Agent
or Lender at their addresses set forth below their names on the signature pages hereto
or, if applicable, Attachment 1 to
any Commitment Transfer Supplement, or to such other address as may be
hereafter notified by the respective parties hereto:


 


The
Company:


 


Huntsman Receivables Finance
II 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


 


The Master Servicer:


 


Hunstman (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:


 


Wachovia Bank National
Association


171 17th Street N.W.

Atlanta, Georgia 30363

Attention: William Rutkowski

Telephone: (404) 214 6398

Telecopier: (404) 214 7299


 


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; 


 


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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.


 


37.17                   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 an assigning Committed Lender subject to each such assignment
(determined as of the date the 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 transfer agreement, substantially in the form of Schedule 5 (each, a “Transfer Agreement”),
together 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; and


 


(iii)                               the Acquiring
Lender, if it shall not already be a Lender or Liquidity Provider, shall
deliver to the Administrative Agent and the related Funding Agent an
administrative questionnaire, substantially in the form of Schedule 4
(each, an “Administrative Questionnaire”);


 


and, provided,
further, that any Conduit Lender may
assign all or a portion of its interests, rights and obligations under this
Agreement and the Transaction Documents to its Liquidity Provider or a 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.  Upon acceptance and recording pursuant to Section 37.17(e), from and after the effective date of
such transfer (A) the Acquiring Lender thereunder shall be a party hereto
and, to the extent of the interest assigned by such 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 Transfer Agreement, be released from its obligations under this
Agreement and the other Transaction Documents (and, in the case of a 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 37.12, as well as to any fees accrued for its account and
not yet paid).


 


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(c)                                  By executing and
delivering a 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 without giving effect to assignments
thereof which have not become effective, are as set forth in such 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
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
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.


 


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(d)                                 The
Administrative Agent shall maintain at one of its offices a copy of each
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 37.17(d) shall
be conclusive and the Company, the Master Servicer, the Lenders, the 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 Performance
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 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 37.17(b) above, (i) the
Administrative Agent and the related Funding Agent shall accept such 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 37.17(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 


 


94

















 


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 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 37.17,
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 or under the Servicing Agreement 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 37.17(k) shall
not prohibit or otherwise limit to any such pledge or 


 


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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.


 


(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.


 


37.18                   Counterparts


 


This Agreement may be executed
in any number of counterparts and by the different parties hereto in separate
counterparts and delivered via fax, e-mail or other electronic means, each of
which when so executed and delivered shall be deemed to be an original, and all
of which taken together shall constitute one and the same agreement.


 


37.19                   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.


 


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(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 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.


 


37.20                    Limitation of Payments by the Company


 


The Company’s obligations
under Sections 10, 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.


 


37.21                    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, 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 


 


97





















 


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 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)                                Notwithstanding any other
provision of this Agreement (including Section 37.21 (c)),
each of the parties hereto hereby agrees with Regency that it shall not (i) take,
assist or join any      corporate action or other
steps or legal proceedings for the winding-up, dissolution,              examinership or organisation or for the
appointment of a receiver, administrator, administrative receiver, trustee,
liquidator, examiner, sequestrator or similar officer of Regency or of any or                                            all its revenues and assets;
or (ii) have any right to take any steps for the purpose of obtaining
payment of any amounts payable to it under this Agreement by Regency and shall
not take any steps to recover any debts whatsoever owing to it by Regency


 


(e)                                 The provisions of this Section 37.21 shall survive termination of this
Agreement.


 


37.22                    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 (including Section 37.22
(a)), each party hereto agrees and acknowledges with Regency that (i) it
will only have recourse in respect of any amount, claim or obligation due or
owing to it by Regency (the “Claims”) to the
extent of available funds pursuant to Clause 10.5 of the Management Agreement
and subject to the proviso in such Clause, which shall be applied, subject to
and in accordance with the terms thereof and after all other prior ranking
claims in respect thereof have been satisfied and discharged in full; (ii) following
the application of funds following enforcement of the security interests created
under the Regency Security Documents, subject to and in accordance with 


 


98





















 


Clause 10.5 of the Management Agreement, Regency will have no assets
available for payment of its obligations under the Regency Security Documents
and this Agreement other than as provided for pursuant to the Management
Agreement, and that any Claims will accordingly be extinguished to the extent
of any shortfall; and (ii) the obligations of Regency under the Regency
Security Documents, the Management Agreement and this Agreement will not be
obligations or responsibilities of, or guaranteed by,                                             any other person
or entity.


 


(c)                                 The provisions of
this Section 37.22 shall survive
termination of this Agreement.


 


PART 12

GOVERNING LAW AND ENFORCEMENT


 


37.23                    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).


 


37.24                    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 37.16. 
Nothing in this Section 37.24
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 and each
Originator hereby appoint CT Corporation as their respective agent for service
of process in the United States.


 


99





















 


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 II LLC,

  	
   

  
	
  as
  Company

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  J. KIMO ESPLIN

  	
   

  
	
   

  	
  Name:J.
  Kimo Esplin

  	
   

  
	
   

  	
  Title:
  Executive Vice President and

  	
   

  
	
   

  	
  Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  HUNTSMAN
  (EUROPE) BVBA,

  	
   

  
	
  as
  Master Servicer

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Francis De Canniere

  	
   

  
	
   

  	
  Name:
  Francis De Canniere

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  



 


100

















 


	
  WACHOVIA
  BANK NATIONAL ASSOCIATION,

  	
   

  
	
  not
  in its individual capacity but solely as Collateral Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  EERO H. MAKI

  	
   

  
	
   

  	
  Name:
  Eero H. Maki

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  WACHOVIA
  BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as
  the Administrative Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  EERO H. MAKI

  	
   

  
	
   

  	
  Name:
  Eero H. Maki

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WACHOVIA
  BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as
  a Funding Agent and Committed Lender

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  EERO H. MAKI

  	
   

  
	
   

  	
  Name:
  Eero H. Maki

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  



 


101

















 


	
  HSBC
  BANK PLC,

  	
   

  
	
  as
  a Funding Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  NIGEL BATLEY

  	
   

  
	
   

  	
  Name:
  Nigel Batley

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  HSBC
  BANK USA, NATIONAL ASSOCIATION,

  	
   

  
	
  as
  a Committed Lender

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  DAVID A. MANDELL

  	
   

  
	
   

  	
  Name:
  David A. Mandell

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  REGENCY
  ASSETS LIMITED,

  	
   

  
	
  as
  a Conduit Lender

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  JENNIFER COYNE

  	
   

  
	
   

  	
  Name:
  Jennifer Coyne

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  



 


102

















 


ACKNOWLEDGED AND AGREED as of the day and year first
written above solely for purposes of the Sections listed on Schedule 13 hereto:


 


 


	
  HUNTSMAN
  INTERNATIONAL LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  J. KIMO ESPLIN

  	
   

  
	
   

  	
  Name:
  J. Kimo Esplin

  	
   

  
	
   

  	
  Title:
  Executive Vice President and

  	
   

  
	
   

  	
  Chief
  Financial Officer

  	
   

  



 


103
















 


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 Periodic 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 Interest Payments Reserve Account on or before
such day in respect of such Settlement Period pursuant to Section 17.1(a) of
the U.S. 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 an
Settlement Period, the sum of:


 


(a)                                  in the case of
the last day of each Interest Period, an amount equal to the amount of accrued
and unpaid Interest in respect of such Loan;


 


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


 


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


 


(d)                                 any amounts in
respect of the Monthly Servicing Fee or Program Costs that the Master Servicer,
in its reasonable business judgment shall determine.


 


“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 37.17(b) of
the U.S. Receivables Loan Agreement.


 


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


 


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


 


“Additional Originator
Joinder Agreement” shall mean a joinder agreement in substantially
the form set forth in Schedule 3
attached to the U.S. Receivables Purchase Agreement.


 

















 


“Adjusted Dilution Ratio”
shall mean, at any time, the rolling average of the Dilution Ratio for the 12
Settlement Periods then most recently ended.


 


“Adjustment Payments”
shall mean the collective reference to payments of Originator/Contributor
Adjustment Payment, Originator/Contributor Dilution Adjustment Payment or
Originator/Contributor 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 U.S. Receivables Loan Agreement and Section 4.05 of the Servicing Agreement.


 


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


 


“Administrative
Questionnaire” shall have the meaning assigned in Section 37.17(b).


 


“Adverse Claim”
shall mean a lien, security interest, pledge, charge, encumbrance or other right
or claim of any Person.


 


“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.


 


“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 U.S. 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 Account on such day by 9:30 a.m. New York
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 Principal Amount of Pool Receivables which are non-Defaulted Receivables
due from an Eligible Obligor at such date, that when expressed as a percentage
of the Principal Amount of all Eligible Receivables at such date of
determination, exceeds (i) with respect to each Obligor other than a
Designated Obligor, the Obligor Limit set forth in Schedule 8
to the U.S. Receivables Loan Agreement under “Obligor
Limit” and (ii) with respect to each Designated Obligor, the
Designated Obligor Limit set forth in Schedule 8 to
the U.S. Receivables Loan Agreement under “Designated  Obligor 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.


 


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


 


(a)                                  the Aggregate
Principal Balance;


 


(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, the
Lenders or, the Funding Agents or any other Secured Party or Facility
Indemnified Party at such time.


 


“Alternate Base Rate”
shall mean for any day, the rate per annum equal to the higher as of such day
of (i) the Prime Rate, or (ii) one-half of one percent (0.50%) above
the Federal Funds Effective Rate.  For
purposes of determining the Alternate Base Rate for any day, changes in the
Prime Rate or the Federal Funds Effective Rate shall be effective on the date
of each such change.


 


“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 indefeasibly
paid in full.


 


“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”
shall mean, with respect to any Lender, the percentage set forth in the
applicable Fee Letter.


 


“Applicable Notice
Provisions” shall mean the notice provisions set forth in Section 8.11 of the U.S. Receivables Purchase Agreement
or Section 8.10 of the Contribution
Agreement, as applicable.


 


“Applicable Rate”
shall mean, with respect to any Lender, the rate set forth in the applicable
Fee Letter.


 


“Approved Acquired Line of
Business” shall mean each Acquired Line of Business 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 Obligor Country”
shall mean (i) the United States, (ii) Canada and (iii) any
other country as may be agreed by the Company, the Administrative Agent and
each Funding Agent in writing.


 


“Approved Obligor Country
Overconcentration Limit” shall mean, with respect to (i) the
United States, 100%, (ii) Canada, 7.5% and (iii) any other country,
such percentage as may be agreed by the Company, the Administrative Agent and
each Funding Agent in writing, 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) Tioxide Americas Inc., Huntsman Propylene Oxide LLC,
Huntsman International Fuels LLC, Huntsman Ethyleneamines LLC, Huntsman
International LLC, Huntsman Advanced Materials Americas LLC and Huntsman
Petrochemical LLC; and (ii) any entity that may be approved as an
Additional Originator pursuant to, and in accordance with, the provisions of Section 27 of the U.S. Receivables Loan Agreement.


 


“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”
shall mean, the Commitment of a Committed Lender minus:


 


(a)                                  the outstanding principal amount of
the Loans funded by such Lender’s Lender Group; and


 


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


 


“Back-Up Servicer”
means a Person with experience in servicing assets similar in type to the
Receivables who shall be reasonably acceptable to the Company, the
Administrative Agent and each Funding Agent.


 


“Back-Up Servicing
Agreement” means that certain Back-Up Servicing Agreement to be
entered into by and among the Company, the Administrative Agent and the Back-Up
Servicer, as such agreement may be amended, restated, supplemented or otherwise
modified from time to time.


 


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


 


“Benefited Lender”
shall have the meaning assigned in Section 37.19
of the U.S. Receivables Loan Agreement.


 

















 


“Board” shall
mean, 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 U.S. Receivables Loan Agreement.


 


“Borrowing Date” has the meaning specified in Section 3.1 of the U.S. Receivables Loan Agreement.


 


“Borrowing Request” has the meaning specified in Section 3.1 of the U.S. Receivables Loan Agreement.


 


“Broken Funding Costs”
shall mean for any Loan which (i) is repaid without compliance by the
Company with the notice requirements of the U.S. Receivables Loan
Agreement or (ii) assigned
under a Liquidity Agreement or is terminated prior to the date on which it was
originally scheduled to end; an amount equal to the excess, if any, of (A) the
Interest that would have accrued during the remainder of the Interest Period
relating to such Loan subsequent to the date of such reduction, assignment or
termination, over (B) the sum of (x) to the extent all or a portion
of the fundings allocated to such Loan is allocated to another Loan, the amount
of Interest actually accrued during the remainder of such period on such amount
for the new Loan, and (y) to the extent the fundings allocated to such
Loan is not allocated to another Loan, the income, if any, actually received
during the remainder of such period by the maker of such Loans from investing
the portion of such fundings not so allocated.


 


“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, (B) Charlotte, North Carolina or (C) London,
England and which, in each case, are authorized or obligated by law, executive
order or governmental decree to be closed.


 


“Capital Stock”
shall mean (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 the product of (a) (i) the 12 month high of
(A) the Day Sales Outstanding plus (B) 30
days divided by (ii) 360 times (b) the product of (i) 1.50 times (ii) the sum of (A) the Alternate Base Rate plus (B) the Applicable Margin, each as in effect as of
such day.


 


“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”
shall mean:


 


(a)                                  the adoption of any Requirement of Law
after the Closing Date;


 


(b)                                 any change in Requirement of Law or in
the interpretation or application thereof by any Governmental Authority, after
the Closing Date; or


 


(c)                                  compliance by any Facility Indemnified
Party (or, for purposes of Section 11
of the U.S. 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 Closing
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
Parent Company or Huntsman International other than in a transaction having the
approval of the Board of the Parent Company; 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 Parent Company or
of the Board of Huntsman International; or


 


(c)                                  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
Parent Company or Huntsman International and the long-term corporate credit
rating of Parent Company or Huntsman International, as applicable, has been
reduced to “B-” or below by S&P or “B3” or below by Moody’s as a result
thereof; or


 


(d)                                 with respect to the Company, the
Contributor shall cease to own, directly or indirectly, 100% of the outstanding
voting equity interests of the Company; or shall pledge, hypothecate or
transfer an interest in such equity interests other than to the Collateral
Agent.


 


“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.


 


“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”
shall have the meaning assigned to such term in Section 15
of the U.S. Receivables Loan Agreement.


 


“Collateral Agent”
shall mean the institution executing the U.S. 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 on or before the Closing Date,
between the Company and a 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.


 


“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
(if derecognition of assets is sought under GAAP, by entities other than the
Contributor or the Company) 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 Conduit Lender in the United States or European commercial
paper markets.


 


“Commitment” or “Commitments” shall mean, as to any Committed Lender (a) its
obligation to make Loans pursuant to Section 3.2
and without duplication to purchase a participation in the Swingline Loans
pursuant to Section 3.4, not to exceed in
the aggregate at any one time outstanding the amount set forth opposite such
Lender’s name on Schedule 1 of the U.S.
Receivables Loan Agreement or in its Commitment Transfer Supplement as such amount may be reduced
from time to time pursuant to Section 4.3
of the U.S. Receivables Loan Agreement; collectively, as to all Committed Lenders, such
obligations to make Loans and without duplication to purchase participations in
the Swingline Loans, the “Commitments”.


 


“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 U.S. Receivables Loan Agreement and (b) the latest occurring
Scheduled Commitment Termination Date with respect to a Lender.


 


“Committed Lender”
shall mean each entity designated as a “Committed Lender” on Schedule 1 to the U.S.
Receivables Loan Agreement and any Acquiring Lender designated as a Committed Lender in the
applicable Transfer Agreement.


 


“Company” shall
mean Huntsman Receivables Finance II LLC, a limited liability company organized
under the laws of the State of Delaware.


 


“Company
Account Bank” shall mean Wachovia Bank National Association.


 


“Company Concentration
Account” shall mean the account (number
2000049240748, ABA No.: 053000221) in the name of the Company held with the
Company Account Bank under the exclusive control and dominion of the Collateral
Agent and any replacement account or accounts.


 


“Company
Receipts Account” means the account (number 021-6987, ABA No.:
043000261) held with The Bank of New York Mellon and 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 Day’s written notice (or such lesser
period as the Administrative Agent may agree to).


 


“Conduit Assignee”
shall mean any special purpose vehicle issuing indebtedness in the commercial
paper market that is administered by a Funding Agent, its Affiliate or any
other special purpose vehicle issuing indebtedness, in each case that meets the
conditions set forth in Section 37.17
of the U.S. 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.


 


“Contingent Reserve Amount”
shall mean, at any time following the first day on which a Lender Group becomes
a Nonrenewing Lender Group, the product of (A) the Aggregate Receivables
Amount on such day and (B) 15.0%.


 


“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 U.S. Contribution Agreement, dated as of the Closing 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”
shall mean, for any Interest Period for any Loan, 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 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; and


 


(c)                                  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); and


 


(d)                                 provided, however,
that if any component of any such rate is a discount rate, in calculating the “CP Rate” for such Loan for such Interest 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.


 

















 


“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 Interest
that has not yet been deposited in the Payments Reserve Accounts 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 11 attached
to the U.S. 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 Horizon Ratio”
shall mean, as of the last day of each Settlement Period, the ratio (expressed
as a decimal) computed by dividing (i) the aggregate Receivables generated
by the Originators during the three Settlement Periods (or such other
Settlement Periods or fractions thereof as the Administrative Agent may request
based on the results of an inspection conducted pursuant to Section 26.2(c), if the results of such inspection
indicate that the requested number of Settlement Periods is more representative
of the actual default horizon) ending on such day, by (ii) the Aggregate Receivables
Amount as of such day.


 


“Default Interest Rate”
means the rate which is the aggregate of: (A) the Alternate Base Rate plus
(B) Applicable Margin plus (C) two percent (2.0%) 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.


 


“Defaulted 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 Receivables acquired by the Company
during the third prior Settlement Period (including the Settlement Period ended
on such day).


 


“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).


 


“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 line of
business are identifiable and distinguished from all other Receivables of the
relevant Originator or Originators.


 


“Designated Obligor”
shall mean each Obligor designated as such from time to time in a writing
agreed upon between the Administrative Agent and the Company.


 


“Dilution Adjustment”
shall mean, at any time, the amount of any reduction or cancellation of the
Principal Amount of a Pool Receivable due to (i) any defective or rejected
goods or services, any cash discount or any other adjustment by any Originator
or any affiliate thereof, or as a result of any governmental or regulatory
action, (ii) any setoff in respect of any claim by the Obligor thereof
(whether such claim arises out of the same or a related or an unrelated
transaction), (iii) any rebate or refund, (iv) any misstatement of
the amount thereof, or (v) any misrepresentation; provided, however, 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
Ratio” shall mean, as of the last day of each Settlement Period, a
fraction (expressed as a decimal), 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 Ratio” 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 LLC 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 Ratio”
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 Ratio”
shall mean, as of the last day of each Settlement Period, a ratio (expressed as
a percentage), computed by dividing (i) the total amount of Dilution
Adjustments made during such Settlement Period, by (ii) the aggregate
sales generated by the Originators during the Settlement Period two (2) periods
prior to such day.


 


“Dilution Reserve
Ratio” shall mean, for any Settlement Period, the product (expressed
as a percentage) of: (a) the sum of (i) 2.50 times the Adjusted
Dilution Ratio as of the last day of the immediately preceding Settlement
Period, plus (ii) the Dilution Volatility Component as of the last day of
the immediately preceding Settlement Period, times (b) the Dilution
Horizon Ratio as of the last day of the immediately preceding Settlement
Period.


 


“Dilution Volatility
Component” shall mean the product (expressed as a percentage) of (i) the
difference between (a) the highest three (3)-month rolling average
Dilution Ratio over the past 12 Settlement Periods and (b) the Adjusted
Dilution Ratio, and (ii) a fraction, the numerator of which is equal to
the amount calculated in (i)(a) of this definition and the denominator of
which is equal to the amount calculated in (i)(b) of this definition.


 


“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.


 


“Early Amortization
Period” shall have the definition assigned to such term in Section 21.1.


 


“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.


 


“Eligible Assignee”
shall mean (i) with respect to any Conduit Lender, the related Program
Support Providers and any Conduit Assignee, and (ii) with respect to any
Committed Lender, any Person that (A) is an existing Lender; or (B) with
the consent of the Company (not to be unreasonably withheld), is a financial
institution formed under the laws of any OECD Country; provided that such Person, 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 and


 

















 


provided further that, if any Termination Event or Potential
Termination Event shall have occurred and be continuing, the consent of the
Company shall not be required.


 


“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 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 collectibility 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 one hundred twenty (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 one
hundred twenty (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
Huntsman International 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 item (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 the United States or any one of the States thereof
or the District of Columbia;


 

















 


(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)                                  [reserved];


 


(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 2.02(f) of
the Servicing 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)                                 is denominated and payable only in United
States dollars in the United States,


 


(z)                                   arises under a Contract which by its
terms or by virtue of Section 9-404, 9-405, 9-406 or 9-408 of the UCC,
does not require the Obligor under such Contract to consent to the transfer,
sale or assignment of the rights and duties of the applicable Originator or any
of its assignees under such Contract;


 


(aa)                            satisfies in all material respects all
applicable requirements of the Policies;


 

















 


(bb)                          the related 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;


 


(cc)                            with respect to which no Timely Payment
Discount shall have been granted under the applicable Contract, provided, that any Receivable as to which a
Timely Payment Discount shall have been granted shall not be an Eligible
Receivable only to the extent of the aggregate outstanding Timely Payment
Discount granted in respect of such Receivable;


 


(dd)                          with respect to which no Volume Rebate
shall have been granted under the applicable Contract, provided, that any Receivable as to which a
Volume Rebate shall have been granted shall not be an Eligible Receivable only
to the extent of the aggregate outstanding Volume Rebate granted in respect of
such Receivable; and


 


(ee)                            with respect to which no Potential Offset
Amount shall be anticipated, provided,
that any Receivable as to which a Potential Offset Amount shall be anticipated
shall not be an Eligible Receivable only to the extent of the aggregate
Potential Offset Amount anticipated in respect of such Receivable;


 


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 of the U.S. 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 U.S.
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.


 


“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.


 


“Exchange Act”
shall mean the United States Securities Exchange Act of 1934, as amended.


 


“Excluded Designated
Line of Business” shall mean any Designated Line of Business
identified by notice given pursuant to Section 28
of the U.S. Receivables Loan Agreement as an “Excluded Designated Line of
Business”.


 


“Extension Request”
means a request by the Company to extend the Scheduled Commitment Termination
Date with respect to a Lender for an additional period not to exceed 364 days.


 


“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, from and after the appointment of a
Back-Up Servicer, the Back-Up Servicer, the Program Support Providers, 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” means, for any period, a fluctuating interest rate per
annum for each day during such period equal to (i) the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the preceding Business Day) by the
Federal Reserve Bank of New York in the Composite Closing Quotations for U.S.
Government Securities; or (ii) if such rate is not so published for any
day which is a Business Day, the average of the quotations at approximately
11:30 a.m. (New York time) for such day on such transactions received by
the Administrative Agent from three federal funds brokers of recognized
standing selected by it.


 


“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.


 


“Funding Agent”
shall mean (i) with respect to the Lender Group for which Wachovia Bank
National Association acts as Committed Lender, Wachovia Bank National
Association, (ii) with respect to the Lender Group for which HSBC Bank USA,
National Association acts as Committed Lender, HSBC Bank plc, and (iii) for
each other Lender Group, the entity designated as such in the Transfer
Agreement or joinder agreement pursuant to which the members of such Lender
Group become party to this Agreement.


 


“GAAP”
shall mean generally accepted accounting principles in the respective
jurisdiction of incorporation of the relevant entity, as in effect from time to
time.


 


“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.


 


“Government Obligor”
shall mean any U.S. Government Obligor, any U.S. State/Local Government Obligor
or Foreign Government Obligor.


 


“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.


 


“Guaranteed
Obligations” shall have the meaning assigned to such term in the
Guaranty.


 


“Guaranteed
Servicing Obligations” shall have the meaning assigned to such term
in the Servicing Agreement.


 


“Guarantor”
shall mean Huntsman Corporation, as guarantor under the Guaranty.


 


“Guaranty”
shall mean that certain Guaranty, dated as of the Closing Date, by the
Guarantor for the benefit of the Administrative Agent.


 


“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
Defaulted Receivables Ratio, the Loss Reserve Ratio, the Delinquency Ratio, the
Dilution Ratio, the Dilution Reserve 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 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 LLC, a limited partnership organized under the
laws of Texas.


 

















 


“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 U.S. Receivables Loan Agreement.


 


“Independent Manager”
shall mean a Manager of the Company designated as an “Independent Director” 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,
equityholder, 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 LLC), (B) a
supplier to any of the Independent Parties, (C), a Person controlling or under
common control with any partner, equityholder, member, manager, Affiliate or
supplier of any of the Independent Parties, or (D) a member of the
immediate family of 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,
independent director, 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 U.S. 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 U.S. Receivables
Loan Agreement.


 


“Initial Borrowing
Date” shall have the meaning the first Borrowing Date (if any)
pursuant to which a Loan is made in accordance with the terms of the U.S.
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.


 


“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 Directors 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 Section 7
of the U.S. Receivables Loan Agreement.


 


“Interest Payment
Date” means the last day of each Interest Period.


 


“Interest Payments
Reserve Account” means the account (number 2000049240764, ABA No.:
053000220) held at Wachovia Bank National Association and subject to a deposit
account control agreement reasonably acceptable to the Collateral Agent
conferring exclusive control and dominion over such account to the Collateral
Agent.


 


“Interest Period”
means, in relation to any Loan, (a) initially, the period commencing on
(and including) the relevant Borrowing Date and ending on (but excluding) the
Business Day designated by the Company in the relevant Borrowing Request
occurring not more than 62 days after the relevant Borrowing Date; and (b) thereafter,
each successive period commencing on (and including) the last day of the
immediately preceding Interest Period for such Loan and ending on (but
excluding) the Business Day occurring not more than 62 days


 
















 


after the day upon which
such Interest Period commences as designated by the Company in a written notice
to the Administrative agent and each Funding Agent sent no later than 10:00 a.m.
(New York time) on the second (2nd) Business Day prior to the first day of such
Interest Period; provided that (i) if
no Interest Period is designated by the Company, the relevant Interest Period
will end on the next Settlement Date and (ii) in the case of any Interest
Period for any Loan which commences before the Facility Termination Date and
would otherwise end on a date occurring after the Facility Termination Date,
such Interest Period shall end on the Facility Termination Date.


 


“Interest Rate” means, with respect to any Lender, the sum of:


 


(a)                                  the Applicable Rate; plus


 


(b)                                 the Applicable Margin; plus


 


(c) Mandatory Costs, if applicable,


 


provided, that at all
times following the occurrence and during the continuation of a Termination
Event, the Applicable Rate for each Lender 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.


 


“Lender” shall mean each Committed Lender and each Conduit
Lender.


 


“Lender Group” shall mean a group consisting of one or more
Committed Lenders, the related Conduit Lender, if any and the Funding Agent for
such Lender or Lenders.


 


“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.


 


“Limited Liability Company Agreement” shall mean the Amended
and Restated Limited Liability Company Agreement dated as of October ,
2009 between the Contributor, as Shareholder and Donald J. Puglisi, as the
Special Member.


 


“Liquidity Agreement” means any agreement dated on or about the
date hereof and entered into by any Conduit Lender pursuant to which a
Liquidity Provider will extend credit to or have a commitment to purchase Loans
(or portions thereof or participations therein) from a


 

















 


Conduit Lender in each case
in connection with such Conduit Lender’s commercial paper program and includes
the agreement entitled “Liquidity Asset Purchase Agreement” (the “LAPA”) 
executed on the date hereof between, among others, Regency, HSBC Bank
USA, National Association, Deutsche International Corporate Services (Ireland)
Limited pursuant to which HSBC Bank USA, National Association, as Purchaser (as
this term is defined in the LAPA), has agreed to purchase from Regency
Percentage Interests (as this term is defined in the LAPA) on the terms and
conditions set forth in such agreement, when put to it for sale by Deutsche
International Corporate Services (Ireland) Limited as Manager (as this terms is
defined in the LAPA).


 


“Liquidity Provider” means the Person or Persons who provide
liquidity or program support to a Conduit Lender in connection with the
issuance by such Conduit Lender of Commercial Paper or the borrowing by such
Conduit Lender of the proceeds of Commercial Paper and each guarantor of any
such Person.  Each Liquidity Provider
shall be a Committed Lender hereunder, unless the Administrative Agent and the
Company shall have otherwise consented to such Liquidity Provider in writing
(such consent not to be unreasonably withheld).


 


“Liquidity Test” means a test that shall be satisfied if the
Guarantor, as of the date hereof and as of the last day of each Settlement
Period, maintains Minimum Available Liquidity in an amount equal to or greater
than $400,000,000.  For purposes of this
definition, “Minimum
Available Liquidity” shall mean that the Guarantor, together
with Huntsman International LLC and its Subsidiaries (together, the “Huntsman Liquidity Group”) will have access
to liquidity comprised of (i) domestic cash and cash equivalents on hand plus (ii) the
sum of undrawn availability on the Huntsman Liquidity Group’s revolving loan
and securitization facilities (including any undrawn availability under the
Receivables Loan Agreement), provided, however that undrawn availability under the
immediately preceding clause (ii) shall only be counted in determining
liquidity if and to the extent (A) such revolving loan and/or
securitization facilities, as of any date of determination, mature on a date
which is greater than four months after such date of determination and (B) the
applicable member of the Huntsman Liquidity Group can, as of such date of
determination, satisfy all relevant conditions to drawing thereunder minus (iii) any
amount due or balance outstanding of any revolving loan or other debt facility
of the Huntsman Liquidity Group that is greater than $100,000,000 and that matures
or comes due within four months after such date of determination, except for revolving
loans or other debt facilities that are non-recourse to the Huntsman Liquidity
Group.


 


“LMIR” shall mean, with respect to the Lender Group for which
Wachovia Bank National Association acts as Funding Agent, an amount calculated
in accordance with applicable Fee Letter.


 


“Loan” means a loan comprising the whole or part of a Borrowing
made by the Company pursuant to Section 2
of the U.S. Receivables Loan Agreement, including each Swingline Loan, if any.


 


“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 Servicer” shall have the meaning assigned to such term Section 2.01(c) of the Servicing
Agreement.


 


“Loss Reserve Ratio” means, as of the last day of each
Settlement Period, the product (expressed as a percentage) of (a) 2.50, times (b) the highest three-month
rolling average Defaulted Receivables Ratio during the 12 immediately preceding
Settlement Periods, times (c) the
Default Horizon Ratio as of the end of the immediately preceding Settlement
Period.


 


“Majority Lenders” shall mean the Lenders having, in the
aggregate, more than 50.0% of the Aggregate Commitment; provided, however,
that so long as there are only two Lender Groups, “Majority Lenders” shall mean each Committed Lender, and provided, further,
that at any time there is a Nonrenewing Lender Group and the preceding proviso
does not apply, “Majority Lenders”
shall mean the Lenders having, in the aggregate, more than 50.0% of the
aggregate Principal Balance of Loans outstanding.


 


“Management Agreement” shall mean the management agreement
between, among others, Regency and the Manager dated 12 December 1997 as
restated on 21 September 2005 and as further amended and restated on 14 March 2008  (as amended and/or restated or otherwise
modified from time to time).


 


“Manager” shall mean Deutsche International Corporate Services
(Ireland) Limited.


 


“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 in respect of any Loan bearing
interest at a USD LIBOR derived rate, 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 Hunstman (Europe) BVBA, 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.


 


“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 collectibility of the Pool 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 Pool 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, less the amount of the Swingline Loans; and


 


(b)                                 the Maximum
Potential Borrowing 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 sum of (i) the
Required Subordinated Amount on such Borrowing Date, (ii) the amount of
the outstanding Swingline Loans on such Borrowing Date and (iii) the
Contingent Reserve Amount on such Borrowing Date, if any.


 


“Maximum Swingline Loan Amount” means at any time the lesser of
(a) $5,000,000 and (b) the amount that would cause the aggregate
Loans outstanding to exceed the Maximum Available Borrowing.


 


“Monthly Servicing Fee” shall have the meaning assigned to such
term in Section 19 of the
U.S. 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
12 to the U.S. 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.


 


“Non-Conduit Lender Group” means a Lender Group comprised of a
Committed Lender and its related Funding Agent only.


 


“Nonrenewing Lender Group” means any Lender Group that does not
consent to an Extension Request.


 


“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 U.S.
Receivables Loan Agreement as Schedule 8
under the heading “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 U.S. 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.


 


“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 U.S.
Originators.


 


“Originator/Contributor 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 11 to the U.S. Receivables Loan Agreement.


 


“Originator/Contributor 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/Contributor Indemnification Event” shall have the
meaning assigned to such term in Section 2.06(b) (or
corresponding Section) of the Origination Agreements.


 


“Originator/Contributor Indemnification Payment” shall have the
meaning assigned to such term in Section 2.06(b) (or
corresponding Section) of the Origination Agreements.


 


“Originator/Contributor Indemnified Liabilities” shall have the
meaning assigned to such term in Section 8.02
(or corresponding Section) of the Origination Agreement.


 


“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, 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.


 


“Payments Reserve Accounts” shall mean each of the Interest
Payment Reserve Account and the Principal Payment Reserve Account.


 


“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. 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.


 


“Periodic Interest” shall mean Interest accrued for the
relevant Interest Period.


 


“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 from time to time party thereto (as Pledgors) and Deutsche Bank
AG, New York Branch, as Collateral Agent, as such document may be 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 or the Contributor to the Company
pursuant to an Origination 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.


 


“Prime Rate”  means a rate per
annum equal to the prime rate of interest announced from time to
time by Wachovia (which is not necessarily the lowest rate charged to any
customer), changing when and as said prime rate changes.


 


“Principal Amount” shall mean, with respect to any Receivable,
the unpaid principal amount due thereunder.


 


“Principal Balance” means, at any time, the principal amount of
any Loan made under the U.S. Receivables Loan Agreement at such time.


 


“Principal Payments Reserve Account” means (i) on the
Closing Date, the account (number 2000049240751, ABA No.: 053000219) in the
name of the Administrative Agent held with Wachovia Bank National Association
(the “Wachovia Account”), and (ii) if
Wachovia Bank National Association shall cease to be an Eligible Institution
and any Funding Agent shall deliver not less than 10 Business Days’ written
notice to the Administrative Agent, the Collateral Agent and the company, each
of (x) the Wachovia Account, and (y) such account held with an
Eligible Institution as may be designated by such Funding Agent in such written
notice subject to a deposit account control agreement reasonably acceptable to
the Collateral Agent conferring exclusive control and dominion over such account
to the Collateral Agent.


 


“Pro Rata Share” means, for any Lender Group:


 


(a)           the aggregate Commitment of the Lenders who are members of
such Lender Group, 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 Group, divided
by the outstanding principal amount of the Loans funded by all
Lender Groups.


 

















 


“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 U.S. 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” shall mean and include any
agreement (including, at the Closing Date, the Liquidity Agreement) entered
into by any Program Support Provider providing for the issuance of one or more
letters of credit for the account of a Lender, the issuance of one or more
surety bonds for which such Lender is obligated to reimburse the applicable
Program Support Provider for any drawings thereunder, the sale by such Lender
to any Program Support Provider of the Loans funded by such Lender (or portions
thereof or participations therein) and/or the making of loans and/or other
extensions of credit to such Lender in each case in connection with such 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” shall mean, with respect to any
Lender, any Person (including any Liquidity Provider) now or hereafter
extending credit, or having a commitment to extend credit to or for the account
of, or to make purchases from, such Lender or issuing a letter of credit,
surety bond, swap or other instrument to support any obligations arising under
or in connection with such Lender’s securitization program.


 


“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.


 


“Programme Construction and Interpretation Schedule” shall mean
the programme construction and interpretation schedule relating to the issue of
up to USD 20,000,000,000 commercial paper notes by Regency and Regency Markets No. 1,
LLC dated 21 September 2005 and as amended and restated on 14 March 2008
(as amended and/or restated or otherwise modified from time to time).


 


“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, the first (1st) day of that period.


 

















 


“Rating Agencies” shall mean the collective reference to
S&P and Moody’s.


 


“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 2.01(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) the U.S.
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
Wachovia Bank, National Association, Citibank N.A. and HSBC Bank PLC or such
other banks as may be appointed by the Administrative Agent in consultation
with the Company.


 


“Regency” shall mean Regency Assets Limited a company
incorporated with limited liability under the laws of Ireland.


 


“Regency Security Documents” shall mean the Security Documents
as defined in the Programme Construction and Interpretation Schedule.


 


“Register” shall have the meaning assigned to such term in Section 37.17(d) of the U.S.
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 U.S. 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.


 


“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 Reserve Factor
Floor” means, for any Settlement Period, the sum (expressed as a
percentage) of (a) 15.00% plus (b) the
product of the Adjusted Dilution Ratio times the
Dilution Horizon Ratio plus (c) the
Carrying Cost Reserve Ratio plus (d) the
Servicing Reserve Ratio, in each case, as of the last day of the Settlement
Period immediately preceding such Settlement Period.


 


“Required Reserves Ratio”
shall mean, for any Settlement Period, the greater of (i) the Required
Reserve Factor Floor for such Settlement Period and (ii) the sum of the
Loss Reserve Ratio, the Dilution Reserve Ratio, the Carrying Cost Reserve Ratio
and the Yield Reserve Ratio for such Settlement Period.


 


“Required Subordinated
Amount” shall mean:


 


(a)                                  on any date of
determination during the Revolving Period, an amount equal to the product of (i) the
Required Reserves Ratio at such time times (ii) the
Aggregate Receivables Amount; 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(m) of
the U.S. 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.


 


“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) with respect to the Lender
Group for which Wachovia Bank National Association acts as Funding Agent, October 16,
2012 and (ii) with respect to the Lender Group for which HSBC Bank plc
acts as Funding Agent, October 16, 2011, in each case, as such date may be
extended for an additional 364 days from time to time in writing by the
Lenders members of such Lender Group, the related Funding Agents and the
Company.


 


“Scope of Audit”
means the scope of audit in the form 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; it is anticipated that the
scope of audit shall be substantially similar to the scope of the audit
conducted in conjunction with the closing of the facility.


 


“Screen Rate”
means the British Bankers Association Interest Settlement Rate for U.S. Dollars
for the 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 U.S.
Receivables Loan Agreement or any Transaction Document.


 


“Secured Parties”
means, collectively, each Facility Indemnified Party.


 

















 


“Security Documents”
means the this Agreement and each other security agreement, deed of charge or
other agreement, if any, 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 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 Advanced
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.


 


“Servicing Agreement”
shall mean the U.S. Servicing Agreement, dated as of the Closing Date among the
Company, the Master Servicer, the Servicer Guarantor, each of the U.S.
Originators, as local servicers, the Administrative Agent and the Collateral
Agent.


 


“Servicing Fee Percentage”
shall mean 1.0% per annum.


 


“Servicing Reserve Ratio”
means, for any Settlement Period, the product (expressed as a percentage) of (a) 1%,
times (b) a fraction, the numerator of which is the highest Days Sales
Outstanding for the most recent 12 Settlement Periods and the denominator of
which is 360.


 


“Settlement Date”
shall mean, the 15th day of the month, or if such 15th day is not a Business
Day, the next succeeding Business Day.


 


“Settlement Period”
shall mean initially the period commencing October 16, 2009 and ending on October 31,
2009. Thereafter, Settlement Period shall mean each fiscal month of the Master
Servicer.


 


“Settlement Report Date”
shall mean, except as otherwise set forth in the applicable U.S. 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.


 


“Share” shall
mean a membership interest held in the Company as described in the Limited
Liability Company Agreement comprising all rights held and obligations owed by
the holder of such membership interests under the terms of the Limited
Liability Company Agreement and applicable law.


 


“Shareholder”
shall mean a holder of Shares in the Company.


 


“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.


 


“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 


 

















 


each U.S. Originator and the Company in the legal
opinion of Baker & McKenzie LLP relating to certain bankruptcy matters
delivered on the Initial Borrowing Date.


 


“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.


 


“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, such
Person as may have been appointed as Successor Master Servicer pursuant to the
Servicing Agreement and (b) following the occurrence of a Master Servicer
Default, (x) from the Back-Up Servicer Commencement Date, the back-up
servicer designated under the Back-Up Servicing Agreement and (y) otherwise,
such Person as may be 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, provided, that
no Person shall be an Successor Servicer if it is a direct competitor of
Huntsman International LLC or any Significant Subsidiary.


 


“Swingline Lender”
shall mean Wachovia Bank, National Association, and its successors and assigns.


 


“Swingline Loan”
shall have the meaning assigned to such term in Section 3.4
of the U.S. Receivables Loan Agreement.


 


“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
sum of (i) the Required Subordinated Amount on such day and (ii) the
Contingent Reserve Amount on such Borrowing Date, if any, on 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 U.S. Receivables Loan Agreement.


 


“Taxation Authority”
means any taxing, revenue, or other authority (whether within, or outside the
United States) competent to impose any liability to, or to assess or collect,
any tax.


 


“Termination Event”
shall have the meaning assigned in Section 21.1.


 


“Termination Notice”
shall have the meaning assigned to such term in Section 6.01
of the Servicing Agreement.


 


“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 U.S. Receivables Loan Agreement, the
Servicing Agreement, the Origination Agreements, the Guaranty, the Back-Up
Servicing Agreement, the Program Support Agreements 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 Agreement”
shall have the meaning assigned in Section 37.17(b).


 

















 


“Transfer Issuance Date”
shall mean the date on which a Commitment Transfer Supplement becomes effective
pursuant to the terms of such Commitment Transfer Supplement.


 


“Transferred Agreements”
shall have the meaning assigned to such term in Section 15(b) of
the U.S. Receivables Loan Agreement.


 


“UCC” shall mean
the Uniform Commercial Code, as amended from time to time, as in effect in any
specified jurisdiction.


 


“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.


 


“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 Interest 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 (New York 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. Originator”
shall mean (i) Huntsman International LLC, (ii) Tioxide Americas
Inc., (iii) Huntsman Propylene Oxide LLC, (iv) Huntsman International
Fuels LLC, (v) Huntsman Ethyleneamines LLC, (vi) Huntsman
Petrochemical LLC, (vii) Huntsman Advanced Materials Americas LLC and (viii) after
the Initial Borrowing Date, any Approved Originator which originates
Receivables to Obligors located in the United States.


 


“U.S. Receivables”
shall mean the Receivables originated by a U.S. Originator and contributed,
transferred, assigned and conveyed to the Company directly or indirectly and
thereafter participated by the Company to the Lenders.


 


“U.S. Receivables Purchase
Agreement” means the U.S. Receivables Purchase Agreement, dated as
of the Closing Date, among Huntsman International LLC, as purchaser, and
Tioxide Americas Inc., Huntsman Propylene Oxide LLC, Huntsman International
Fuels LLC, Huntsman Advanced Materials Americas LLC, Huntsman Petrochemical LLC
and Huntsman Ethyleneamines LLC, each as an Originator.


 

















 


“Volume Rebate”
shall mean a discount periodically granted by the Originator to Obligor, as
stipulated in the Contract for achieving certain sales volume.


 


“Yield Reserve Ratio”
means, for any Settlement Period, the product (expressed as a percentage) of (i) 1.5
times (ii) the Alternate Base Rate as of the last day of the immediately
preceding Settlement Period times (iii) a fraction, the numerator of which
is the highest Days Sales Outstanding for the most recent 12 Settlement Periods
and the denominator of which is 360.