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Exhibit 10.30    
  


EXECUTION COPY  


 
 

AMENDED AND RESTATED
  SERVICING AGREEMENT    
  


        among  


 HUNTSMAN RECEIVABLES FINANCE LLC,

as the Company  


 HUNTSMAN (EUROPE) BVBA,

as Master Servicer  


 TIOXIDE AMERICAS INC.,

HUNTSMAN HOLLAND B.V.,

TIOXIDE EUROPE LIMITED,

HUNTSMAN INTERNATIONAL LLC,

HUNTSMAN PETROCHEMICALS (UK) LIMITED,

HUNTSMAN PROPYLENE OXIDE LTD.,

HUNTSMAN INTERNATIONAL FUELS L.P.,

TIOXIDE EUROPE SRL,

HUNTSMAN SURFACE SCIENCES ITALIA SRL,

HUNTSMAN PATRICA S.R.L.,

TIOXIDE EUROPE S.L.,

HUNTSMAN SURFACE SCIENCES IBÉRICA, S.L.,

TIOXIDE EUROPE SAS,

HUNTSMAN SURFACE SCIENCES (FRANCE) S.A.S.,

HUNTSMAN SURFACE SCIENCES UK LTD,

HUNTSMAN ETHYLENEAMINES LTD.,

as Local Servicers  


 J.P. MORGAN BANK (IRELAND) plc,

as Trustee  


 PRICEWATERHOUSECOOPERS,

as Liquidation Servicer  


 and  


 HUNTSMAN INTERNATIONAL LLC,

as Servicer Guarantor  


 Dated as of October 21, 2002  





 
  
 

    TABLE OF CONTENTS    
  



	 
	 
	 
	 
	 	Page

	ARTICLE I	DEFINITIONS	 	3
	 	Section 1.01.	 	Definitions	 	3
	 	Section 1.02.	 	Other Definitional Provisions	 	3
	ARTICLE II	ADMINISTRATION AND SERVICING OF RECEIVABLES	 	4
	 	Section 2.01.	 	Appointment of Master Servicer and Local Servicers; Delegation	 	4
	 	Section 2.02.	 	Servicing Procedures	 	5
	 	Section 2.03.	 	Collections	 	6
	 	Section 2.04.	 	Reconciliation of Deposits	 	7
	 	Section 2.05.	 	Servicing Compensation	 	7
	 	Section 2.06.	 	Advances by the Master Servicer	 	8
	ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER, LOCAL SERVICERS AND THE SERVICER GUARANTOR	 	9
	 	Section 3.01.	 	Organization; Powers	 	9
	 	Section 3.02.	 	Authorization; No Conflict	 	9
	 	Section 3.03.	 	Enforceability	 	9
	 	Section 3.04.	 	Governmental Approvals	 	9
	 	Section 3.05.	 	Litigation; Compliance with Laws	 	9
	 	Section 3.06.	 	Agreements	 	10
	 	Section 3.07.	 	No Master Servicer Default	 	10
	 	Section 3.08.	 	Servicing Ability	 	10
	 	Section 3.09.	 	Location of Records	 	10
	ARTICLE IV	COVENANTS OF THE MASTER SERVICER AND THE SERVICER GUARANTOR	 	10
	 	Section 4.01.	 	Delivery of Daily Reports	 	10
	 	Section 4.02.	 	Delivery of Monthly Settlement Report	 	11
	 	Section 4.03.	 	Delivery of Quarterly Master Servicer's Certificates.	 	12
	 	Section 4.04.	 	Delivery of Independent Public Accountants' Letter Related to Annual Review of Originator Daily Reports, Daily Reports and Monthly Settlement Reports	 	12
	 	Section 4.05.	 	Extension, Amendment and Adjustment of Receivables; Amendment of Policies	 	12
	 	Section 4.06.	 	Protection of Holders' Rights	 	13
	 	Section 4.07.	 	Security Interest	 	13
	 	Section 4.08.	 	Location of Records	 	13
	 	Section 4.09.	 	Visitation Rights	 	14
	 	Section 4.10.	 	Delivery of Financial Reports	 	14
	 	Section 4.11.	 	Notices	 	15
	 	Section 4.12.	 	Master Servicer's Conduct	 	15
	 	Section 4.13.	 	Delivery of Information or Documents Requested by the Company	 	15
	ARTICLE V	OTHER MATTERS RELATING TO THE MASTER SERVICER	 	16
	 	Section 5.01.	 	Merger, Consolidation, etc	 	16
	 	Section 5.02.	 	Indemnification of the Trust and the Trustee	 	16
	 	Section 5.03.	 	Master Servicer Not to Resign	 	17
	 	Section 5.04.	 	Access to Certain Documentation and Information Regarding the Receivables	 	17
	ARTICLE VI	MASTER SERVICER DEFAULTS; MASTER SERVICER TERMINATION	 	17
	 	Section 6.01.	 	Master Servicer Defaults	 	17



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	 	Section 6.02.	 	Trustee To Act; Appointment of Successor	 	20
	 	Section 6.03.	 	Waiver of Past Defaults	 	21
	ARTICLE VII	GUARANTY	 	21
	 	Section 7.01.	 	Guaranty	 	21
	 	Section 7.02.	 	Scope of Guarantor's Liability	 	22
	 	Section 7.03.	 	The Company and the Trustee's Right to Amend this Agreement	 	22
	 	Section 7.04.	 	Waiver of Certain Rights by Guarantor	 	22
	 	Section 7.05.	 	Master Servicer's Obligations to Guarantor and Guarantor's Obligations to Master Servicer Subordinated	 	23
	 	Section 7.06.	 	Guarantor to Pay the Company and the Trustee's Expenses	 	23
	 	Section 7.07.	 	Reinstatement	 	23
	ARTICLE VIII	MISCELLANEOUS PROVISIONS	 	24
	 	Section 8.01.	 	Amendment	 	24
	 	Section 8.02.	 	Termination	 	24
	 	Section 8.03.	 	Governing Law	 	24
	 	Section 8.04.	 	WAIVER OF TRIAL BY JURY AND SUBMISSION TO JURISDICTION	 	24
	 	Section 8.05.	 	Notices	 	25
	 	Section 8.06.	 	Counterparts	 	25
	 	Section 8.07.	 	Third-Party Beneficiaries	 	25
	 	Section 8.08.	 	Merger and Integration	 	25
	 	Section 8.09.	 	Headings	 	25
	 	Section 8.10.	 	No Set-Off	 	25
	 	Section 8.11.	 	No Bankruptcy Petition	 	25
	 	Section 8.12.	 	Responsible Officer Certificates; No Recourse	 	26
	 	Section 8.13.	 	Consequential Damages	 	26




SCHEDULES 



	Schedule 1	 	Form of Quarterly Master Servicer's Certificate
	Schedule 2	 	Form of Annual Agreed-Upon Procedures for Report Auditors
	Schedule 3	 	Identification of (A) Company Concentration Accounts, (B) Series Concentration Accounts, (C) Collection Accounts and Master Collection Accounts and (D) Company Receipts Accounts
	Schedule 4	 	Business Day/Local Business Day Schedule
	Schedule 5	 	Location of Records




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        This AMENDED AND RESTATED SERVICING AGREEMENT, dated as of October 21, 2002 (this "Agreement") among (i) HUNTSMAN
RECEIVABLES FINANCE LLC, a limited liability company organized under the laws of the State of Delaware (the "Company"), (ii) HUNTSMAN (EUROPE)
BVBA, a company organized under the laws of Belgium, as the master servicer (the "Master Servicer"), (iii) HUNTSMAN INTERNATIONAL LLC, a Delaware
limited liability company, TIOXIDE AMERICAS, INC., a company organized under the laws of the Cayman Islands, HUNTSMAN PROPYLENE OXIDE LTD., a limited partnership organized under the laws
of Texas; HUNTSMAN INTERNATIONAL FUELS L.P., a limited partnership organized under the laws of Texas, HUNTSMAN HOLLAND B.V. (f/k/a HUNTSMAN ICI HOLLAND B.V.), a limited liability company organized
under the laws of the Netherlands, TIOXIDE EUROPE LIMITED, a corporation organized under the laws of England and Wales, HUNTSMAN PETROCHEMICALS (UK) LIMITED, a corporation organized under the laws of
England and Wales, TIOXIDE EUROPE SRL, a limited liability company organized under the laws of Italy, HUNTSMAN SURFACE SCIENCES ITALIA SRL, a limited liability company organized under the laws of
Italy, HUNTSMAN PATRICA S.R.L., a limited liability company organized under the laws of Italy, TIOXIDE EUROPE S.L., a closed limited liability company organized under the laws of Spain, HUNTSMAN
SURFACE SCIENCES IBÉRICA, S.L. (f/k/a HUNTSMAN SURFACTANTS IBERICA S.L.), a closed limited liability company organized under the laws of Spain, TIOXIDE EUROPE SAS, a closed, simplified
limited liability company organized under the laws of France, HUNTSMAN SURFACE SCIENCES (FRANCE) S.A.S., a closed, simplified limited liability company organized under the laws of France, HUNTSMAN
SURFACE SCIENCES UK LTD, a private limited company organized under the laws of England and Wales and HUNTSMAN ETHYLENEAMINES LTD., a limited partnership organized under the laws of Texas
as Local Servicers (defined below) (iv) HUNTSMAN INTERNATIONAL LLC, a limited liability company established under the laws of the State of Delaware, as Servicer Guarantor (the
"Servicer Guarantor" and, from time to time "Huntsman International", and (v) J.P. MORGAN BANK
(IRELAND) plc (f/k/a CHASE MANHATTAN BANK (IRELAND) plc) selected, not in its individual capacity, but solely as trustee (in such capacity, the
"Trustee") and (vi) PRICEWATERHOUSECOOPERS as Liquidation Servicer (the "Liquidation Servicer")
amends and restates the AMENDED AND RESTATED SERVICING AGREEMENT, dated as of June 26, 2001 (the "Original Agreement") among (i) the
Company, (ii) the Master Servicer, (iii) HUNTSMAN INTERNATIONAL LLC, TIOXIDE AMERICAS, INC., HUNTSMAN PROPYLENE OXIDE LTD., HUNTSMAN INTERNATIONAL FUELS L.P., HUNTSMAN
HOLLAND B.V., TIOXIDE EUROPE LIMITED and HUNTSMAN PETROCHEMICALS (UK) LIMITED, as Local Servicers thereunder (iv) the Servicer Guarantor and (v) the Trustee and (vi) the
Liquidation Servicer. 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Tioxide Americas Inc., Huntsman Propylene Oxide Ltd., Huntsman International Fuel L.P. and Huntsman Ethyleneamines Ltd. (each a
"U.S. Originator" and together the "U.S. Originators") and Huntsman International have entered into an
Amended and Restated U.S. Receivables Purchase Agreement, dated as of the date hereof (the "U.S. Receivables Purchase Agreement"); 


        WHEREAS,
pursuant to the U.S. Receivables Purchase Agreement, the U.S. Originators may sell to Huntsman International and Huntsman International may purchase from the U.S. Originators
all of the U.S. Originators' right, title and interest in, to and under all Receivables now existing and hereafter arising from time to time and other U.S. Receivable Assets (as defined in the U.S.
Receivables Purchase Agreement) related to such Receivables; 


        WHEREAS,
Tioxide Europe Limited and Huntsman Petrochemicals (UK) Limited (each a "UK Originator" and together with Huntsman Surface
Sciences UK Ltd, the "UK Originators") and Huntsman International have entered into an Amended and Restated UK Receivables Purchase Agreement,
dated as of the date hereof (the "UK Receivables Purchase Agreement"); 


        WHEREAS,
pursuant to the UK Receivables Purchase Agreement, the UK Originators may sell to Huntsman International and Huntsman International may purchase from the UK Originators all of
the UK Originators' right, title and interest in, to and under all Receivables now existing and hereafter 





 




arising from time to time and other UK Receivable Assets (as defined in the UK Receivables Purchase Agreement) related to such Receivables; 


        WHEREAS,
Huntsman Holland B.V. (the "Dutch Originator") and Huntsman International have entered into a Receivables Purchase Agreement,
dated as of December 21, 2000 (the "Dutch Receivables Purchase Agreement"); 


        WHEREAS,
Tioxide Europe Srl, Huntsman Surface Sciences Italia Srl, and Huntsman Patrica Srl, (each an "Italian Originator" and together
the "Italian Originators"), Tioxide Europe S.L., and Huntsman Surface Sciences Ibérica, S.L., (each a "Spanish
Originator" and together the "Spanish Originators"), wish to enter into a receivables purchase agreement with Huntsman
International; 


        WHEREAS,
Tioxide Europe SAS, and Huntsman Surface Sciences (France) S.A.S., (each a "French Originator" and together the
"French Originators" and collectively with the Italian Originators and the Spanish Originators, the "New
Originators"), wish to enter into a receivables subrogation agreement with the Company; 



        WHEREAS
the parties to the Dutch Receivables Purchase Agreement wish to amend and restate the terms of the Dutch Receivables Purchase Agreement; 


        WHEREAS,
the Dutch Originator and the New Originators (each an "Other European Originator" and collectively, the
"Other European Originators"), Huntsman International and the Company have entered into an Omnibus Receivables Purchase Agreement, dated as of the date
hereof (the "Omnibus Receivables Purchase Agreement"); 



        WHEREAS,
pursuant to the Omnibus Receivables Purchase Agreement, the Other European Originators (except for the French Originators) may sell to Huntsman International and Huntsman
International may purchase from the Other European Originators (except for the French Originators), all of such Other European Originators' right, title and interest in, to and under all Receivables
originated by such Other European Originator now existing and hereafter arising from time to time and the other Receivable Assets related to such Receivables; 


        WHEREAS,
Huntsman International (collectively with the U.S. Originators, the UK Originators and the Other European Originators, the
"Originators") and the Company have entered into a contribution agreement dated as of the date hereof (the "Contribution
Agreement" and, collectively with the Receivables Purchase Agreements, the "Origination Agreements"); 


        WHEREAS,
pursuant to the Contribution Agreement, Huntsman International desires to transfer, contribute and assign from time to time all of its right, title and interest in, to and under
all the Receivables purchased from the Other European Originators (except for the French Originators), as well as the Receivables originated by Huntsman International, now existing and hereafter
arising from time to time and other Receivables Assets related to such Receivables to the Company as a capital contribution; 



        WHEREAS,
pursuant to the Omnibus Receivables Purchase Agreement, the French Originators may sell to the Company, and the Company may purchase from the French Originators, all of the
French Originators' right, title and interest in, to and under all Receivables originated by the French Originators now existing and hereafter arising from time to time and the other Receivable Assets
related to such Receivables. 


        WHEREAS,
the Company, the Master Servicer and the Trustee have entered into the Amended and Restated Pooling Agreement, dated as of June 26, 2001, as amended by the First
Amendment to Amended and Restated Pooling Agreement, dated as of the date hereof (the "Pooling Agreement"); 



        WHEREAS,
pursuant to the Pooling Agreement, (i) the Company shall grant to the Trust, and the Trust will receive from the Company, a Participation (without effecting any transfer
or conveyance of 


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any right, title or interest thereunder) in the Company's right, title and interest in, to and under the Receivables, and the related other Participation Assets owned by the Company, and
(ii) the Company grants to the Trust a security interest in all of its right, title and interest in, to and under the Receivables and the related other Participation Assets and the Origination
Agreements; and 


        WHEREAS,
pursuant to the Letter Agreement, between the Liquidation Servicer and the Trustee (the "Liquidation Servicer Agreement"), the
Liquidation Servicer may become a Successor Master Servicer under this Servicing Agreement; 


        NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows: 


 
 

ARTICLE I
  
    DEFINITIONS



        Section
1.01.    Definitions.    Capitalized terms used herein shall, unless otherwise defined or referenced herein,
have the meanings assigned to such terms in Annex X attached to the Pooling Agreement which Annex X is incorporated by reference herein. 


        Section 1.02.    Other Definitional Provisions.    


        (a)  All
terms defined in this Agreement (directly or by incorporation by reference pursuant to Section 1.01) shall have the defined meanings when used in any
certificates or other document made or delivered pursuant hereto unless otherwise defined therein. 


        (b)  As
used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined herein (directly or by incorporation
by reference pursuant to Section 1.01) and accounting terms partly defined herein (directly or by incorporation by reference pursuant to  Section 1.01), 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. 


        (c)  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 Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise
specified. 


        (d)  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, the
feminine and the neuter genders of such terms. 


        (e)  Where
reference is made in this Agreement to the principal amount of Receivables, such reference shall, unless explicitly stated otherwise, be deemed a reference to the
Principal Amount of such Receivables. 


        (f)    Any
reference herein or in any other Transaction Document to a provision of the Code, 1940 Act, ERISA or the applicable UCC shall be deemed to be also a reference to any
successor provision thereto. 


        (g)  Any
reference herein to a Schedule or Exhibit to this Agreement shall be deemed to be a reference to such Schedule or Exhibit as it may be amended, modified or
supplemented from time to time to the extent that such Schedule or Exhibit may be amended, modified or supplemented (or any term or provision of any Transaction Document may be amended that would have
the effect of 


3





 




amending, modifying or supplementing information contained in such Schedule or Exhibit) in compliance with the terms of the Transaction Documents. 



        (h)  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. 


        (i)    The
words "include", "includes" or "including" shall be interpreted as if followed, in each case, by the phrase "without limitation". 


 
 

ARTICLE II
  
    ADMINISTRATION AND SERVICING OF RECEIVABLES    
  


        Section
2.01.    Appointment of Master Servicer and Local Servicers; Delegation.    (a) The Company hereby
appoints the Master Servicer to act as, and the Master Servicer hereby accepts its appointment and agrees to act as, Master Servicer under the Pooling and Servicing Agreements. The Master Servicer
shall have responsibility for the management of the servicing and receipt of Collections in respect of the Receivables originated by the Originators. The Master Servicer shall have the authority to
make any management decisions relating to each Receivable to the extent such authority is granted to the Master Servicer hereunder and under any Pooling and Servicing Agreement. Unless and until the
Master Servicer has been replaced as Master Servicer in accordance with the provisions hereof, the Company, the Trustee and the Holders shall treat the Master Servicer as Master Servicer and may
conclusively rely on the instructions, notices and reports of the Master Servicer for so long as the Master Servicer continues in its appointment as Master Servicer. 


        (b)  In
addition to the appointment of each of the Local Servicers pursuant to Section 2.01(c), and without limiting the generality of  Section 2.02 and subject to Section 6.02, the Master Servicer is hereby further authorized
and empowered to delegate or assign any or all of its servicing, collection, enforcement and administrative duties hereunder with respect to the Receivables to one or more Persons who agree to conduct
such duties in accordance with the Policies; provided, however, that, with respect to any such Person,
the Master Servicer shall give prior written notice to the Company, the Trustee, each Funding Agent and the Rating Agencies prior to any such delegation or assignment. Prior to such delegation or
assignment being effective, the Master Servicer shall have received notice that the Rating Agency Condition shall be satisfied after giving effect to such delegation or assignment and the written
consent of the Company, the Trustee and each Funding Agent to such delegation or assignment shall have been obtained. No delegation or assignment of duties by the Master Servicer permitted hereunder
shall relieve the Master Servicer of its liability and responsibility with respect to such duties. 


        (c)  In
order to perform the obligations hereunder, the Master Servicer shall appoint each Originator as a local servicer (in such capacity, "Local
Servicer") for the Receivables generated by such Originator. References to the servicing covenants, duties and obligations of the Master Servicer hereunder shall also be deemed
to refer to the Local Servicers' covenants, duties and obligations; provided, however, that in the event
that a Local Servicer shall resign or be removed from their position, unless an alternate Local Servicer can be found, the Master Servicer shall itself service the Receivables previously serviced by
such Local Servicer. 


        (d)  Each
of the Local Servicers shall manage the servicing and administration of Receivables originated by it, the collection of payments due under such Receivables, the
preparation and submission of the Originator Daily Report, and the charging off of any such Receivables as uncollectible, all in accordance with the Policies and the terms of the Pooling and Servicing
Agreements. Notwithstanding any of the foregoing or any other provision contained herein, the preparation, delivery and submission 


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of the UK Originator Daily Reports shall solely be made in accordance with the UK Receivables Purchase Agreement and in accordance with Section 4.01 of this Agreement and only the Master
Servicer will (among other things), manage the preparation and submission of the Daily Reports. 


        Section
2.02.    Servicing Procedures.    


        (a)  The
Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection
with such servicing and administration that it may deem necessary or desirable, but subject to the terms of this Agreement and the other Transaction Documents. Without limiting the generality of the
foregoing and subject to Section 6.01, the Master Servicer or its designee is hereby authorized and empowered (i) to execute and deliver,
any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of
any Receivable and to the extent permitted under and in compliance with the Policies and with applicable Requirements of Law, to commence enforcement proceedings with respect to Receivables and
(ii) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from the Securities and Exchange Commission, any state securities
authority and any foreign securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal, state or foreign securities or reporting requirements or laws. 



        (b)  Without
limiting the generality of the foregoing and subject to Section 6.02, the Master Servicer or its designee
is hereby authorized and empowered to give written direction to the Trustee with respect to transfers within and withdrawals from the Company Concentration Accounts and payments to the Company
Receipts Accounts (which directions may be in the form of a Daily Report) and as otherwise specified in the Pooling and Servicing Agreements. 


        (c)  The
Master Servicer or its designee shall, at its cost and expense and as agent for the Company, collect, and in accordance with the Policies, as and when the same
becomes due, the amount owing on each Receivable. The Master Servicer or its designee shall not make any material change in its administrative, servicing and collection systems that deviates from the
Policies, except as expressly permitted by the terms of the Pooling and Servicing Agreements and after giving written notice to the Trustee of any such change. In the event of default under any
Receivable, the Master Servicer or its designee shall have the power and authority, on behalf of the Company, to take such action in respect of such Receivable as the Master Servicer or its designee
may deem advisable. In the enforcement or collection of any Receivable, the Master Servicer or its designee shall be entitled, but not required, to sue thereon in (i) its own name or
(ii) if, but only if, the Company consents in writing (which shall not be unreasonably withheld), as agent for the Company. In no event shall the Master Servicer or its designee be entitled to
take any action that would make the Company, the Trustee, any Funding Agent or any Investor Certificateholder a party to any litigation without the express prior written consent of such Person. 


        (d)  Except
as provided in any Pooling and Servicing Agreements, neither the Master Servicer or its designee nor the Liquidation Servicer or any Successor Master Servicer
shall be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables transferred to the Company from the procedures, offices, employees and accounts
used by the Master Servicer or a Successor Master Servicer, as the case may be, in connection with servicing other receivables. 



        (e)  The
Master Servicer or its designee shall comply with and perform its servicing obligations with respect to the Receivables in accordance with the Contracts relating to
the Receivables and the Policies. 


        (f)    The
Master Servicer or its designee shall not take any action to cause any U.S. Receivable not evidenced by any "instrument" or which does not constitute "chattel paper"
(each as defined under the applicable UCC or other similar applicable law, statute or legislation) upon origination to become 


5





 




evidenced by an "instrument" or become "chattel paper" and the Master Servicer or its designee shall not take any action to cause any interest in any U.S. Receivable to be evidenced by any title
documents in bearer form, except in connection with its enforcement or collection of such Receivable. If any U.S. Receivable is evidenced by an "instrument" or "chattel paper" (as defined under the
applicable UCC), the Master Servicer or its designee shall either (i) deliver such instrument or title documents to the Trustee as soon as reasonably practicable, but in no event more than
three (3) calendar days after execution thereof or (ii) immediately stamp the Contract relating to such Receivable in red with words substantially to the following effect: "THIS
RECEIVABLE HAS BEEN PLEDGED TO J.P. MORGAN BANK (IRELAND) PLC, (F/K/A CHASE MANHATTAN BANK (IRELAND) PLC) AS TRUSTEE PURSUANT TO THE TERMS AND CONDITIONS OF THE AMENDED AND RESTATED POOLING AGREEMENT,
DATED AS OF JUNE 26, 2001, AMONG HUNTSMAN RECEIVABLES FINANCE, LLC, HUNTSMAN (EUROPE) BVBA AND J.P. MORGAN BANK (IRELAND) PLC." 


        Section
2.03.    Collections.    


        (a)  Obligors
shall have been instructed to make all payments in respect of the Receivables to one of the Collection Accounts. Each of the Company and the Master Servicer
represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in accordance with the terms of, the Pooling and Servicing Agreements. Without
limiting the generality of the foregoing, the Master Servicer shall comply with the provisions of subsection 3.01(d) of the Pooling Agreement as to
remittance of funds available in any Collection Account or Master Collection Account. All Collections in the Collection Accounts or Master Collection Accounts shall be transferred to the applicable
Company Concentration Accounts by no later than 12:30 p.m. London time on the next Business Day following the day of receipt of Collections in the Collection Accounts. In the event that any
payments in respect of any Receivable are made directly to the Master Servicer or any Local Servicer, the Master Servicer or the Local Servicer shall, within one (1) Business Day of receipt
thereof, deliver or deposit such amounts to the appropriate currency Company Concentration Account and, prior to forwarding such amounts, the Master Servicer or the Local Servicer shall hold such
payments on behalf of the Company. 


        (b)  The
Master Servicer shall administer amounts on deposit in the Collection Accounts and the Master Collection Accounts in accordance with the terms hereof and in the
Pooling and Servicing Agreements. The Trustee (at the direction of the Master Servicer) shall administer amounts on deposit in the Company Concentration Accounts in accordance with the terms of the
Pooling and Servicing
Agreements. Each of the Company and the Master Servicer acknowledges and agrees that (i) it shall not have any right to withdraw any funds on deposit in any Collection Account and the Master
Collection Account except pursuant to the terms hereof and the Pooling and Servicing Agreements and (ii) all amounts deposited in any Company Concentration Account shall be under the sole
dominion and control of the Trustee (in each case pursuant to the security interest granted by the Company under the Pooling Agreement), subject to the Master Servicer's rights to direct the
applications and transfers of any such amounts as provided by the terms of any Pooling and Servicing Agreements, such directions to be included in the Daily Report. 


        (c)  If
the Collections received in respect of a Receivable that is not set forth in a Daily Report can be identified by the Master Servicer within five (5) Local
Business Days of receipt, the Master Servicer shall send written notice to the Trustee identifying such Receivable and setting forth the amount of Collections attributable to such Receivable. If the
Trustee shall have received such written notice within five (5) Local Business Days of the Local Business Day on which such Collections have been deposited into a Collection Account, such
Collections shall be transferred to the relevant Company Receipts Account by the Trustee. If the Collections received with respect to an Excluded Receivable can be identified by the Master Servicer
immediately upon receipt of such Collections in any Collection Account, such Collections may be transferred to the relevant Company Receipts 


6





 




Account by the Trustee in accordance with the Daily Report, such transfers to be made in accordance with Section 3.01(d)(vii) of the Pooling Agreement. If the Collections with respect
to such Excluded Receivable cannot be immediately identified by the Master Servicer upon receipt, such Collections shall be allocated as set forth in subsections
3.01(d), 3.01(e), 3.01(f),  3.01(g) and 3.01(h)
 of the Pooling Agreement, as applicable. 


        (d)  The
Master Servicer hereby agrees that if the Master Servicer can attribute a Collection to a specific Obligor and a specific Receivable, then such collection shall be
applied to pay such Receivable of such Obligor; provided, however, that if the Master Servicer cannot
attribute a Collection to a specific Receivable, then such Collection shall be applied to pay the Receivables of such Obligor in the order of maturity of such Receivables, beginning with the
Receivable that has been outstanding the longest period of time and ending with the Receivable that has been outstanding the shortest period of time. 


        (e)  The
Master Servicer shall procure the Forward Rates from the FX Counterparty or the Funding Agent in order to prepare the Daily Report and the Monthly Settlement Report
and the Company shall procure the Spot Rates from the FX Counterparty or the Funding Agent in order to make the distributions from the Series Concentration Accounts set forth in Sections 3.01(d), (e),
(f), (g) and (h) of the Pooling Agreement. 


        Section
2.04.    Reconciliation of Deposits.    If in respect of Collections on account of a Receivable, the Master
Servicer deposits into a Collection Account, or a Company Concentration Account (a) a check that is not honored for any reason or (b) an amount that is less than or more than the actual
amount of such Collections, the Master Servicer shall, in lieu of making a reconciling withdrawal or deposit, as the case may be, adjust the amount subsequently deposited into such Collection Account
or Company Concentration Account to reflect such dishonored check or deposit mistake. Any Receivable in respect
of which a dishonored check is received shall be deemed not to have been paid; provided, that no adjustments made pursuant to this  Section 2.04 shall
change any amount previously reported pursuant to Section 4.02. 


        Section
2.05.    Servicing Compensation.    


        (a)  Prior
to the Liquidation Servicer Commencement Date, as compensation for the administration and servicing activities hereunder and reimbursement for the expenses set
forth in subsection 2.05(b), each Local Servicer and Master Servicer shall be entitled to receive on each Distribution Date in arrears, for the
preceding Settlement Period prior to the termination of the Trust pursuant to Section 9.01 of the Pooling Agreement, a portion (expressed as a
percentage) of a servicing fee (the "Servicing Fee"), which shall be a maximum amount equal to the product of (A) the Servicing Fee Percentage,
(B)(i) the average aggregate Principal Amount of the Receivables for such Settlement Period or (ii) with respect to the initial Accrual Period, the average aggregate Principal Amount of
the Receivables from (and including) the Series 2000-1 Issuance Date to (but excluding) the last day of the initial Settlement Period and (C) the number of days in such
Settlement Period divided by 360. The Company and the Initial Master Servicer may from time to time agree in writing to a reduced Servicing Fee. If
there is a Master Servicer Default and a Successor Master Servicer Default is appointed by the Trustee, the servicing fee for such Successor Master Servicer shall be the fee agreed upon between the
Trustee and such Successor Master Servicer; provided, however, that such servicing fee shall not exceed the maximum Servicing Fee payable hereunder to the Master Servicer. The servicing fee payable to
the Liquidation Servicer shall be the Liquidation Servicing Fee. Except as otherwise set forth in the related Supplement, the share of the Servicing Fee allocable to Certificates of each Outstanding
Series for any Settlement Period shall be an amount equal to the product of (i) the Servicing Fee for such Settlement Period and (ii) a fraction (expressed as a percentage)
(A) the numerator of which is the daily average Invested Amount for such Settlement Period with respect to such Outstanding Series and (B) the denominator of which is the daily average
Aggregate Invested Amount for such Settlement Period (with respect to any such Series, the "Monthly Servicing Fee"). The Master Servicer (acting in such
capacity) 


7





 




shall be entitled to 10% of the Servicing Fee. Each Local Servicer shall be entitled to receive a percentage of the remaining Servicing Fee in an amount equal to the percentage obtained by dividing
the aggregate Principal Amount of Eligible Receivables conveyed by such Local Servicer to the Contributor or the Company, as the case may be, by the Aggregate Receivables Amount. The Servicing Fee
shall be payable to such Local Servicers and the Master Servicer solely pursuant to the terms of, and to the extent amounts are available for payment under, Article III of the Pooling
Agreement. Any such fee which is payable to a Local Servicer belonging in the United Kingdom shall be inclusive of United Kingdom value added tax and the application of Section 89 of the United
Kingdom Value Added Tax Act 1994 shall be excluded in relation to such fee. 


        (b)  The
Company hereby directs the Master Servicer to pay amounts due to the Liquidation Servicer, in the event it has been appointed a Successor Master Servicer, including
the Liquidation Servicer's reasonable out-of-pocket expenses relating to the Liquidation Servicer's inspections, if any, of the Master Servicer's servicing facilities which
inspections shall occur not more frequently than once per calendar year (or, following the commencement and continuation of an Early Amortization Period), such inspection shall occur at the discretion
of the Liquidation Servicer. The Liquidation Servicer shall ensure that the Liquidation Servicer has (i) completed the Master Servicer Site Review and (ii) reviewed
the Master Servicer's Standby Liquidation System and confirmed to the Trustee that such system is operating to the Liquidation Servicer's satisfaction within sixty (60) days following the
Effective Date; provided, however, that in no event shall the Master Servicer or the Liquidation
Servicer, in the event it has been appointed as Successor Master Servicer, be liable for any Federal, state or local income or franchise tax, or any interest or penalties with respect thereto,
assessed on the Trust, the Trustee or the Investor Certificateholders or the Liquidation Servicer except in accordance with Section 5.02 and as
otherwise expressly provided herein. Notwithstanding anything to the contrary herein or in any other Pooling and Servicing Agreements, in the event that the Master Servicer fails to pay any amount due
to the Liquidation Servicer pursuant to Section 8.05 of the Pooling Agreement, or following the commencement and continuation (for a period
greater than any applicable grace period) of an Early Amortization Period, the Liquidation Servicer shall be entitled, in addition to any other rights it may have under law and under the Pooling
Agreement, to receive directly such amounts owing to it under the Pooling and Servicing Agreements from, and in the same order of priority as, the Servicing Fee before payment to the Master Servicer
or Local Servicer of any portion thereof. The Master Servicer shall be required to pay expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.
Nothing contained herein shall be construed to limit the obligation of the Master Servicer or the Company to pay any amounts due to the Liquidation Servicer pursuant to  Section 8.05 of the Pooling
Agreement. Other than as provided herein or in any other Transaction Document, the Trustee may not
set-off or apply funds except as permitted by Article III of the Pooling Agreement or any Supplement thereto and the Trustee hereby agrees that it shall have no right of setoff or
banker's lien against, and no right to otherwise deduct from, the Servicing Fee for any amount owed to it by the Master Servicer, in its capacities the Master Servicer or otherwise, pursuant to the
Transaction Documents. 


        Section
2.06.    Advances by the Master Servicer.    


        (a)  The
Master Servicer to the extent it determines that such Advance would be recoverable from subsequent Collections may deposit into the applicable Series Concentration
Principal Subaccounts monies in an Approved Currency in an amount equal to any projected liquidity shortfall as determined by the Master Servicer. The Master Servicer shall set forth in the Daily
Report and the Monthly Settlement Report the amount of all Servicer Advances made by the Master Servicer during the related reporting period. 


        (b)  On
each Distribution Date, the Trustee shall reimburse the Master Servicer for the Outstanding Amount Advanced in accordance with the provisions of each Supplement. 


8





 


 
 

ARTICLE III
  
    REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER,
  LOCAL SERVICERS AND THE SERVICER GUARANTOR    
  


        As of (a) the date hereof and (b) each Issuance Date, each of the Master Servicer, each Local Servicer and the Servicer Guarantor hereby severally
makes the following representations and warranties to the Company and the Trustee: 


        Section
3.01.    Organization; Powers.    It (i) is duly organized or formed, validly existing and, to the
extent applicable, in good standing under the laws of the jurisdiction of its formation or 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, to the extent applicable, 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 power and
authority to execute, deliver and perform its obligations under each of the Transaction Documents and each other agreement or instrument contemplated hereby or thereby to which it is or will be a
party. 


        Section
3.02.    Authorization; No Conflict.    The execution, delivery and performance by it of each of the
Transaction Documents to which it is a party and performance of the Transactions contemplated thereby (i) have been duly authorized by all requisite corporate and, if applicable and required,
stockholder, member or partner action as applicable and (ii) will not (A) violate (1) any Requirement of Law applicable to it or (2) any provision of any Transaction
Document or 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 its property is or may be bound, except where any such conflict, violation, breach or default referred to in
clause (A) or (B), individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect with respect to it, or (C) result in the creation or imposition of
any Lien upon the Receivables (other than Permitted Liens and any Lien created under the Transaction Documents or contemplated or permitted thereby). 



        Section
3.03.    Enforceability.    This Agreement and each other Transaction Document to which it is a party has been
duly executed and delivered by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with such document's 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). 



        Section
3.04.    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 Transactions, except for (i) the filing of UCC financing statements (or other applicable similar
filings) in any applicable jurisdictions necessary to perfect the Company's ownership interest in the Receivables and the Trust's Participation and security interest in the Receivables, and
(ii) such as have been made or obtained and are in full force and effect. 


        Section
3.05.    Litigation; Compliance with Laws.    



        (a)  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
(i) in connection with the execution and delivery of the Transaction Documents and the consummation of the Transactions contemplated thereunder or (ii) as to which there is a reasonable
possibility of an adverse 


9





 




determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to it. 



        (b)  It
is not in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be
expected to result in a Material Adverse Effect with respect to it. 


        (c)  It
is not in default under or with respect to any Requirement of Law applicable to the collection and servicing of Receivables where such default would be reasonably
likely to have a Material Adverse Effect with respect to it. 


        Section
3.06.    Agreements.    



        (a)  It
is not a party to any agreement or instrument or subject to any corporate, restriction in its organizational documents that has resulted or could reasonably be
expected to result in a Material Adverse Effect with respect to it. 


        (b)  It
is not in default in any manner under any provision of any Contractual Obligation to which it is a party or by which it or any of its properties or assets are bound,
where such default could reasonably be expected to result in a Material Adverse Effect with respect to it. 



        Section
3.07.    No Master Servicer Default.    No Master Servicer Default or Potential Master Servicer Default has
occurred and is continuing. 


        Section
3.08.    Servicing Ability.    As of the related Issuance Date, there has not been since the date of this
Agreement any adverse change in its ability to perform its obligations as Master Servicer under any Transaction Document to which it is a party. 



        Section
3.09.    Location of Records.    The office at which it keeps its records concerning any Receivables either is
located (i) at the address set forth in Schedule 5 of this Agreement or (ii) at another address of which the Master Servicer has notified the Company and the Trustee in accordance
with the provisions of Section 4.08. 


 
 

ARTICLE IV.
  
    COVENANTS OF THE MASTER SERVICER AND THE SERVICER GUARANTOR



        Section
4.01.    Delivery of Daily Reports.    Unless otherwise specified in the Supplement with respect to any
Series, on each Local Business Day and with respect to each Outstanding Series, each Originator shall deliver to the Master Servicer, a written report (an "Originator Daily
Report" or in the case of UK Originator the "UK Originator Daily Report") by 10 a.m. London time on the Local Business
Day following each date of sale or contribution of Receivables, setting forth for such date of sale or offer, as the case may be, a description of Receivables sold or offered for sale, as the case may
be, to Huntsman International or conveyed to the Company, as the case may be. In the case of the UK Originators, each UK Originator Daily Report shall be sent only to the Master Servicer at the same
time as the making of an offer in accordance with Section 2 of the UK Receivables Purchase Agreement. Notwithstanding anything to the contrary in any of the Transaction Documents, no UK
Originator Daily report shall be produced except in accordance with Section 2.1 of the UK Receivables Purchase Agreement and in accordance with this Section 4.01. The Master Servicer
shall, immediately upon receipt of such UK Originator Daily Report and the related Offer Letter (all in accordance with Section 2.1 of the UK Receivables Purchase Agreement):
(A) transmit a copy of such UK Originator Daily Report and Offer Letter to Huntsman International; (B) print out such UK Originator Daily Report and Offer Letter in full; (C) when
the printing out referred to in (B) above has been completed, notify Huntsman International that it has received a copy of such UK Originator Daily Report and the related Offer Letter and has
printed out the same in full; and (D) provide a copy of 


10





 




such notification referred to in (C) above to the Trustee and Funding Agent. No such notification shall be sent to the Company. In no event shall any Originator Daily Report be signed by any
party; provided, however that delivery of such Originator Daily Report to the Master Servicer shall
constitute a deemed representation by such Originator that such Originator Daily Report is true and correct. 


        On
each Business Day, the Master Servicer or its designee shall deliver to the Trustee, the Liquidation Servicer and each Funding Agent no later than 12:30 p.m. London time, a
written report substantially in the form attached as Exhibit B to the Pooling Agreement (the "Daily Report") setting forth, for such Business Day
the amount of Aggregate Daily Collections appearing in the Company Concentration Accounts, the amount of initial Collections received on the previous Business Day (the
"Reported Day") and appearing in the Collection Accounts; the amount of Receivables contributed by the Contributor to the Company, and for which a
Participation and security interest has been granted by the Company to the Trust; the amount of Ineligible Receivables (if any) identified on the Reported Day; the amount of Servicer Advances
deposited in the Series Principal Subaccount on such day, plus the total amount of
Servicer Advance outstanding and not yet repaid as of such date; and such other information as the Company, the Trustee or such Funding Agent may reasonably request. The Daily Report must be delivered
in an electronic format mutually agreed upon by the Master Servicer, the Liquidation Servicer, the Trustee and the Funding Agent, or if such electronic copy is not available, by facsimile (electronic
form of such Daily Report to be provided as soon as it is available). By delivery of a Daily Report, the Master Servicer shall be deemed to have made a representation and warranty that all information
set forth therein is true and correct. 


        Section
4.02.    Delivery of Monthly Settlement Report.    Unless otherwise specified in the Supplement with respect
to any Outstanding Series, the Master Servicer hereby covenants and agrees that it shall deliver to each Funding Agent, the Liquidation Servicer, the Company, the Trustee and each Rating Agency by
12:30 p.m. London time, on each Settlement Report Date, a certificate of a Responsible Officer of the Master Servicer substantially in the form of Exhibit C to the Pooling Agreement (a
"Monthly Settlement Report") setting forth, as of the last day of the Settlement Period most recently ended and for such Settlement Period, to the best
of the Master Servicer's knowledge, (a) the information described in the form of the Monthly Settlement Report including such changes as may be agreed to by the Master Servicer, the Liquidation
Servicer, the Company, the Trustee and each Funding Agent (if any) and subject to satisfaction of the Rating Agency Condition (unless a Responsible Officer of the Master Servicer certifies that such
changes could not reasonably be expected to have a material adverse effect on the interest of the Trust or the Investor Certificateholders for the applicable Series under the Transaction Documents),
(b) a list of any Obligors or Approved Obligor Countries with debt ratings that have been either reduced or withdrawn during such Settlement Period, (c) the amount of Servicer Advances
made by the Master Servicer during the related Settlement Period and the Outstanding Amount Advanced as of the end of the related Settlement Period, (d) Day Sales Outstanding for the reported
Settlement Period, provided that if the Day Sales Outstanding exceeds 60 days, a notice shall be given to the Series 2001-1 Rating Agencies and (e) such other
information as the Trustee, the Liquidation Servicer or any Funding Agent may reasonably request. Such certificate shall include a certification by a Responsible Officer of the Master Servicer
(subject to Section 8.11 hereof) that, (i) to such Responsible Officer's knowledge, the information contained therein is true and correct
in all material respects and (ii) the Master Servicer has performed all of its obligations in all material respects under each Transaction Document to which it is a party throughout such
preceding Settlement Period (or, if there has been a default in the performance of any such obligation, specifying each such default known to such Responsible Officer and the nature and status
thereof). A copy of each Monthly Settlement Report may be obtained by any Holder by a request in writing to the Trustee addressed to the Corporate Trust Office. The Monthly Settlement Report must be
delivered in an electronic format mutually agreed upon by the Master Servicer, the Trustee, the Liquidation Servicer and each Funding Agent, or if such electronic copy is not available, by facsimile
(electronic form of such Monthly Settlement Report to be provided as soon as it becomes available). 


11





 



        Section
4.03.    Delivery of Quarterly Master Servicer's Certificates.    The Master Servicer or the Servicer
Guarantor, as the case may be, shall deliver to the Company, the Trustee, each Funding Agent and each Rating Agency, subject to Section 8.11
hereof, a certificate of a Responsible Officer of the Master Servicer substantially in the form of Schedule 1 hereto, certifying that: 



        (a)  a
review of its and the Company's activities during the preceding calendar year (or in the case of the first such certificate issued after the Effective Date, during the
period from the Effective Date through and including the last day of the preceding calendar quarter), and of its performance under each Transaction Document was made under the supervision of such
Responsible Officer; 


        (b)  to
the best of such Responsible Officer's knowledge, based on such review, it and the Company have each performed their respective obligations in all material respects
under each Transaction Document throughout the period covered by such certificate (or, if there has been a material default in the performance of any such obligation, specifying each such default
known to such Responsible Officer and the nature and status thereof); and 


        (c)  to
the best of such Responsible Officer's knowledge, each Daily Report and Monthly Settlement Report was at the time when delivered correct in all material respects. 




        Such
certificate shall be delivered by the Master Servicer within 45 days after the end of each calendar year. A copy of each such certificate may be obtained by any Holder by a
request in writing to the Trustee addressed to the Corporate Trust Office. 



        Section
4.04.    Delivery of Independent Public Accountants' Letter Related to Annual Review of Originator Daily Reports, Daily Reports and Monthly
Settlement Reports.    The Master Servicer shall, at the expense of the Master Servicer cause Independent Public Accountants to furnish to the Company, the Trustee,
the Liquidation Servicer, each Funding Agent and each Rating Agency within 120 days following the last day of the Master Servicer's fiscal year, beginning with the fiscal year ending
December 31, 2000, a letter to the effect that such Independent Public Accountants have performed the agreed-upon procedures set forth in Schedule 2 hereto relating to the
(a) review of the Master Servicer's performance related to (i) the preparation of the Daily Reports and (ii) the preparation of the Monthly Settlement Reports, and
(b) review of the preparation of the Originator Daily Reports prepared by the Originators, during the preceding fiscal year and describing such accountants' findings with respect to such
procedures. A copy of such report may be obtained by any Holder by a request in writing to the Trustee addressed to the Corporate Trust Office. 


        Section
4.05.    Extension, Amendment and Adjustment of Receivables; Amendment of Policies.    


        (a)  The
Master Servicer hereby covenants and agrees with the Company and the Trustee that it shall not extend, rescind, cancel, amend or otherwise modify, or attempt or
purport to extend, rescind, cancel, amend or otherwise modify the terms of, or grant any Dilution Adjustment in respect of, any Receivable, or otherwise take any action that is intended to cause or
permit a Receivable that is an Eligible Receivable to cease to be an Eligible Receivable, except in any such case (a) (i) such cancellation, termination, amendment, modification, or waiver is
made in accordance with the Servicing Standard set forth in Section 4.12 and in accordance with terms of the Policies (and would have been made
in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such
amendment, modification or
waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial
effect on the collectability of the relevant Receivable, or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor, the Company
or any Originator, as the case may be, and the related Obligor with respect to such Receivable, provided, that in the event the Originator cancels an
invoice related to a Receivable, the Originator must make an Originator 


12





 




Dilution Adjustment Payment in accordance with Section 2.05 or the applicable corresponding section of the Origination Agreement. If the Master
Servicer or the Originator cancels an invoice related to a Receivable, either (1) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of
equal or greater Principal Amount on the same day, (2) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on
the same Business Day and the Originator must make an Originator Dilution Adjustment Payment to the Company, in an amount equal to the difference between such cancelled and replacement invoices or
(3) the Originator must make an Originator Dilution Adjustment Payment to the Company in an amount equal to the full value of such cancelled invoice pursuant to  Section 2.05 (or the applicable
corresponding section) of the Origination Agreement. Any Dilution Adjustment authorized to be made pursuant to
the preceding sentence shall result in the reduction, on the Business Day on which such Dilution Adjustment arises or is identified, in the aggregate Principal Amount of Receivables and if as a result
of such a reduction the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount, the Company (in addition to the obligations of the Originators under the related Origination
Agreement in respect of such Dilution Adjustment) will be required to pay into relevant the Series Principal Concentration Subaccount with respect to each Outstanding Series in immediately available
funds, within one (1) Business Day of such determination, the pro rata share for such Series (based on a percentage equal to the Invested Amount for such Series divided
by the Aggregate Invested Amount) of the Cash Dilution Payment. 



        (b)  The
Master Servicer shall not change or modify the Policies in any material respect, except (i) if such change or modification is necessary under any Requirement
of Law, (ii) if such change or modification would not reasonably be expected to have a Material Adverse Effect or (iii) if the Rating Agency Condition is satisfied with respect thereto;  provided that any material changes to the Policies must be approved in writing by the Company and the Funding Agent prior to such changes taking effect.
The Master Servicer shall provide notice to the Company, the Trustee, each Funding Agent, the Liquidation Servicer and each Rating Agency of any change or modification of the Policies. 



        (c)  The
Master Servicer shall perform its obligations in accordance with and comply in all material respects with the Policies. 


        Section
4.06.    Protection of Holders' Rights.    The Master Servicer hereby agrees with the Company and the Trustee
that it shall take no action, nor intentionally omit to take any action (provided that the Master Servicer shall have no obligation to make any payments
on behalf of an Obligor that has defaulted under any Receivable except to the extent otherwise required pursuant to Section 5.02) that would
reasonably be expected to result in a Material Adverse Effect under the Transaction Documents in respect of the Receivables or any Related Property, nor shall it reschedule, revise or defer payments
due on any Receivable except in accordance with the Policies or Section 4.05 above. 


        Section
4.07.    Security Interest.    The Master Servicer hereby covenants and agrees that it shall not sell, pledge,
assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any Receivable, whether now existing or hereafter created, or any
interest therein, and the Master Servicer shall defend the right, title and interest of the Company and the Trust in, to and under any Receivable, whether now existing or hereafter created, against
all claims of third parties claiming through or under the Master Servicer or the Company. 


        Section
4.08.    Location of Records.    The Master Servicer hereby covenants and agrees that it (a) shall not
move its chief executive office or any of the offices where it keeps its records with respect to any Receivables outside of the location specified in respect thereof on  Schedule 3 to the related
Origination Agreement, in any such case, without giving thirty (30) days prior written notice to the Company,
the Trustee, the Liquidation Servicer, each Funding Agent and the Rating Agencies and (b) shall promptly take all actions (including any filings under the UCC or other similar filings) 


13





 




required or reasonably necessary in order to continue the valid and enforceable interest of the Company and the Trust in all Receivables. 


        Section
4.09.    Visitation Rights.    



        (a)  The
Master Servicer shall, at any reasonable time during normal business hours on any Local Business Day and from time to time, upon reasonable prior notice, and as
often as may reasonably be requested, subject to their respective security and confidentiality requirements, (i) permit the Company, the Trustee, the Liquidation Servicer, any Funding Agent or
any of their respective agents or representatives, (A) to examine and make copies of and abstracts from its records, books of account and documents (including computer tapes and disks) relating
to the Receivables and (B) following the occurrence of a Master Servicer Default or the termination of the Master Servicer's appointment as Master Servicer to be present at its offices and
properties to administer and control the Collection of the Receivables and to allow the Trustee and the Liquidation Servicer access to documents, instruments and other records (including the
documents, instruments and other records required to be transferred to a successor pursuant to Section 6.01 upon a Master Servicer Transfer),
equipment and personnel that are necessary to enable the Liquidation Servicer or Successor Master Servicer, as applicable, to continue servicing operations in accordance with the terms of the
Transaction Documents and (ii) permit the Company, the Trustee, any Funding Agent or any of their respective agents or representatives to visit its properties to discuss its affairs, finances
and accounts relating to the Receivables or its performance hereunder or under any of the other Transaction Documents to which it is a party with any of its officers or directors and with its
independent certified public accountants. 


        (b)  The
Master Servicer shall provide the Trustee with such other information as the Trustee may reasonably request in connection with the fulfillment of the Trustee's
obligations under any Pooling and Servicing Agreements. 


        Section
4.10.    Delivery of Financial Reports.    The Master Servicer shall furnish to the Company, the Trustee, each
Funding Agent and with respect to clause (a) below, the Rating Agencies: 



        (a)  copies
of the following financial Reports, reports, notices and information; 



        (i)    within
90 days after the end of each fiscal year, the Servicer Guarantor's consolidated balance sheet and related Reports of income, stockholders' equity and cash
flows showing the consolidated financial condition of the Servicer Guarantor and its consolidated subsidiaries as of the close of such fiscal year and the consolidated results of its operations and
the operations of such subsidiaries during such year (and showing, on a comparative basis, the figures for the previous year), all audited by Independent Public Accountants and accompanied by an
opinion of such accountants (which shall not be qualified in any material respect except that qualifications relating to (i) preacquisition balance sheet accounts of Persons acquired by the
Master Servicer and (ii) Reports in reliance on another accounting firm shall be permitted) to the effect that such consolidated financial Reports fairly present in all material respects the
financial condition and results of operations of the Servicer Guarantor and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied; 


        (ii)  within
60 days after the end of each of the first three fiscal quarters of each fiscal year, the Servicer Guarantor's unaudited consolidated balance sheet and
related Reports of income, stockholders' equity and cash flows showing the consolidated financial condition of the Servicer Guarantor, each of the European Originators and each of their consolidated
subsidiaries as of the close of such fiscal quarter and the consolidated results of the Servicer Guarantor's operations and the operations of such subsidiaries during such fiscal quarter and the then
elapsed portion of the fiscal year (and showing, on a comparative basis, such information as of and for the corresponding dates and periods of the preceding fiscal year), all 




14





 






certified by a Responsible Officer of the Servicer Guarantor as fairly presenting in all material respects the consolidated financial condition and results of operations of the Servicer Guarantor and
its consolidated subsidiaries on a consolidated basis in accordance with GAAP (except for the absence of footnote disclosure) consistently applied, subject to year-end audit adjustments; 


        (iii)  within
150 days after the end of each fiscal year audited balance sheet and related reports statements of income, stockholders' equity and cash flows showing
the financial condition of the Servicer Guarantor each of its consolidated subsidiaries; 



        (iv)  within
300 days after the end of each fiscal year audited balance sheet and related reports statements of income, stockholders' equity and cash flows showing the
financial condition of each of the European Originators and each of their consolidated subsidiaries; 




        (b)  concurrently
with any delivery of financial Reports under sub-paragraph (a)(ii) above, subject to  Section 8.11 hereof, a certificate of the Responsible Officer certifying such Reports and stating to
the best of such person's knowledge
(i) no Early Amortization Event or Potential Early Amortization Event exists, or (ii) if any Early Amortization Event or Potential Early Amortization Event exists, stating the nature and
status thereof; 


        (c)  promptly
after the filing thereof, copies of any registration statement (other than the exhibits thereto and excluding any registration statements on
Form S-8 and any other registration statement relating exclusively to stock, bonus, option, 401(k) and other similar plans for officers, directors and employees) of each Originator
and the Servicer Guarantor or any of its respective Subsidiaries or Affiliates; 



        (d)  promptly
upon the furnishings thereof to the shareholders of each Originator, copies of all financial statements, financial reports and proxy statements so furnished; 


        (e)  (i) within
ten (10) days after the date of any material change in the Policies, a copy of the Policies then in effect and (ii) within ten
(10) calendar days after the date of the Master Servicer's receipt of notice of or the publication of any change in each Originator's public or private debt ratings by a Rating Agency, if any,
a written certification of such Originator's public or private debt ratings by a Rating Agency after giving effect to such change; and 



        (f)    promptly,
from time to time, such other information regarding the operations, business affairs and financial condition of each Originator, or compliance with the terms
of any Transaction Document, in each case as any Funding Agent or any Trustee may reasonably request. 




        Section
4.11.    Notices.    The Master Servicer shall furnish written notice of the following events to the Company,
the Trustee, each Funding Agent and each Rating Agency, promptly upon a Responsible Officer of such Person obtaining actual knowledge thereof: (i) the reduction or withdrawal of a relevant
applicable rating of an Obligor, an Approved Obligor Country or an Approved Currency by a Rating Agency or (ii) the occurrence of any Originator Termination Event, Potential Originator
Termination Event, Early Amortization Event, Potential Early Amortization Event, Master Servicer Default, Potential Master Servicer Default or Program Termination Event. 


        Section
4.12.    Master Servicer's Conduct.    The Master Servicer hereby agrees with the Trustee that as Master
Servicer it shall exercise the same degree of skill and care in managing the administration and servicing of the Receivables, and performing its obligations hereunder, as it would exercise if it were
the beneficial owner of all such Receivables. 


        Section
4.13.    Delivery of Information or Documents Requested by the Company.    The Master Servicer shall promptly
furnish to the Company and each other Person identified by the Company all information and
documents reasonably requested by the Company that are necessary in order for the Company to fulfill its obligations under the Transaction Documents. 


15





 


 
 

ARTICLE V
  
    OTHER MATTERS RELATING TO THE MASTER SERVICER


        Section
5.01.    Merger, Consolidation, etc.    The Master Servicer shall not enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, transfer, lease, assign or otherwise dispose of, all or substantially all of its
property, business or assets other than the assignments and transfers contemplated hereby; provided that the Master Servicer may merge into or
consolidate with any other Person or convey, sell or transfer its property, business or assets substantially as an entirety to another Person, if: 



        (a)  (i) the
Master Servicer is the surviving entity or (ii) the surviving Person (A) expressly assumes, without execution or filing of any paper or any
further act on the part of any of the parties hereto, the performance of every one of its covenants and obligations hereunder and (B) no Material Adverse Effect with respect to such Person
shall result from such merger, consolidation, sale, lease, transfer or disposal of assets; 



        (b)  subject
to Section 8.11 hereof, it has delivered to the Trustee a Responsible Officer's certificate and an Opinion
of Counsel addressed to the Trust and the Trustee (i) each stating that such consolidation, merger, conveyance or transfer complies with this  Section 5.01 and (ii) further stating in the
Responsible Officer's certificate that all conditions precedent herein provided for relating
to such transaction have been complied with; 


        (c)  such
merger, consolidation, conveyance, sale, or transfer satisfies the Rating Agency Condition; and 



        (d)  either
(x) the corporation formed by such consolidation or into which the Master Servicer is merged or the Person which acquired by conveyance or transfer the
properties and assets of the Master Servicer substantially as an entirety shall be an eligible Successor Master Servicer (taking into account, in making such determination, the experience and
operations of the predecessor Master Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Master Servicer shall have assumed the
obligations of the Master Servicer in accordance with this Agreement. 




        Section
5.02.    Indemnification of the Trust and the Trustee.    



        (a)  The
Master Servicer hereby agrees to indemnify and hold harmless each of the Company and the Trustee for the benefit of the Investor Certificateholders, and each of
their affiliates, and respective directors, managing members, officers, employees and agents and each person who controls any of them or their affiliates within the meaning of the Securities Act and
any successors thereto (a "Master Servicer Indemnified Person") from and against any loss, liability, claim, expense, damage, penalty, judgment, or
injury suffered or sustained by such Master Servicer Indemnified Person by reason of any acts, omissions or alleged acts or omissions arising out of, or relating to, the Master Servicer's or Local
Servicer's activities pursuant to any Pooling and Servicing Agreement including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses
incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the Master Servicer shall not indemnify
any Master Servicer Indemnified Person for any liability, cost or expense of such Master Servicer Indemnified Person (i) arising from a default by an Obligor with respect to any Receivable
(except that indemnification shall be made to the extent that such default arises out of the Master Servicer's failure to perform its duties or obligations as Master Servicer under this Agreement), or
(ii) to the extent that such loss, liability, claim, damage, penalty, injury, judgment, liability or expense is finally judicially determined to have resulted primarily from the gross
negligence or willful misconduct of, or willful breach of this Agreement by, such Master Servicer Indemnified Person. The provisions of this indemnity shall run directly to, and be enforceable by, the
applicable 


16





 




Master Servicer Indemnified Person and shall survive the termination, in whole or in part, of the Agreement and the resignation or removal, as applicable, of the Master Servicer. 


        (b)  In
addition to subsection (a) above, the Master Servicer shall indemnify and hold harmless each Master Servicer
Indemnified Person from and against any loss, liability, expense, damage or injury suffered or sustained by reason of a breach by the Master Servicer or Local Servicer of any covenant contained in  subsections 2.02(f)
 or (g) or Sections 4.05,  4.06, 4.07
or 4.12 that materially adversely affects the
interest of the Company, the Trust or the Investor Certificateholders under the Transaction Documents with respect to any Receivable or the collectibility of any Receivable (a
"Master Servicer Indemnification Event"), in an amount equal to the outstanding Principal Amount of such Receivable at the time of such event. Payment
shall occur on or prior to the 30th Business Day after the day such Master Servicer Indemnification Event becomes known to the Master Servicer unless such Master Servicer Indemnification Event shall
have been cured on or before such day. 


        Section
5.03.    Master Servicer Not to Resign.    The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law, and (ii) there is no
reasonable course of action that it could take to make the performance of its duties hereunder permissible under applicable law or (b) if the Master Servicer is terminated as Master Servicer
pursuant to Section 6.01 or (c) if the Master Servicer obtains the prior written consent of each Funding Agent and provides evidence that
such resignation satisfies the Rating Agency Condition; provided, however, that such resignation shall
not in any way affect the Servicer Guarantor's obligations hereunder or under any other Transaction Document. Any such determination permitting the resignation of the Master Servicer shall be
evidenced as to clause (a)(i) above by an Opinion of Counsel to such effect delivered to the Company, the Trustee and each Funding Agent. No such resignation shall become effective until
the Servicer Guarantor, or in the event of a default under the Servicing Guarantee, a Successor Master Servicer shall have assumed the responsibilities and obligations of the Master Servicer in
accordance with Section 6.02. The Trustee, the Company, each Funding Agent and each Rating Agency shall be notified of such resignation (or
termination) by the Master Servicer. 


        Section
5.04.    Access to Certain Documentation and Information Regarding the Receivables.    The Master Servicer
shall retain and hold in trust for the Company, each Originator, each Funding Agent, and the Trustee at the office of the Master Servicer all hard copies of the UK Originator Daily Reports, Originator
Daily Reports and Offers received and printed out by the Master Servicer in accordance with Sections 2.1 and 2.2 of the UK Receivables Purchase Agreement, Sections 2.1 and 2.2 of each attachment to
the Omnibus Receivables Purchase Agreement and Section 4.01 of this Agreement, and all copies and notifications received and/or sent pursuant to and in accordance with the UK Receivables
Purchase Agreement and Section 4.01 of this Agreement and such computer programs, books of account and other records as are reasonably necessary to enable the Trustee to determine at any time
the status of the Receivables and all collections and payments in respect thereof (including, without limitation, an ability to recreate records evidencing the Receivables in the event of the
destruction of the originals thereof). 


 
 

ARTICLE VI
  
    MASTER SERVICER DEFAULTS; MASTER SERVICER TERMINATION


        Section
6.01.    Master Servicer Defaults.    If any one of the following events (a "Master
Servicer Default") shall occur and be continuing: 



        (a)  failure
by the Master Servicer to deliver within one (1) Business Day of when due, any Daily Report or, within three (3) Business Days of when due, any
Monthly Settlement Report, in each case conforming in all material respects to the requirement of Section 4.01 or  4.02; 



17





 

        (b)  failure
by the Master Servicer or Local Servicer to pay any amount required to be paid by it under any Pooling and Servicing Agreement (which, with respect to the Local
Servicer, has not been paid by the Master Servicer) or to give any direction with respect to the allocation or transfer of funds under any Pooling and Servicing Agreement, on the date such payment is
due or such allocation or transfer is required to be made; 


        (c)  failure
on the part of the Master Servicer or Local Servicer duly to observe or to perform in any material respect any other of their respective covenants or agreements
set forth in any Pooling or Servicing Agreement that has a Material Adverse Effect on the Holders of any Outstanding Investor Certificates and that continues unremedied until five (5) Business
Days after the earlier of (i) the date on which 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 (A) to the Master Servicer by the Company or the Trustee, or (B) to the Company, the Trustee and to the Master Servicer by
Holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Funding Agent; provided that if such failure may be
cured and the Master Servicer or the Servicer Guarantor is diligently pursuing such cure, such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; and  provided, further, that no Master Servicer Default shall be deemed to occur under this subsection with
respect to a failure on the part of the Master Servicer if the Master Servicer shall have complied with the provisions of Section 5.02(b) with
respect thereto; 


        (d)  any
representation, warranty or certification made by the Master Servicer, Local Servicer or Servicer Guarantor herein or in any Pooling or Servicing Agreement or in any
certificate delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made, which incorrectness has a Material Adverse Effect on the Holders of any
Outstanding Investor Certificates or on the collectibility of the Receivables as a whole and which Material Adverse Effect continues unremedied until five (5) Business Days after the earlier of
(i) the date on which a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) the date on which written notice thereof, requiring the same to be remedied,
shall have been given (A) to the Master Servicer by the Company or the Trustee, or (B) to the Company, to the Trustee and to the Master Servicer by Holders of Investor Certificates
evidencing 25% or more of the Aggregate Invested Amount; provided, that if such incorrectness may be cured and the Master Servicer is diligently
pursuing such cure, such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; 


        (e)  an
Insolvency Event shall have occurred with respect to the Master Servicer or the Servicer Guarantor; 


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


        (g)  any
of this Agreement, the Pooling Agreement, the Supplement or the Origination Agreements shall cease, for any reason, to be in full force and effect, or the Company,
the Master Servicer, any Local Servicer or any Affiliate of any of the foregoing, shall so assert in writing; 


        (h)  any
action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced
or filed by or before any arbitrator, court or Governmental Authority against the Company, the Master Servicer or Local Servicer or any properties, revenues or rights of any thereof which could
reasonably be expected to have a Material Adverse Effect on the Holders of any Outstanding Series of Investor Certificates; or 


        (i)    the
Servicer Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any of its outstanding
Indebtedness or 



18





 





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
Series 2002-1 Early Amortization 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 $20,000,000; 


then,
in the event of any Master Servicer Default, so long as the Master Servicer Default shall not have been remedied (or waived in accordance with the terms of the Transaction Documents), the
Trustee may, and at the written direction of the Holders of Investor Certificates evidencing more than 50% of the Aggregate Invested Amount voting as a single class, the Trustee shall, by notice then
given in writing to the Master Servicer, each Funding Agent and to each Rating Agency (a "Termination Notice"), terminate all or any part of the rights
and obligations of the Master Servicer and each Local Servicer hereunder and under the Pooling Agreement and Servicing Agreements (other than rights and obligations of the Master Servicer under the
Pooling and Servicing Agreements existing prior to a Master Servicer Default); provided that so long as an Affiliate of the Company is the Master
Servicer, unless otherwise designated in writing by the Company to the Trustee, any act or omission of the Master Servicer shall not constitute a Master Servicer Default hereunder if and to the extent
that such act or omission results only in a failure to transfer to the Company Receipts Account (or otherwise to pay to the Company) any amount which should have been so transferred (or paid).
Notwithstanding anything to the contrary in this Section 6.01, a delay in or failure of performance referred to under clause (a) or
(b) above for a period of five (5) Business Days after the applicable grace period shall not constitute a Master Servicer Default, if such delay or failure could not have been prevented
by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by a Force Majeure Delay with respect to the Master Servicer. After receipt by the Master Servicer
of a Termination Notice or delivery by the Master Servicer of a Resignation Notice, on the date that the Liquidation Servicer or the Successor Master Servicer, as applicable, shall have been appointed
by the Trustee pursuant to Section 6.02, all authority and power of the Master Servicer and each Local Servicer under any Pooling and Servicing
Agreement to the extent specified in such Termination Notice shall pass to and be vested in the Liquidation Servicer (a "Service Transfer") or the
Successor Master Servicer, as applicable, and, without limitation, the Trustee is hereby directed, authorized and empowered (upon the failure of the Master Servicer to cooperate) to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the refusal of the Master Servicer to execute or to
deliver such documents or instruments, and to do and to accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer and the Trustee shall incur no
liability in connection with effecting such Service Transfer. The Master Servicer and each Local Servicer agrees to cooperate with the Company, the Trustee and or the Liquidation Servicer or the
Successor Master Servicer, as applicable, in effecting the termination of the responsibilities and rights of the Master Servicer and each Local Servicer to conduct their duties hereunder, including,
without limitation, the transfer to the Liquidation Servicer or the Successor Master Servicer, as applicable, of all authority of the Master Servicer and each Local Servicer to service the
Receivables, provided for under the Pooling and Servicing Agreements (including without limitation, all authority over all Collections that shall on the date of transfer be held by the Master Servicer
for deposit, or that have been deposited by the Master Servicer, in any Collection Account, Master Collection Account or Company Concentration Account or that shall thereafter be received
with respect to the Receivables), and in assisting the Liquidation Servicer or the Successor Master Servicer, as the case may be. Upon a Service Transfer, the terminated Master Servicer and each Local
Servicer shall promptly (x) assemble all of its documents, instruments and other records (including credit files, licenses (to the extent transferable), rights, copies of all relevant computer
programs and any necessary licenses (to the 



19





 





extent transferable) for the use thereof, related material, computer tapes, disks, cassettes and data) that (i) evidence or record Receivables which are the subject of the Participation and
(ii) are otherwise necessary to enable the Liquidation Servicer or the Successor Master Servicer, as the case may be, to coordinate servicing of all such Receivables and to prepare and deliver
Daily Reports and Monthly Settlement Reports, (iii) are otherwise necessary to enable the Liquidation Servicer or the Successor Master Servicer, as the case may be, to effect the immediate
Collection of such Receivables, with or without the participation of an Originator or the Master Servicer and (y) deliver to the extent permitted by law or license (to the extent transferable)
the use of all of the foregoing documents, instruments and other records to such Liquidation Servicer or the Successor Master Servicer, as the case may be, at a place designated by such Liquidation
Servicer or the Successor Master Servicer, as the case may be; provided, however, that the Master
Servicer shall not be required, to the extent it has an ownership interest in any electronic records, computer software or licenses, to transfer, assign, set-over or otherwise convey such
ownership interests to the Liquidation Servicer or the Successor Master Servicer, as the case may be. In recognition of the terminated Master Servicer's need to have access to any such documents,
instruments and other records that may be transferred to the Liquidation Servicer or the Successor Master Servicer, as the case may be, hereunder, whether as a result of its continuing responsibility
as a servicer of accounts receivable that are not the subject of the Participation or otherwise, such Liquidation Servicer or Successor Master Servicer, as the case may be, shall provide to such
terminated Master Servicer reasonable access to such documents, instruments and other records transferred by such terminated Master Servicer to it in connection with any activity arising in the
ordinary course of the terminated Master Servicer's business; provided that the terminated Master Servicer shall not disrupt or otherwise interfere with
the Liquidation Servicer's or the Successor Master Servicer's, as the case may be, use of and access to such documents, instruments and other records. To the extent that compliance with this  Section 6.01 shall require the terminated Master Servicer to disclose to such Successor Master Servicer information of any kind that the
terminated Master Servicer reasonably deems to be confidential, the Liquidation Servicer or the Successor Master Servicer, as the case may be, shall be required to enter into such customary licensing
and confidentiality agreements as the terminated Master Servicer shall reasonably deem necessary to protect its interests. All costs and expenses incurred by the terminated Master Servicer and the
Trustee in connection with any Service Transfer shall be for the account of the terminated Master Servicer and to the extent any costs or expenses incurred by the Trustee are not so paid, the Trustee
shall be entitled to be paid such items from amounts that would otherwise be distributable to the Company under Article III of the Pooling Agreement. 




        Section
6.02.    Trustee To Act; Appointment of Successor.    


        (a)  Upon
(i), in the case of a termination of the Master Servicer, the receipt by the Master Servicer of a Termination Notice pursuant to Section 6.01 or (ii), in the
case of a resignation of the Master Servicer, notification by the Master Servicer to the Trustee, the Company, each Funding Agent and each Rating Agency in writing of its resignation pursuant to
Section 5.03 (the "Resignation Notice"), the Master Servicer shall continue to perform all servicing functions under the Pooling and Servicing Agreements until (1) in the case of a
termination of the Master Servicer, the earlier of (A) the date on which the
appointment of the Liquidation Servicer as Successor Master Servicer has been activated and (B) the date occuring five (5) Business Days after delivery of the Termination Notice by the
Trustee to the Master Servicer or, (2) in the case of a resignation of the Master Servicer, the earlier of (X) the date on which a Successor Master Servicer accepts its appointment and
(Y) 60 days after the delivery of such Resignation Notice, as the case may be. In the case of a resignation of the Master Servicer, upon the receipt by the Trustee of a Resignation
Notice, the Trustee shall endeavor to appoint an eligible Successor Master Servicer subject to satisfaction of the Rating Agency Condition (the "Successor Master Servicer") and such Successor Master
Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. 


20





 



        (b)  In
the case of a resignation of the Master Servicer, in the event that a Successor Master Servicer has not been appointed or has not accepted its appointment at the time
when the Master Servicer ceases to act as Master Servicer and in the case of the termination of the Master Servicer, the Trustee, without further action, shall in each case notify the Liquidation
Servicer (in the case of a termination, concurrent with giving the Termination Notice) to activate the commencement of servicing by the Liquidation Servicer and to establish the Liquidation Servicer
Commencement Date. 


        (c)  Upon
its appointment, the Successor Master Servicer shall be the successor in all respects to the Master Servicer and each Local Servicer with respect to servicing
functions under the Pooling and Servicing Agreements (with such changes as are agreed to between such Successor Master Servicer and the Company (with the consent of the Rating Agencies) or the Company
and the Trustee) and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, and all references in any
Pooling or Servicing Agreement to the Master Servicer shall be deemed to refer to such Successor Master Servicer. The Successor Master Servicer shall not be liable for, and the replaced Master
Servicer shall indemnify the Successor Master Servicer against costs incurred by the Successor Master Servicer as a result of, any acts or omissions of such replaced Master Servicer or any events or
occurrences occurring prior to the Successor Master Servicer's acceptance of its appointment as successor to the Master Servicer. Any Successor Master Servicer shall manage the servicing and
administration of the Receivables in accordance with the Policies and the terms of the Pooling and Servicing Agreements. 


        (d)  The
Company and the Trustee hereby agree that the Successor Master Servicer shall receive the Servicing Fee as its servicing compensation and that the Trustee shall not
be liable for any Servicing Fee differential as a result of the Master Servicer fulfilling its obligations hereunder. 


        Section
6.03.    Waiver of Past Defaults.    Holders of Investor Certificates evidencing more than 51% of the
Aggregate Invested Amount may waive any continuing default by the Master Servicer or the Company in the performance of its respective obligations hereunder and its consequences, except a default in
the failure to make any required deposits or payments in respect of any Series of Investor Certificates, which shall require a waiver by the Holders of all of the affected Investor Certificates. Upon
any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of the Pooling and Servicing Agreements.
No such
waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. The Company and the Master Servicer shall provide notice to each
Rating Agency of any such waiver. 


 
 

ARTICLE VII
  
    GUARANTY


        Section
7.01.    Guaranty.    In order to induce the Company and the Trustee to execute and deliver this Agreement,
and in consideration thereof, the Servicer Guarantor hereby (i) unconditionally and irrevocably guarantees to the Company and the Trustee the obligations of the Master Servicer and each Local
Servicer to perform all of the terms, conditions, covenants and agreements to be made by the Master Servicer and each Local Servicer under this Agreement, the Pooling Agreement or the Origination
Agreements, (ii) agrees to cause the Master Servicer and each Local Servicer to perform and observe duly and punctually all of the foregoing, and (iii) agrees that, if for any reason
whatsoever the Master Servicer and each Local Servicer fails to so perform and observe such terms, conditions, covenants and agreements, the Servicer Guarantor will duly and punctually perform and
observe the same (the obligations referred to in clauses (i) through (iii) above are collectively
referred to as the "Guaranteed Obligations"). The liabilities and obligations of the Servicer Guarantor under the guaranty contained in this
Article VII (this "Guaranty") will be absolute and unconditional under all circumstances. Notwithstanding anything to the contrary contained
herein, the Company and the 


21





 


Trustee acknowledge and agree that this Guaranty shall be a guaranty of performance and not of payment. 


        Section
7.02.    Scope of Guarantor's Liability.    The Guaranteed Obligations are independent of the obligations of
the Master Servicer, any other guarantor or any other Person, and the Company and the Trustee may enforce any of their rights hereunder independently of any other right or remedy that the Company and
the Trustee may at any time hold with respect to their Guaranteed Obligations or any security or other guaranty therefor. Without limiting the generality of the foregoing, the Company and the Trustee
may bring a separate action against the Servicer Guarantor without first proceeding against the Master Servicer or any Local Servicer, any other guarantor or any other Person, and regardless of
whether the Master Servicer or any other guarantor or any other Person is joined in any such action. The Servicer Guarantor's liability hereunder shall at all times remain effective with respect to
Guaranteed Obligations and the obligations of the Master Servicer and each Local Servicer under the Pooling Agreement, notwithstanding any limitations on the liability of any Master Servicer or any
Local Servicer to the Company and the Trustee contained in any of the Transaction Documents or elsewhere. The Company and the Trustee's rights hereunder shall not be exhausted by any action taken by
the Company and the Trustee until all Guaranteed Obligations have been fully performed. 


        Section
7.03.    The Company and the Trustee's Right to Amend this Agreement.    The Servicer Guarantor authorizes the
Company and the Trustee, at any time and from time to time without notice and, subject
to the provisions of Section 6.03, without affecting the liability of the Servicer Guarantor hereunder, to: (a) alter the terms of all or
any part of the Guaranteed Obligations; (b) waive, release, terminate, abandon, subordinate and enforce all or any part of the Guaranteed Obligations and any security or guaranties therefor,
(c) release the Master Servicer, any guarantor or any other Person from any personal liability with respect to all or any part of the Guaranteed Obligations; and (d) assign its rights
under this Guaranty in whole or in part. 


        Section
7.04.    Waiver of Certain Rights by Guarantor.    The Servicer Guarantor hereby waives each of the following
to the fullest extent allowed by law: 



        (a)  any
defense based upon: 



        (i)    any
act or omission of the Company and the Trustee or any other Person that directly or indirectly results in the discharge or release of any of the Master Servicer or
any other Person or any of the Guaranteed Obligations or any security therefor; or 


        (ii)  any
disability or any other defense of the Master Servicer with respect to the Guaranteed Obligations, whether consensual or arising by operation of law or any
bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; 




        (b)  any
right (whether now or hereafter existing) to require the Company and the Trustee, as a condition to the enforcement of this Guaranty, to proceed against the Master
Servicer; 


        (c)  presentment,
demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; and 



22











  




        (d)  all
other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Servicer Guarantor hereunder in respect of the Guaranteed
Obligations. 




        Section
7.05.    Master Servicer's Obligations to Guarantor and Guarantor's Obligations to Master Servicer
Subordinated.    Until all of the Guaranteed Obligations have been performed, the Servicer Guarantor agrees that all existing and future obligations of the Master
Servicer or Local Servicer to the Servicer Guarantor or the Servicer Guarantor to the Master Servicer or Local Servicer shall be and hereby are expressly subordinated to the full performance of the
Guaranteed Obligations, on the terms set forth in clauses (a) through (d) below, and the performance
thereof is expressly deferred in right to the full performance of the Guaranteed Obligations. 



        (a)  The
Servicer Guarantor authorizes and directs the Master Servicer and each Local Servicer and each of the Company and the Trustee authorizes and directs the Servicer
Guarantor to take such action as may be necessary or appropriate to effectuate and maintain the subordination provided herein. 


        (b)  No
right of any holder of the Guaranteed Obligations to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure
to act on the part of the Servicer Guarantor, the Company and the Trustee or any other Person or by any noncompliance by the Servicer Guarantor, the Trustee, the Company and the Trustee or any other
Person with the terms, provisions and covenants hereof or of the Transaction Documents regardless of any knowledge thereof that any such holder of the Guaranteed Obligations may have or be otherwise
charged with. 


        (c)  Nothing
express or implied herein shall give any Person other than the Master Servicer, the Company, the Trustee, and the Servicer Guarantor any benefit or any legal or
equitable right, remedy or claim hereunder. 


        (d)  If
the Servicer Guarantor shall institute or participate in any suit, action or proceeding against the Company or the Trustee or the Company or the Trustee shall
institute or participate in any suit, action or proceeding against the Servicer Guarantor, in violation of the terms hereof, the Company or the Trustee or the Servicer Guarantor, as the case may be
may interpose as a defense or dilatory plea this subordination, either the Company or the Trustee are irrevocably authorized to intervene and to interpose such defense or plea in their name or in the
name of the Company or the Trustee, or the Servicer Guarantor, as the case may be. 




        Section
7.06.    Guarantor to Pay the Company and the Trustee's Expenses.    The Servicer Guarantor agrees to pay to
the Company and the Trustee, on demand, all reasonable costs and expenses, including attorneys' fees, incurred by the Company and the Trustee in exercising any right, power or remedy conferred by this
Guaranty, or in the enforcement of this Guaranty, whether or not any action is filed in connection therewith. Until paid to the Company and the Trustee, such amounts shall bear interest, commencing
with the Company and the Trustee's demand therefor, for each Settlement Period during the period from the date of such demand until paid, at a rate equal to One-Month LIBOR plus 1.00%
(calculated on the basis of a 360-day year). 


        Section
7.07.    Reinstatement.    This Guaranty shall continue to be effective or be reinstated, as the case may be,
and the rights of the Company and the Trustee shall continue, if at any time performance of the General Obligations is discontinued by the Servicer Guarantor upon an event of bankruptcy, dissolution,
liquidation or reorganization of the Company, the Trustee, the Servicer Guarantor, any other guarantor or any other Person or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for the foregoing, or any substantial part of their respective property, or they become otherwise insolvent. 


23





 


 
 

ARTICLE VIII    
    
    MISCELLANEOUS PROVISIONS



        Section
8.01.    Amendment.    This Agreement may only be amended, supplemented or otherwise modified from time to
time if such amendment, supplement or modification is effected in accordance with the provisions of Section 10.01 of the Pooling Agreement. 


        Section
8.02.    Termination.    



        (a)  The
respective obligations and responsibilities of the parties hereto shall terminate on the Trust Termination Date (unless such obligations or responsibilities are
expressly stated to survive the termination of this Agreement). 


        (b)  All
authority and power granted to the Master Servicer under any Pooling or Servicing Agreement shall automatically cease and terminate on the Trust Termination Date,
and shall pass to and be vested in the Company and, without limitation, the Company is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer as
attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such
transfer of rights from and after the Trust Termination Date. The Master Servicer shall cooperate with the Company in effecting the termination of its responsibilities and rights to conduct servicing
of the Receivables on their respective behalf. The Master Servicer shall transfer all of its records relating to the Receivables to the Company in such form as the Company may reasonably request and
shall transfer all other records, correspondence and documents to the Company in the manner and at such times as the Company will reasonably request. To the extent that compliance with this  subsection 8.02(b) shall require the Master Servicer to disclose to the Company information of any kind that the Master Servicer deems to be
confidential, the Company will be required to enter into such customary licensing and confidentiality agreements as the Master Servicer shall reasonably deem necessary to protect its interests. 



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


        Section
8.04.    WAIVER OF TRIAL BY JURY AND SUBMISSION TO JURISDICTION.    


        (a)  THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES
FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS PLACEMENT AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SERVICING
AGREEMENT.


        (b)  ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
NEW YORK, AND BY EXECUTION AND 


24





 




DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, OR ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER
MEANS PERMITTED BY NEW YORK LAW. 


        (c)  THE
PROVISIONS OF THIS SECTION 8.04 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, IN WHOLE OR IN PART, AND THE
ISSUANCE, PAYMENT AND DELIVERY OF THE CERTIFICATES. 


        Section
8.05.    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 delivered by hand, or three days after
being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as set forth in Section 10.05 of the
Pooling Agreement or Section 8.08 of the related Origination Agreement, or to such other address as may be hereafter notified by the respective
parties hereto. 


        Section
8.06.    Counterparts.    This Agreement may be executed in two or more counterparts (and by different parties
on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this
Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 


        Section
8.07.    Third-Party Beneficiaries.    This Agreement shall inure to the benefit of and be binding upon the
parties hereto and the Investor Certificateholders and their respective successors and permitted assigns. Except as provided in this Article VIII, no other person shall have any right or
obligation hereunder. 


        Section
8.08.    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. This Agreement may not be modified,
amended, waived, or supplemented except as provided herein. 



        Section
8.09.    Headings.    The headings herein are for purposes of reference only and shall not otherwise affect
the meaning or interpretation of any provision hereof. 


        Section
8.10.    No Set-Off.    Except as expressly provided in this Agreement, each of the Master
Servicer and the Servicer Guarantor agrees that it shall have no right of set-off or banker's lien against, and no right to otherwise deduct from, any funds held in any Collection Account,
Master Collection Accounts or Company Concentration Accounts for any amount owed to it by the Company, the Trust, the Trustee or any Holder. 



        Section
8.11.    No Bankruptcy Petition.    


        (a)  The
Servicer Guarantor hereby covenants and agrees that solely in its capacity as a creditor of the Company it shall not institute against, or join any other Person in
instituting against the Company any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or 


25





 




other proceedings (including, but not limited to, petitioning for the declaration of the Company's assets en désastre) under any
Applicable Insolvency Laws. 


        (b)  The
Master Servicer hereby covenants and agrees that solely in its capacity as a creditor of the Company it shall not institute against, or join any other Person in
instituting against the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings (including, but not limited to, petitioning for the declaration
of the Company's assets en désastre) under any Applicable Insolvency Laws. 



        (c)  Notwithstanding
anything elsewhere herein, the sole remedy of the Trust, the Trustee, the Holders, the Master Servicer and the Servicer Guarantor or of 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. Neither the Trust, the
Trustee, the Holders, the Master Servicer and the Servicer Guarantor, 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. 



        Section
8.12.    Responsible Officer Certificates; No Recourse.    Any certificate executed and delivered by a
Responsible Officer of the Master Servicer or the Servicer Guarantor, as the case may be 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 Master Servicer or the Servicer Guarantor, and such Responsible Officer will not be subject to personal liability as to the
matters contained in the certificate. A director, officer, employee or shareholder, as such, of the Master Servicer, the Servicer Guarantor or the Company shall not have liability for any obligation
of the Master Servicer, the Servicer Guarantor or the Company (as the case may be) 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 shareholder. 


        Section
8.13.    Consequential Damages.    In no event shall the Master Servicer or The Trustee be liable for special,
indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if it has been advised of the likelihood of such loss or damage and regardless of
the form of action. 


26





 

        IN
WITNESS WHEREOF, the Company, the Servicer Guarantor, the Master Servicer, each of the Local Servicers and the Trustee have caused this Agreement to be duly executed by their
respective officers as of the day and year first above written. 



	 	 	HUNTSMAN RECEIVABLES FINANCE LLC,

as Company,
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      
 Name: Sean Douglas

Title: Vice President
	

 	
 	

HUNTSMAN (EUROPE) BVBA,

as Master Servicer,
	

 	
 	

By:	
 	

/s/  CHRISTOPHE STRUYVELT      
 Name: Christophe Struyvelt

Title: Director
	

 	
 	

HUNTSMAN INTERNATIONAL LLC,

as Local Servicer,
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      
 Name: Sean Douglas

Title: Vice President and Treasurer
	

 	
 	

TIOXIDE AMERICAS, INC.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  L. RUSSELL HEALY      
 Name: L. Russell Healy

Title: Vice President and Treasurer
	

 	
 	

HUNTSMAN PROPYLENE OXIDE LTD.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      
 Name: Sean Douglas

Title: Vice President
	

 	
 	

HUNTSMAN INTERNATIONAL FUELS L.P.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      
 Name: Sean Douglas

Title: Vice President






[SIGNATURE
PAGE TO THE AMENDED AND RESTATED SERVICING AGREEMENT] 


27





 


	 	 	HUNTSMAN HOLLAND B.V.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  ERIK BARENTS      
 Name: Erik Barents

Title: Managing Director
	

 	
 	

TIOXIDE EUROPE LIMITED,

as Local Servicer
	

 	
 	

By:	
 	

/s/  DUNCAN EMERSON      
 Name: Duncan Emerson

Title: Director
	

 	
 	

HUNTSMAN PETROCHEMICALS (UK) LIMITED,

as Local Servicer
	

 	
 	

By:	
 	

/s/  DUNCAN EMERSON      
 Name: Duncan Emerson

Title: Director
	

 	
 	

TIOXIDE EUROPE SRL,

as Local Servicer
	

 	
 	

By:	
 	

/s/  KATIE REGAN      
 Name: Katie Regan

Title: Legal Counsel
	

 	
 	

HUNTSMAN SURFACE SCIENCES ITALIA SRL,

as Local Servicer
	

 	
 	

By:	
 	

/s/  KATIE REGAN      
 Name: Katie Regan

Title: Legal Counsel
	

 	
 	

HUNTSMAN PATRICA S.R.L.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  KATIE REGAN      
 Name: Katie Regan

Title: Legal Counsel






[SIGNATURE
PAGE TO THE AMENDED AND RESTATED SERVICING AGREEMENT] 


28





 


	 	 	TIOXIDE EUROPE S.L.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  KATIE REGAN      
 Name: Katie Regan

Title: Legal Counsel
	

 	
 	

HUNTSMAN SURFACE SCIENCES IBÉRICA, S.L.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  KATIE REGAN      
 Name: Katie Regan

Title: Legal Counsel
	

 	
 	

TIOXIDE EUROPE SAS,

as Local Servicer
	

 	
 	

By:	
 	

/s/  KATIE REGAN      
 Name: Katie Regan

Title: Legal Counsel
	

 	
 	

HUNTSMAN SURFACE SCIENCES (FRANCE) S.A.S.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  KATIE REGAN      
 Name: Katie Regan

Title: Legal Counsel
	

 	
 	

HUNTSMAN SURFACE SCIENCES UK LTD,

as Local Servicer
	

 	
 	

By:	
 	

/s/  GABRIEL KOW      
 Name: Gabriel Kow

Title: President
	

 	
 	

HUNTSMAN ETHYLENEAMINES LTD.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      
 Name: Sean Douglas

Title: Vice President
	

 	
 	

J.P. MORGAN BANK (IRELAND) plc,

not in its individual capacity but solely as Trustee
	

 	
 	

By:	
 	

/s/  DEAN FLETCHER      
 Name: Dean Fletcher

Title: Director






[SIGNATURE
PAGE TO THE AMENDED AND RESTATED SERVICING AGREEMENT] 


29





 


	 	 	HUNTSMAN INTERNATIONAL LLC,

as Servicer Guarantor
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      
 Name: Sean Douglas

Title: Vice President and Treasurer
	

 	
 	

PRICEWATERHOUSECOOPERS,

as Liquidation Servicer
	

 	
 	

By:	
 	

/s/  C.J. ROBERTS      
 Name: C.J. Roberts

Title: Director






[SIGNATURE
PAGE TO THE AMENDED AND RESTATED SERVICING AGREEMENT] 


30






  



 
 

SCHEDULE 1 to the
  Servicing Agreement    
  


 
 

Form of Quarterly Master Servicer's Certificate    
  


(As
required to be delivered within 45 days after the end

of each calendar year of the Master Servicer

pursuant to Section 4.03 of the

Servicing Agreement referred to below) 




HUNTSMAN
MASTER TRUST 





        The
undersigned, a duly authorized representative of Huntsman (Europe) BVBA, as Master Servicer and Huntsman International as Servicer Guarantor pursuant to (a) the Pooling
Agreement, dated as of December 21, 2000 (as amended, supplemented or otherwise modified from time to time, the "Pooling Agreement"), by and
among Huntsman Receivables Finance LLC (the "Company"), Huntsman
(Europe) BVBA, as Master Servicer and J.P. Morgan Bank (Ireland) plc (f/k/a Chase Manhattan Bank (Ireland) plc), as Trustee (the "Trustee") and
(b) the Amended and Restated Servicing Agreement, dated as of October 21, 2002 by and among the Company, the Master Servicer, the Local Servicers (as specified therein), the Guarantor
and the Trustee (as amended, supplemented or otherwise modified from time to time, the "Servicing Agreement"); the Pooling Agreement and the Servicing
Agreement, collectively, the "Pooling and Servicing Agreements"), does hereby certify that: 



        1.    Huntsman
(Europe) BVBA is, as of the date hereof, the Master Servicer under the Pooling and Servicing Agreements. 


        2.    The
undersigned is duly authorized pursuant to the Pooling and Servicing Agreements to execute and deliver this Certificate to the Trustee. 


        3.    A
review of the activities of the Master Servicer and the Company during the calendar quarter ended [                        ], and
of their respective
performance under each Transaction Document was conducted under my supervision. 


        4.    Based
on such review, to my knowledge, the Master Servicer and the Company have performed in all material respects all their respective obligations under each Transaction
Document and no material default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 



        5.    The
following is a description of all material defaults in the performance of the Master Servicer and the Company under the provisions of the Transaction Documents known
to us to have been made during the calendar quarter ended [                        ], which sets forth in detail (i) the
nature of each such default, (ii) the action taken
by the Master Servicer and/or the Company, if any, to remedy each such default and (iii) the current status of each default: 




[If
applicable, insert "None."] 



        6.    The
following is a description of each material inaccuracy known to us to exist in any Daily Report and/or Monthly Settlement Report during the calendar year ended
[                        ]. 




Capitalized
terms used in this certificate have the meanings ascribed to them in the Pooling and Servicing Agreements. 


Schedule 1-1





 

        IN
WITNESS WHEREOF, the undersigned has duly executed this Certificate this    day of                        ,
200 . 



	

 	
 	

By:	
 	

    
 Name:

Title:




Schedule 1-2






  



 
 

SCHEDULE 2 to the
  Servicing Agreement    
  


 
 

Form of Annual Agreed-Upon Procedures for Auditing the Originator Report Daily
  Report and Monthly Settlement Report    
  


[Date]



Mr. Russell
Healy

Huntsman (Europe) BVBA

Everslaan 45

B-3078 Everberg, Belgium 



Dear
Mr. Healy: 


        This
letter confirms our engagement to perform certain agreed-upon procedures with respect to Huntsman (Europe) BVBA (the "Company") and JPMorgan Chase's (Chase) evaluation
of the compliance of the Company with the servicing agreement between the Company, Huntsman Receivables Finance LLC, Tioxide Americas, Inc., Huntsman Holland B.V., Tioxide Europe Limited,
Huntsman Petrochemicals LLC, Huntsman Petrochemicals (UK) Limited, Tioxide Europe SRL, Huntsman Surface Sciences Italia SRL, Huntsman Patrica S.R.L., Tioxide Europe S.L., Huntsman Surface Sciences
Ibérica, S.L., Tioxide Europe SAS, Huntsman Surface Sciences (France) S.A.S., Huntsman Surface Sciences UK Ltd. and Huntsman Ethyleneamines Ltd., Chase,
PriceWaterhouseCoopers, and Huntsman International LLC dated [date] (the "Servicing Agreement"). 


        This
engagement to perform agreed-upon procedures will be performed in accordance with standards established by the American Institute of Certified Public Accountants,
subject to the terms and conditions set forth herein. The specific procedures that we are to perform are set forth in the accompanying appendix. These procedures have been established based on
discussions with you, and the sufficiency of the procedures is solely the responsibility of the Company and Chase, as discussed below. In addition, these procedures may be changed or modified by
mutual agreement if, for example, unforeseen circumstances arise. We will promptly discuss any such circumstances with the Company and Chase and, likewise, the Company and Chase agree to promptly
notify Deloitte & Touche LLP ("D&T") if modifications to the procedures are requested. 


Acknowledgments and Agreements  


        The Company and Chase each specifically acknowledges and agrees to the following: 



	•
	The
performance of the agreed-upon procedures will not constitute an audit made in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion on the elements, accounts, or items of a financial statement. Therefore, D&T will not be in a position to express, and will not express, an opinion,
or any other form of assurance, with respect to any matters, as a result of performing the agreed-upon procedures.



	•
	The
agreed-upon procedures that D&T is to perform at the request of the Company and Chase, and with the agreement of D&T, are limited in nature
and do not comprehend all matters relating to the Servicing Agreement that might be pertinent or necessary to the Company's and Chase's evaluation of the Company's compliance with the terms of the
Servicing Agreement.



	•
	D&T's
report will not extend to any financial statements of the Company or its internal control, taken as a whole, for any date or period.



	•
	The
nature, scope, and design of the agreed-upon procedures that D&T is requested to perform are solely the responsibility of the Company and
Chase]. Furthermore, D&T has no 



Schedule 2-1





 


responsibility
to advise the Company or Chase] of other procedures that might be performed and makes no representations as to the sufficiency of such procedures for the purposes of the
Company or Chase. 



	•
	D&T's
responsibility is limited to performing the procedures specified and agreed to, and to reporting the resulting findings, subject to the limitations
contained herein, and our engagement cannot be relied
on to disclose errors or fraud should they exist. D&T has no responsibility for updating the procedures performed or for performing any additional procedures.



	•
	The
Company shall be solely responsible for providing accurate and complete information requested by D&T. D&T has no responsibility for the accuracy or
completeness of the information provided by, or on behalf of, the Company, even if D&T had reason to know or should have known of such inaccuracy or incompleteness.



	•
	Should
D&T determine that significant restrictions are being placed on the performance of the agreed-upon procedures by the Company or Chase, D&T
shall be entitled to withdraw from this engagement.



	•
	Any
report issued by D&T will not be used by, or circulated, quoted, disclosed, or distributed to, nor will reference to such report be made to, anyone who
is not a member of management or of the board of directors of the Company or Chase. 




Limitation on Liability  


        The Company and Chase each agrees that D&T and its personnel will not be liable to the Company and Chase for any claims, liabilities, or expenses relating to this
engagement for an aggregate amount in excess of the fees paid by the Company to D&T pursuant to this engagement, except to the extent finally judicially determined to have resulted from the bad faith
or intentional misconduct of D&T. In no event will D&T or its personnel be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to this
engagement. 


        The
Company and Chase also each agrees to indemnify and hold harmless D&T and its personnel from all claims, liabilities, and expenses relating to this engagement arising out of or
relating to a breach or an alleged breach by the Company and Chase, respectively, of any provision of this engagement letter, including, without limitation, the restrictions on report use and
distribution. 


        The
limitation on liability and indemnification provisions of this engagement letter will apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence),
or otherwise. The agreements and undertakings of the Company and Chase contained in this engagement letter, such as those pertaining to restrictions on report use and distribution, limitation on
liability, and indemnification, will survive the completion or termination of this engagement. 


Fees  


[Include
an appropriate section on engagement fee arrangements.] 


*
* * * * 


Schedule 2-2





 

        If
the above terms are acceptable to you and the services outlined are in accordance with your understanding, please sign the copy of this letter in the space provided and return it to
us. 



	Yours very truly,	 	 
	

DELOITTE & TOUCHE LLP [to be signed manually]	
 	

 
	

Accepted and agreed to by Huntsman (Europe) BVBA.	
 	

 
	By:	 	    
	 	 
	Title:	 	    
	 	 
	Date:	 	    
	 	 
	

Accepted and agreed to by JPMorgan Chase Bank:	
 	

 
	By:	 	    
	 	 
	Title:	 	    
	 	 
	Date:	 	    
	 	 
	

Accepted and agreed to by PricewaterhouseCoopers:	
 	

 
	By:	 	    
	 	 
	Title:	 	    
	 	 
	Date:	 	    
	 	 




Schedule 2-3






  



 
 

Appendix    
  


Capitalized
terms used herein shall, unless otherwise defined or referenced herein, have the meanings assigned to such terms in Annex X to the Pooling Agreement dated December 21, 2000
between, among others, the Trustee and the Huntsman Receivables Finance LLC. 


The
procedures that we will perform are described below. 


1.    ORIGINATOR DAILY REPORTS  



	A.
	Ending receivable balance




We
will randomly select three dates from each calendar quarter of the year ending December 31, 200X and will obtain the Originator Daily Reports for each Originator for such dates, which are as
follows: 




	Quarter Ended

March 31, 200X
	 	Quarter Ended

June 30, 200X
	 	Quarter Ended

September 30, 200X
	 	Quarter Ended

December 31, 200X

	[date]	 	[date]	 	[date]	 	[date]
	[date]	 	[date]	 	[date]	 	[date]
	[date]	 	[date]	 	[date]	 	[date]







	1.
	For
each Originator Daily Report selected, we will prove the arithmetical accuracy of the ending receivable balance based on the following formula:




	(i)
	beginning
receivable balance less



	(ii)
	Collections
plus



	(iii)
	new
sales less



	(iv)
	non-contractual
dilutions less



	(v)
	timely
payment discounts/commissions issued less



	(vi)
	volume
rebates issued less



	(vii)
	write-offs
prior to 60 days past due less



	(viii)
	write-offs
past 60 days past due less



	(ix)
	repurchased
receivables plus or less



	(x)
	other
adjustments plus



	(xi)
	misdirected
collections less



	(xii)
	accounts
payable offsets. 










	2.
	For
each Originator Daily Report selected, we will compare categories (i), (iii), (iv), (v), (vi), (vii), (viii) (ix), (x) and (xii) to the Originator's
system-generated reports. With respect to categories (ii) and (xi), we will obtain details of the collection entries comprising the Collections balance and we will randomly select three entries
and compare the amounts per those entries to the bank reports held by the Originator. 





	B.
	Aging schedule balances





The
Originator Daily Reports selected in 1.A. above contain aging schedules with the following information: 




	(i)
	current
/ not yet due balance 






Appendix-1





 




	(ii)
	1-30 days
past due balance



	(iii)
	31-60 days
past due balance



	(iv)
	61-90 days
past due balance



	(iv)
	greater
than 90 days past due balance. 








Each
of items (i) through (v) is hereafter referred to as an "Aging Category". 


We
will compare the aging balance of each Aging Category per the aging schedules contained in the selected Originator Daily Reports to the Originator's system-generated reports. 



	C.
	Receivables' eligibility presentation





For
each Originator Daily Report selected in 1.A., we will obtain an analysis from the originator's accounts receivable system that details the receivable balance by invoice. We will compare the total
per the detail to the amount per the Originator Daily Report. We will randomly select one invoice per the detail analysis and perform the procedures described below. 



	(a)
	Defaulted receivables



	(i)
	Using
the invoices obtained in 1.C., we will calculate the number of days between such invoice due date and the date of the Originator
Daily Report, from which such receivable was selected.



	(ii)
	Using
the invoices selected in 1.C., we will inquire of Originator's management whether they were aware of such receivables being due
from Debtors either in liquidation or receivership.



	(iii)
	Using
the invoices selected in 1.C., we will inquire of Originator's management whether or not such receivables have been
written-off on or prior to the Originator Daily Report date. 









	(b)
	Shipped goods



	(i)
	Using
the invoices selected in 1.C., we will compare the date on which each invoice was issued to the date on which the goods associated
with such invoices were shipped as contained within the Originators' books and records.



	(ii)
	Using
the invoices selected in 1.C., we will compare the date on which each invoice was issued and the amount indicated on the face of
each invoice to the corresponding entry date and amount contained within the Originators' books and records. 









	D.
	Receivable outstanding balance





Using
the invoices selected in 1.C., plus 7 more invoices per originator selected randomly from each calendar quarter, we will compare the outstanding balance of each receivable to the information
contained within the Originators' books and records. 



	E.
	Aging category allocation





Using
the invoices selected in 1.C. and the additional invoices selected in 1.D., we will perform the procedures described below: 


	1.
	If
the selected invoice due date is subsequent to the date of the Originator Daily Report, we will compare the selected invoice to the items within the "current /not yet due" Aging
Category. 




Appendix-2





 


	2.
	If
the selected invoice due date is prior to the date of the Originator Daily Report, we will compute the age of such invoice by counting the number of days from such invoice due date
to the date of the Originator Daily Report from which such invoice was selected. We will compare the age of the invoice as computed to the range of "days past due" Aging Category in which the selected
invoice was included in the Originator Daily Report. 





2.    DAILY REPORT  



	A.
	Ending receivable balance





Using
the dates selected in 1.A., we will obtain the Daily Reports for such dates and perform the procedures described below. 


	1.
	For
each Daily Report selected, we will prove the arithmetical accuracy of the ending receivable balance based on the following formula:




	(i)
	beginning
receivable balance less



	(ii)
	aggregate
initial collections less



	(iii)
	new
sales less



	(iv)
	non-contractual
dilutions less



	(v)
	timely
payment discounts/commissions issued less



	(vi)
	volume
rebates issued less



	(vii)
	write-offs
prior to 60 days past due less



	(viii)
	write-offs
past 60 days past due plus or less



	(ix)
	other
adjustments less



	(x)
	repurchased
receivables less



	(xi)
	ineligible
receivables plus



	(xii)
	misdirected
collections less



	(xiii)
	accounts
payable off-sets plus



	(xiv)
	mechanical
zero off-sets less



	(xv)
	forward
exchange adjustment. 










	2.
	For
each Daily Report selected, we will compare the balances of categories (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xii) and (xiii) to the sum of the
corresponding category from each of the Originator Daily Reports produced on such day. 





	B.
	Aggregate receivable balance
	1.
	Using
the Daily Reports selected in 2.A. above, we will prove the arithmetical accuracy of the Aggregate Receivable Balance reported therein based on the following formula:



	(x)
	the
ending receivable balance as indicated in the Daily Report as of such day less



	(y)
	the
sum of



	(i)
	Aggregate
Obligor Country Overconcentration Amount



	(ii)
	Aggregate
Obligor Overconcentration Amount 












Appendix-3





 




	(iii)
	Volume
Rebate Accrual amount and



	(iv)
	Defaulted
Receivables 






	2.
	Using
the ending receivables balance from the Daily Reports selected in 2.A. above, we will recalculate the country concentration percentages per the aging by dividing each country's
receivable balance by the total receivable balance per the aging.



	3.
	Using
the ending receivables balance from the Daily Reports selected in 2.A. above, we will recalculate the obligor concentration percentages per the aging by dividing each obligor's
receivable balance by the total receivable balance per the aging.



	4.
	We
will compare category (iii) to the sum of each corresponding category from each of the Originator Daily Reports produced on such day.



	5.
	We
will compare category (iv) to the sum of receivables greater than 60 days past due from all Originator Aging Reports produced on such day. 





	C.
	Aging schedule balances




The
Daily Reports selected in 2.A. above contain aging schedules with the following information: 




	(i)
	current
/ not yet due balance



	(ii)
	1-30 days
past due balance



	(iii)
	31-60 days
past due balance



	(iv)
	61-90 days
past due balance



	(v)
	greater
than 90 days past due balance. 






Each
of items (i) through (v) is hereafter referred to as an "Aging Category". We will compare the aging balance of each Aging Category per the aging schedules contained in the selected
Daily Reports to the sum of each corresponding category from all the Originator Daily Reports produced on such day. 



	D.
	Aggregate collections balance
	1.
	For
each Daily Report selected, we will compare the Aggregate Daily Collections balances to the corresponding aggregate US Dollar equivalent of the balances appearing in the Company
Concentration Accounts on the day of the report being produced. We will recalculate the US Dollar equivalent of the aggregate amount in the Company Concentration Accounts by converting
non-US Dollar balances to US Dollars using the blended forward rate of exchange as indicated in the Daily Report.



	2.
	For
each Daily Report selected, we will obtain a detail analysis of the collection entries comprising the Initial Collections on the corresponding Originator Daily Reports detailed in
1 above and we will randomly select three entries from each detail analysis and compare the amounts per those entries to the bank statements held by the Huntsman Receivables Finance LLC. 









	E.
	Currency breakdown
	1.
	For
each Daily Report selected, we will recalculate the currency percentages indicated in the Daily Report in relation to US Dollar, Pound Sterling and Euro receivables by dividing the
aggregate US Dollar equivalent of the face amount of the receivables contributed on such day in various currencies by the total amount of receivables contributed on such day. 






Appendix-4





 





3.    MONTHLY SETTLEMENT REPORT  



	A.
	Ending receivable balance





We
will randomly select one Monthly Settlement Reports from each calendar quarter of the year ending December 31, 200X and perform the procedures described below. 


	1.
	For
each Monthly Settlement Report selected, we will prove the arithmetical accuracy of the ending receivable balance based on the following formula:




	(i)
	beginning
receivable balance less



	(ii)
	aggregate
initial collections plus



	(iii)
	new
sales less



	(iv)
	non-contractual
dilutions less



	(v)
	timely
payment discounts/commissions issued less



	(vi)
	volume
rebates issued less



	(vii)
	write-offs
prior to 60 days past due less



	(viii)
	write-offs
past 60 days past due plus or less



	(ix)
	other
adjustments less



	(x)
	repurchased
receivables less



	(xi)
	ineligible
receivables plus



	(xii)
	misdirected
collections less



	(xiii)
	accounts
payable off-sets plus



	(xiv)
	mechanical
zero off-sets less



	(xv)
	forward
exchange adjustment. 










	2.
	For
each Monthly Settlement Report selected, we will compare the balances in categories (i) through (xiv) to the sum of each such category from all Daily Reports produced
by the Master Servicer during the relevant Settlement Period. 





	B.
	Aggregate receivables balance
	1.
	Using
the Monthly Settlement Reports selected in 1 above, we will prove the arithmetical accuracy of the aggregate receivable balance reported therein based on the following formula:



	(x)
	the
ending receivable balance as indicated in the Daily Report as of such day less



	(y)
	the
sum of



	(i)
	Aggregate
Country Overconcentration Amount



	(ii)
	Aggregate
Obligor Overconcentration Amount



	(iii)
	Volume
Rebate closing balance amount and



	(iv)
	Defaulted
Receivables. 












	2.
	For
each Monthly Settlement Report selected, we will compare the balance in category (x) and categories (y) (i) through (iv) to the sum of each category from all
Daily Reports produced by the Master Servicer during the relevant Settlement Period. 






Appendix-5





 



	C.
	Aggregate Collections Balance




For
each Monthly Settlement Report selected, we will compare the Aggregate Collections balance to the sum of the corresponding collections balances from all Daily Reports produced during the relevant
Settlement Period. 





        We
were not engaged to, and will not, perform an audit, the objective of which would be the expression of an opinion on the specified elements, accounts, or items. Accordingly, we will
not express such an opinion. If we were to perform additional procedures, other matters might come to our attention that would be reported to you. This report related only to the accounts and items
specified and does not extend to the financial statements of the Company or its affiliates. 



        This
report is intended solely for the information and use of the Specified Parties and is not intended to be and should not be used by anyone other than the Specified Parties. 


[date]



Appendix-6






  



 
 

SCHEDULE 3 to the
  Servicing Agreement    
  


 
  Identification of (A) Company Concentration Accounts, (B) Series Concentration Accounts,
  (C) Collection Accounts and (D) Company Receipts Accounts    
  


	(A)
	Company
Concentration Accounts 






	COMPANY CONCENTRATION ACCOUNTS

	Bank Name
	 	Location
	 	Bank Address
	 	Account Number
	 	Account Currency

	Chase Manhattan Bank (Ireland) plc	 	Dublin.	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071480	 	Euro
	Chase Manhattan Bank (Ireland) plc	 	Dublin.	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071464	 	US Dollars
	Chase Manhattan Bank (Ireland) plc	 	Dublin.	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071472	 	Pound Sterling




	(B)
	Series
Concentration Accounts and Subaccounts 






	SERIES 2000-1 ACCOUNTS

SERIES 2000-1 ACCRUED INTEREST SUBACCOUNT

	Bank Name
	 	Location
	 	Bank Address
	 	Account Number
	 	Account Currency

	Chase Manhattan Bank (Ireland) plc	 	Dublin	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071613	 	US Dollars
	Chase Manhattan Bank (Ireland) plc	 	Dublin	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071647	 	Euro
	Chase Manhattan Bank (Ireland) plc	 	Dublin	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071670	 	Pound Sterling




Schedule 3-1





 


	

SERIES 2000-1 NON-PRINCIPAL CONCENTRATION SUBACCOUNTS

	Bank Name
	 	Location
	 	Bank Address
	 	Account Number
	 	Account Currency

	Chase Manhattan Bank (Ireland) plc	 	Dublin	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071621	 	US Dollars
	Chase Manhattan Bank (Ireland) plc	 	Dublin	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071654	 	Euro
	Chase Manhattan Bank (Ireland) plc	 	Dublin	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071688	 	Pound Sterling





	

SERIES 200-1 PRINCIPAL CONCENTRATION SUBACCOUNTS

	Bank Name
	 	Location
	 	Bank Address
	 	Account Number
	 	Account Currency

	Chase Manhattan Bank (Ireland) plc	 	Dublin	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071639	 	US Dollars
	Chase Manhattan Bank (Ireland) plc	 	Dublin	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071662	 	Euro
	Chase Manhattan Bank (Ireland) plc	 	Dublin	 	Chase Manhattan House

International Financial Services Centre.

Dublin 1

Ireland	 	7971071696	 	Pound Sterling




	(C)
	Collection
Accounts and Master Collection Accounts 






	COLLECTION ACCOUNTS

	Originator

Association
	 	Bank Name
	 	Location
	 	Bank Address
	 	Account Number
	 	Account

Currency

	Huntsman

Holland	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

The Netherlands

SWIFT: ABNANL2R	 	567768384	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

The Netherlands

SWIFT: ABNANL2R	 	567768414	 	US Dollars
	Huntsman

Holland	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

The Netherlands

SWIFT: ABNANL2R	 	577215329	 	US Dollars



Schedule 3-2





 

	Huntsman

Holland	 	ABN

AMRO	 	Dublin	 	ABN AMRO Bank Ireland N.V.

ABN AMRO House

1 Dublin

Ireland

SWIFT: ABNAIE2D	 	50058584	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	Brussels	 	ABN AMRO Bank Belgium N.V.

Regentlaan 53

1000 Brussels

Belgium

SWIFT: ABNABEBR	 	720-5406425-45	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	Frankfurt	 	ABN AMRO Bank Germany A.G.

Postfach 100138

60001 Frankfurt

Germany

SWIFT: ABNADEFFFRA	 	1072133/008	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	Frankfurt	 	ABN AMRO Bank Germany A.G.

Postfach 100138

60001 Frankfurt

Germany

SWIFT: ABNADEFFFRA	 	1072131/005	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	Paris	 	ABN AMRO BANK FRANCE

3, Avenue Hoche

75008 Paris

France

SWIFT: ABNAFRPP	 	187390000100

002/0007255243	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	Milan	 	ABN AMRO Bank Italy N.V.

Casella Postale 928

20101 Milan

Italy

SWIFT: ABNAITMM	 	3060497	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	Madrid	 	ABN AMRO Bank N.V. Edificio Beatriz, 5th Floor

c/Jose Ortega y Gasset, 29

28006 Madrid

Spain

SWIFT: ABNAESMMXXX	 	100017878	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

United Kingdom

SWIFT: ABNAGB2L	 	40077802	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

United Kingdom

SWIFT: ABNAGB2L	 	40077829	 	Pound

Sterling
	Huntsman

Holland	 	ABN

AMRO	 	Stockholm	 	ABN AMRO BANK SWEDEN N.V.

Stureplan 3

Stockholm

Sweden

SWIFT: ABNASESS	 	90910060314	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	Copenhagen	 	ABN AMRO BANK DENMARK

A.G.

Midtermolen 7

DK 2100 Copenhagen

Denmark

SWIFT: ABNADKKK	 	7014600	 	Euro
	Huntsman

Holland	 	ABN

AMRO	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

United Kingdom

SWIFT: ABNAGB2L	 	40088812	 	Pound

Sterling



Schedule 3-3





 

	Huntsman

Holland	 	Citibank	 	Dublin	 	Citibank N.A.

IFSC House

Custom House Quay

Dublin 1

Ireland

SWIFT: CITIIE2X	 	7551029	 	Euro
	Huntsman

Holland	 	Citibank	 	Brussels	 	Citibank International

Boulevard Général Jaques 263 g

B-1050 Brussels

Belgium

SWIFT: CITIBEBX	 	570 6169255 16	 	Euro
	Huntsman

Holland	 	Citibank	 	Frankfurt	 	Citibank Aktiengesellshaft

Neue Mainzerstrasse 75

60311 Frankfurt

Postfach 110333

60038 Frankfurt

Germany

SWIFT: CITIDEFF	 	021 2307 017	 	Euro
	Huntsman

Holland	 	Citibank	 	Paris	 	Citibank N.A.

Citicenter

19 le Parvis

92073 Paris La Défense

France

SWIFT: CITIFRPP	 	0652064 027

RIB 60	 	Euro
	Huntsman

Holland	 	Citibank	 	Milan	 	Citibank N.A.

Foro Buonaparte 16-20121 Milano

Via Abruzzi, 2/4-00187 Roma

Italy

SWIFT: CITIITMM	 	0114305 022	 	Euro
	Huntsman

Holland	 	Citibank	 	Madrid	 	Citibank N.A.

José Ortega y Gasset, 29

28006 Madrid

Spain

SWIFT: CITIES2X	 	50754-014	 	Euro
	Huntsman

Holland	 	Citibank	 	London	 	SWIFT: CITIGB2LXXX	 	8,301,212	 	Euro
	Huntsman

Holland	 	Citibank	 	London	 	SWIFT: CITIGB2LXXX	 	8,018,162	 	Pound

Sterling
	Huntsman

Holland	 	Citibank	 	Amsterdam	 	Citibank N.A.

PO box 23445

1100 DX

Amsterdam Z.O.

The Netherlands

SWIFT: CITINL2X	 	266,054,625	 	Euro
	Huntsman

Holland	 	Citibank	 	New York	 	SWIFT: CITIUS33XXX	 	40,694,027	 	US Dollars
	Huntsman

Petrochemicals

(UK) Limited	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

The Netherlands

SWIFT: ABNANL2R	 	574927247	 	Euro
	Huntsman

Petrochemicals

(UK) Limited	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

The Netherlands

SWIFT: ABNANL2R	 	543325539	 	US Dollars
	Huntsman

Petrochemicals

(UK) Limited	 	ABN

AMRO	 	Brussels	 	ABN AMRO Bank Belgium N.V.

Regentlaan 53

1000 Brussels

Belgium

SWIFT: ABNABEBR	 	720-5406259-73	 	Euro
	Huntsman

Petrochemicals

(UK) Limited	 	ABN

AMRO	 	Paris	 	ABN AMRO BANK FRANCE

3, Avenue Hoche

75008 Paris

France

SWIFT: ABNAFRPP	 	18739

00001002/0007256

019	 	Euro



Schedule 3-4





 

	Huntsman

Petrochemicals

(UK) Limited	 	ABN

AMRO	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

United Kingdom

SWIFT: ABNAGB2L	 	040078728	 	Euro
	Huntsman

Petrochemicals

(UK) Limited	 	ABN

AMRO	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

United Kingdom

SWIFT: ABNAGB2L	 	40041077	 	Pound

Sterling
	Huntsman

Petrochemicals

(UK) Limited	 	ABN

AMRO	 	Frankfurt	 	ABN AMRO Bank Germany A.G.

Postfach 100138

60001 Frankfurt

Germany

SWIFT: ABNADEFFFRA	 	1072101/009	 	Euro
	Tioxide Europe

Ltd (UK)	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

The Netherlands

SWIFT: ABNANL2R	 	569064694	 	Euro
	Tioxide Europe

Ltd (UK)	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

SWIFT: ABNANL2R	 	569064856	 	US Dollars
	Tioxide Europe

Ltd (UK)	 	ABN

AMRO	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

United Kingdom

SWIFT: ABNAGB2L	 	40,079,317	 	Pound

Sterling
	Tioxide Europe

Ltd (UK)	 	ABN

AMRO	 	Frankfurt	 	ABN AMRO Bank Germany A.G.

Postfach 100138

60001 Frankfurt

Germany

SWIFT: ABNADEFFFRA	 	1637428/006	 	Euro
	Tioxide Europe

SA (France)	 	Credit

Lyonnais	 	Calais	 	CREDIT LYONNAIS CALAIS

Boulevard Jacquard

62100 Calais

France

SWIFT: CRLYFRPPRBX	 	30002-06041-

0000061011-F-63	 	Euro
	Tioxide Europe

SA (France)	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

The Netherlands

SWIFT: ABNANL2R	 	444269118	 	Euro
	Tioxide Europe

SA (France)	 	ABN

AMRO	 	Brussels	 	ABN AMRO Bank Belgium N.V.

Regentlaan 53

1000 Brussels

Belgium

SWIFT: ABNABEBR	 	720-5405683-79	 	Euro
	Tioxide Europe

SL (Spain)	 	ABN

AMRO	 	Huelva	 	Banco Bilbao Vizcaya Argentaria

(BBVA)

Vazquez Lopez, 7

21001 Huelva

Spain

SWIFT: BBVAESMM	 	ES84 0182 5452

8120 1001 7032	 	US Dollars



Schedule 3-5





 

	Tioxide Europe

SL (Spain)	 	BBVA	 	Huelva	 	Banco Bilbao Vizcaya Argentaria

(BBVA)

Vazquez Lopez, 7

21001 Huelva

Spain

SWIFT: BBVAESMM	 	ES19 0182 5452

8802 0150 4172	 	Euro
	Tioxide Europe

Srl (Italy)	 	CRF	 	Bagno Di

Gavorrano	 	CASSA DI RISPARMIO DI FIRENZE

Via Marconi 88

58021 Bagno Di Gavorrano

Italy

SWIFT: CRFIIT3F	 	ABI 016160 CAB

72250 4300	 	Euro
	Huntsman Surface

Sciences (France)

SA	 	Credit

Lyonnais	 	Nancy	 	CREDIT LYONNAIS NANCY

7bis, Rue St Georges / bp1711

54017 Nancy

France

SWIFT: CRLYFRPP	 	30002-07325-

0000062132-W-38	 	Euro
	Huntsman Surface

Sciences (France)

SA	 	Credit

Lyonnais	 	Nancy	 	CREDIT LYONNAIS NANCY

7bis, Rue St Georges / bp1711

54017 Nancy

France

SWIFT: CRLYFRPP	 	30002-07325-

0000062134-Y-69	 	US Dollars
	Huntsman Surface

Sciences (France)

SA	 	Credit

Lyonnais	 	Nancy	 	CREDIT LYONNAIS NANCY

7bis, Rue St Georges / bp1711

54017 Nancy

France

SWIFT: CRLYFRPP	 	30002-07325-

0000062133-X-05	 	Pound

Sterling
	Huntsman Surface

Sciences (Italy)

Srl	 	ABN

AMRO	 	Milan	 	ABN AMRO Bank Italy N.V.

Casella Postale 928

20101 Milan

Italy

SWIFT: ABNAITMM	 	K 03003 01600

303513114	 	Euro
	Huntsman Surface

Sciences (Italy)

Srl	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

SWIFT: ABNANL2R	 	59.52.00.931	 	US Dollars
	Huntsman Surface

Sciences (Italy)

Srl	 	ABN

AMRO	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

SWIFT: ABNAGB2L	 	40126935	 	Pound

Sterling
	Huntsman

Surface

Sciences Italy

SRL	 	ABN

AMRO

Bank NV	 	Milan	 	Via Meravigli 7

20123 Milan

Italy

SWIFT: ABNAITMM	 	A 03003 01600

303509273	 	EUR
	Huntsman

Surface

Sciences Italy

SRL	 	ABN

AMRO

Bank N.V.	 	London	 	101 Moorgate

London EC2M 6SB

United Kingdom

SWIFT: ABNAGB2L

SORT.CODE: 405030	 	

40103005	 	

GBP
	Huntsman Patrica

Srl	 	ABN

AMRO	 	Milan	 	ABN AMRO Bank Italy N.V.

Casella Postale 928

20101 Milan

Italy

SWIFT: ABNAITMM	 	K 03003 01600

303513122	 	Euro
	Huntsman Patrica

Srl	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

SWIFT: ABNANL2R	 	59.51.98.945	 	US Dollars
	Huntsman Patrica

Srl	 	ABN

AMRO	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

SWIFT: ABNAGB2L	 	40126943	 	Pound

Sterling



Schedule 3-6





 

	Huntsman

Patrica SRL	 	ABN

AMRO

Bank NV	 	Milan	 	Via Meravigli 7

20123 Milan

Italy

SWIFT: ABNAITMM	 	U 03003 01600

303509281	 	EUR
	Huntsman

Patrica SRL	 	ABN

AMRO

Bank N.V.	 	London	 	101 Moorgate

London EC2M 6SB

United Kingdom

SWIFT: ABNAGB2L

SORT.CODE: 405030	 	

40102955	 	

GBP
	Huntsman Surface

Sciences Iberica

SL	 	BSCH	 	Barcelona	 	BANCO SANTANDER CENTRAL

URGEL 257

08036 Barcelona

Spain

SWIFT: BSCHESMM	 	0049-1819-14-

2810974300	 	Euro
	Huntsman Surface

Sciences Iberica

SL	 	BSCH	 	Barcelona	 	BANCO SANTANDER CENTRAL

URGEL 257

08036 Barcelona

Spain

SWIFT: BSCHESMM	 	0049-1819-10-

2110974318	 	Pound

Sterling
	Huntsman Surface

Sciences (UK)

Ltd	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

The Netherlands

SWIFT: ABNANL2R	 	595188524	 	Euro
	Huntsman Surface

Sciences (UK)

Ltd	 	ABN

AMRO	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

The Netherlands

SWIFT: ABNANL2R	 	595188087	 	US Dollar
	Huntsman Surface

Sciences (UK)

Ltd	 	ABN

AMRO	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

SWIFT: ABNAGB2L	 	40126951	 	Pound

Sterling
	Huntsman

Surface

Sciences (UK)

Ltd	 	ABN

AMRO

Bank NV	 	London	 	101 Moorgate

London EC2M 6SB

United Kingdom

SWIFT: ABNAGB2L

SORT.CODE: 405030	 	

40103056	 	

GBP





	

MASTER COLLECTION ACCOUNTS

	Bank Name
	 	Location
	 	Bank Address
	 	Account Number
	 	Account

Currency

	ABN	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

SWIFT: ABNANL2R	 	577301969	 	Euro
	ABN	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

SWIFT: ABNANL2R	 	577301918	 	Euro
	ABN	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

SWIFT: ABNANL2R	 	577301837	 	U.S. Dollars



Schedule 3-7





 

	ABN	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

SWIFT: ABNAGB2L	 	40089045	 	Pound

Sterling




	(D)
	Company
Receipts Accounts 






	COMPANY RECEIPTS ACCOUNTS

	Bank Name
	 	Location
	 	Bank Address
	 	Account Number
	 	Account Currency

	ABN	 	London	 	ABN AMRO BANK UNITED

KINGDOM N.V.

101 Moorgate

EC2M 6SB London

SWIFT: ABNAGB2L	 	40092917	 	Pound Sterling
	ABN	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

SWIFT: ABNANL2R	 	581746643	 	Euro
	ABN	 	Rotterdam	 	ABN AMRO Bank Netherlands N.V.

Coolsingel 119

3012EG Rotterdam

SWIFT: ABNANL2R	 	581746635	 	US Dollars




Schedule 3-8






  



 
 

SCHEDULE 4 to the
  Servicing Agreement    
  


 
  Business Day/Local Business Day Schedule    
  


For
purposes of determining a Business Day or Local Business Day, the following dates set forth with respect to each relevant city shall (together with Saturdays and Sundays) not be Business Days or
Local Business Days for the period from the Effective Date through December 31, 2003. 


With respect to Business Days  



	United States
	 	Ireland
	 	 

	January 1	 	December 5	 	 
	January 17	 	December 25	 	 
	February 21	 	December 26	 	 
	May 29	 	 	 	 
	July 4	 	 	 	 
	September 4	 	 	 	 
	October 9	 	 	 	 
	November 7	 	 	 	 
	November 23	 	 	 	 
	December 25	 	 	 	 






With respect to Local Business Days  



	United States
	 	United Kingdom
	 	The Netherlands

	January 1	 	January 1	 	January 1
	January 15	 	April 13	 	April 13
	February 12	 	April 16	 	April 15
	February 19	 	May 7	 	April 16
	May 28	 	May 28	 	April 30
	July 4	 	August 27	 	May 24
	September 3	 	December 25	 	June 3
	October 8	 	December 26	 	June 4
	November 6	 	 	 	December 25
	November 22	 	 	 	December 26
	December 25	 	 	 	 






	

 

	France
	 	Spain
	 	Italy

	January 1	 	January 1	 	January 1
	March 21	 	January 6	 	January 6
	May 1	 	March 21	 	March 21
	May 8	 	March 25	 	March 25
	May 29	 	May 1	 	May 1
	June 9	 	December 8	 	December 8
	July 14	 	December 25	 	December 25
	August 15	 	December 26	 	December 26
	November 11	 	 	 	 
	December 25	 	 	 	 





Schedule 4-1






  



 
 

SCHEDULE 5 to the
  Servicing Agreement    
  


 
  Location of Records    
  


Huntsman
International LLC (as Servicer Guarantor)

500 Huntsman Way

Salt Lake City, Utah 84108 U.S.A. 



Huntsman
(Europe) BVBA (as Master Servicer)

Everslaan 45

B-3078 Everberg

Belgium 


Schedule 5-1









QuickLinks



Exhibit 10.30


AMENDED AND RESTATED SERVICING AGREEMENT

TABLE OF CONTENTS


W I T N E S S E T H

ARTICLE I DEFINITIONS

ARTICLE II ADMINISTRATION AND SERVICING OF RECEIVABLES

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER, LOCAL SERVICERS AND THE SERVICER GUARANTOR

ARTICLE IV. COVENANTS OF THE MASTER SERVICER AND THE SERVICER GUARANTOR

ARTICLE V OTHER MATTERS RELATING TO THE MASTER SERVICER

ARTICLE VI MASTER SERVICER DEFAULTS; MASTER SERVICER TERMINATION

ARTICLE VII GUARANTY


ARTICLE VIII MISCELLANEOUS PROVISIONS



SCHEDULE 1 to the Servicing Agreement


Form of Quarterly Master Servicer's Certificate




SCHEDULE 2 to the Servicing Agreement


Form of Annual Agreed-Upon Procedures for Auditing the Originator Report Daily Report and Monthly Settlement Report



Appendix



SCHEDULE 3 to the Servicing Agreement


Identification of (A) Company Concentration Accounts, (B) Series Concentration Accounts, (C) Collection Accounts and (D) Company Receipts Accounts




SCHEDULE 4 to the Servicing Agreement


Business Day/Local Business Day Schedule




SCHEDULE 5 to the Servicing Agreement


Location of Records