Exhibit 10.1


 


Execution
Copy


 


SECOND AMENDMENT TO THE SECOND AMENDED AND
RESTATED POOLING AGREEMENT


 


This Second Amendment to the Second Amended and
Restated Pooling Agreement dated as of November 13, 2008 (this “Amendment”), is made among Huntsman Receivables Finance LLC
(the “Company”), a Delaware limited liability
company, Huntsman (Europe) BVBA (the “Master Servicer”),
a company organized under the laws of Belgium, the conduit purchasers party
hereto from time to time as Series 2000-1 Conduit Purchasers (the “Series 2000-1 Conduit Purchasers”), the several
financial institutions party hereto from time to time as Series 2000-1 APA
banks (the “Series 2000-1 APA Banks”),
the several financial institutions party hereto from time to time as funding
agents (the “Funding Agents”), JPMorgan Chase
Bank, N.A., as administrative agent (the “Administrative Agent”),
BNY Financial Services plc, as successor to J.P. Morgan Bank (Ireland) plc, as
trustee (the “Trustee”), The Bank of New York
Mellon, Brussels Branch, in its capacity as account bank and securities
intermediary, and JPMorgan Chase Bank, N.A., as an account bank.


 


WHEREAS, the Company, the Master Servicer and the
Trustee (the “Pooling Agreement Parties”) are
parties to the Pooling Agreement dated as of December 21, 2000, as amended
and restated by the Amended and Restated Pooling Agreement, dated as of June 26,
2001, as further amended and restated by the Second Amended and Restated
Pooling Agreement, dated as of April 18, 2006 (as heretofore amended,
restated, supplemented or otherwise modified, the “Pooling
Agreement”);


 


WHEREAS, each of the parties hereto are parties to the
Series 2000-1 Supplement dated as of December 21, 2000, as amended
and restated by the Amended and Restated Series 2000-1 Supplement dated as
of April 18, 2006 and as amended and restated by the Second Amended and
Restated Series 2000-1 Supplement dated as of November 13, 2008 (as
heretofore amended, restated, supplemented or otherwise modified, the “Series 2000-1 Supplement”);


 


WHEREAS, pursuant to Section 10.01(b) of
the Pooling Agreement, the Pooling Agreement may be amended in writing from
time to time by the Master Servicer, the Company and the Trustee with the
written consent of the Funding Agents for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Pooling Agreement subject to the limitations in such Section 10.01(b);


 


WHEREAS, the Series 2000-1 Conduit Purchasers and
the 2000-1 APA Banks are the Investor Certificateholders and hereby represent
and warrant that they are the holders of the entire principal amount of
Investor Certificates issued pursuant to the Series 2000-1 Supplement;


 


WHEREAS, the Administrative Agent, the Funding Agents,
the Series 2000-1 Conduit Purchasers and the Series 2000-1 APA Banks
are a party hereto for purposes of consenting to the amendments provided under
this Amendment and agreeing to the provisions of Section 14
of this Amendment; and


 


WHEREAS, the Pooling Agreement Parties wish to amend
the Pooling Agreement on the terms and conditions set forth herein;


 


NOW, THEREFORE, the parties hereto, hereby agree as
follows:


 


1.             Capitalized terms
used but not defined herein shall have the meanings ascribed to them in Annex X to the Pooling Agreement (as in effect prior to this
Amendment).  The provisions of Section 1.02 of the Pooling Agreement shall apply to
this Amendment, mutatis mutandis, as if set forth
herein.


 


2.             The Pooling Agreement
Parties hereby agree that Section 1.02(j) of
the Pooling Agreement shall be and hereby is amended by deleting the existing Section 1.02(j) and replacing it with the
following:


 

















 


“(j)          References
to the Pooling Agreement in any other document or agreement inclusive of the
Transaction Documents shall be deemed to be references to this agreement as
amended, restated, supplemented or otherwise modified from time to time and all
assignments hereof.”


 


3.             The
Pooling Agreement Parties hereby agree that Section 1.02
of the Pooling Agreement shall be and hereby is amended by adding
the following new paragraph (k):


 


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


 


4.             The Pooling Agreement
Parties hereby agree that Article I
of the Pooling Agreement shall be and hereby is amended by adding the following
new Section 1.03:


 


“SECTION 1.03
Calculations.


 


All calculations under this Agreement shall be in U.S. Dollars so that
for purposes of calculating or determining any Invested Amount, any Invested
Percentage, the Aggregate Receivables Amount and any Target Receivables Amount
and any term or amount incorporated into any of the foregoing definitions or
calculations, amounts denominated in a currency other than U.S. Dollars shall
be converted on a pro forma basis
into U.S. Dollars at the Spot Rate as in effect on the date of the relevant
calculations or determination.”


 


5.             The Pooling Agreement
Parties hereby agree that Annex X to the
Pooling Agreement shall be and hereby is amended by deleting the existing Annex X in its entirety and replacing it with Annex X in the form attached hereto as Schedule VI.


 


6.             The Pooling Agreement
Parties hereby agree that Part (D) of Schedule 1 to the Pooling Agreement shall be and hereby is
amended by deleting the existing Part (D) of Schedule 1 in its entirety and replacing it with Part (D) of Schedule 1 in
the form attached hereto as Schedule I.


 


7.             The Pooling Agreement
Parties hereby agree that Part (F) of Schedule 1 to the Pooling Agreement shall be and hereby is
amended by deleting the existing Part (F) of Schedule 1 in its entirety and replacing it with Part (F) of Schedule 1 in
the form attached hereto as Schedule II.


 


8.             The Pooling Agreement
Parties hereby agree that Schedule 3 to
the Pooling Agreement shall be and hereby is amended by deleting the existing Schedule 3 in its entirety and replacing it with Schedule 3 in the form attached hereto as Schedule III.


 


9.             The Pooling Agreement
Parties hereby agree that Schedule 4 to
the Pooling Agreement shall be and hereby is deleted in its entirety.


 


10.           The Pooling Agreement
Parties hereby agree that Schedule 5 to
the Pooling Agreement shall be and hereby is amended by deleting the existing Schedule 5 in its entirety and replacing it with Schedule 5 in the form attached hereto as Schedule IV.


 


11.           The Pooling Agreement
Parties hereby agree that Schedule 6 to
the Pooling Agreement shall be and hereby is amended by deleting the existing Schedule 6 in its entirety and replacing it with Schedule 6 in the form attached hereto as Schedule V.


 


12.           The Pooling Agreement
Parties hereby agree that notwithstanding anything to the contrary in the Series 2000-1
Supplement or the Pooling Agreement:


 


2

















 


(a)       the payment
of Series 2000-1 Pay-Off Amounts to the Series 2000-1 Finance Parties
in accordance with Section 2.14(b) through
Section 2.14(g) of the Series 2000-1
Supplement shall be deemed to be a final distribution pursuant to Section 9.03 of the Pooling Agreement with respect to
the Series 2000-1 VFC Certificates and, on the date it receives such
notices of receipt of the Series 2000-1 Pay-Off Amounts (the “Release Date”), the Trustee shall release the security
interest granted to the Trustee for the benefit of the Holders pursuant to the
Pooling Agreement in accordance with Section 2.14(g) of
the Series 2000-1 Supplement as if the requirements of Section 9.04 of the Pooling Agreement had been met;


 


(b)       following the
Release Date, by 12.30 p.m. (London time) on each Business Day, the
Trustee shall transfer all funds then on deposit in each Company Concentration
Account and each Series Account to the relevant Company Receipts Account; provided that the Trustee may deduct its pro rated monthly
fees of USD 4,583.33 per month from such transfers; and


 


(c)       on and after
the Release Date, the Trustee shall have no further obligations or duties under
the Pooling Agreement, except (i) as provided in clause (b) above,
(ii) any actions required to be performed by the Trustee in connection
with the termination of the Trust or the release of the security interest
granted under the Pooling Agreement and (iii) any provisions of the Pooling
Agreement which are expressed to survive the termination of the Pooling
Agreement.


 


13.           The amendments under Sections 2 through 12 of this
Amendment shall become effective upon:  (a) the
Second Amended and Restated Series 2000-1 Supplement, dated as of the date
hereof, among others, the parties hereto becoming effective in accordance with
its terms; (b) satisfaction of the conditions set forth in Section 2.09(b) of the Pooling Agreement with
respect to the addition of Huntsman Advanced Materials (Europe) BVBA and
Huntsman Advanced Materials Americas Inc. as Approved Originators; (c) the
Amendment to Second Amended and Restated Servicing Agreement dated as of the
date hereof, by, among others, the parties hereto becoming effective in
accordance with its terms; and (d) satisfaction or waiver of the
conditions set forth in Section 2.10
of the Pooling Agreement with respect to the removal of Huntsman Petrochemicals
(UK) Limited, Huntsman Expandable Polymers Corporation LC and Huntsman Polymers
Corporation as Approved Originators, in each case to the satisfaction (in form
and substance) of the Series 2000-1 Purchasers.


 


14.           The Funding Agents, the
Series 2000-1 Conduit Purchasers, the Series 2000-1 APA Banks and the
Administrative Agent hereby acknowledge and consent to the provisions of this
Amendment.


 


15.           Each of the parties
hereto hereby agrees that the Fourth Amendment to Series 2000-1 Supplement
and Third Amendment to Pooling Agreement dated as of October 27, 2008 (the
“October Amendment”), by, among
others, the Company, the Master Servicer, the Trustee, and certain of the Series 2000-1
Conduit Purchasers, the Series 2000-1 APA Banks and the Funding Agents,
and the Administrative Agent shall, upon the effectiveness of this Amendment in
accordance with Section 12, be terminated and
cease to have any further effect.  The
parties hereto acknowledge that notwithstanding the description of the October Amendment
as being a Third Amendment to the Pooling Agreement, this Amendment is
described as the Second Amendment to the Pooling Agreement (there being no
prior “Second Amendment”).


 


16.           Except as expressly
amended by this Amendment, the Pooling Agreement is ratified and confirmed in
all respects and the terms, provisions and conditions thereof are and shall
remain in full force and effect.


 


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


 


3

















 


18.           This Amendment may be
executed in counterparts by the parties hereto, and each such counterpart shall
be considered an original and all such counterparts shall constitute one and
the same instrument.


 


19.           The provisions of Sections 11.08, 11.14 and 11.17 of the Series 2000-1 Supplement shall apply
hereto, mutatis mutandis, as if set forth in
full herein.


 


[SIGNATURE PAGE
FOLLOWS]


 


4

















 


IN
WITNESS WHEREOF, each of the parties hereto have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.


 


 


HUNTSMAN RECEIVABLES FINANCE LLC,

as Company


 


	
  By:

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
  Name:
   Sean Douglas

  	
   

  
	
   

  	
  Title:
   Vice President and Treasurer

  	
   

  



 


 


HUNTSMAN (EUROPE) BVBA,

as Master Servicer


 


	
  By:

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
  Name:
   Sean Douglas

  	
   

  
	
   

  	
  Title:
   Attorney-in-Fact

  	
   

  



 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  

  	
   

  
	
   

  	
  Title:  

  	
   

  



 


 


BNY FINANCIAL SERVICES PLC

not in its individual capacity but solely as Trustee


 


	
  By:

  	
  /s/
  ANDREW MCLEOD

  	
   

  
	
   

  	
  Name:
   Andrew McLeod VP

  	
   

  
	
   

  	
  Title:
   Authorized Signatory

  	
   

  



 


 


THE BANK OF NEW YORK MELLON,

in its capacity as account bank and securities intermediary


 


	
  By:

  	
  /s/
  TREVOR BLEWER

  	
   

  
	
   

  	
  Name:
   Trevor Blewer

  	
   

  
	
   

  	
  Title:
   Vice President

  	
   

  



 


[Second Amendment to Pooling
Agreement Signature Page 1 to 5]


 

















 


Consented and agreed to as of the date first written above:


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


	
  By:

  	
  /s/
  CHARLES SIMOND

  	
   

  
	
   

  	
  Name:
   Charles Simond

  	
   

  
	
   

  	
  Title:
   Executive Director

  	
   

  



 


 


JPMORGAN CHASE BANK, N.A.,

as Funding Agent


 


	
  By:

  	
  /s/
  CHARLES SIMOND

  	
   

  
	
   

  	
  Name:
   Charles Simond

  	
   

  
	
   

  	
  Title:
   Executive Director

  	
   

  



 


 


JPMORGAN
CHASE BANK, N.A.,

as a Series 2000-1
APA Bank


 


	
  By:

  	
  /s/
  CHARLES SIMOND

  	
   

  
	
   

  	
  Name:
   Charles Simond

  	
   

  
	
   

  	
  Title:
   Executive Director

  	
   

  



 


 


CHARIOT
FUNDING LLC,

as a Series 2000-1 Conduit Purchaser

By: JPMorgan Chase Bank, N.A.,

as its attorney-in-fact


 


	
  By:

  	
  /s/
  CHARLES SIMOND

  	
   

  
	
   

  	
  Name:
   Charles Simond

  	
   

  
	
   

  	
  Title:
   Executive Director

  	
   

  



 


[Second Amendment to Pooling
Agreement Signature Page 2 to 5]


 

















 


WACHOVIA CAPITAL MARKETS, LLC,

as Funding Agent


 


	
  By:

  	
  /s/
  EERO H. MAKI

  	
   

  
	
   

  	
  Name:
   Eero H. Maki

  	
   

  
	
   

  	
  Title:
   Director

  	
   

  



 


 


WACHOVIA CAPITAL MARKETS, LLC,

as a Series 2000-1 APA Bank


 


	
  By:

  	
  /s/
  EERO H. MAKI

  	
   

  
	
   

  	
  Name:
   Eero H. Maki

  	
   

  
	
   

  	
  Title:
   Director

  	
   

  



 


 


VARIABLE
FUNDING CAPITAL COMPANY, LLC,

as a Series 2000-1 Conduit Purchaser

By: Wachovia Capital Markets, LLC

as its attorney-in-fact


 


	
  By:

  	
  /s/
  DOUGLAS R. WILSON, SR.

  	
   

  
	
   

  	
  Name:
   Douglas R. Wilson, Sr.

  	
   

  
	
   

  	
  Title:
   Director

  	
   

  



 


[Second Amendment to Pooling Agreement
Signature Page 3 to 5]


 

















 


BARCLAYS BANK PLC,

as Funding Agent


 


	
  By:

  	
  /s/
  JEFFREY GOLDBERG

  	
   

  
	
   

  	
  Name:
   Jeffrey Goldberg

  	
   

  
	
   

  	
  Title:
   Associate Director

  	
   

  



 


 


BARCLAYS BANK PLC,

as a Series 2000-1 APA Bank


 


	
  By:

  	
  /s/
  JEFFREY GOLDBERG

  	
   

  
	
   

  	
  Name:
   Jeffrey Goldberg

  	
   

  
	
   

  	
  Title:
   Associate Director

  	
   

  



 


 


SHEFFIELD
RECEIVABLES CORPORATION,

as a Series 2000-1 Conduit Purchaser

By: Barclays Bank PLC,

as its attorney-in-fact


 


	
  By:

  	
  /s/
  JASON D. MUNCY

  	
   

  
	
   

  	
  Name:
   Jason D. Muncy

  	
   

  
	
   

  	
  Title:
   Associate Director

  	
   

  



 


[Second Amendment to Pooling
Agreement Signature Page 4 to 5]


 

















 


HSBC BANK PLC,

as a Funding Agent


 


	
  By:

  	
  /s/
  NIGEL BATLEY

  	
   

  
	
   

  	
  Name:
   Nigel Batley

  	
   

  
	
   

  	
  Title:
   Managing Director

  	
   

  



 


 


HSBC BANK USA, NATIONAL ASSOCIATION,

as a Series 2000-1 APA Bank


 


	
  By:

  	
  /s/
  DAVID A. MANDELL

  	
   

  
	
   

  	
  Name:
   David A. Mandell

  	
   

  
	
   

  	
  Title:
   Managing Director

  	
   

  



 


 


REGENCY ASSETS LIMITED,

as a Series 2000-1 Conduit Purchaser


 


	
  By:

  	
  /s/
  MICHAEL WHELAN

  	
   

  
	
   

  	
  Name:
   Michael Whelan

  	
   

  
	
   

  	
  Title:
   Director

  	
   

  



 


[Second Amendment to Pooling
Agreement Signature Page 5 to 5]


 
















 


SCHEDULE
VI

to Amendment


 


ANNEX X


 


to


 


Pooling
Agreement


 


9

















 


ANNEX X

to

Pooling Agreement


 


“ABR”
shall mean, for any day, a per annum alternate base rate (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1%, (c) the Federal Funds Effective Rate in effect
on such day plus  1/2 of 1% and (d) the Eurocurrency Rate for a
one month Accrual Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%, provided
that, for the avoidance of doubt, the Eurocurrency Rate for any day shall be
based on the rate appearing with respect to the relevant currency on the
Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of
such page) at approximately 11:00 a.m. London time on such day.  If for any reason, the relevant Funding Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Base CD Rate, the Federal Funds
Effective Rate or the Eurocurrency Rate or any of them for any reason,
including the inability or failure of the relevant Funding Agent to obtain
sufficient quotations in accordance with the terms of the definitions thereof,
the ABR shall be determined without regard to clause (b), (c) and/or
(d), (as applicable), of the
immediately preceding sentence, as appropriate, until the circumstances giving
rise to such inability no longer exist. 
Any change in the ABR due to a change in the Prime Rate, the Base CD
Rate, the Federal Funds Effective Rate or the Eurocurrency Rate shall be
effective on the effective date of such change in the Prime Rate, the Base CD
Rate, the Federal Funds Effective Rate or the Eurocurrency Rate,
respectively.  The term “Prime Rate” shall mean the rate of interest per annum
publicly announced from time to time by the relevant Funding Agent as its prime
rate in effect at its principal office in New York City; each change in the
Prime Rate shall be effective on the date such change is publicly announced as
being effective.  The term “Base CD  Rate” shall
mean the sum of (a) the product of (i) the Three-Month Secondary CD
Rate and (ii) Statutory Reserves and (b) the Assessment Rate.  The term “Three-Month
Secondary CD Rate” shall mean, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on
such day (or, if such day shall not be a Business Day, the next preceding
Business Day) by the Board of Governors through the public information
telephone line of the Federal Reserve Bank of New York (which rate will, under
the current practices of the Board of Governors, be published in Federal
Reserve Statistical Release H.15(519) during the week following such day), or,
if such rate shall not be so reported on such day or such next preceding
Business Day, the average of the secondary market quotations for three-month
certificates of deposit of major money center banks in New York City received
at approximately 10:00 a.m. New York City time, on such day (or, if such
day shall not be a Business Day, on the next preceding Business Day) by the
relevant Funding Agent from three negotiable certificate of deposit dealers in
New York City of recognized standing selected by it.


 


“Accrual
Period” shall mean, for any Series, the period from and including a
Distribution Date, or, in the case of the initial Accrual Period for such
Series, the date of issuance of such Series, to but excluding the succeeding
Distribution Date.


 


“Accumulation
Period” shall have, with respect to any Outstanding Series, the
meaning assigned to such term in the related Supplement.


 


“Acquired
Line of Business” shall mean any business acquired by an Approved
Originator after the Series 2000-1 Issuance Date.


 


10

















 


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


 


“Additional
Originator” shall mean any Originator added as an Approved
Originator pursuant to Section 2.09
of the Pooling Agreement after the Initial Issuance Date.


 


“Adjusted
Invested Amount” shall have, with respect to any Outstanding Series,
the meaning assigned to such term in the related Supplement.


 


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


 


“Administrative
Agent” shall mean, with respect to any Series, the Person, if any,
so designated in the related Supplement.


 


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


 


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


 


“Aggregate
Adjusted Invested Amount” shall mean, with respect to any date of
determination, the sum of the Adjusted Invested Amounts with respect to all
Outstanding Series on such date of determination.


 


“Aggregate
Allocated Receivables Amount” shall mean, with respect to any date
of determination, the sum of the Allocated Receivables Amounts with respect to
all Outstanding Series on such date of determination.


 


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


 


11

















 


“Aggregate
Initial Daily Collections” shall mean, with respect to any Business
Day, the aggregate amount of all Collections deposited into the Collection
Accounts.


 


“Aggregate
Invested Amount” shall mean, at any date of determination, the sum
of the Invested Amounts with respect to all Outstanding Series on such
date of determination.


 


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


 


“Aggregate
Obligor Overconcentration Amount” shall mean, on any date of
determination, the Principal Amount of non-Defaulted Receivables due from an
Eligible Obligor and with respect to which a Participation has been granted by
the Company to the Trust at such date, that when expressed as a percentage of
the Principal Amount of all Eligible Receivables in the Trust at such date of
determination, exceeds the Obligor Limit set forth in Schedule 3
to the Pooling Agreement under heading (E) “Obligor
Limit”.


 


“Aggregate Originator Country Overconcentration Amount” shall
mean, on any date of determination, the aggregate Principal Amount of
non-Defaulted Receivables sold by an Approved Originator which, when expressed
as a percent of the Principal Amount of all Eligible Receivables in the Trust
at such date of determination, exceeds the Approved Originator Country
Overconcentration Limit.


 


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


 


“Aggregate
Target Receivables Amount” shall mean, on any date of determination,
the sum of the Target Receivables Amounts with respect to all Outstanding Series on
such date of determination.


 


“Allocable
Charged-Off Amount” shall have, with respect to any Series, the
meaning assigned in Section 3.01(g)(i)(A) of
the Pooling Agreement as modified by any Supplement for such Series.


 


“Allocable
Recoveries Amount” shall have, with respect to any Series, the
meaning assigned in Section 3.01(g)(i)(B) of
the Pooling Agreement as modified by any Supplement for such Series.


 


“Allocated
Receivables Amount” shall have, with respect to any Outstanding
Series, the meaning assigned in the related Supplement for such Outstanding
Series.


 


“Amortization
Period” shall have, with respect to any Outstanding Series, the
meaning assigned to such term in the related Supplement for such Outstanding
Series.


 


12

















 


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


 


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


 


“Applicants”
shall have the meaning assigned in Section 5.08
of the Pooling Agreement.


 


“Appropriate Rating” shall mean (i) the rating required
to maintain the existing rating, whether direct or indirect, on each
Outstanding Series of Investor Certificates and if no such rating exists
for such Series of Investor Certificates then (ii) a rating at a
level agreed upon between the Company and the Trustee acting at the direction
of the Funding Agent(s).


 


“Approved
Acquired Line of Business” shall mean each Acquired Line of Business
approved by the Funding Agents in accordance with the proviso in the definition
of Eligible Receivables, with effect on and after the date of such approval.


 


“Approved
Contract Jurisdiction” shall mean (i) the jurisdictions set
forth in the Receivables Specification and Exception Schedule attached to the
Pooling Agreement as Schedule 3
under heading (B) “Approved Contract
Jurisdictions”, representing jurisdictions the law of which may
govern Contracts and (ii) any additional contract jurisdiction added in
accordance with Section 2.09 of the Pooling
Agreement.


 


“Approved
Currency” shall mean (i) initially, United States Dollars,
Pound Sterling, and Euro and (ii) any additional legal currency added in
accordance with Section 2.09 of the Pooling
Agreement.


 


“Approved
Obligor Country” shall mean (i) the countries set forth in the
Receivables Specification and Exception Schedule attached to the Pooling
Agreement as Schedule 3 under heading (A) “Approved Obligor Countries” and (ii) any Obligor
Country which may be added pursuant to and in accordance with the provisions of
Section 2.09(c) of the
Pooling Agreement.


 


“Approved
Obligor Country Overconcentration Limit” shall mean, with respect to
each Approved Obligor Country the percentage, as set forth in the Receivables
Specification and Exception Schedule attached to the Pooling Agreement as Schedule 3 under the heading (D) “Approved
Obligor Country Limit”, (i) which appears next to the
applicable ratings category of the foreign currency rating for such Approved
Obligor Country; provided that if the foreign
currency, long-term debt ratings given by S&P and Moody’s to any Obligor
Country would result in different applicable percentages under Schedule 3 to the Pooling Agreement, the applicable
percentage shall be the percentage associated with the lower foreign currency,
long-term debt rating, as between S&P’s rating and Moody’s rating, of such
Obligor Country or (ii) which is otherwise set forth next to the name of a
specified Approved Obligor Country, in each case, such percentage representing
with respect to each such country the maximum aggregate percentage of
Receivables that may constitute the Trust pool where the related Obligors are
residents in such country.


 


“Approved
Originator” shall mean (i) (A) with respect to the U.S.
Originators, Tioxide Americas Inc., Huntsman Propylene Oxide Ltd., Huntsman
International Fuels L.P., Huntsman Ethyleneamines Ltd., Huntsman International
LLC, Huntsman Advanced Materials Americas Inc. and Huntsman Petrochemical
Corporation; and (B) with respect to the European Originators, Huntsman
Holland B.V., Tioxide Europe Limited, Huntsman Advanced Materials (Europe)
BVBA, Huntsman Surface Sciences UK Ltd., Tioxide Europe S.r.l., Huntsman
Surface Sciences Italia S.r.l., Huntsman Patrica 


 


13

















 


S.r.l., Tioxide Europe S.L.,
Huntsman Performance Products Spain, S.L., Tioxide Europe S.A.S. and Huntsman
Surface Sciences (France) S.A.S.; and (ii) any entity that may be approved
as an Additional Originator pursuant to, and in accordance with, the provisions
of Section 2.09 of the Pooling
Agreement.


 


“Approved
Originator Country Overconcentration Limit” shall mean, with respect
to each country in which an Approved Originator is located, the percentage, as
set forth in the Receivables Specification and Exception Schedule attached to
the Pooling Agreement as Schedule 3
under heading (F) “Approved Originator Country
Overconcentration Limit”, which appears next to the name of such
country, such percentage representing with respect to each such country the
maximum aggregate percentage of Receivables that may constitute the Trust pool
where the related Approved Originators are residents in such country.


 


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


 


“Authorized
Newspaper” shall mean collectively, the Wall Street Journal, the
International Wall Street Journal, the Financial Times (European Edition) of
London, England, and solely with respect to Certificates listed on the
Luxembourg Stock Exchange, d’Wort of Luxembourg.  If any of such newspapers shall cease to be
published, the Master Servicer, the Company (or the Master Servicer on behalf
of the Company) or the Trustee shall substitute for it another newspaper in
Luxembourg (with respect to d’Wort of Luxembourg) and in Europe (with respect
to the International Wall Street Journal and the Financial Times (European
Edition) of London, England) and in the United States (with respect to the Wall
Street Journal), customarily published at least once a day for at least five (5) days
in each calendar week, of general circulation.


 


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


 


“Belgian
Collection Adjustment Amount” shall mean on any date of
determination, the amount (if any) equal to the product of the Principal Amount
of non-Defaulted Receivables sold by the Belgian Originator multiplied by the Belgian Collection Adjustment Percentage; provided that no Belgian Collection Adjustment Amount shall
apply on and after the date upon which for three (3) consecutive Settlement
Periods the amount of Belgian Collections received during each Settlement
Period in the Belgian Collection Account exceeeds 95% of the amount of Belgian
Collections received during the such Settlement Period.


 


“Belgian
Collection Adjustment Percentage” shall mean (1) on any date of
determination occurring during the nine months immediately after the Series 2000-1
Issuance Date on which the Servicer Guarantor’s corporate credit rating by
S&P is less than “B” and the corporate family rating by Moody’s is less
than “B2” and (2) on any date of determination occurring nine months after
the Series 2000-1 Issuance Date, the amount expressed as a percentage
equal to (a) (i) 0.95 multiplied by
the amount of Belgian Collections received during the Settlement Period most
recently ended minus (ii) the amount of
Belgian Collections received during the Settlement Period most recently ended
in the Belgian Collection Account divided by (b) the
amount of Belgian Collections received during the relevant Settlement Period; provided that if the amount calculated is a negative value,
the Belgian Collection Adjustment Percentage shall be an amount equal to zero; provided, further, that 


 


14

















 


after any date on which the
Belgian Collection Adjustment Percentage has been zero, it shall remain zero.


 


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


 


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


 


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


 


“Belgian
Receivables” shall mean the Receivables originated by a Belgian
Originator and sold to Huntsman International, then contributed, transferred,
assigned and conveyed to the Company and with respect to which a Participation
and security interest were granted by the Company to the Trust.


 


“Belgian
Receivables Purchase Agreement” means the Belgian Receivables
Purchase Agreement dated November 13, 2008, between the Belgian
Originators and the Contributor as amended, supplemented or otherwise modified
from time to time in accordance with the Transaction Documents.


 


“Board”
means, with respect to any entity, such entity’s board of directors (in the
case of a corporation), board of managers (in the case of a limited liability
company) or equivalent governing body in other cases.


 


“Board of
Governors” shall mean the Board of Governors of the Federal Reserve
System of the United States of America.


 


“Book-Entry
Certificates” shall mean Certificates evidencing a beneficial
interest in the Investor Certificates, ownership and transfers of which shall
be made through book entries by a Clearing Agency as described in Section 5.12 of the Pooling Agreement; provided,
however, that after the occurrence of a condition whereupon book-entry
registration and transfer are no longer permitted and Definitive Certificates
are issued to the Certificate Book-Entry Holders, such Investor Certificates
shall no longer be “Book-Entry Certificates.


 


“Business Day”
shall mean any day other than (i) a Saturday or a Sunday and (ii) any
other day on which commercial banking institutions or trust companies in (A) the
State of New York, (B) London, England, or (C) the city where the
Corporate Trust Office of the Trustee is located, which on the Effective Date
shall be Dublin, Ireland and which, in each case, are authorized or obligated
by law, executive order or governmental decree to be closed; provided that, when used in connection with the calculation
of Certificate Rates which are determined by reference to the One-Month LIBOR, “Business Day” means any business day banks are open for
dealings in dollar deposits in the London interbank market; and further provided that when used in connection with the
calculation of Certificate Rates which are determined by reference to the
One-Month EURIBOR, “Business Day”
means any business day on which commercial banks are open for business in
London, Amsterdam and Luxembourg and on which the Trans-European Automated Real
Time Gross Settlement Express Transfer (“TARGET”)
payment system is operating.


 


15

















 


“Business Day
Received” shall mean, except as otherwise set forth in the
applicable Supplement, with respect to funds deposited in a Collection Account,
such day of deposit.


 


“Capital
Stock”  means (i) with respect to
any Person that is a corporation, any and all shares, interests, participations
or other equivalents (however designated and whether or not voting) of
corporate stock, including each class of common stock and preferred stock of
such Person and (ii) with respect to any Person that is not a corporation,
any and all partnership, membership or other equity interests of such Person.


 


“Certificate”
shall mean any certificate issued pursuant to the Pooling Agreement or any
Supplement.


 


“Certificate
Book-Entry Holder” shall mean, with respect to a Book-Entry
Certificate, the Person who is listed on the books of the Clearing Agency, or
on the books of a Person maintaining an account with such Clearing Agency, as
the beneficial owner of such Book-Entry Certificate (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).


 


“Certificate
of Formation” shall mean the certificate of formation with respect
to the Company filed with the Secretary of State of Delaware pursuant to Section 18-201
of the Delaware Limited Liability Company Act, and any and all amendments
thereto and restatements thereof.


 


“Certificate
Rate” shall mean, with respect to any Series and Class of
Investor Certificates, the percentage interest rate (or formula on the basis of
which such interest rate shall be determined) stated in the applicable
Supplement.


 


“Certificate
Register” shall mean the register maintained pursuant to Section 5.03(a) of the Pooling Agreement providing
for the registration of the Investor Certificates and transfers and exchanges
thereof.


 


“Change of Control”  shall mean:


 


(a)           any “person” or “group” (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act)
(“Person” or “Group”),
other than Mr. Jon M. Huntsman, his spouse, direct descendants, an entity
controlled by any of the foregoing and/or by a trust of the type described
hereafter, and/or a trust for the benefit of any of the foregoing (the “Huntsman Group”) or GOP, is or becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
person shall be deemed to have “beneficial ownership” of all securities that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time) (“Beneficial
Owner”), directly or indirectly, of 35% or more of the then
outstanding voting capital stock of Huntsman International other than in a
transaction having the approval of the Board of the Parent Company, or, if
there is no Parent Company, of the Board of Huntsman International; provided, that in each case, at least a majority of the
members of such approving Board are Continuing Directors of such entity; or


 


(b)           Continuing Directors cease to
constitute at least a majority of the members of the Board of Huntsman
International or the Board of any Parent Company; or


 


(c)           (1) any Person or Group,
other than the Huntsman Group or GOP, is or becomes the Beneficial Owner,
directly or indirectly, of 35% or more of the then outstanding voting capital 


 


16

















 


stock
of Huntsman International and (2) the long-term corporate credit rating of
Huntsman International has been reduced to “B-” or below by S&P or “B3” or
below by Moody’s as a result thereof; or


 


(d)           the acquisition, directly or
indirectly, of 35% or more of the then outstanding voting capital stock of the
Parent Company by Hexion Specialty Chemicals Inc. or any of its Affiliates.


 


“Charged-Off
Receivables” shall mean, with respect to any Settlement Period, all
Receivables which, in accordance with the Policies have or should have been
written off during such Settlement Period as uncollectible, including the
Receivables of any Obligor which becomes the subject of any voluntary or
involuntary bankruptcy proceeding.


 


“Class”
shall mean, with respect to any Series, any one of the classes of Investor
Certificates of that Series as specified in the related Supplement.


 


“Clean Up
Call Repurchase Price” shall have the meaning assigned in Section 9.02(a) of the Pooling Agreement.


 


“Clearing
Agency” shall mean each organization registered as a “clearing agency” pursuant to Section 17A of the
Exchange Act.


 


“Clearing
Agency Participant” shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects transfers and pledges of securities deposited with such Clearing
Agency.


 


“Code”
shall mean the United States Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder from time to time.


 


“Collection
Account Agreements” shall mean (i) on the Effective Date, each
of the Collection Account Agreements, dated as of December 21, 2000 (or
thereabout, between the Company and the Collection Account Bank, and (ii) after
the Effective Date, any other collection account agreement entered into by the
Company and an Eligible Institution, in each case in the form reasonably
satisfactory to each Funding Agent.


 


“Collection
Account Bank” shall mean any bank holding a Collection Account or a
Master Collection Account which will be an Eligible Institution appointed by
the Company.


 


“Collection
Accounts” shall mean the accounts established and maintained by the
Company in accordance with the Collection Account Agreements and into which
Collections shall be deposited.


 


“Collections”
shall mean all collections and all amounts received in respect of the
Receivables in which a Participation has been granted to the Trust and in which
a security interest was granted in favor of the Trustee for the benefit of the
Certificateholders, including Recoveries, Adjustment Payments, indemnification
payments made by the Master Servicer, and payments received in respect of
Dilution Adjustments, together with all collections received in respect of the
Related Property in the form of cash, checks, wire transfers or any other form
of cash payment, and all proceeds of Receivables and collections thereof
(including collections evidenced by an account, note, instrument, letter of
credit, security, contract, security agreement, chattel paper, general
intangible or other evidence of indebtedness or security), whatever is received
upon the sale, exchange, collection or 


 


17

















 


other disposition of, or any
indemnity, warranty or guaranty payable in respect of, the foregoing and all “proceeds” of the Receivables as defined in Section 9-102(a)(64) of the applicable UCC.


 


“Commission”
shall means a payment made to a third party vendor or distributor who on-sells
products to Obligors.


 


“Commission Accruals”
shall mean, with respect to any date of determination, for the purposes of
determining the Aggregate Receivables Amount, the aggregate amount of
outstanding Commission balances as of the Business Day immediately preceding
the date of such determination.


 


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


 


“Company
Concentration Accounts” shall mean the accounts which are
established by the Trustee pursuant to Section 3.01(a)(i) of
the Pooling Agreement and set forth in Schedule 1 to the Pooling Agreement.


 


“Company
Exchange” shall have the meaning assigned in Section 5.11(a) of
the Pooling Agreement.


 


“Company
Obligations” shall mean all obligations owed by the Company for
commissions, fees, expenses, indemnifications, and all other obligations and
liabilities of every nature of the Company, from time to time owed to the
Trustee, each Funding Agent and the Investor Certificateholders, whether direct
or indirect, absolute or contingent, due or to become due, or now existing or
thereafter incurred, whether on account of commissions, amounts owed and
payable, incurred fees, indemnities, out of pocket costs or expenses (including
all reasonable fees and disbursements of counsel) or otherwise which arise
under any Transaction Document.


 


“Company
Receipts Accounts” shall mean the accounts established and
maintained by the Company pursuant to Section 3.01(c) of
the Pooling Agreement and set forth in Schedule 1 to
the Pooling Agreement, which are in existence from time to time and into which
amounts due to the Company under the Pooling Agreement and any Supplement are
deposited from time to time.


 


“Company
Subordinated Obligations” shall mean any Company Obligation or other
liability designated as such in any Pooling and Servicing Agreement, each of
which payment obligations and other liabilities shall (i) be subordinated
and subject to the prior payment in full of all Company Unsubordinated
Obligations then due, (ii) be made solely from funds available to the
Company that are not required to be applied to Company Unsubordinated
Obligations then due and (iii) not constitute a general recourse claim
against the Company, but only a claim against the Company to the extent of
funds available to the Company after satisfying all Company Unsubordinated
Obligations then due.


 


“Company
Unsubordinated Obligations” shall mean all Company Obligations and
other liabilities of the Company under any Pooling and Servicing Agreement that
are not designated as Company Subordinated Obligations.


 


“Confidential
Information” shall have the meaning assigned to such term in Section 8.16 of the Contribution Agreement.


 


18
















 


“Continuing
Directors” shall mean, as of any date and with respect to any
entity, the collective reference to:


 


(a)           all members of the Board of
such entity who have held office continuously since the date of this Agreement,
and


 


(b)           all members of the Board of
such entity who assumed office after the date of this Agreement and whose
appointment or nomination for election by the holders of voting capital stock
of such entity was approved by a vote of at least 50% of the Continuing
Directors in office immediately prior to such appointment or nomination or by
the Huntsman Group.


 


“Contract”
shall mean an agreement between an Originator and an Obligor (including but not
limited to, a written contract, an invoice, a purchase order or an open
account) pursuant to or under which such Obligor shall be obligated to make
payments in respect of any Receivable or any Related Property to such
Originator from time to time.


 


“Contractual
Obligation” shall mean, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.


 


“Contribution
Agreement” shall mean the Amended and Restated Contribution
Agreement dated as of April 18, 2006, between Huntsman International, as
contributor, and the Company, as amended, supplemented or otherwise modified
from time to time in accordance with the Transaction Documents.


 


“Contribution
Date” shall have the meaning set forth in Section 2.01(a)(i) of
the Contribution Agreement.


 


“Contribution
Value” shall have the meaning set forth in Section 2.02
of the Contribution Agreement.


 


“Contributor”
shall mean Huntsman International.


 


“Contributor
Adjustment Payment” shall have the meaning assigned to such term in Section 2.06(a) of the Contribution Agreement.


 


“Contributor
Dilution Adjustment Payment” shall have the meaning assigned to such
term in Section 2.05 of the Contribution
Agreement.


 


“Contributor
Indemnification Payment” shall have the meaning assigned to such
term in Section 2.06(b) of the
Contribution Agreement.


 


“Corporate
Trust Office” shall mean the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the Effective Date through the Transferred
Business Effective Date was located at JPMorgan House, International Financial
Services Centre, Dublin 1, Ireland and on and after the Transferred Business
Effective Date is located at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.


 


19

















 


“Credit
Enhancement” shall have the meaning ascribed to such term in the
Asset Purchase Agreement for the respective Series.


 


“Credit
Enhancer” shall mean, with respect to any Series, that Person, if
any, designated as such in the applicable Supplement.


 


“CT
Corporation” shall mean CT Corporation Inc.


 


“Daily Report”
shall mean a report prepared by the Master Servicer pursuant to Section 4.01 of the Servicing Agreement on each
Business Day, substantially in the form of Exhibit B
attached to the Pooling Agreement.


 


“Days Sales
Outstanding” shall mean, as of any Settlement Report Date and
continuing until (but not including) the next Settlement Report Date, the
number of days equal to the product of (i) 91 and (ii) the amount
obtained by dividing (A) the aggregate Principal Amount of Receivables as
of the last day of the Settlement Period immediately preceding such earlier
Settlement Report Date, by (B) the aggregate Principal Amount of
Receivables contributed by the Contributor to the Company (and with respect to
which thereafter the Company has granted the Participation to the Trust and a
security interest in favor of the Trustee for the benefit of the
Certificateholders) for the three Settlement Periods immediately preceding such
earlier Settlement Report Date.


 


“Defaulted
Receivable” shall mean any Eligible Receivable (a) which is
unpaid in whole or in part (other than as a result of a Dilution Adjustment)
for more than sixty (60) days after its original due date or (b) which is
a Charged-Off Receivable prior to sixty (60) days after the original due date.


 


“Definitive
Certificates” shall have the meaning assigned in Section 5.12 of the Pooling Agreement.


 


“Delinquency
Ratio” shall mean, as of the last day of each Settlement Period, the
percentage equivalent of a fraction, the numerator of which shall be the
aggregate unpaid balance of Receivables contributed by the Contributor to the
Company (and with respect to which the Company has granted a Participation and
a security interest to the Trust) that were thirty one (31) to sixty (60) days
past due during such Settlement Period, and the denominator of which shall be
the aggregate Principal Amount of Receivables contributed by the Contributor to
the Company (and, in each case, the Company has granted a Participation and a
security interest to the Trust) during the second prior Settlement Period
(including the Settlement Period ended on such day).


 


“Depository”
shall mean, with respect to any Series, the Clearing Agency designated as the “Depository” in the related Supplement.


 


“Depository
Agreement” shall mean, with respect to any Series, an agreement
among the Company, the Trustee and a Clearing Agency, in a form reasonably
satisfactory to the Trustee, and the Company.


 


“Depository
Participant” shall mean a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depository effects
book entry transfers and pledges of securities deposited with the Depository.


 


“Designated
Line of Business” shall mean any line of business which the Master
Servicer can identify by means of product, ledger, code or other means of
identification so that Receivables 


 


20

















 


originated with respect to
such Designated Line of Business are identifiable and distinguished from all
other Receivables of the relevant Originator or Originators.


 


“Dilution
Adjustment” shall mean any payment adjustments (including payment
adjustments arising as a result of any reconciliation) of any Eligible
Receivables, and the amount of any other reduction of any payment under any
Receivable, in each case granted or made by an Originator to the related
Obligor; provided, however, that a “Dilution Adjustment” shall not include (1) any Collection
on a Receivable or Charged-Off Receivable or (2) any Timely Payment
Discount, Commission or any Volume Rebate for which a reserve is maintained to
account for any potential offset; provided,
further, that for purposes of
determining the Dilution Ratio, with respect to Dilution Adjustments relating
to invoices where the entire invoice balance has been cancelled or credited
(each referred to as “credited”) and a rebilled invoice subsequently issued for
the same item (together called “credit and re-bills”), the Dilution Adjustment
shall include: (i) the net difference (only if a positive value) between
the original invoice amount and the subsequent rebilled amount so long as the
rebilled invoice is issued within 5 Business Days of the original invoice being
credited, which was credited in its entirety or (ii) the entire amount of
the cancelled or credited invoice should the subsequent rebilled invoice be
issued after 5 Business Days of the original invoice being credited in its
entirety. For credit and re-bills in which the credit and re-bill occur in
separate Settlement Periods, the amount of the Dilution Adjustment, as
calculated above will be listed as occurring in the Settlement Period of the
original invoice date.


 


“Dilution
Horizon” shall mean in relation to any Receivable the number of days
from the date on which such Receivable was created to the date on which a
Dilution Adjustment with respect to such Receivable is issued by the
Originator. Dilution Horizon relating to invoices where the entire invoice
balance has been cancelled or credited and a rebilled invoice subsequently
issued for the same item (together called “credit and re-bills”) shall mean the
number of days from the date on which the invoice reflecting such Receivable
was first created to the date of the re-billed invoice.


 


“Dilution Horizon Factor” shall mean a fraction, the numerator
of which is the aggregate weighted average Dilution Horizon of the Originators
(based upon the Dilution Adjustment of the selected Receivables) for such
period. “Dilution Horizon Factor” shall be
calculated by the Master Servicer each June and December by selecting
a random sample of 50 Dilution Adjustments per each Originator over the
preceding three months, with the exception of Huntsman Petrochemical
Corporation and Huntsman Holland B.V. in which case the random sample shall
include 100 Dilution Adjustments created during such period.  The Master Servicer will prepare a table by
originator for the Funding Agents which will include for each Dilution
Adjustment the original invoice date, invoice amount, Obligor, amount of the
credit or net from credit and re-bill, if applicable (see Dilution Adjustment),
and a description of each Dilution Adjustment. 
A weighted average Dilution Horizon per Originator in days will be
computed therefrom based on the amount of Dilution Adjustment per item and the
Dilution Horizon per item.   A weighted
average for the program will be computed therefrom by weighting the weighted
average Dilution Horizon per Originator by the average amount of Dilution
Adjustments by originator over the preceding three months.  The denominator for “Dilution
Horizon Factor” shall be 30; it being understood, that
if the required sample size of Dilution Adjustments is not available, the Master
Servicer will compute the preceding calculations on such other amount
available; it being further understood, that the
random sample shall not include any adjustments resulting from any Timely
Payment Discount, Commission or any Volume Rebate for which a reserve is
maintained to account for any potential offset.


 


21

















 


“Dilution
Period” shall mean, as of any Settlement Report Date and continuing
until (but not including) the next Settlement Report Date, the quotient of (i) the
product of (A) the aggregate Principal Amount of the Receivables that were
contributed by the Contributor to the Company (and in which thereafter a
Participation and security interest were granted by the Company to the Trust),
as applicable during the Settlement Period immediately preceding such earlier
Settlement Report Date and (B) the Dilution Horizon Factor as of such
Settlement Report Date and (ii) the Aggregate Receivables Amount as of the
last day of the Settlement Period immediately preceding such earlier Settlement
Report Date.


 


“Dilution
Ratio” shall mean, as of the last day of each Settlement Period, an
amount (expressed as a percentage) equal to the aggregate amount of Dilution
Adjustments made during such Settlement Period divided by
the aggregate Principal Amount of Receivables that were contributed by the
Contributor to the Company (and thereafter a Participation and security
interest were granted by the Company to the Trust) during the immediately
preceding Settlement Period (including the Settlement Period ended on such
day).


 


“Discounted
Percentage” shall mean (i) with respect to the calculation of
the Contribution Value attributed to the Receivables and the other Receivable
Assets related thereto to be contributed by the Contributor to the Company, a
percentage agreed upon by the Contributor, and consented to by each Funding
Agent (such consent not to be unreasonably withheld) from time to time that
reflects, among other factors, the historical rate at which Receivables are
charged off in accordance with the Policies and (ii) with respect to the
calculation of the related Contribution Value or Originator Purchase Price, a
percentage agreed upon by the related Originator and the Contributor and
consented to by each Funding Agent (such consent not to be unreasonably
withheld) from time to time that reflects, among other factors, the historical
rate at which Receivables are charged off in accordance with the Policies of
the related Originator.


 


“Distribution
Date” shall mean, (i) except as otherwise set forth in the
applicable Supplement and in clause (ii) hereof,
the 15th day of the month, or if such 15th day is not a Business Day, the next
succeeding Business Day.


 


“Dollars”,
“United States Dollars”, “U.S. Dollars” and “$” shall mean
the legal currency of the United States of America.


 


“Dutch
Originator” shall mean any of (i) Huntsman Holland B.V. and (ii) after
the Initial Issuance Date, any Approved Originator incorporated in the
Netherlands.


 


“Dutch
Receivables” shall mean the Receivables originated by a Dutch
Originator and sold to Huntsman International, then contributed, transferred,
assigned and conveyed to the Company and with respect to which a Participation
and security interest were granted by the Company to the Trust.


 


“Dutch
Receivables Purchase Agreement” means the Dutch Receivables Purchase
Agreement, between the Dutch Originators and the Contributor as amended,
supplemented or otherwise modified from time to time in accordance with the
Transaction Documents, and attached as Attachment 1 to the Omnibus Receivables
Purchase Agreement.


 


22

















 


“Early
Amortization Event” shall have, with respect to any Series, the
meaning assigned in Section 7.01
of the Pooling Agreement (without taking into account any Supplements) and in
any Supplement for such Series.


 


“Early
Amortization Period” shall have, with respect to any Series, the
definition assigned to such term in Section 7.01
of the Pooling Agreement (without taking into account any Supplements) and in
any Supplement for such Series.


 


“Early
Originator Termination” shall have the meaning assigned in Section 7.01 (or other corresponding section) of the
applicable Origination Agreement.


 


“Early
Program Termination” shall have the meaning assigned in Section 7.02 (or other corresponding section) of the
applicable Origination Agreement.


 


“ECI Holder”
shall mean any holder of an Exchangeable Company Interest, but only to the
extent of such Exchangeable Company Interest.


 


“Effective Date”
shall mean December 21, 2000.


 


“Eligible
Institution” shall mean (a) with respect to accounts in the
United States a depositary institution or trust company (which may include the
Trustee and its Affiliates) organized under the laws of the United States of
America or any one of the States thereof or the District of Columbia; provided, however, that
at all times (i) such depositary institution or trust company is a member
of the Federal Deposit Insurance Corporation, (ii) the unsecured and
uncollateralized debt obligations of such depositary institution or trust
company are rated in one of the two highest long-term or short-term rating
categories by each Rating Agency and (iii) such depositary institution or
trust company has a combined capital and surplus of at least $100,000,000 and (b) with
respect to accounts outside the United States an entity authorized to accept
deposits in the relevant jurisdiction which has unsecured and uncollateralized
debt obligations rated in one of the two highest long-term or short-term rating
categories by each Rating Agency.


 


“Eligible
Investments” shall mean any book entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:


 


(a)           direct obligations of,
or obligations fully guaranteed as to timely payment by, the United States of
America or any OECD Country;


 


(b)           federal
funds, demand deposits, time deposits or certificates of deposit of any
depositary institution or trust company incorporated under the laws of the
United States of America, any state thereof (or any domestic branch of a
foreign bank) or any OECD Country and subject to supervision and examination by
federal, state or foreign banking or depositary institution authorities; provided, however, that
at the time of the investment or contractual commitment to invest therein the
commercial paper or other short term unsecured debt obligations (other than
such obligations the rating of which is based on the credit of a Person other
than such depository institution or trust company) thereof shall have a credit
rating from each of the Rating Agencies rating such investment in the highest
investment category granted thereby;


 


23

















 


(c)           commercial paper rated, at the
time of the investment or contractual commitment to invest therein, in the
highest rating category by each Rating Agency rating such commercial paper;


 


(d)           investments in money market
funds (including funds for which the Trustee or any of its Affiliates is
investment manager or adviser) rated in the highest rating category by each
Rating Agency rating such money market fund (provided
that, if such Rating Agency is S&P, such rating shall be “AAA”);


 


(e)           bankers acceptances issued by
any depository institution or trust company referred to in clause (b) above;
or


 


(f)            repurchase obligations with
respect to any security that is a direct obligation of, or fully guaranteed by,
the United States of America, any OECD Country or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the
United States of America or such OECD Country, in either case entered into with
a depository institution or trust company (acting as principal) described in clause (b) above;


 


provided that “Eligible Investments” shall exclude any obligations which
are:


 


(i)            issued by the United Kingdom
government or by any governmental entity or body (whether local or national) of
the United Kingdom;


 


(ii)           issued by a
company resident in the United Kingdom (or by any other body of persons having
its main seat of business in the United Kingdom);


 


(iii)          issued by a
company (or other body of persons) through a branch situated in the United
Kingdom or for the purposes of a business carried on in the United Kingdom;


 


(iv)          secured on assets
situated in the United Kingdom;


 


(v)           represented by instruments in
bearer form which instruments are at any time physically situated in the United
Kingdom; or


 


(vi)          represented by
instruments in registered form which are registered in a register kept in the
United Kingdom.


 


“Eligible
Obligor” shall mean, as of any date of determination, each Obligor
in respect of a Receivable that satisfies the following eligibility criteria:


 


(a)           it is located in an Approved
Obligor Country;


 


(b)           it is not Huntsman
International or an Affiliate thereof; and


 


(c)           it is not the subject of any
voluntary or involuntary bankruptcy proceeding.


 


“Eligible
Receivable” shall mean, as of any date of determination, each
Receivable owing by an Eligible Obligor that as of such date satisfies the
following eligibility criteria:


 


24

















 


(a)           it is not a Defaulted
Receivable;


 


(b)           the goods related to it
shall have been shipped and the services related to it shall have been
performed and such Receivable shall have been billed to the related Obligor;


 


(c)           it arose in the
ordinary course of business from the sale of goods, products and/or services by
the related Originator and in accordance with the Policies of such Originator
and, at such date of determination, the related Origination Agreement has not
been terminated as to such Originator;


 


(d)           it does not contravene
any applicable law, rule or regulation and the related Originator is not
in violation of any law, rule or regulation in connection with it, in each
case which in any way would render such Receivable unenforceable or would
otherwise impair in any material respect the collectibility of such Receivable;


 


(e)           it is not a Receivable
for which an Originator has established a specific offsetting reserve; provided that a Receivable subject only in part to the
foregoing shall be an Eligible Receivable to the extent not so subject;


 


(f)            it is not a Receivable
with original payment terms in excess of 120 days from the first day of the
month following the month in which an invoice was created (“Net Terms”); provided that a
receivable may have Net Terms greater than 120 days if each Funding Agent has
consented thereto;


 


(g)           the related Originator
or Obligor is not in default in any material respect under the terms of the
Contract, if any, from which such Receivable arose;


 


(h)           (i) all right,
title and interest in such Receivable has been legally and validly, directly or
indirectly, sold to the Contributor by the related Originator and contributed
by Huntsman International to the Company pursuant to the related Origination
Agreement, or (ii) all right, title and interest in such Receivable has
been legally and validly, directly or indirectly, transferred, assigned or sold
to the Company by the related Originator pursuant to the related Origination
Agreement;


 


(i)            (i) the Company
will either have legal and beneficial ownership therein or a continuing first
priority perfected security interest therein free and clear of all Liens other
than Permitted Liens and (ii) such Receivable has been the subject of a
grant of a Participation and security interest by the Company to the Trust and
the subject of the grant of a continuing first priority perfected security
interest therein from the Company to the Trust free and clear of all Liens
other than such Permitted Liens;


 


(j)            the Contract related
to such Receivables (i) expressly prohibits any offset, counterclaim, or
defense with respect to such Receivables or (ii) does not contain such
prohibition but (x) the Obligor with respect to such Receivables is not a
supplier of goods or services purchased by the Originator of such Receivables
or (y) the Aggregate Receivables Amount has been reduced by the Potential
Offset Amount; provided that the aggregate
Principal Amount of all such Receivables described in clause (ii) above
does not exceed 10% of the Aggregate Receivables Amount;


 


25

















 


(k)           it is at all times the
legal, valid and binding obligation of the Obligor thereon, enforceable against
such Obligor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or law);


 


(l)            as of the date of
contribution or sale, as the case may be, of such Receivable, neither of the
Company nor any Originator has (i) taken any action in contravention of
the terms of any Transaction Document that would impair the rights of the
Trustee or the Investor Certificateholders therein or (ii) failed to take
any action required to be taken by the terms of any Transaction Document that
was necessary to avoid impairing the rights therein of the Trustee or Investor
Certificateholders with respect to such Receivables;


 


(m)          as of the date of
purchase of such Receivable, each of the representations and warranties made in
the applicable Origination Agreement by the related Originator with respect to
such Receivable is true and correct in all material respects;


 


(n)           at the time any such
Receivable was contributed by the Contributor to the Company under the
Contribution Agreement, no Insolvency Event had occurred with respect to the
Contributor or the Company;


 


(o)           the governing law of
the related Contract is the law of an Approved Contract Jurisdiction;


 


(p)           it is not subject to
any withholding taxes of any applicable jurisdiction or political subdivision
and is assignable free and clear of any sales or other tax, impost or levy,
unless an appropriate reserve, as determined by each Funding Agent, is made for
such tax liability;


 


(q)           the Obligor of which is
not a Government Obligor or an individual;


 


(r)            either (i) the
Contract related to such Receivable does not expressly prohibit, or require
consent to be obtained from the related Obligor in connection with, a sale,
transfer, assignment or conveyance of such Receivable, (ii) if such
consent is required, the related Obligor has consented in writing in accordance
with the terms of the Contract and applicable laws or (iii) the Contract
related to such Receivable is governed by the laws of a State of the United
States, the assignment thereof is subject to Sections
9-406 and 9-407 of the
UCC (or similar applicable provision) of such State which permits the effective
assignment of such Receivable and the related rights under such Contract
against the Obligor of such Receivable notwithstanding the failure of the
assignor to obtain the consent of the Obligor in connection with such
assignment;


 


(s)           it is denominated and
payable only in an Approved Currency;


 


(t)            the Obligor of which
has not defaulted on any payment obligation to an Originator at any time during
the three year period preceding the contribution or sale of such 


 


26

















 


Receivable
to the Company, other than any payments which the Obligor has disputed in good
faith;


 


(u)           either the Trust is
excluded from the definition of “investment company”
pursuant to Rule 3a-7 under the 1940 Act, or such Receivable is an account
receivable representing all or part of the sales price of merchandise,
insurance or services within the meaning of Section 3(c)(5) of the
1940 Act;


 


(v)           all required consents,
approvals, authorizations or notifications necessary for the creation and
enforceability of such Receivable and the effective contribution by the
Contributor to the Company and grant of a Participation and grant of a security
interest by the Company to the Trust shall have been obtained or made with
respect to such Receivable;


 


(w)          constitutes an account
(and not an “instrument” or “chattel paper” unless such “instrument”
or “chattel paper” has been stamped in the
manner set forth in Section 2.01(b) of
the Pooling Agreement) within the meaning of Section 9-102
of the UCC that governs the perfection of the interest granted therein);


 


(x)            no Originator
Termination Event has occurred with respect to the Originator of such
Receivable;


 


(y)           the Company has the
benefit of any existing marine insurance policy naming Huntsman Corporation as
named insured to the extent the benefits of such policy extend to the Company;


 


(z)            if the Servicer
Guarantor’s corporate credit rating by S&P is less than “B” or the
corporate family rating by Moody’s is less than “B2” and the Originator of such
Receivables is located in Spain, the Obligor of such Receivables has been
instructed to make payments with respect to such Receivable to a Collection
Account in the name of the Company;


 


(aa)         if it is transferred
under the French Receivables Purchase Agreement, it is governed by French law
and the Obligor of such Receivable is a French Obligor or an Obligor located in
the Netherlands or Belgium;


 


(bb)         the Obligor has been
instructed to make payments in respect of such Receivable to the relevant
Collection Account and such instructions have not been modified or revoked; and


 


(cc)         if it is transferred
under the Belgian Receivables Purchase Agreement, the Obligor of such
Receivable has been notified of the transfer of such Receivable by the relevant
Belgian Originator to the Contributor under the Belgian Receivables Purchase
Agreement, by the Contributor to the Company under the Contribution Agreement and
by the Company to the Trust under the Pooling Agreement;


 


provided that (A) Acquired Line of Business Receivables originated by an
Eligible Obligor shall constitute Eligible Receivables only to the extent that
the requirements of Section 2.09(e)


 


27

















 


of
the Pooling Agreement have been satisfied and all other criteria with respect
to Eligible Receivables set forth in the definition thereof are satisfied with
respect to any such Acquired Line of Business Receivable and (B) Receivables
originated with respect to Excluded Designated Lines of Business shall
constitute Eligible Receivables only to the extent provided in Section 2.10(c) of the Pooling Agreement and so
long as all criteria with respect to Eligible Receivables set forth in the
definition thereof are satisfied with respect to any such Receivable originated
with respect to an Excluded Designated Line of Business.


 


“Enhancement”
shall mean, with respect to any Series, (i) the funds on deposit in or
credited to any bank account (or subaccount thereof) of the Trust, (ii) any
surety arrangement, any letter of credit, guaranteed rate agreement, maturity
guaranty facility, tax protection agreement, interest rate swap, currency swap
or other contract, agreement or arrangement, in each case for the benefit of
any Investor Certificateholders of such Series, as designated in the applicable
Supplement and (iii) the subordination of one Class of Investor
Certificates in a Series to another Class in such Series or the subordination
of any Interest to the Investor Certificates of such Series.


 


“ERISA”
shall mean the United States Employee Retirement Income Security Act of 1974,
as amended.


 


“ERISA
Affiliate” shall mean, with respect to any Person, any trade or
business (whether or not incorporated) that is a member of a group of which
such Person is a member and which is treated as a single employer under Section 414
of the Code.


 


“Euro”
shall mean the legal currency of the member states of the European Union that
adopt the single currency in accordance with the European Community Treaty.


 


“Euroclear”
shall mean Euroclear Bank S.A./N.V., as operator of the Euroclear System.


 


“Eurocurrency
Rate” shall have the meaning given such term in the Series Supplement
with respect to any applicable Series.


 


“European
Originators” shall mean (i) the Dutch Originators, the Belgian
Originators, the UK Originators, the Italian Originators, the Spanish
Originators and the French Originators and (ii) after the Initial Issuance
Date, any Approved Originator which is located in Europe.


 


“European
Receivables Purchase Agreements” shall mean, collectively, the Dutch
Receivables Purchase Agreement, the Belgian Receivables Purchase Agreement, the
UK Receivables Purchase Agreement, the Italian Receivables Purchase Agreement,
the Spanish Receivables Purchase Agreement and the French Receivables Purchase
Agreement.


 


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


 


“Exchange
Date” shall have the meaning, with respect to any Series issued
pursuant to a Company Exchange, assigned in Section 5.11(a) of
the Pooling Agreement.


 


“Exchange
Notice” shall have the meaning, with respect to any Series issued
pursuant to a Company Exchange, assigned in Section 5.11(a) of
the Pooling Agreement.


 


“Exchange
Register” shall have the meaning assigned in Section 5.11(a) of
the Pooling Agreement.


 


28

















 


“Exchangeable
Company Interests” shall mean the Company’s exclusive beneficial
ownership interest in the Participation Assets subject to any security
interests granted by the Company under the Pooling Agreement.


 


“Excluded
Designated Line of Business” shall mean any Designated Line of
Business identified by notice given pursuant to Section 2.10
of the Pooling Agreement as an “Excluded Designated Line of Business”.


 


“Execution
Date” shall mean the date of execution of the UK Receivables
Purchase Agreement and the Contribution Agreement, which shall be at least one
Business Day prior to the Effective Date.


 


“Federal
Funds Effective Rate” shall mean, for any day, an interest rate per
annum equal to (a) the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, (b) if such rate is not so published
for any day which is a Business Day, the average of the quotations at
approximately 11:00 a.m. New York Time on such day on such transactions
received by the relevant Funding Agent from three (3) Federal funds
brokers of recognized standing selected by it in its sole discretion.


 


“Fiscal
Period” shall have the meaning assigned to such term in the
Servicing Agreement.


 


“Force
Majeure Delay” shall mean, with respect to the Master Servicer or
any agent thereof, any cause or event which is beyond the control and not due
to the negligence of the Master Servicer or such agent that delays, prevents or
prohibits the Master Servicer’s delivery of Daily Reports and/or Monthly
Settlement Reports, including acts of God, floods, fire, explosions of any
kind, snowstorms and other irregular weather conditions and mass transportation
disruptions, but shall not include strikes; provided
that no such cause or event shall be deemed to be a Force Majeure Delay unless
the Master Servicer shall have given the Company, the Trustee and each Funding
Agent written notice thereof as soon as reasonably possible under the
circumstances after the beginning of such delay.


 


“Foreign
Clearing Agency” shall mean each of Clearstream and Euroclear.


 


“Foreign
Government Obligor” shall mean any government of a nation or
territory outside the United States or any subdivision thereof or any agency,
department or instrumentality thereof.


 


“Forward Rate”
shall mean, with respect to any Series, the forward exchange rate of the
applicable maturity indicated by the FX Counterparty or the Trustee, for
currency exchange into United States Dollars of the Pound Sterling, the Euro
and any additional Approved Currency.


 


“Fractional
Undivided Interest” shall mean a fractional undivided interest,
which, with respect to any Investor Certificate, can be expressed as a
percentage of the interest in the Participation Assets represented by the Series or
Class in which it was issued by taking the percentage equivalent of a
fraction the numerator of which is the principal amount of such Investor
Certificate and the denominator of which is the aggregate principal amount of
all Investor Certificates of such Series or Class.


 


29
















 


“French
Originator” shall mean any of (i) Tioxide Europe S.A.S., (ii) Huntsman
Surface Sciences (France) S.A.S. and (iii) after the Initial Issuance
Date, any Approved Originator incorporated in France.


 


“French
Receivables” shall mean the Receivables originated by a French
Originator and sold to Huntsman International, then contributed transferred,
assigned and conveyed to the Company and with respect to which a Participation
and security interest were granted by the Company to the Trust.


 


“French
Receivables Purchase Agreement” shall mean the French Receivables
Subrogation Agreement between, inter alias, the French Originators and the
Contributor, as amended, supplemented or otherwise modified from time to time
in accordance with the Transaction Documents, and attached as Attachment 3 to
the Omnibus Receivables Purchase Agreement.


 


“Funding
Agent” shall mean, with respect to any Series, the Person, if any,
so designated in the related Supplement and the term “Funding Agent” shall only
refer to any Administrative Agent if designated in such related Supplement.


 


“Funding
Amount” shall mean, with respect to any Series, the amount so
designated in the Asset Purchase Agreement with respect to such Series.


 


“FX
Counterparty” shall mean, with respect to any Series, (i) on
the Effective Date, JPMorgan Chase Bank, N.A.; and (ii) thereafter, any FX
counterparty in any FX Hedging Agreement, which has a short-term unsecured
rating of at least “A-1” by S&P and “P-1” by Moody’s and is located outside
the United Kingdom.


 


“FX Forward
Transaction” shall mean a transaction pursuant to a FX Hedging
Agreement between the Trustee and a FX Counterparty whereby the Trustee agrees
to sell at a certain date, a certain amount of any U.S. Dollars, Pounds
Sterling or Euros at the Forward Rate and the FX Counterparty agrees to deliver
U.S. Dollars, Pounds Sterling or Euros on such date, and whereby the maturity
of any FX Forward Transaction, unless otherwise specified with respect to a Series in
the related Series Supplement, is equal to (i) if Days Sales
Outstanding are less than or equal to forty five (45) days, three calendar
months; (ii) if Days Sales Outstanding are greater than 45 days, but less
than or equal to 60 days, four (4) calendar months; and (iii) if Day
Sales Outstanding are greater than 60 days, such monthly period as is
determined by the Administrative Agent with the consent of the Funding Agents; provided further that if, the Invested Amount with respect
to a Series has not been reduced to zero at the applicable Scheduled
Maturity Date for such Series, the Trustee will enter into the last set of FX
Forward Transactions which will mature on the Business Day immediately
preceding the Final Maturity Date for such Series.


 


“FX Hedging
Agreement” shall mean, with respect to any Series, a currency hedge
agreement (including any FX Forward Transactions thereunder) pursuant to a 1992
International Swaps and Derivatives Association Master Agreement between the
Trustee and a FX Counterparty.


 


“FX Hedging
Policy” shall mean the currency hedge policy attached as Schedule 5 to the Pooling Agreement.


 


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


 


30

















 


“General
Opinion” shall mean, with respect to any action of the Master
Servicer, the Company or an Originator, an Opinion of Counsel to the effect
that (i) such action has been duly authorized by all necessary corporate
action on the part of the Master Servicer, the Company or such Originator, as
the case may be, (ii) any agreement executed in connection with such
action constitutes a legal, valid and binding obligation of the Master
Servicer, the Company or an Originator, as the case may be, enforceable against
such party in accordance with the terms thereof, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereinafter in effect, affecting the enforcement of
creditors’ rights and except as such enforceability may be limited by general
principles of equity (whether considered in a proceeding at law or in equity or
subject to similar exceptions), (iii) such action does not violate any
organizational documents or require any consent or filing thereunder, (iv) such
action does not result in a breach of, or default under any material
contractual obligation of such party, or creation of any Lien, pursuant thereto
and (v) any condition precedent to any such action specified in the
applicable Transaction Document, if any, has been complied with.


 


“General
Reserve Account” shall have the meaning assigned to such term in Section 3.01(a) of the Pooling Agreement.


 


“GOP”
shall mean MatlinPatterson Global Opportunities Partners L.P. and any other
entity managed by its investment advisor, MatlinPatterson Global Advisers LLC.


 


“Governmental
Authority” shall mean any nation or government, any State or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.


 


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


 


“Guaranteed
Obligations” shall mean the obligations of the Master Servicer as
set forth under Article VII of the Servicing
Agreement.


 


“Historical
Receivables Information” means historical numerical information
regarding Receivables relating to periods prior to the date on which any
Originator became an Additional Originator or the date on which an Acquired
Line of Business has become an Approved Acquired Line of Business, to the
extent that such information is necessary to calculate, among other things, the
Aged Receivables Ratio, the Default Ratio, the Delinquency Ratio, the Dilution
Horizon, the Dilution Horizon Factor, the Dilution Ratio and the Day Sales
Outstanding and such calculations require numerical information relating to
periods prior to such date; provided that
with respect to any Additional Originator or Approved Acquired Line of Business
such calculation shall, to the extent applicable, be performed using Historical
Receivables Information with respect to such Additional Originator or Approved
Acquired Line of Business.


 


“Holders”
shall mean any or all of the Investor Certificateholders, the holders of
Subordinated Company Interests and the holder of the Exchangeable Company
Interests.


 


“Huntsman BV”
shall mean Huntsman Holland B.V., a limited liability company organized under
the laws of The Netherlands and its successors and permitted assigns.


 


“Huntsman
Europe” shall mean Tioxide Europe Ltd., a corporation organized
under the laws of England and Wales and its successors and permitted assigns.


 


31

















 


“Huntsman
Group” shall have the meaning assigned to such term within the
definition of “Change of Control”.


 


“Huntsman
International” shall mean Huntsman International LLC, a limited
liability company organized under the laws of the State of Delaware and its
successors and permitted assigns.


 


“Huntsman
Propylene” means Huntsman Propylene Oxide Ltd., a limited
partnership organized under the laws of Texas.


 


“Indebtedness”
shall mean, with respect to any Person at any date, (i) all indebtedness
of such Person for borrowed money, (ii) any obligation owed for the
deferred purchase price of property or services which purchase price is
evidenced by a note or similar written instrument, (iii) note payable and
drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money, (iv) that portion of obligations of such
Person under capital leases which is properly classified as a liability on a
balance sheet in conformity with GAAP and (v) all liabilities of the type
described in the foregoing clauses (i) through
(iv) secured by any Lien (other
than Permitted Liens and Liens on receivables that are not Receivables) on any
property owned by such Person even though such Person has not assumed or
otherwise become liable for the payment thereof.


 


“Indemnified
Person” shall have the meaning assigned to such term in Section 10.17 of the Pooling Agreement or any
subscription agreement with respect to any Series, as applicable.


 


“Indemnifying
Person” shall have the meaning assigned to such term in any
subscription agreement with respect to any Series, as applicable.


 


“Independent
Public Accountants” shall mean, with respect to any Person, any
independent certified public accountants of nationally recognized standing, or
any successor thereto, (who may also render other services to the Company, the
Master Servicer or an Originator); provided that
such firm is independent with respect to such Person within the meaning of Rule 2-01(b) of
Regulation S-X under the Securities Act.


 


“Ineligibility
Determination Date” shall have the meaning assigned in Section 2.05(a) of the Pooling Agreement.


 


“Ineligible
Receivable” shall, (i) as used in the Origination Agreements,
have the meaning specified in each Origination Agreement, and (ii) as used
in all other Transaction Documents, have the meaning specified in Section 2.05(a) of the Pooling Agreement.


 


“Information”
shall have the meaning specified in Exhibit G
to the Series 2000-1 Supplement.


 


“Initial
Contribution” shall mean the first contribution (if any) of
Receivables and Receivables Assets related thereto, made pursuant to Section 2.01 of the Contribution Agreement.


 


“Initial
Contribution Date” shall mean the date on which the Initial
Contribution is made.


 


“Initial
Issuance Date” shall mean December 21, 2000.


 


“Initial
Invested Amount” means in respect of any Series, the amount
identified as the “Initial Invested Amount”
for such Series in the Supplement for such Series.


 


32

















 


“Inland
Revenue” shall mean the United Kingdom Inland Revenue.


 


“Insolvency
Event” shall mean, with respect to any Person, (i) a court
having jurisdiction shall enter a decree or order for relief in respect of such
Person in an involuntary case under Applicable Insolvency Laws, which decree or
order is not stayed or any other similar relief shall be granted under any
applicable federal, state or foreign law now or hereafter in effect and shall
not be stayed; (ii)(A) an involuntary case is commenced against such
Person under any Applicable Insolvency Law now or hereafter in effect, a decree
or order of a court having jurisdiction for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar
powers over such Person, or over all or a substantial part of the property of
such Person, shall have been entered, an interim receiver, trustee or other
custodian of such Person for all or a substantial part of the property of such
Person is involuntarily appointed, a warrant of attachment, execution or
similar process is issued against any substantial part of the property of such
Person, and (B) any event referred to in clause (ii)(A) above
continues for 60 days unless dismissed, bonded or discharged; (iii) such Person
shall at its request have a decree or an order for relief entered with respect
to it or commence a voluntary case under any Applicable Insolvency Law now or
hereafter in effect, or shall consent to the entry of a decree or an order for
relief in an involuntary case, or to the conversion of an involuntary case to a
voluntary case, under any such Applicable Insolvency Law, consent to the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a substantial part of its property; (iv) the making by such
Person of any general assignment for the benefit of creditors; (v) the
inability or failure of such Person generally to pay its debts as such debts
become due; or (vi) the Board of Directors of such Person authorizes action
to approve any of the foregoing.


 


“Institutional
Accredited Investor” shall mean an institutional accredited
investor, within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act.


 


“Interest”
shall mean any interest in the Participation Assets issued pursuant to the
Pooling Agreement or any Supplement.


 


“Internal
Operating Procedures Memorandum” shall mean the internal operating
procedures memorandum of the Trustee, a copy of which is attached as Schedule 6 to the Pooling Agreement, as the same may be
amended from time to time with the prior written approval of the Master
Servicer and the Administrative Agent.


 


“International
Fuels” shall mean Huntsman International Fuels L.P., a limited
partnership organized under the laws of Texas.


 


“Invested
Amount” shall, with respect to any Series, the amount specified as
the “Invested Amount” for such Series in
the Supplement for such Series.


 


“Invested
Percentage” shall mean, with respect to any Series, the percentage
specified as the “Invested Percentage”
for such Series in the Supplement for such Series.


 


“Investment”
shall mean the making by the Company of any advance, loan, extension of credit
or capital contribution to, the purchase of any stock, bonds, notes, debentures
or other securities of or any assets constituting a business unit of, or the
making by the Company of any other investment in, any Person.


 


33

















 


“Investment
Earnings” shall have the meaning assigned in Section 3.01(e) of
the Pooling Agreement.


 


“Investor
Certificateholder” shall mean the holder of record of, or the bearer
of, any Investor Certificate issued with respect to a particular Series.


 


“Investor
Certificateholders’ Interest” shall have the meaning assigned in Section 3.01(b)(iii) of the Pooling Agreement.


 


“Investor
Certificates” shall mean the Certificates executed by the Trustee
and authenticated by or on behalf of the Trustee, substantially in the form
attached to the applicable Supplement, but shall not include the Exchangeable
Company Interests, the Subordinated Company Interests or any other Interests
held by the Company.


 


“Issuance
Date” shall mean, with respect to any Series, the date of issuance
of such Series, or the date of any increase to the Invested Amount of such
Series, as specified in the related Supplement.


 


“Italian
Originator” shall mean any of (i) Tioxide Europe S.r.l., (ii) Huntsman
Surface Sciences Italia S.r.l., (iii) Huntsman Patrica S.r.l. and (iv) after
the Initial Issuance Date, any Approved Originator incorporated in Italy.


 


“Italian
Receivables” shall mean the Receivables originated by an Italian
Originator and sold to Huntsman International, then contributed, transferred,
assigned and conveyed to the Company with respect to which a Participation and
security interest were granted by the Company to the Trust.


 


“Italian
Receivables Purchase Agreements” shall mean (a) the Italian
Receivables Purchase Agreement among Huntsman Italian Receivables Finance
S.r.l., as purchaser, Tioxide Europe S.r.l., Huntsman Surface Sciences Italia
S.r.l. and Huntsman Patrica S.r.l., each as an originator, and Huntsman
(Europe) B.V.B.A., as master servicer, and (b) the Onward Sale Agreement
among Huntsman Italian Receivables Finance S.r.l., as onward seller, Huntsman
International LLC, as onward purchaser, and Huntsman (Europe) B.W.B.A., as
master servicer, in each case as amended, supplemented or otherwise modified
from time to time in accordance with the Transaction Documents, and attached as
Attachments 4 and 5, respectively, to the Omnibus Receivables Purchase
Agreement.


 


“Junior
Claims” shall mean any and all rights of the Company of any kind in
the Participation Assets (other than any rights of the Company in the
Participation Assets with respect to the Exchangeable Company Interests, if
any), including any right to receive any distribution pursuant to the terms of
any Supplement (other than any right of the Company to receive any distribution
with respect to the Exchangeable Company Interests, if any).


 


“Lien”
shall mean, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, encumbrance, charge or security interest in or on such asset and (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement relating to such asset; provided,
however, that if a lien is imposed
under Section 412(n) of the Code or Section 302(f) of ERISA for
a failure to make a required installment or other payment to a plan to which Section 412(n) of
the Code or Section 302(f) of ERISA applies, then such lien shall not be
treated as a “Lien” from and after the time (x) (i) any
Person who is obligated to make such payment pays to such plan


 


34

















 


the amount of such lien
determined under Section 412(n)(3) of the Code or Section 302(f)(3) of
ERISA, as the case may be, and provides to the Trustee and any Funding Agent a
written statement of the amount of such lien together with written evidence of
payment of such amount, or (ii) such lien expires pursuant to Section 412(n)(4)(B) of
the Code or Section 302(f)(4)(B) of ERISA and (y) the consent of each
Funding Agent is obtained.


 


“Limited
Liability Company Agreement” shall mean the Limited Liability
Company Agreement dated as of October 10, 2000, between the Contributor,
as Shareholder and Donald J. Puglisi, as the Special Member.


 


“Lien
Creation” shall mean the creation, incidence, assumption or
suffering to exist by the Company or an Originator of any Lien upon the Receivables,
Related Property or the proceeds thereof.


 


“Liquidation
Servicer” shall mean PricewaterhouseCoopers LLP and its successors
and assigns.


 


“Liquidation
Servicer Agreement” shall mean the letter agreement, dated as of April 18,
2006, between the Liquidation Servicer and the Trustee, attached as Schedule 4 to the Servicing Agreement.


 


“Liquidation
Servicer Commencement Date” shall mean the date that the Trustee
gives notice to activate the appointment of PricewaterhouseCoopers LLP as the
Liquidation Servicer, which shall take effect immediately, provided
that the Liquidation Servicer shall commence to act as such no later than five (5) Business
Days after the delivery of the Termination Notice by the Trustee to the Master
Servicer.


 


“Liquidation
Servicing Fee” shall mean the fee payable to the Liquidation
Servicer as set forth in the Liquidation Servicer Agreement.


 


“Local
Business Day” shall mean, with respect to any Originator, any day
other than (i) a Saturday or a Sunday and (ii) any other day on which
commercial banking institutions or trust companies in the jurisdiction in which
such Originator has its principal place of business, are authorized or
obligated by law, executive order or governmental decree to be closed.


 


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


 


“Margin Stock”
shall have the meaning given to such term in Regulation U of the Board of
Governors.


 


“Master
Collection Accounts” shall have the meaning assigned to such term in
Section 2.09 of the Contribution
Agreement.


 


“Master
Servicer” shall mean Huntsman (Europe) B.V.B.A., and any Successor
Master Servicer under the Servicing Agreement.


 


“Master
Servicer Default” shall have, with respect to any Series, the
meaning assigned to such term in Section 6.01
of the Servicing Agreement and, if applicable, as supplemented by the related
Supplement for such Series.


 


35

















 


“Master
Servicer Indemnified Person” shall have the meaning assigned to such
term in Section 5.02(a) of the
Servicing Agreement.


 


“Master
Servicer Site Review” shall mean a review performed by the
Liquidation Servicer of the servicing operations of the Master Servicer’s
central site location in accordance with the Liquidation Servicer Agreement.


 


“Material
Adverse Effect” shall mean, if used with respect to a Person, (a) a
material impairment of the ability of such Person to perform its obligations
under the Transaction Documents, (b) a materially adverse effect on the
business, operations, property or condition (financial or otherwise) of such
Person, (c) a material impairment of the validity or enforceability of any
of the Transaction Documents against such Person, (d) a material
impairment of the collectibility of the Eligible Receivables taken as a whole
and (e) a material impairment of the interests, rights or remedies of the
Trustee or the Investor Certificateholders of any Outstanding Series under
or with respect to the Transaction Documents or the Eligible Receivables taken
as a whole.


 


“Monthly
Servicing Fee” shall have the meaning assigned to such term in Section 2.05(a) of the Servicing Agreement.


 


“Monthly
Settlement Report” shall mean a report prepared by the Master
Servicer for each Settlement Period pursuant to Section 4.02
of the Servicing Agreement, in substantially the form of Exhibit C
to the Pooling Agreement.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. or its successors and assigns.


 


“Multiemployer
Plan” shall mean, with respect to any Person, a multiemployer plan
as defined in Section 4001(a)(3) of ERISA to which such Person or any
ERISA Affiliate of such Person (other than one considered an ERISA Affiliate
only pursuant to subsection (m) or (o) of Section 414 of the Code) is
making or accruing an obligation to make contributions, or has within any of
the preceding five plan years made or accrued an obligation to make
contributions.


 


“1940 Act”
shall mean the United States Investment Company Act of 1940, as amended.


 


“Obligor”
shall mean, with respect to any Receivable, the party obligated to make
payments with respect to such Receivable, including any guarantor thereof.


 


“Obligor
Limit” shall mean the percentage, as set forth in the Receivables
Specification and Exception Schedule attached to the Pooling Agreement as Schedule 3 under heading (E) “Obligor
Limit”, which shall represent, at any date, with respect to an
Eligible Obligor, the percentage of the Principal Amount of all Eligible
Receivables in the Trust at such date which are due from such Eligible Obligor
for the applicable ratings category of long-term senior debt of that Obligor,
or if such Obligor is unrated and is a wholly owned subsidiary, then the
applicable ratings category of long term senior debt of such Obligor’s parent; provided, however, for
purposes of this definition that all Eligible Obligors that are Affiliates of
each other shall be deemed to be a single Eligible Obligor to the extent the
Master Servicer has actual knowledge of the affiliation and in that case, the
applicable debt rating for such group of Obligors shall be the debt rating of
the ultimate parent of the group.


 


36

















 


If the ratings given by
S&P and Moody’s to the long term senior debt of any Obligor (or the ultimate
parent of the Obligor or the affiliated group of which such Obligor is a
member, as the case may be) would result in different applicable percentages
under Schedule 3 to the Pooling Agreement,
the applicable percentage shall be the percentage associated with the lower
rating, as between S&P’s rating and Moody’s rating, of such Obligor’s (or
such ultimate parent’s, as the case may be) long-term senior debt; provided that:  (i) if
an Obligor (or such ultimate parent, as the case may be) is not rated by one of
the Rating Agencies, then such Obligor (or the ultimate parent, as the case may
be) shall be deemed to be unrated unless the Rating Agency that does not rate
the Obligor consents to the application of the rating given the Obligor by the
Rating Agency that does give such a rating and (ii) if an Obligor (or such
ultimate parent, as the case may) does not have a long-term senior debt rating
from either of the Rating Agencies, but has a short-term senior debt rating,
then the applicable percentage shall be the percentage associated with the long
term senior debt ratings that are equivalent to such short term senior debt
ratings as set forth in the table set forth in the Receivables Specification
and Exception Schedule attached to the Pooling Agreement as Schedule 3 under the heading “Obligor
Limit”.  The ratings specified
in the table are minimums for each percentage category, so that a rating not
shown in the table falls in the category associated with the highest rating
shown in the table that is lower than that rating.


 


“OECD Country”
shall mean a country that is a member of the grouping of countries that are
full members of the Organization of Economic Cooperation and Development.


 


“Offer Letter”
shall have the meaning assigned to such term in the UK Receivables Purchase
Agreement.


 


“Omnibus
Receivables Purchase Agreement” shall mean the Amended and Restated
Omnibus Receivables Purchase Agreement dated as of April 18, 2006,
between, inter alios, the Company and the
European Originators (other than the UK Originators) (as amended, restated or
otherwise modified and in effect from time to time).


 


“One-Month
LIBOR” shall mean, for any Accrual Period, the rate per annum, as
determined by the Trustee, which is the arithmetic mean (rounded to the nearest
1/100th of 1%) of the offered rates for U.S. Dollar deposits having a maturity
of one month commencing on the first day of such Accrual Period that appears on
Page 3750 of the Telerate System Incorporated Service (or on any successor
or substitute page of such service, or any successor to or substitute for
such service, providing rate quotations comparable to those currently provided
on such page of the Telerate System Incorporated Service, as determined by
the Trustee for purposes of providing interest rates applicable to U.S. Dollar
deposits having a maturity of one month in the London interbank market) at
approximately 11:00 a.m. London time, two Business Days prior to the
commencement of such Accrual Period.  In
the event that such rate is not so available at such time for any reason, then “One-Month
LIBOR” for such Accrual Period shall be the rate at which U.S. Dollar deposits
in a principal amount of not less than $1,000,000 maturing in one month are
offered to the principal London office of the Trustee in immediately available
funds in the London interbank market at approximately 11:00 a.m. London
time, two Business Days prior to the commencement of such Accrual Period.


 


“Opinion of
Counsel” shall mean a written opinion or opinions of one or more
counsel (who, unless otherwise specified in the Transaction Documents, may be
internal counsel to the Company, the Master Servicer or an Originator)
designated by the Company, the Master Servicer or an Originator, as the case
may be, that is reasonably acceptable to the Trustee and each Funding Agent.


 


37

















 


“Optional
Repurchase Percentage” shall have, with respect to any Series, the
meaning assigned to such term in the related Supplement for such Series.


 


“Optional
Termination Date,” with respect to any Series shall have the
meaning ascribed thereto in the related Series Supplement.


 


“Original
Principal Amount” shall mean, with respect to any Receivable, the
Principal Amount of such Receivable as of the date on which such Receivable is
contributed, sold or otherwise conveyed to the Contributor or the Company, as
the case may be, under the applicable Origination Agreement.


 


“Origination
Agreements” shall mean (i) the Contribution Agreement and each
Receivables Purchase Agreement; and (ii) any contribution agreement,
receivables purchase agreement or corresponding agreement entered into by the
Company or the Contributor (as the case may be) and any Additional Originator.


 


“Originator”
shall mean any Approved Originator, except that for purposes of the
Contribution Agreement, the term “Originator” shall not include the French
Originators.


 


“Originator
Adjustment Payment” shall have the meaning assigned to such term in Section 2.06(a) (or corresponding section) of the
Origination Agreements.


 


“Originator
Daily Report” shall mean a report prepared by an Originator on each
date of contribution or sale, as the case may be, of Receivables to the Company
pursuant to and in accordance with the applicable Origination Agreement,
substantially in the form of Exhibit B
to the Pooling Agreement.


 


“Originator
Dilution Adjustment Payment” shall have the meaning assigned to such
term in Section 2.05 (or corresponding
section) of the Origination Agreements.


 


“Originator
Documents” shall have the meaning assigned to such term in Section 7.03(b)(iii)  (or corresponding section)
of the Origination Agreements.


 


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


 


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


 


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


 


“Originator
Payment Date” shall have the meaning assigned to such term in Section 2.03(a) of the UK Receivables Purchase
Agreement and the corresponding provisions of the other Receivables Purchase
Agreements.


 


“Originator
Purchase Price” shall have the meaning assigned to such term in Section 2.02 (or corresponding section) of the
Receivables Purchase Agreements.


 


38

















 


“Originator
Termination Date” shall have the meaning assigned to such term in Section 7.01 (or corresponding section) of the
Origination Agreements.


 


“Originator
Termination Event” shall have the meaning assigned to such term in Section 7.01 (or corresponding section) of each
Origination Agreement, or such other corresponding provision, as applicable.


 


“Outstanding
Amount Advanced” shall mean, on any date of determination, the
aggregate of all Servicer Advances remitted by the Master Servicer out of its
own funds pursuant to Section 2.06
of the Servicing Agreement and Section 3A.06
of the related Supplement, less the aggregate of all related Servicer Advance
Reimbursement Amounts received by the Master Servicer.


 


“Outstanding
Investor Certificates” shall mean, at any time, Investor
Certificates issued pursuant to an effective Supplement for which the Series Termination
Date has not occurred.


 


“Outstanding
Series” shall mean, at any time, a Series issued pursuant to an
effective Supplement for which the Series Termination Date for such Series has
not occurred.


 


“Parent
Company” shall mean Huntsman Corporation and any successor thereto
(by merger or consolidation) for so long as Huntsman Corporation or such
successor entity (as applicable) owns, directly or indirectly, at least a
majority of the voting capital stock of Huntsman International.


 


“Participation”  shall have the meaning assigned to such term
in Section 2.01(a) of the
Pooling Agreement.


 


“Participation
Amount” shall have its meaning assigned to such term in Section 2.01(a) of the Pooling Agreement.


 


“Participation
Assets” shall have the meaning assigned to such term in Section 2.01(a) of the Pooling Agreement.


 


“Paying
Agency Agreement” shall mean the Paying Agency Agreement dated as of
April 18, 2006 between Huntsman Receivables Finance LLC, the Trustee, and
JPMorgan Chase Bank, N.A., as paying agent.


 


Paying Agent” shall mean any
paying agent and co-paying agent appointed pursuant to Section 5.07
of the Pooling Agreement and, unless otherwise specified in the related Supplement
of any Series and with respect to such Series, shall initially be JPMorgan
Chase Bank, N.A., London Branch.


 


“Payment
Terms Factor” shall mean for each six month period to occur after
the Initial Issuance Date, a fraction calculated by the Master Servicer, the
numerator of which is the sum of (i) the weighted average payment terms
(based upon the Principal Amount of the Receivables and expressed as a number
of days) for the Receivables contributed by the Contributor to the Company, as
the case may be, (and in relation to which a Participation and a security
interest are granted by the Company to the Trust) during such period and (ii) 60,
and the denominator of which is 90.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA and any Person succeeding to the functions
thereof.


 


39

















 


“Permitted
Designated Line of Business Disposition” shall mean any Designated
Line of Business identified on Schedule 4 to
the Pooling Agreement but only to the extent that an Originator has ceased
originating Receivables with respect to such Designated Line of Business
between April 18, 2006 and April 17, 2007.


 


“Permitted
Liens” shall mean, at any time, for any Person:


 


(a)                                  liens created
pursuant to any Transaction Document;


 


(b)                                 liens for taxes,
assessments or other governmental charges or levies (i) not yet due or (ii) with
respect to which are being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided
on the books of such Person;


 


(c)                                  liens of or
resulting from any judgment or award, the time for the appeal or petition for
rehearing of which shall not have expired, or in respect of which such Person
shall at any time in good faith be prosecuting an appeal or proceeding for a
review and with respect to which a reserve or other appropriate provisions are
being maintained in accordance with GAAP; and


 


(d)                                 liens, charges or
other encumbrances or priority claims incidental to the conduct of business or
the ownership of properties and assets (including mechanics’, carriers’,
repairers’, warehousemen’s and statutory landlords’ liens) and deposits,
pledges or liens to secure statutory obligations, surety or appeal bonds or
other liens of like general nature incurred in the ordinary course of business
and not in connection with the borrowing of money, provided in each case, the
obligation secured is not overdue, or, if overdue, is being contested in good
faith by appropriate actions or proceedings and with respect to which a reserve
or other appropriate provisions are being maintained in accordance with GAAP.


 


“Person”
shall mean any individual, partnership, corporation, business trust, joint
stock company, trust, unincorporated association, joint venture, limited
liability company, Governmental Authority or other entity of whatever nature.


 


“Plan”
shall mean, with respect to any Person, any pension plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code which is maintained for
employees of such Person or any ERISA Affiliate of such Person.


 


“Pledge
Agreement” shall mean the Pledge Agreement, dated as of August 16,
2005, by and among Huntsman International and certain of its subsidiaries form
time to time party thereto (as Pledgors) and Deutsche Bank AG New York Branch
(as Collateral Agent and Administrative Agent).


 


“Policies”
shall mean the credit and collection policies of the Approved Originators,
copies of which are in writing, have been previously delivered to the Trustee
and the Administrative Agent, prior to or on the Series 2000-1 Issuance
Date, as the same may be amended, supplemented or otherwise modified from time
to time; provided that material changes to such Policies must be approved by
the Administrative Agent (such consent not to be unreasonably withheld).


 


40
















 


“Pooling
Agreement” shall mean the Second Amended and Restated Pooling
Agreement, dated as of April 18, 2006, among the Company, the Master
Servicer and the Trustee, as the same may be further amended, restated,
supplemented or otherwise modified from time to time, and including, unless
expressly stated otherwise, each Supplement.


 


“Pooling and
Servicing Agreements” shall have the meaning assigned to such term
in Section 10.01(a) of the
Pooling Agreement.


 


“Potential
Early Amortization Event” shall mean an event which, with the giving
of notice or the lapse of time or both, would constitute an Early Amortization
Event under the Pooling Agreement or under any Supplement.


 


“Potential
Master Servicer Default” shall mean an event which, with the giving
of notice or the lapse of time or both, would constitute a Master Servicer
Default under the Servicing Agreement or any Supplement.


 


“Potential
Offset Amount” shall mean an amount determined by the Local Servicer
and equal to the amount of any known potential offset, counterclaim, or defense
with respect to an Eligible Receivable, and further aggregated by the Master
Servicer for the purposes of calculating the Aggregate Receivable Amount.


 


“Potential
Originator Termination Event” shall mean any condition or act that,
with the giving of notice or the lapse of time or both, would constitute an
Originator Termination Event.


 


“Potential
Program Termination Event” shall mean any condition or act that,
with the giving of notice or the lapse of time or both, would constitute a
Program Termination Event.


 


“Pound
Sterling” shall mean the legal currency of the United Kingdom.


 


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


 


“Principal Transfer Agent” shall have the meaning assigned to
such term in the Paying Agency Agreement.


 


“Principal
Terms” shall have the meaning, with respect to any Series issued
pursuant to a Company Exchange, assigned to such term in Section 5.11(c) of
the Pooling Agreement.


 


“Program
Costs” shall have, with respect to any Series, the meaning assigned
to such term in the related Supplement for such Series.


 


“Program
Termination Date” shall have the meaning assigned to such term in Section 7.02 (or corresponding section) of the
Origination Agreements.


 


“Program
Termination Event” shall have the meaning assigned to such term in Section 7.02 (or corresponding section) of the
Origination Agreements.


 


“Publication
Date” shall have the meaning assigned to such term in Section 7.02(a) of the Pooling Agreement.


 


41

















 


“Qualified
Institutional Buyer” shall have the meaning assigned to such term in
Rule 144A(a) under the Securities Act.


 


“Rating
Agency” shall mean, with respect to each Outstanding Series, any
rating agency or agencies designated as such in this Annex X;
provided that: (i) in the event
that no Outstanding Series has been rated, whether directly or indirectly,
then for purposes of the definitions of “Eligible Institution”
and “Eligible Investments”, “Rating Agency” shall mean S&P and Moody’s; and (ii) except
as provided in Clause  (i),
in the event no Outstanding Series (other than a Series of VFC
Certificates) has been rated, whether directly or indirectly, any reference to “Rating Agency” or the “Rating Agencies”
shall be deemed to have been deleted from the Pooling Agreement.


 


“Receivable”
shall mean all the indebtedness and payment obligations of an Obligor to an
Originator arising from the sale of merchandise or services by an Originator
(and shall include (a) such indebtedness and payment obligation as may be
evidenced by any invoice issued as a re-invoicing or substitution invoicing of
an original invoice and (b) the right of payment of any interest, sales
taxes, finance charges, returned check or late charges and other obligations of
such Obligor with respect thereto).


 


“Receivable
Assets” shall, as used in the Origination Agreements, have the
meaning assigned in Section 2.1(a) thereof/or
the respective corresponding provision of such Originator Agreement.


 


“Receivables
Contribution Date” shall mean, with respect to any Receivable, the
Business Day on which the Company receives a contribution of such Receivable
from the Contributor or direct conveyance from the Originator and grants a
Participation and security interest in such Receivable to the Trust.


 


“Receivables
Purchase Agreement” shall mean (i) any of (a) the U.S.
Receivables Purchase Agreement, (b) the UK Receivables Purchase Agreement,
(c) the Dutch Receivables Purchase Agreement, (d) the Italian
Receivables Purchase Agreements, (e) the Spanish Receivables Purchase
Agreement, (f) the Belgian Receivables Purchase Agreement, and (g) the
French Receivables Purchase Agreement and (ii) any receivables purchase
agreement entered into by any Additional Originator and the Contributor or the
Company, as the case may be, in accordance with the Transaction Documents.


 


“Record Date”
shall mean, with respect to the initial Distribution Date, the Business Day
immediately preceding such Distribution Date and, with respect to any other
Distribution Date, the last Business Day of the immediately preceding
Settlement Period.


 


“Recoveries”
shall mean all amounts collected (net of out of pocket costs of collection) in
respect of Charged-Off Receivables.


 


“Regulation U”
shall mean Regulation U of the Board of Governors as from time to time in
effect and all official rulings and interpretations thereunder or thereof.


 


“Regulation X”
shall mean Regulation X of the Board of Governors as from time to time in effect
and all official rulings and interpretations thereunder or thereof.


 


“Related
Property” shall mean, with respect to any Receivable:


 


42

















 


	
  (a)

  	
  all of the applicable
  U.S. Originator’s, UK Originator’s, Dutch Originator’s, Belgian Originator’s,
  Italian Originator’s, Spanish Originator’s and French Originator’s respective
  interest in the goods, if any, relating to the sale which gave rise to such
  Receivable;

  
	
   

  	
   

  
	
  (b)

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

  
	
   

  	
   

  
	
  (c)

  	
  all guarantees,
  insurance and other agreements or arrangements of whatever character from
  time to time supporting or securing payment of such Receivable whether
  pursuant to the Contract related to such Receivable or otherwise;

  



 


including in the case of clauses (b) and (c), any rights
described therein evidenced by an account, note, instrument, contract, security
agreement, chattel paper, general intangible or other evidence of indebtedness
or security.


 


“Relevant Amount”
shall have the meaning assigned in Section 2.01(b) of
the Series 2000-1 Supplement.


 


“Relevant
Clearing System” shall mean Clearstream and Euroclear or any other
clearing system which is a central securities depository for a Series, as
specified in the related Supplement.


 


“Reportable
Event” shall mean any reportable event as defined in Section 4043(b) of ERISA or the regulations issued
thereunder with respect to a Plan (other than a Plan maintained by an ERISA
Affiliate which is considered an ERISA Affiliate only pursuant to Section (m) or (o) of Section 414
of the Code).


 


“Reported Day”
shall have the meaning assigned to such term in Section 4.01
of the Servicing Agreement.


 


“Required
Subordinated Amount” shall have the meaning assigned to such term,
if any, set forth in the related Supplement.


 


“Requirement
of Law” shall mean for any Person the certificate of incorporation
and by laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation, or determination of an arbitrator or
a court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.


 


“Resignation
Notice” shall have the meaning assigned to such term in Section 6.02(a) of the Servicing Agreement.


 


“Responsible
Officer” shall mean (i) when used with respect to the Trustee,
any officer within the Corporate Trust Office of the Trustee including any Vice
President, any Assistant Vice President, Trust Officer or Assistant Trust
Officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and (ii) when
used with respect to any other Person, any member of the Board, the Chief
Executive Officer, the President, the 


 


43

















 


Chief Financial Officer, the
Treasurer, any Vice President, the Controller or manager (in the case of a
limited liability company) of such Person; provided, however,
that a Responsible Officer shall not certify in his capacity as a Vice
President as to any financial information.


 


“Restricted
Payments” shall have the meaning assigned to such term in Section 2.08(m) of the Pooling Agreement.


 


“Restricted
Payments Test” shall mean, on any date of determination with respect
to any outstanding Series, unless otherwise specified in the related
Supplement, that the Target Receivables Amount for such Series is at least
equal to the sum of the Adjusted Invested Amount for such Series and the
required subordinated or reserve amount for such Series, in each case as the
term “Restricted Payments Test” is more
specifically defined in the related Supplement.


 


“Revolving
Period” shall have, with respect to any Outstanding Series, the
meaning assigned to such term in the related Supplement.


 


“S&P”
shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
or any successor thereto.


 


“Securities
Act” shall mean the United States Securities Act of 1933, as amended.


 


“Senior
Claims” shall mean collectively the right of any holder of a VFC
Certificate and the ECI Holders to receive distributions pursuant to the
Transaction Documents and all other Indebtedness, obligations and liabilities
of the Company to any holder of a VFC Certificate and any ECI Holder, whether
existing on the Effective Date or thereafter incurred or created, under or with
respect to a VFC Certificate and the Exchangeable Company Interest.


 


“Series”
shall mean any series of Investor Certificates and any related Subordinated
Company Interests, the terms of which are set forth in a Supplement.


 


“Series 2000-1
Issuance Date” shall have the meaning assigned to such term in the
Supplement with respect to the Series 2000-1 Variable Funding Certificates.


 


“Series 2001-1
Indenture Supplement” shall mean the Series 2001-1 Supplement
dated as of June 26, 2001 to Base Indenture among Huntsman International
Asset-Backed Securities Ltd, The Chase Manhattan Bank, London Branch and Chase
Manhattan Bank (Ireland) plc.


 


“Series 2001-1
Redemption Date” shall mean the date upon which the Series 2001-1
Term Certificates (as defined in the Series 2001-1 Supplement) and the Series 2001-1
Notes (as defined in the Series 2001-1 Indenture Supplement) have been
paid in full.


 


“Series 2001-1
Supplement” shall mean the Series 2001-1 Supplement dated as
June 26, 2001 to Amended and Restated Pooling Agreement among the Company,
the Master Servicer and the Trustee.


 


“Series Account”
shall mean any deposit, trust, escrow, reserve or similar account maintained
for the benefit of the Investor Certificateholders and the holders of the
related Subordinated Company Interest of any Series or Class, as specified
in any Supplement.


 


44

















 


“Series Amount”
shall mean any amount which is held in any Series Concentration Account
and “Series Amounts” shall mean all
such amounts.


 


“Series Concentration
Account” shall mean any account established by the Trustee for the
benefit of the Investor Certificateholders which is established as a Series Concentration
Account as contemplated in Section 3.01(a) of
the Pooling Agreement.


 


“Series Concentration
Subaccount” shall have the meaning assigned to such term in Section 3.01(a) of the Pooling Agreement.


 


“Series Non-Principal
Concentration Subaccount” shall have the meaning assigned in Section 3.01(a) of the Pooling Agreement.


 


“Series Principal
Concentration Subaccount” shall have the meaning assigned in Section 3.01(a) of the Pooling Agreement.


 


“Series Termination
Date” shall have, with respect to any Series, the meaning assigned
in the related Supplement for such Series.


 


“Servicer
Advance” shall mean amounts deposited in any Approved Currency by
the Master Servicer out of its own funds into any Series Concentration
Account pursuant to Section 2.06(a) of
the Servicing Agreement.


 


“Servicer
Advanced Reimbursement Amount” means any amount received or deemed
to be received by the Master Servicer pursuant to Section 2.06(b) of
the Servicing Agreement and Sections 3A.03(b) of
the related Supplement of a Servicer Advance made out of its own funds.


 


“Servicer
Guarantor” shall mean Huntsman International LLC and its successors
and assigns.


 


“Servicing
Agreement” shall mean the Second Amended and Restated Servicing Agreement,
April 18, 2006, among the Company, the Master Servicer, the Servicer
Guarantor and the Trustee, as such agreement may be amended, supplemented or
otherwise modified and in effect from time to time.


 


“Servicing
Fee” shall have the meaning assigned to such term in Section 2.05(a) of the Servicing Agreement.


 


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


 


“Servicing
Guarantee” shall mean the Servicing Guarantee under Article VII of the Servicing Agreement, executed by the
Servicer Guarantor in favor of the Company and the Trustee on behalf of the
Trust for the benefit of the Certificateholders.


 


“Servicing
Reserve Ratio” shall mean, as of any Settlement Report Date and
continuing (but not including) until the next Settlement Report Date, an amount
(expressed as a percentage) equal to (i) the product of (A) the
Servicing Fee Percentage and (B) 2.0 times Days
Sales Outstanding as of such earlier Settlement Report Date divided by (ii) 360.


 


“Settlement
Period” shall mean initially the period commencing December 21,
2000 and ending on January 31, 2000. 
Thereafter, Settlement Period shall mean each fiscal month of the Master
Servicer.


 


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“Settlement
Report Date” shall mean, except as otherwise set forth in the
applicable Supplement, the 12th day of each calendar month or, if
such 12th day is not a Business Day, the next succeeding Business
Day.


 


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


 


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


 


“Significant
Subsidiary” shall mean a subsidiary of Huntsman International whose
assets comprise five percent (5%) or more of the Consolidated Total Assets of
Huntsman International and its consolidated subsidiaries.


 


“Spanish
Originator” shall mean any of (i) Tioxide Europe S.L., (ii) Huntsman
Performance Products Spain S.L. (f/k/a Huntsman Surface Sciences Iberica S.L.)
and (iii) after the Initial Issuance Date, any Approved Originator
incorporated in Spain.


 


“Spanish
Receivables” shall mean the Receivables originated by a Spanish
Originator and sold to Huntsman International, then contributed transferred,
assigned and conveyed to the Company with respect to which a Participation and
security interest were granted by the Company to the Trust.


 


“Spanish
Receivables Purchase Agreement” shall mean the Spanish Receivables
Purchase Agreement between, inter alia, the Spanish Originators and the
Contributor (as amended, supplemented or otherwise modified from time to time
in accordance with the Transaction Documents), and attached as Attachment 2 to
the Omnibus Receivables Purchase Agreement.


 


“Special
Allocation Settlement Report Date” shall have the meaning assigned
to such term in Section 3.01(g)(i) of
the Pooling Agreement.


 


“Specified
Bankruptcy Opinion Provisions” shall mean the factual assumptions
(including those contained in the factual certificate referred to therein) and
the actions to be taken by each U.S. Originator and the Company in the legal
opinion of Baker & McKenzie LLP relating to certain bankruptcy matters
delivered on each Issuance Date.


 


“Spot Rate”
shall mean, the weighted average rate or rates (weighted, if applicable or to
the extent applicable), as of any date of determination, (i) for amounts
hedged under the FX Hedging Policy with an FX Forward Transaction, the foreign
exchange rate provided under such FX Forward Transaction for which Pound
Sterling, Euro or other Approved Currency can be exchanged for U.S. Dollars on
such date of determination; and (ii) for all other amounts, the foreign
exchange rate provided by the FX Counterparty or the Trustee for which Pound
Sterling, Euro or other Approved Currency can be exchanged for U.S. Dollars on
such date of determination.


 


“Standby
Liquidation System” shall mean a system satisfactory to the
Liquidation Servicer by which the Liquidation Servicer will receive and store
electronic information regarding Receivables from the Master Servicer which may
be utilized in the event of a liquidation of the Receivables to be carried out
by the Liquidation Servicer.


 


46

















 


“State/Local
Government Obligor” shall mean any state of the United States or
local government thereof or any subdivision thereof or any agency, department,
or instrumentality thereof.


 


“Statutory
Reserves” shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board of Governors and any
other banking authority, domestic or foreign, to which any Funding Agent is
subject for new negotiable nonpersonal time deposits in dollars of over
$100,000 with maturities approximately equal to three months.  Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.


 


“Sterling”
shall mean the legal currency of the United Kingdom.


 


“Subordinated
Company Interests” shall mean in relation to any Series, the
entitlement to receive the amounts which are specified in the relevant
Supplement as being payable to the holder of the Subordinated Company Interests
for the Series concerned; such amounts designated to be paid out of the
relevant Series Concentration Accounts and any subaccounts thereof, in
each case to the extent not required to be distributed to or for the benefit of
the Investor Certificateholders of the
relevant Series.


 


“Subordinated
Interest Amount” shall have, with respect to any Outstanding Series,
the meaning assigned in the related Supplement for such Outstanding Series.


 


“Subordinated
Interest Register” shall have the meaning assigned to such term in Section 5.11(d) of the Pooling Agreement.


 


“Subordinated
Loan” shall mean a loan by the Contributor to the Trust pursuant to Sections 5.01 and 11.16 of the Series 2000-1
Supplement or equivalent provisions of any other Indenture Supplement.


 


“Subsidiary”
shall mean, as to any Person, a corporation, partnership or other entity of
which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by such
Person.


 


“Successor
Master Servicer” shall mean (a) prior to the occurrence of a
Master Servicer Default, and upon receipt by the Trustee of a Termination
Notice or Resignation Notice, a Person nominated by the Master Servicer or a
Person appointed by the Trustee which, at the time of its appointment as
Servicer (i) is legally qualified and has the corporate power and
authority to service the Receivables participated to the Trust, (ii) is
approved by each Funding Agent, (iii) has demonstrated the ability to
service a portfolio of similar receivables in accordance with high standards of
skill and care in the sole determination of the Master Servicer or the Trustee,
and (iv) has accepted its appointment by a written assumption in a form
acceptable to the Trustee (b) following the occurrence of a Master
Servicer Default, from the Liquidation Servicer Commencement Date,
PricewaterhouseCoopers as


 


47

















 


the Liquidation Servicer; provided that no such Person shall be an Successor Servicer
if it is a direct competitor of Huntsman (Europe) BVBA or any Significant
Subsidiary.


 


“Supplement”
shall mean, with respect to any Series, a supplement to the Pooling Agreement
complying with the terms of the Pooling Agreement, executed by the Company, the
Master Servicer, the Trustee, the Servicer Guarantor and other parties listed
therein in conjunction with the issuance of any Series.


 


“Target
Receivables Amount” shall have, with respect to any Outstanding
Series, the meaning specified in the related Supplement, or Annex of
definitions relating thereto, as the Series Target Receivables Amount for
such Outstanding Series.


 


“Taxes”
shall mean any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority.


 


“Tax Opinion”
shall mean, unless otherwise specified in the Supplement for any Series with
respect to such Series or any Class within such Series, with respect to
any action, an Opinion of Counsel of one or more outside law firms to the
effect that, for United States federal income tax purposes, (i) such
action will not adversely affect the characterization as debt of any Investor
Certificates of any Outstanding Series or Class not retained by the Company,
(ii) in the case of Section 5.11
of the Pooling Agreement, the Investor Certificates of the new Series that
are not retained by the Company will be characterized as debt and (iii) the
Trust will be disregarded as an entity separate from the Company for U.S.
federal income tax purposes.


 


“Term
Certificates” shall mean any and all Series of shares,
interests, Participations or other equivalent instruments representing
fractional undivided interests in the Participation granted by the Company to
the Trust with respect to the receivables, as specified in the Supplement
related to such Series.


 


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


 


“Timely
Payment Accrual” shall mean, for the purposes of determining the
Aggregate Receivables Amount, an aggregate amount of Timely Payment Discounts
as of the Business Day immediately preceding the date of such determination.


 


“Timely
Payment Discount” shall mean, with respect to any date of
determination, a cash discount relating to the Receivables contributed by the
Contributor to the Company (directly or indirectly), and granted by the
Originators to the Obligors), as stipulated in the Contract.


 


“Tioxide
Americas” shall mean Tioxide Americas Inc., a corporation organized
under the laws of The Cayman Islands, and its successors and permitted assigns.


 


“Transaction
Documents” shall mean the collective reference to the Pooling
Agreement, the Servicing Agreement, each Supplement with respect to any Outstanding
Series, the Origination Agreements, the Investor Certificates and any other
documents delivered pursuant to or in connection therewith.


 


48

















 


“Transactions”
shall mean the transactions contemplated under each of the Transaction
Documents.


 


“Transfer
Agent and Registrar” shall have the meaning assigned to such term in
Section 5.03(a) of the
Pooling Agreement and shall initially be the Trustee.


 


“Transferred
Agreements” shall have the meaning assigned to such term in Section 2.01(a)(vii) of the Pooling Agreement.


 


“Transferred
Business Effective Date” shall mean June 29, 2007.


 


“Trust”
shall mean the Huntsman Master Trust created by the Pooling Agreement.


 


“Trust
Termination Date” shall have the meaning assigned in Section 9.01(a) of the Pooling Agreement.


 


“Trustee”
shall mean the institution executing the Pooling Agreement as trustee, or its
successor in interest, or any successor trustee appointed as therein provided.


 


“Trustee
Force Majeure Delay” shall mean any cause or event that is beyond
the control and not due to the gross negligence of the Trustee that delays,
prevents or prohibits the Trustee’s performance of its duties under Article VIII of the Pooling Agreement, including acts
of God, floods, fire, explosions of any kind, snowstorms and other irregular
weather conditions, unanticipated employee absenteeism, mass transportation
disruptions, any power failure, telephone failure or computer failure in the
office of the Trustee, including failure of the bank wire system utilized by
the Trustee or any similar system or failure of the Fed Wire system operated by
the Federal Reserve Bank of New York and all similar events.  The Trustee shall notify the Company as soon
as reasonably possible after the beginning of any such delay.


 


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


 


“UK
Originator” shall mean any of (i) Tioxide Europe Limited, (ii) Huntsman
Surface Sciences UK Ltd. and (iii) after the Initial Issuance Date, any
Approved Originator which originates Receivables to Obligors located in the
United Kingdom.


 


“UK
Originator Daily Report” shall mean the report prepared by any UK
Originator and attached to any offer Letter and forming part of any offer made
by any UK Originator pursuant to Section 2.1
of the UK Receivables Purchase Agreement substantially in the Form of Schedule 2 to the UK Receivables Purchase Agreement;


 


“UK
Receivables” shall mean the Receivables originated by a UK Originator
and sold to Huntsman International, then contributed, transferred, assigned and
conveyed to the Company and thereafter participated by the Company to the
Trust.


 


“UK
Receivables Purchase Agreement” shall mean the Amended and Restated
UK Receivables Purchase Agreement among Huntsman International, as purchaser,
Tioxide Europe Limited, Huntsman Petrochemicals (UK) Limited and Huntsman
Surface Sciences UK Ltd., as originators, and Huntsman (Europe) B.V.B.A., as
master servicer, as amended, supplemented or otherwise modified from time to
time in accordance with the Transaction Documents.


 


49

















 


“UK Tax
Opinion” shall mean an opinion of Clifford Chance Limited Liability
Partnership relating to the United Kingdom taxation treatment of the Company in
connection with the transaction documents.


 


“United
States” for purposes of geographic description shall mean the United
States of America (including the States and the District of Columbia), its
territories, its possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other
areas subject to its jurisdictions.


 


“United
States Person” shall mean an individual who is a citizen or resident
of the United States, or a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust the income of which is subject to
U.S. federal income taxation regardless of its source.


 


“U.S. Dollars”
shall mean the legal currency of the United States of America.


 


“U.S. Dollar
Shortfall” shall have the meaning specified in Section 3.01(d)(ii) of
the Pooling Agreement.


 


“U.S.
Government Obligor” shall mean the United States government or any
subdivision thereof or any agency, department or instrumentality thereof.


 


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


 


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


 


“U.S. Receivables
Purchase Agreement” means the Second Amended and Restated U.S.
Receivables Purchase Agreement dated as of April 18, 2006, among Huntsman
International LLC, as purchaser, and Tioxide Americas Inc., Huntsman Propylene
Oxide Ltd., Huntsman International Fuels L.P. and Huntsman Ethyleneamines Ltd.,
each as a seller and an originator, as amended, supplemented or otherwise
modified from time to time in accordance with the Transaction Documents.


 


“Variable
Funding Certificate” or “VFC Certificate”
shall have the meaning assigned in Section 5.11(a) of
the Pooling Agreement.


 


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


 


“Volume
Rebate Accrual” shall mean, with respect to any date of
determination, for the purposes of determining the Aggregate Receivables
Amount, the aggregate amount of outstanding Volume Rebate balances of
Receivables as of the Business Day immediately preceding the date of such
determination.


 


50

















 


“Withdrawal
Liabilities” shall mean liability to a Multiemployer Plan, as a
result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
Tax Reserve Account” shall have the meaning assigned to such term in
Section 3.01(a)(vi) of the
Pooling Agreements.


 


51