**Exhibit10.1**

 

**ExecutionCopy**

 

**HUNTSMANMASTER TRUST**

 

**SECOND AMENDEDAND RESTATED POOLING AGREEMENT**

 

**HUNTSMANRECEIVABLES FINANCE LLC,as Company**

 

**and**

 

**HUNTSMAN(EUROPE) BVBA,as Master Servicer**

 

**and**

 

**J.P. MORGANBANK (IRELAND) plcas Trustee**

 

**Dated as of April18, 2006**

 

**Sidley Austin**

WOOLGATE EXCHANGE

25 BASINGHALLSTREET

LONDON EC2V5HA

TELEPHONE 0207360 3600

FACSIMILE 0207626 7937

 

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**TABLE OF CONTENTS**

 
|                                                                               | **Page** |
|------------------------------------------------------------------------------------|----------|
|                                                                               |     |
| ARTICLE I DEFINITIONS                                                              | 2        |
|                                                                               |     |   |   |
| SECTION 1.01                                                                       |     | Definitions. | 2 |
|                                                                               |     |   |   |
| SECTION 1.02                                                                       |     | Other Definitional  Provisions. | 2 |
|                                                                               |     |   |   |
| ARTICLE II PARTICIPATION IN RECEIVABLES,  REPRESENTATIONS WARRANTIES AND COVENANTS | 3        |
|                                                                               |     |   |   |
| SECTION 2.01                                                                       |     | Participation. | 3 |
|                                                                               |     |   |   |
| SECTION 2.02                                                                       |     | Acceptance by Trustee. | 9 |
|                                                                               |     |   |   |
| SECTION 2.03                                                                       |     | Representations and  Warranties of the Company. | 9 |
|                                                                               |     |   |   |
| SECTION 2.04                                                                       |     | Representations and  Warranties of the Company Relating to the Receivables. | 13 |
|                                                                               |     |   |   |
| SECTION 2.05                                                                       |     | Adjustment Payment for  Ineligible Receivables. | 14 |
|                                                                               |     |   |   |
| SECTION 2.06                                                                       |     | Purchase of Investor  Certificateholders’ Interest in the Participation. | 16 |
|                                                                               |     |   |   |
| SECTION 2.07                                                                       |     | Affirmative Covenants of  the Company. | 16 |
|                                                                               |     |   |   |
| SECTION 2.08                                                                       |     | Negative Covenants of  the Company. | 20 |
|                                                                               |     |   |   |
| SECTION 2.09                                                                       |     | Addition of Approved  Currency, Approved Originator and Approved Obligor Country; Approved Acquired  Line of Business Receivables. | 24 |
|                                                                               |     |   |   |
| SECTION 2.10                                                                       |     | Removal and Withdrawal  of Originators and Approved Originators. | 28 |
|                                                                               |     |   |   |
| SECTION 2.11                                                                       |     | FX Hedging Policy. | 30 |
|                                                                               |     |   |   |
| SECTION 2.12                                                                       |     | Notices, Reports,  Directions by Master Servicer. | 30 |
|                                                                               |     |   |   |
| SECTION 2.13                                                                       |     | Power of Attorney. | 30 |
|                                                                               |     |   |   |
| ARTICLE III RIGHTS OF HOLDERS AND  ALLOCATION AND APPLICATION OF COLLECTIONS       | 31       |
|                                                                               |     |   |   |
| SECTION 3.01                                                                       |     | Establishment of the  Company Concentration Accounts, Series Concentration Accounts and General  Reserve Accounts; Certain Payments and Allocations. | 31 |

 

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|                                                                   | **Page**                                                                                                   |
|------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------|
|                                                                   |                                                                                                       |
| ARTICLE IV                                                             | ARTICLE IV IS RESERVED AND MAY BE SPECIFIED  IN ANY SUPPLEMENT WITH RESPECT TO THE SERIES RELATING THERETO | 39 |
|                                                                   |                                                                                                       |   |   |
| ARTICLE V THE INVESTOR CERTIFICATES AND  EXCHANGEABLE COMPANY INTEREST | 39                                                                                                         |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.01                                                           |                                                                                                       | The Investor  Certificates. | 39 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.02                                                           |                                                                                                       | Authentication of  Certificates. | 40 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.03                                                           |                                                                                                       | Registration of Transfer  and Exchange of Investor Certificates. | 41 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.04                                                           |                                                                                                       | Additional Issuance of  Certificates. | 43 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.05                                                           |                                                                                                       | Mutilated, Destroyed,  Lost or Stolen Investor Certificates. | 43 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.06                                                           |                                                                                                       | Persons Deemed Owners. | 44 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.07                                                           |                                                                                                       | Appointment of Paying  Agent; Distributions by Paying Agent. | 44 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.08                                                           |                                                                                                       | Access to List of  Investor Certificateholders’ Names and Addresses. | 45 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.09                                                           |                                                                                                       | Authenticating Agent | 45 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.10                                                           |                                                                                                       | Tax Treatment. | 47 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.11                                                           |                                                                                                       | Exchangeable Company  Interest. | 47 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.12                                                           |                                                                                                       | Book-Entry Certificates. | 50 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.13                                                           |                                                                                                       | Notices to Clearing  Agency. | 51 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.14                                                           |                                                                                                       | Definitive Certificates. | 51 |
|                                                                   |                                                                                                       |   |   |
| SECTION 5.15                                                           |                                                                                                       | Securities Act  Restrictions. | 51 |
|                                                                   |                                                                                                       |   |   |
| ARTICLE VI OTHER MATTERS RELATING TO THE  COMPANY                      | 52                                                                                                         |
|                                                                   |                                                                                                       |   |   |
| SECTION 6.01                                                           |                                                                                                       | Liability of the  Company. | 52 |
|                                                                   |                                                                                                       |   |   |
| SECTION 6.02                                                           |                                                                                                       | Limitation on Liability  of the Company. | 52 |
|                                                                   |                                                                                                       |   |   |
| SECTION 6.03                                                           |                                                                                                       | Merger or Consolidation  of, or Assumption of the Obligations of, Huntsman International or the  Company. | 52 |
|                                                                        |                                                                                                            |  |  |  |

 

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|                                  | **Page** |
|---------------------------------------|----------|
|                                  |     |
| ARTICLE VII EARLY AMORTIZATION EVENTS | 54       |
|                                  |     |   |   |
| SECTION 7.01                          |     | Early Amortization  Events. | 54 |
|                                  |     |   |   |
| SECTION 7.02                          |     | Additional Rights upon  the Occurrence of Certain Events. | 55 |
|                                  |     |   |   |
| ARTICLE VIII THE TRUSTEE              | 56       |
|                                  |     |   |   |
| SECTION 8.01                          |     | Duties of Trustee. | 56 |
|                                  |     |   |   |
| SECTION 8.02                          |     | Rights of the Trustee. | 58 |
|                                  |     |   |   |
| SECTION 8.03                          |     | Trustee Not Liable for  Recitals. | 59 |
|                                  |     |   |   |
| SECTION 8.04                          |     | Trustee May Own Investor  Certificates. | 60 |
|                                  |     |   |   |
| SECTION 8.05                          |     | Trustee’s and the  Liquidation Servicer’s Fees and Expenses. | 60 |
|                                  |     |   |   |
| SECTION 8.06                          |     | Eligibility Recitals. | 61 |
|                                  |     |   |   |
| SECTION 8.07                          |     | Resignation or Removal  of Trustee. | 61 |
|                                  |     |   |   |
| SECTION 8.08                          |     | Successor Trustee. | 62 |
|                                  |     |   |   |
| SECTION 8.09                          |     | Merger or Consolidation  of Trustee. | 62 |
|                                  |     |   |   |
| SECTION 8.10                          |     | Appointment of  Co-Trustee or Separate Trustee. | 63 |
|                                  |     |   |   |
| SECTION 8.11                          |     | Tax Returns. | 64 |
|                                  |     |   |   |
| SECTION 8.12                          |     | Trustee May Enforce  Claims Without Possession of Investor Certificates. | 64 |
|                                  |     |   |   |
| SECTION 8.13                          |     | Suits for Enforcement. | 65 |
|                                  |     |   |   |
| SECTION 8.14                          |     | Rights of Investor  Certificateholders to Direct Trustee. | 65 |
|                                  |     |   |   |
| SECTION 8.15                          |     | Representations and  Warranties of Trustee. | 65 |
|                                  |     |   |   |
| SECTION 8.16                          |     | Maintenance of Office or  Agency. | 66 |
|                                  |     |   |   |
| SECTION 8.17                          |     | Limitation of Liability. | 66 |
|                                  |     |   |   |
| ARTICLE IX TERMINATION                | 66       |
|                                  |     |   |   |
| SECTION 9.01                          |     | Termination of Trust. | 66 |

 

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|                               | **Page** |
|------------------------------------|----------|
|                               |     |
| SECTION 9.02                       |     | Optional Purchase and  Final Termination Date of Investor Certificates of Any Series. | 67 |
|                               |     |   |   |
| SECTION 9.03                       |     | Final Payment with  Respect to Any Series. | 68 |
|                               |     |   |   |
| SECTION 9.04                       |     | The Company’s  Termination Rights. | 70 |
|                               |     |   |   |
| ARTICLE X MISCELLANEOUS PROVISIONS | 70       |
|                               |     |   |   |
| SECTION 10.01                      |     | Amendment. | 70 |
|                               |     |   |   |
| SECTION 10.02                      |     | Protection of Right,  Title and Interest to Trust. | 72 |
|                               |     |   |   |
| SECTION 10.03                      |     | Governing Law. | 73 |
|                               |     |   |   |
| SECTION 10.04                      |     | Notices. | 73 |
|                               |     |   |   |
| SECTION 10.05                      |     | Severability of  Provisions. | 74 |
|                               |     |   |   |
| SECTION 10.06                      |     | Assignment. | 74 |
|                               |     |   |   |
| SECTION 10.07                      |     | Investor Certificates  Nonassessable and Fully Paid. | 74 |
|                               |     |   |   |
| SECTION 10.08                      |     | Further Assurances. | 74 |
|                               |     |   |   |
| SECTION 10.09                      |     | No Waiver; Cumulative  Remedies. | 75 |
|                               |     |   |   |
| SECTION 10.10                      |     | Counterparts. | 75 |
|                               |     |   |   |
| SECTION 10.11                      |     | Third-Party  Beneficiaries. | 75 |
|                               |     |   |   |
| SECTION 10.12                      |     | Actions by Investor  Certificateholders. | 75 |
|                               |     |   |   |
| SECTION 10.13                      |     | Merger and Integration. | 75 |
|                               |     |   |   |
| SECTION 10.14                      |     | Headings. | 76 |
|                               |     |   |   |
| SECTION 10.15                      |     | No Setoff. | 76 |
|                               |     |   |   |
| SECTION 10.16                      |     | No Bankruptcy Petition. | 76 |
|                               |     |   |   |
| SECTION 10.17                      |     | Limitation of Liability. | 76 |
|                               |     |   |   |
| SECTION 10.18                      |     | Certain Information. | 77 |
|                               |     |   |   |
| SECTION 10.19                      |     | Responsible Officer  Certificates; No Recourse. | 77 |
|                               |     |   |   |
| SECTION 10.20                      |     | Effectiveness of this  Agreement. | 77 |

 

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**EXHIBITS**

 
| Exhibit A |   | Form of Company Annual Opinion of Counsel |
|-----------|--------|-------------------------------------------|
| Exhibit B |   | Form of Daily Report                      |
| Exhibit C |   | Form of Monthly Settlement Report         |

 

**SCHEDULES**

 
| Schedule 1 |   | Identification of the (A) Company  Concentration Accounts, (B) Series Concentration Accounts and Subaccounts,  (C) Collection Accounts and Master Collection Accounts, (D) Company Receipts  Accounts and (E) Lockbox Accounts |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Schedule 2 |   | Location of Records of the Company                                                                                                                                                                                             |
| Schedule 3 |   | Receivables Specification and Exception Schedule                                                                                                                                                                               |
| Schedule 4 |   | Designated Line of Business                                                                                                                                                                                                    |
| Schedule 5 |   | FX Hedging Policy                                                                                                                                                                                                              |
| Schedule 6 |   | Internal Operating Procedures Memorandum                                                                                                                                                                                       |

 

**ANNEX**

 
| Annex X |   | Definitions |
|---------|--------|-------------|

 

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This SECOND AMENDED AND RESTATED POOLINGAGREEMENT dated as of April 18, 2006 (this “**Agreement**”)is entered into by HUNTSMAN RECEIVABLES FINANCE LLC, a limited liabilitycompany organized under the laws of the State of Delaware (the “**Company**”), HUNTSMAN (EUROPE) BVBA, a corporation organized underthe laws of Belgium (in its capacity as master servicer, the “**Master****Servicer**”) and J.P.MORGAN BANK (IRELAND) plc, a banking institution organized under the laws ofIreland, not in its individual capacity, but solely as trustee (in suchcapacity, the “**Trustee**”).

 

W I T N E S S E T H :

 

WHEREAS, (i) Huntsman International LLC, asbuyer, Tioxide Americas Inc., Huntsman Propylene Oxide Ltd., Huntsman EthyleneaminesLtd., Huntsman Expandable Polymers Company, LC, Huntsman Polymers Corporation,Huntsman Petrochemical Corporation and Huntsman International Fuels L.P., (eacha “**U.S. Originator**” and together the “**U.S. Originators**”) entered into the Second Amended andRestated U.S. Receivables Purchase Agreement dated as of April 18, 2006 (asamended, supplemented or otherwise modified from time to time, the “**U.S. Receivables Purchase Agreement**”) relating to the saleof certain Receivables originated by the US Originators, (ii) HuntsmanInternational LLC, as buyer, and Tioxide Europe Limited, Huntsman Surface SciencesUK Ltd. and Huntsman Petrochemicals (UK) Limited (each, a “**UKOriginator**” and together, the “**UK Originators**”)entered into the Amended and Restated UK Receivables Purchase Agreement datedas of April 18, 2006 (as amended, supplemented or otherwise modified from timeto time, the “**UK Receivables Purchase Agreement**”)relating to the sale of certain Receivables originated by the UK Originators,(iii) the Company, the Master Servicer, Huntsman Holland B.V. (the “**Dutch Originator**”), Tioxide Europe S.L. and HuntsmanPerformance Products Spain S.L. (each, a “**Spanish Originator**”and together, the “**Spanish Originators**”),Tioxide Europe S.A.S., and Huntsman Surface Sciences (France) S.A.S. (each, a “**French Originator**” and together, the “**FrenchOriginators**”), Tioxide Europe S.r.l., Huntsman Surface SciencesItalia S.r.l. and Huntsman Patrica S.r.l (each, an “**ItalianOriginator**” and together, the “**Italian Originators**”and together with the Dutch Originator, the Italian Originators, the SpanishOriginators, the French Originators and the UK Originators, the “**European Originators**”) entered into the Amended and RestatedOmnibus Receivables Purchase Agreement dated as of April 18, 2006 (as amended,supplemented or otherwise modified from time to time, the “**Omnibus****Receivables Purchase Agreement**”)relating to the sale of certain Receivables originated by such Originators, (iv)the Company and Huntsman International LLC, as contributor, entered into theAmended and Restated Contribution Agreement dated April 18, 2006 (as amended,supplemented or otherwise modified from time to time, the “**ContributionAgreement**” and together with the U.S. Receivables PurchaseAgreement, the UK Receivables Purchase Agreement and the Omnibus ReceivablesPurchase Agreement, the “**Origination Agreements**”)pursuant to which Huntsman International LLC (the “**Contributor**”)agreed to contribute, from time to time certain Receivables it has purchased ormay purchase from the U.S. Originators and the European Originators as well asthe Receivables originated by it and (v) the Company, the Master Servicer, theLiquidation Servicer, the Local Servicers party thereto and the Trustee enteredinto the Second Amended and Restated Servicing Agreement dated as of April 18,2006 (as further amended, supplemented or otherwise modified from time to time,the “**Servicing Agreement**”) pursuant towhich, among other things, the Master Servicer appointed each of the U.S.Originators and the European Originators (collectively, the “**Originators**”) as a local servicer (in such capacity, a “**Local Servicer**”) for certain Receivables contributed to theCompany;

 

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WHEREAS, the parties hereto entered intothe Pooling Agreement on December 21, 2000 (as amended and restated on June 26,2001 and as further amended and restated as of April 18, 2006, the “**Pooling Agreement**”) in order to create a master trust towhich the Company granted a Participation in (without effecting any transfer orconveyance of any right, title or interest hereunder) all of its right, titleand interest in, to and under the Receivables, Related Property and otherParticipation Assets then or thereafter owned by the Company and such mastertrust agreed, from time to time at the direction of the Company (or the MasterServicer on its behalf), to issue one or more Series of Investor Certificates,representing interests in such Participation as specified in the Supplementrelated to such Series (each as defined herein);

 

WHEREAS, the Company, the Master Servicerand the Trustee now desire to further amend, restate and replace the PoolingAgreement in its entirety, with the terms and conditions herein.

 

NOW, THEREFORE, in consideration of thepremises and of the mutual covenants herein contained, the parties hereto agreeas follows:

 

# **ARTICLEI**

 

# **DEFINITIONS**

 

## **SECTION 1.01**           Definitions.

 

Capitalized terms used herein shall, unlessotherwise defined or referenced herein, have the meanings assigned to suchterms in **Annex X** attached hereto which **Annex X** is incorporated by reference herein.

 

## **SECTION 1.02**           Other Definitional Provisions.

###  

### (a)           All terms defined or incorporated by reference in this Agreement,the Servicing Agreement or in any Supplement shall have such defined meaningswhen used in any certificate or other document made or delivered pursuanthereto unless otherwise defined therein.

###  

### (b)           As used herein and in any certificate or other document made ordelivered pursuant hereto or thereto, accounting terms not defined herein orincorporated by reference herein, and accounting terms partly defined herein orincorporated by reference herein to the extent not defined, shall have therespective meanings given to them under GAAP. To the extent that thedefinitions of accounting terms herein or incorporated by reference herein areinconsistent with the meanings of such terms under GAAP, the definitionscontained herein or incorporated by reference herein shall control.

###  

### (c)           The words “hereof”, “herein” and “hereunder” and words of similarimport when used in this Agreement shall refer to this Agreement as a whole andnot to any particular provision of this Agreement; and Section, subsection,Schedule, Exhibit and Appendix references contained in this Agreement arereferences to Sections, subsections, Schedules, Exhibits and Appendices in orto this Agreement unless otherwise specified.

 

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

###  

### (e)           Where a definition contained herein or incorporated by referenceherein specifies that such term shall have the meaning set forth in the relatedSupplement, the definition of such term set forth in the related Supplement maybe preceded by a prefix indicating the specific Series or Class to which suchdefinition shall apply.

###  

### (f)            Any reference herein to a provision of the Bankruptcy Code, Code,ERISA, 1940 Act or the UCC shall be deemed a reference to any successorprovision thereto.

###  

### (g)           Any reference herein to a Schedule, Exhibit or Appendix to thisAgreement shall be deemed to be a reference to such Schedule, Exhibit orAppendix as it may be amended, modified or supplemented from time to time tothe extent that such Schedule, Exhibit or Appendix may be amended, modified orsupplemented (or any term or provision of any Transaction Document may beamended that would have the effect of amending, modifying or supplementing informationcontained in such Schedule, Exhibit or Appendix) in compliance with the termsof the Transaction Documents.

###  

### (h)           Any reference herein to any representation, warranty or covenant “deemed”to have been made is intended to encompass only representations, warranties orcovenants that are expressly stated to be repeated on or as of dates followingthe execution and delivery of this Agreement, and no such reference shall beinterpreted as a reference to any implicit, inferred, tacit or otherwise unexpressedrepresentation, warranty or covenant.

###  

### (i)            The words “include”, “includes” or “including” shall be interpretedas followed, in each case, by the phrase “without limitation”.

###  

### (j)            References to the Pooling Agreement in any other document oragreement shall be deemed to be references to this agreement as amended andrestated as of the date hereof and all amendments and supplements hereto andall assignments hereof.

###  

# **ARTICLEII**

 

# **PARTICIPATIONIN RECEIVABLES,REPRESENTATIONS WARRANTIES AND COVENANTS**

 

## **SECTION 2.01**           Participation.

 

### (a)           **Grant of Participation**.By execution and delivery of this Agreement the Company, as beneficial owner ofthe Receivables and the Collections, grants to the Trust a participation (the “**Participation**”) in and to all proceeds of, or payments inrespect of, any and all of the following (“**Participation Amounts**”):

 

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#### (i)            the Receivables contributed to the Company by the Contributor fromtime to time prior to but not including the Trust Termination Date;

####  

#### (ii)           the Receivables subrogated, sold or otherwise transferred to theCompany by Tioxide Europe SAS, Huntsman Surface Sciences (France) S.A.S. andany other Approved Originator from time to time prior to but not including theTrust Termination Date;

####  

#### (iii)          the Related Property;

####  

#### (iv)          all Collections;

####  

#### (v)           any FX Hedging Agreements;

####  

#### (vi)          all rights (including rescission, replevin or reclamation) relatingto any Receivable or arising therefrom;

####  

#### (vii)         each of the Origination Agreements, the Collection AccountAgreements and the Servicing Agreement, including, in respect of eachagreement, (A) all rights of the Company to receive monies due and to becomedue under or pursuant to such agreement, whether payable as fees, expenses,costs or otherwise, (B) all rights of the Company to receive proceeds of anyinsurance, indemnity, warranty or guaranty with respect to such agreement, (C)claims of the Company for damages arising out of or for breach of or defaultunder such agreement, (D) the right of the Company to amend, waive or terminatesuch agreement, to perform thereunder and to compel performance and otherwiseexercise all remedies thereunder and (E) all other rights, remedies, powers,privileges and claims of the Company under or in connection with such agreement(whether arising pursuant to such agreement or otherwise available to theCompany at law or in equity), including the rights of the Company to enforcesuch agreement and to give or withhold any and all consents, requests, notices,directions, approvals, extensions or waivers under or in connection therewith(all of the foregoing set forth in **subclauses (vii)****(A)** through **(E)**,inclusive, the “**Transferred Agreements**”);

####  

#### (viii)        the Collection Accounts and Master Collection Accounts, including(A) all funds and other evidences of payment held therein and all certificatesand instruments, if any, from time to time representing or evidencing theCollection Accounts and Master Collection Accounts or any funds and otherevidences of payment held therein, (B) all investments of such funds held inthe Collection Accounts and Master Collection Accounts and all certificates andinstruments from time to time representing or evidencing such investments, (C)all notes, certificates of deposit and other instruments from time to timehereafter delivered or transferred to, or otherwise possessed by, the Trusteefor and on behalf of the Company in substitution for the then existingCollection Accounts and Master Collection Accounts and (D) all interest, dividends,cash, instruments and other property from time to time received, receivable orotherwise distributed in respect of or in

 

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#### exchangefor the then existing Collection Accounts and Master Collection Accounts; and

####  

#### (ix)           the Company Concentration Accounts, including (A) all funds andother evidences of payment held therein and all certificates and instruments,if any, from time to time representing or evidencing the Company ConcentrationAccounts or any funds and other evidences of payment held therein, (B) allinvestments of such funds held in the Company Concentration Accounts and allcertificates and instruments from time to time representing or evidencing suchinvestments, (C) all notes, certificates of deposit and other instruments fromtime to time hereafter delivered or transferred to, or otherwise possessed by,the Trustee for and on behalf of the Company in substitution for the thenexisting Company Concentration Accounts, and (D) all interest, dividends, cash,instruments and other property from time to time received, receivable orotherwise distributed in respect of or in exchange for the then existingCompany Concentration Accounts;

####  

#### (x)            the General Reserve Accounts, including all funds and otherevidences of payment held therein with respect to proceeds from EligibleInvestments; and

####  

#### (xi)           all proceeds of or payments in respect of any and all of theforegoing **clauses (i)** through **(vii)** (including proceeds that constitute property of thetypes described in **clause (vii)**above and including Collections.

####  

Such assets described in the foregoing **clauses (i)** through **(xi)**, shallconstitute the “**Participation Assets**”.

 

Pursuant to the Participation, the Companyshall, upon receipt by it of any Participation Amounts pay to the Trustee inaccordance with the terms hereof an amount calculated by reference to suchParticipation Amount and equal to such amount as is required to be so paidpursuant to **Section 3.01(f)(iv)**.

 

The obligation of the Company to pay to theTrustee amounts calculated by reference to each Participation Amount shallconstitute an obligation to account for and pay such amounts so calculated tothe Trustee and shall not constitute, and shall not be construed as, therepayment or discharge of any loan or advance or the payment of any amount byway of interest or of an obligation to account for such Participation Amountsthereunder (but rather to pay amounts calculated by reference thereto) and,notwithstanding any of the other provisions of this Agreement, theParticipation shall not constitute or effect any transfer or conveyance of anyright, title or interest in or to any of the Participation Assets subject tothe security interest granted hereunder to the Trustee. Notwithstanding any ofthe said provisions, the Company shall continue to be the beneficial owner ofthe Receivables and the Collections, subject only to the security interestgranted under S**ection 2.01(b)** by the Company tothe Trustee on behalf of the Trust.

 

### (b)           **Grant of Security Interest**. The Company hereby grants to the Trustee for the benefit of theHolders to secure the Company Obligations a continuing perfected first prioritysecurity interest in all of the Company’s present and

 

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### futureright, title and interest in, to and under the Receivables contributed by theContributor to the Company and the Participation Assets related thereto and itsbeneficial right and title in and to the Company Concentration Accounts, andagrees that this Agreement shall be deemed to constitute a security agreementunder applicable law in favor of the Trustee, for the benefit of the InvestorCertificateholders.

###  

The security interest granted in favor ofthe Trust pursuant to this S**ection 2.01(b)**shall be granted to the Trustee, on behalf of the Trust, and each reference inthis Agreement to such security interest shall be construed accordingly. Inconnection with the foregoing security interest, each of the Company and theMaster Servicer agrees to deliver to the Trustee each Participation Assetevidencing a Receivable or any Related Property with respect thereto (includingany original document or instrument necessary to effect or to perfect suchsecurity interest) in which the participation and security interest is beingperfected under the relevant UCC or otherwise by possession and not by filing afinancing statement or similar document. Without limiting the generality of theforegoing sentence, each of the Company and the Master Servicer hereby agreesto deliver or cause to be delivered to the Trustee an original of (i) anypromissory note or other instrument evidencing a Receivable pledged to theTrust and (ii) any chattel paper evidencing a Receivable pledged to the Trustor to stamp any such promissory note or other instrument or chattel paper inlarge block lettering with the following language: “THIS PROMISSORYNOTE/CHATTEL PAPER IS SUBJECT TO THE LIEN OF THE TRUSTEE PURSUANT TO THEPOOLING AGREEMENT DATED AS OF DECEMBER 21, 2000, AS AMENDED AND RESTATED ONJUNE 26, 2001, AND AS FURTHER AMENDED AND RESTATED AS OF APRIL 18, 2006, AMONGHUNTSMAN RECEIVABLES FINANCE LLC, HUNTSMAN (EUROPE) BVBA AND J.P. MORGAN BANK(IRELAND) PLC” AND ANY AMENDMENTS OR SUPPLEMENTS THERETO.”

 

The foregoing grant of the Participationand the security interest does not constitute and is not intended to result ina creation or an assumption by the Trust, the Trustee, any InvestorCertificateholder or the Company, in their capacity as a Holder, of anyobligation of the Master Servicer, the Company, an Originator or any otherPerson in connection with the Receivables or under any agreement or instrumentrelating thereto, including, any obligation to any Obligor.

 

In this Agreement (including **Annex X**), notwithstanding any of the other provisions ofthis Agreement or any of the Transaction Documents:

 

#### (i)            all references to the Company having an interest in Receivables orCollections shall be construed as references to the Company being the solebeneficial owner of such Receivables and Collections, subject only to thesecurity interest granted by the Company under **Section 2.01**;

####  

#### (ii)           all references to the Trustee or Investor Certificateholders havingany entitlement to or interest in any Receivables or Collections shall beconstrued as references to their having a right of participation and a securityinterest as provided for in **Section 2.01**and all references to their having a right to receive Collections or toCollections being received or held for their benefit shall be construed asreferences to

 

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#### theirhaving a right to receive amounts calculated by reference to Collectionspursuant to the Participation granted hereunder and to such amounts beingreceived or held for their benefit;

####  

#### (iii)          all references to the Trustee allocating to the Company anyCollections or distributing or transferring any amount to the Company (whetherby transfer to any Company Receipts Account or otherwise) from a CompanyConcentration Account shall be construed as references to the Trustee makingsuch allocations, distributions and transfers by way of release of such amountsfrom the security interest created under **Section 2.01(b)**in recognition of the payment by the Company in whole or in part of amountspayable by it under the Participation granted under **Section2.01(a)** above;

####  

#### (iv)          all references to the Trustee transferring any amounts from anyCompany Concentration Account to any Series Concentration Account shall beconstrued as references to the Trustee making such transfers (with the writtenauthority of the Company) pursuant to the Company’s obligation to make paymentsto the Trustee for the benefit of the Investor Certificateholders pursuant tothe Participation granted under **Section 2.01(a)**;

####  

#### (v)           all references to the Trustee allocating to the Company any SeriesAmounts (or parts thereof) or making any distribution to the Company from anySeries Concentration Account or subaccount thereof or transferring any amountfrom any Series Concentration Account to any Company Receipts Account shall beconstrued as references to the Trustee making such allocations, distributionsand transfers on behalf of the relevant Series (and out of funds beneficiallyowned by the Series) in consideration of the granting by the Company to theTrustee of the Participation described in **Section 2.01(a)**(such consideration being in addition, where applicable, to the payment of theInitial Invested Amount in accordance with **Section 5.02**);

####  

#### (vi)          it is hereby acknowledged that any Series Amounts shall be held bythe Trustee for the account of Investor Certificateholders of the relevantSeries (as the beneficial owners thereof), subject to the Trustee being herebyauthorized by the relevant Series to apply such amounts on behalf of the Seriesin accordance with the provisions of the Transaction Documents. Accordingly,all references to the Company having any interest in any Series Amounts shallbe construed as references to the Company being entitled to the benefit of theallocations, distributions and transfers referred to in (v) above;

####  

#### (vii)         all references to the Company purchasing any interest in Receivablesor Collections from the Trustee or any Certificateholders including any suchreferences contained in **Section 2.06**and **9.02** shall be construed as referencesto the Company discharging all or part (as appropriate) of its obligations inrespect of the Participation granted by it in respect of such Receivables andCollections and thereby procuring a

 

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#### correspondingrelease, to the same extent, of any related security interest granted by it inrespect of such Receivables and Collections;

####  

#### (viii)        any (a) requirement on the Company to deal or not to deal withReceivables or Collections in any particular way and any restrictions on theexercise by the Company of any of its continuing rights of beneficial ownershipin respect of the Receivables and Collections and (b) authority given by theCompany to the Trustee in relation to any Collection Account and any CompanyConcentration Account shall be taken as forming part of the security interestgranted to the Trustee hereunder for the benefit of the InvestorCertificateholders (which interest secures the obligations of the Company underthe participation granted by it hereunder) and shall subsist only for so longas the said security interest subsists and until the same is fully discharged;

####  

#### (ix)           all references to the Company agreeing to decrease the amount of itsExchangeable Company Interest by any amount (the “**RelevantAmount**”) shall be taken to be references to the Company agreeing topay the Relevant Amount pursuant to the Participation granted under **Section 2.01(a)** (in addition to any other amounts payable bythe Company pursuant thereto) on the earliest occasion when sufficientCollections are available for that purpose;

####  

#### (x)            all references to the Trustee or Investor Certificateholders havingany interest in any Participation Amounts shall be taken to be references tothe rights of the Trustee, as against the Company, to receive payments from theCompany (for the benefit of the Investor Certificateholders) pursuant to theParticipation granted under **Section 2.01(a)**,such rights being secured by the security interest granted by the Companyhereunder in relation to the Participation Amounts;

####  

#### (xi)           all references to Receivables “contributed from HuntsmanInternational to the Company” or Receivables “contributed from the Contributorto the Company” shall be deemed to include Receivables subrogated, sold orotherwise transferred directly from an Originator or other entity to theCompany;

####  

#### (xii)          all provisions applicable to Receivables contributed to the Companyfrom Huntsman International shall be deemed to be equally applicable toReceivables subrogated, sold or otherwise transferred from an Originator orother entity to the Company; and

####  

#### (xiii)         it is acknowledged that there shall be no loan by any InvestorCertificateholders of any Series to the Trustee or the Company and that anyindebtedness owed by the Company to the Trustee shall be by way ofParticipation in relation to the Receivables and is not in respect of anyborrowing by the Company or by the Trustee on behalf of the Company.Accordingly, any references in this Agreement or any Supplement to amountsbeing distributable by the Trustee to the Investor Certificateholders inrespect of amounts described as “interest” or “principal” (and all likeexpressions) shall be construed as

 

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#### referencesto amounts which the Investor Certificateholders are entitled to receive intheir capacity as holders of fractional undivided interests in the relevantParticipation, being amounts which are calculated primarily by reference tocosts and outgoings which are (or are expected to be) incurred by InvestorCertificateholders in funding their acquisition and holding of said interests.

####  

In connection with its grant of theParticipation, the Company further agrees, at its own expense, on eachReceivables Purchase Date, (A) to direct (or cause the Master Servicer todirect) each Originator to identify on its extraction records relating toReceivables from its master database of receivables, that the Receivables havebeen conveyed to Huntsman International pursuant to one of the OriginationAgreements, (B) to direct the Master Servicer to maintain a record-keepingsystem that will clearly and unambiguously indicate, in the Master Servicer’sfiles maintained on behalf of the Company that such Receivables have been contributedby the Huntsman International to the Company and a Participation and a securityinterest have been granted by the Company to the Trust for the benefit of theHolders and (C) to deliver or transmit or cause the Master Servicer on behalfof the Company to deliver or transmit to the Trustee a Daily Report containingat least the information specified in Exhibit B as to all Receivables, as ofeach related Receivables Contribution Date, in each case in accordance with theTransaction Documents.

 

## **SECTION 2.02**           Acceptance by Trustee.

## ** **

### (a)           The Trustee hereby acknowledges its acceptance on behalf of theTrust of the Participation and security interest granted to the Trust pursuantto **Section 2.01(b)** and declares that itshall maintain the Participation and such security interest, upon the trustherein set forth, for the benefit of all Holders. The Trustee shall maintain anelectronic copy of each Daily Report and Monthly Settlement Report, asdelivered pursuant to **Section 2.01**and **Section 3.01(j)** at the Corporate TrustOffice.

###  

### (b)           The Trustee shall have no power to create, assume or incurindebtedness or other liabilities in the name of the Trust other than ascontemplated in this Agreement.

###  

## **SECTION 2.03**           Representations and Warranties of the Company.

## ** **

The Company hereby represents and warrantsto the Trustee and the Trust, for the benefit of the Holders, as of theEffective Date and as of the Issuance Date of each Series, that:

 

### (a)           **Organization: Powers**.It (i) is duly formed, validly existing and in good standing under the laws ofthe jurisdiction of its organization, (ii) has all requisite power andauthority to own its property and assets and to carry on its business as nowconducted and as proposed to be conducted, (iii) is qualified to do businessin, and is in good standing in, every jurisdiction where the nature of itsbusiness so requires, except where the failure so to qualify could notreasonably be expected to result in a Material Adverse Effect with respect toit and (iv) has the limited liability company power and authority to execute,deliver and perform its obligations under this Agreement, each of the otherTransaction Documents to which it is a party and each other agreement orinstrument contemplated hereby or thereby to which it is or will be a party.

 

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### (b)           **Authorization**. Theexecution, delivery and performance by it of each of the Transaction Documentsto which it is a party and the performance of the Transactions (i) have beenduly authorized by all requisite company and, if applicable and required,Shareholder action and (ii) will not (A) violate (1) any Requirement of Lawapplicable to it or (2) any provision of any Transaction Document or any othermaterial Contractual Obligation to which it is a party or by which it or any ofits property is or may be bound, (B) be in conflict with, result in a breach ofor constitute (alone or with notice or lapse of time or both) a default under,or give rise to any right to accelerate or to require the prepayment,repurchase or redemption of any obligation under any Transaction Document orany other material Contractual Obligation to which it is a party or by which itor any of its property is or may be bound, or (C) result in the creation orimposition of any Lien upon or with respect to any property or assets now ownedor hereafter acquired by it (other than Permitted Liens).

###  

### (c)           **Enforceability**. ThisAgreement has been duly executed and delivered by it and constitutes, and eachother Transaction Document to which it is a party when executed and deliveredby it will constitute, a legal, valid and binding obligation of it enforceableagainst it in accordance with its respective terms, subject (a) to applicablebankruptcy, insolvency, reorganization, moratorium and other similar lawsaffecting the enforcement of creditors rights generally, from time to time ineffect and (b) to general principles of equity (whether enforcement is soughtby a proceeding in equity or at law).

###  

### (d)           **Governmental****Approvals**. No action, consent or approval of, registrationor filing with or any other action by any Governmental Authority is or will berequired in connection with the Transaction Documents, except for (i) thefiling of UCC financing statements (or similar filings) in any applicablejurisdictions necessary to perfect the Trust’s security interest in theReceivables and (ii) such as have been made or obtained and are in full forceand effect; provided, that it makes no representation or warranty as to whetherany action, consent, or approval of, registration or filing with or any otheraction by any Governmental Authority is or will be required in connection withthe distribution of the Certificates and Interests.

###  

### (e)           **Litigation: Compliance with Laws**.

###  

#### (i)            there are no actions, suits or proceedings at law or in equity or byor before any Governmental Authority now pending or, to its knowledge,threatened against it or affecting it or any of its properties, revenues orrights (i) in connection with the execution and delivery of the TransactionDocuments and the consummation of the Transactions contemplated thereunder,(ii) which could reasonably be expected to materially affect adversely theincome tax or franchise tax attributes of the Trust under the United Statesfederal or any state or franchise tax systems or (iii) for which there exists areasonable likelihood of an outcome that would result in a Material AdverseEffect with respect to it;

 

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

####  

#### (iii)          it has complied with all applicable provisions of its organizationalor governing documents and any other Requirements of Law with respect to it,its business and properties and the Participation Assets.

####  

### (f)            **Agreements**.

###  

#### (i)            it has no Contractual Obligations other than (A) the TransactionDocuments to which it is a party and the other contractual arrangementspermitted thereby or contemplated thereunder and (B) any other agreements orinstruments that it is not prohibited from entering into by **Section 2.08(f)** and that, in the aggregate, neither containpayment obligations or other liabilities on the part of it in excess of$100,000 nor would upon default result in a Material Adverse Effect. Other thanthe restrictions created by the Transaction Documents, it is not subject to anylimited liability company restriction that could reasonably be expected to havea Material Adverse Effect with respect to it; and

####  

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

####  

### (g)           **Federal Reserve Regulations**.

###  

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

####  

#### (ii)           no part of the proceeds from the issuance of any InvestorCertificates will be used, whether directly or indirectly, and whetherimmediately, incidentally or ultimately, for any purpose that entails aviolation of, or that is inconsistent with, the provisions of the regulationsof the Board, including Regulation U or Regulation X.

####  

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

###  

### (i)            **No Early Amortization Event**. No Early Amortization Event or Potential Early Amortization Eventhas occurred and is continuing.

###  

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

 

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

###  

### (l)            **Location of Records**.The offices at which the Company keeps its records concerning the Receivableseither (x) are located at the address setforth on **Schedule 2** hereto and at the addressesset forth for the relevant Originator on **Schedule 2** ofthe related Origination Agreement or (y) the Company has notified the Trusteeof the location thereof in accordance with the provisions of S**ection 2.08(i)**.

###  

### (m)          **Solvency**. NoInsolvency Event with respect to it has occurred and the granting of securityinterests in the Participation Assets by it to the Trust has not been made incontemplation of the occurrence thereof. Both prior to and after giving effectto the transactions occurring on each Issuance Date, (i) the fair value of itsassets at a fair valuation will exceed its debts and liabilities, subordinated,contingent or otherwise; (ii) the present fair salable value of its propertywill be greater than the amount that will be required to pay its probableliability on its debts and other liabilities, subordinated, contingent orotherwise, as such debts and liabilities become absolute and matured; (iii) itwill be able to pay its debts and liabilities, subordinated, contingent orotherwise, as such debts and liabilities become absolute and matured; and (iv)it will not have unreasonably small capital with which to conduct the businessin which it is engaged as such business is now conducted and is proposed to beconducted. For all purposes of **clauses (i)**through **(iv)** above, the amount of contingentliabilities at any time shall be computed as the amount that, in the light ofall the facts and circumstances existing at such time, represents the amount thatcan reasonably be expected to become an actual or matured liability. It doesnot intend to, nor does it believe that it will, incur debts beyond its abilityto pay such debts as they mature, taking into account the timing of and amountsof cash to be received by it and the timing of and amounts of cash to bepayable in respect of its Indebtedness.

###  

### (n)           **Subsidiaries**. It hasno Subsidiaries and all of its Shares are owned by Huntsman International.

###  

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

###  

### (p)           **Liabilities**. Otherthan (i) the liabilities, commitments or obligations (whether absolute,accrued, contingent or otherwise) arising under or in respect of the TransactionDocuments, (ii) immaterial amounts due and payable in the ordinary course ofbusiness of a special-purpose company, it does not have any liabilities,commitments or obligations (whether absolute, accrued, contingent orotherwise), whether due or to become due, and (iii) all amounts described in **clauses (i)** and **(ii)** shall bepayable solely from funds available to it which are not otherwise required tobe applied to the payment of any amounts owed by it pursuant to any Pooling andServicing Agreement.

 

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### (q)           **Collection Procedures.**It has not acted in contravention of any Policies with respect to theReceivables.

###  

### (r)            **Collection Accounts and the Master CollectionAccounts**. Except to the extent otherwise permittedunder the terms of this Agreement, the Collection Accounts and the MasterCollection Accounts are free and clear of any Lien (except for Permitted Liens).

###  

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

###  

### (t)            **Bulk Sales**. Theexecution, delivery and performance of this Agreement do not require compliancewith any “bulk sales” law by the Company in the United States.

###  

### (u)           **Clifford Chance UK Tax Opinion**. The statements of fact assumed in assumptions 7, 10, 14, 16, 25and 26 of the UK Tax Opinion of Clifford Chance Limited Liability Partnershipdated April 18, 2006 are correct so far as they relate to each of the Company,the Contributor and the UK Originators and their Affiliates. For the avoidanceof doubt, no representation is made in this sub-paragraph (u) in respect ofmatters of law or legal judgment.

###  

### (v)           **United Kingdom Finance Act 1988**. There are no circumstances in existence which could cause theCompany or the Contributor to have any liabilities under Section 132 of theUnited Kingdom Finance Act 1988.

###  

The representations and warranties as ofthe date made set forth in this **Section 2.03**shall survive the Participation and the security interest granted in theParticipation Assets to the Trust. Upon discovery by a Responsible Officer ofthe Company or the Master Servicer or by a Responsible Officer of the Trusteeof a breach of any of the foregoing representations and warranties with respectto any Outstanding Series as of the Issuance Date of such Series, the partydiscovering such breach shall give prompt written notice to the other partiesand to each Funding Agent with respect to any Outstanding Series. The Trustee’sobligations in respect of any breach are limited as provided in **Section 8.02(e)**.

 

## **SECTION 2.04**           Representations and Warranties of the Company Relating to theReceivables.

## ** **

The Company hereby represents and warrantsto the Trustee and the Trust, for the benefit of the Holders, with respect toeach Receivable in which a Participation and a security interest is granted tothe Trust as of the related Receivables Contribution Date, unless, in eithercase, otherwise stated in the applicable Supplement or unless suchrepresentation or warranty expressly relates only to a prior date, that:

 

### (a)           **Receivables Description**. As of the related Receivables Contribution Date, the Daily Reportdelivered or transmitted pursuant to **Section 2.01(b)**sets forth in all material respects a complete listing of all Receivables (andany items of Related Property), in which a Participation and a securityinterest is granted to the Trust on the related Receivables Contribution Dateand the information contained in the Daily Report with respect to each suchReceivable is true and correct (except for any errors or omissions that do not

 

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### resultin material impairment of the interests, rights or remedies of the Trustee orthe Investor Certificateholders with respect to any Receivable) as of therelated Receivables Contribution Date.

###  

### (b)           **No Liens**. EachEligible Receivable existing on the Effective Date or, in the case of EligibleReceivables in which a Participation and security interest is granted to theTrust after the Effective Date, on the related Receivables Contribution Datewas, on such date, free and clear of any Lien, except for Permitted Liens.

###  

### (c)           **Eligible Receivable**.Each Receivable in which a Participation and security interest is granted tothe Trust that is included in the calculation of the Aggregate ReceivablesAmount is an Eligible Receivable and, in the case of Receivables in which asecurity interest is granted to the Trust after the Effective Date, on therelated Receivables Contribution Date, each such Receivable that is included inthe calculation of the Aggregate Receivables Amount on such related ReceivablesContribution Date is an Eligible Receivable.

###  

### (d)           **Filings**. All filingsand other acts required to permit the Company (or its permitted assignees or pledgees)to provide any notification subsequent to the applicable ReceivablesContribution Date (without materially impairing the Trust’s security interestin the Participation Assets and without incurring material expenses inconnection with such notification) necessary under the applicable UCC or underother applicable laws of jurisdictions outside the United States (to the extentapplicable) shall have been made or performed in order to grant the Trust onthe applicable Receivables Contribution Date a continuing first priorityperfected security interest in respect of all Receivables and Related Property.

###  

### (e)           **Policies**. Since theEffective Date, to its knowledge, there have been no material changes in thePolicies, other than as permitted hereunder.

###  

The representations and warranties as ofthe date made set forth in this **Section 2.04**shall survive the grant of the Participation and the security interest in theParticipation Assets to the Trust. Upon discovery by a Responsible Officer ofthe Company or the Master Servicer or a Responsible Officer of the Trustee of abreach of any of the representations and warranties (or of any Receivableencompassed by the representation and warranty in **Section2.04(c)** not being an Eligible Receivable as of the relevant ReceivablesContribution Date), the party discovering such breach shall give prompt writtennotice to the other parties and to each Funding Agent with respect to allOutstanding Series. The Trustee’s obligations in respect of any breach arelimited as provided in **Section 8.02(e)**.

 

## **SECTION 2.05**           Adjustment Payment for Ineligible Receivables.

## ** **

### (a)           **Adjustment Payments**.If (i) any representation or warranty under **Sections 2.04(a)**or **(b)** is not true and correct as of thedate specified therein with respect to any Receivable in which a securityinterest was granted in favor of the Trust, or any Receivable encompassed bythe representation and warranty in **Sections 2.04(c)**or **2.04(d)** is determined not to have beenan Eligible Receivable as of the relevant Receivables Contribution Date, (ii)there

 

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### is abreach of any covenant under **Section 2.08(b)**with respect to any Receivable or (iii) the Trust’s interest in any Receivableis not a continuing first priority perfected security interest at any time as aresult of any action taken by, or the failure to take action by, the Company(any Receivable as to which the conditions specified in any of **clause (i)**, **(ii)** or **(iii)** of this **Section 2.05(a)**exists is referred to herein as an “**Ineligible Receivable**”)then, after the earlier (the date on which such earlier event occurs, the “**Ineligibility Determination Date**”) to occur of the discoveryby the Master Servicer of any such event that continues unremedied or receiptby the Company of written notice (which may be in the Daily Report) given bythe Master Servicer of any such event that continues unremedied, the Companyshall pay to the Trustee the Adjustment Payment in the amount and manner setforth in **Section 2.05(b)** hereof.

###  

### (b)           **Adjustment Payment Amount**. Subject to the last sentence of this **Section 2.05(b)**,the Company may (i) reduce the amount of its Exchangeable Company Interest byan amount equal to the difference between (x) minus (y) below and, to theextent such reduction is insufficient to satisfy its obligations hereunder theCompany shall make an Adjustment Payment with respect to each IneligibleReceivable, (ii) make an Adjustment Payment in an amount equal to thedifference between (x) minus (y) below or (iii) fully reduce its ExchangeableCompany Interest to cover its obligations hereunder with respect to suchIneligible Receivable, each as required pursuant to **Section 2.05(a)**by depositing in the applicable currency Company Concentration Account on theBusiness Day following the related Ineligibility Determination Date an amountequal to the lesser of (x) the amount by which the Aggregate Target ReceivablesAmount exceeds the Aggregate Receivables Amount (after giving effect to thereduction thereof by the Principal Amount of such Ineligible Receivable) and(y) the aggregate outstanding Principal Amount of all such IneligibleReceivables less any Collections in respect of such Ineligible Receivablethereto for applied by or on behalf of the Master Servicer.

###  

Upon such reduction of its ExchangeableCompany Interest or upon transfer or deposit of the Adjustment Payment amountspecified in this **Section 2.05(b)**,as the case may be, the Company shall be entitled to retain without recourse,representation or warranty, all subsequent Collections (or amounts in respectthereof) received by it in respect of each such Ineligible Receivable and suchCollections shall not form part of the Participation Assets. The obligation ofthe Company to reduce its Exchangeable Company interest or to pay such AdjustmentPayment amount specified in this **Section 2.05(b)**,as the case may be, with respect to any Ineligible Receivables in which asecurity interest was granted by it, respectively, shall constitute the soleremedy respecting the event giving rise to such obligation available toInvestor Certificateholders (or the Trustee on behalf of InvestorCertificateholders) unless such obligation is not satisfied in full inaccordance with the terms of this Agreement.

 

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## **SECTION 2.06**           Purchase of Investor Certificateholders’ Interest in theParticipation.

## ** **

### (a)           In the event of any breach of any of the representations andwarranties set forth in **Section 2.03** asof the date made which breach has a Material Adverse Effect, the Trustee, atthe written direction of the Funding Agent(s) for Holders evidencing more than50% of the Aggregate Invested Amount shall notify the Company (with a copy tothe Master Servicer) to pay to the Trust an amount calculated in accordancewith **Section 2.06(b)**, with reference to theInvestor Certificateholders’ Interest for such affected Outstanding Series andpursuant to such notice, the Company shall be obligated to make such payment inrespect of such affected Investor Certificateholders’ Interest on the BusinessDay occurring not later than five (5) Business Days after receipt of suchnotice on the terms and conditions set forth in **Section2.06(b)** below; **provided**, **however**, that no such payment shall be required to be madeif, by such Business Day, the Master Servicer shall provide the Trustee with aResponsible Officer’s certificate to the effect that the representations andwarranties contained in **Section 2.03**shall then be true and correct in all material respects and any MaterialAdverse Effect caused thereby shall have been cured.

###  

### (b)           If required by the provisions of **Section2.06(a)**, the Company shall deposit into the appropriate SeriesConcentration Account on the Business Day preceding the Distribution Datereferred to in **Section 2.06(a)** above, an amountin U.S. Dollars or Euro (as applicable) equal to the purchase price (asdescribed in the next succeeding sentence) for the affected InvestorCertificateholders’ Interest for such affected Outstanding Series on such day.The purchase price for any such purchase will be equal to (i) the AdjustedInvested Amount of such Outstanding Series on the date on which the purchase ismade plus (ii) an amount equal to all interest accrued but unpaid on suchSeries up to (but excluding) the Distribution Date on which the distribution ofsuch deposit is scheduled to be made pursuant to **Section 9.02**plus (iii) any other amount required to be paid in connection therewithpursuant to any Supplement. Notwithstanding anything to the contrary in thisAgreement, the entire amount of the purchase price deposited in the appropriateSeries Concentration Account (together with amounts on deposit in theapplicable Series Principal Concentration Subaccount) shall be distributed tothe related Investor Certificateholders on such Distribution Date pursuant to **Section 9.02**. If the Trustee gives notice directing theCompany to made a payment as provided above, the obligation of the Company tomake such payment pursuant to this **Section 2.06**shall constitute the sole remedy respecting an event of the type specified inthe first sentence of this **Section 2.06**available to the applicable Investor Certificateholders (or the Trustee onbehalf of such Investor Certificateholders) unless such payment obligation isnot satisfied in full in accordance with the terms of this Agreement.

###  

## **SECTION 2.07**           Affirmative Covenants of the Company.

## ** **

The Company hereby covenants that, untilthe Trust Termination Date occurs, it shall (or with respect to **clauses (a)**, **(d)(ii)**, **(l)** and **(n)**, shalldirect the Master Servicer on its behalf to):

 

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### (a)           **Annual Opinion**.Deliver (or request the Master Servicer to deliver) to the Trustee and eachFunding Agent an Opinion of Counsel substantially in the form of **Exhibit A** (with such modifications as are reasonablyacceptable to the Trustee and any Funding Agent with respect to any OutstandingSeries and the Trustee), on the anniversary of the date hereof.

###  

### (b)           **Payment of Obligations; Compliance with Obligations**. Pay, discharge or otherwise satisfy at or before maturity orbefore they become delinquent, as the case may be, all its obligations ofwhatever nature (including all taxes, assessments, levies and othergovernmental charges imposed on it), except where the amount or validitythereof is currently being contested in good faith by appropriate proceedingsand reserves in conformity with GAAP with respect thereto have been provided onthe books of the Company. The Company shall defend the security interest of theTrustee and the Holders in, to and under the Receivables and the otherParticipation Assets, whether now existing or hereafter created, against allclaims of third parties. The Company will duly fulfill all obligations on itspart to be fulfilled under or in connection with the Participation and will donothing to impair the rights of the Holders in the Participation.

###  

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

###  

### (d)           **Compliance with Law and Policies.**

###  

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

####  

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

####  

### (e)           **Purchase of Receivables**. Purchase Receivables solely in accordance with the OriginationAgreement.

###  

### (f)            **Delivery of Collections**. In the event that the Company receives Collections directly fromObligors and in pursuance of the security interests granted by the Companyhereunder, deliver and deposit, endorse, if applicable, to the Trustee fordeposit into the applicable Collection Account or deposit an amount equal to suchCollections directly into the applicable Company Concentration Account withinone (1) Business Day after its receipt thereof.

###  

### (g)           **Notices**. Promptly givewritten notice to the Trustee and each Funding Agent for any Outstanding Seriesof the occurrence of any Liens on Receivables (other than Permitted Liens),Early Amortization Event or Potential Early Amortization Event, the statementof a Responsible Officer of the Company setting forth the details of such EarlyAmortization Event or Potential Early

 

17

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### AmortizationEvent and the action taken, or which the Company proposes to take, with respectthereto.

###  

### (h)           **Collection Accounts, Master Collection Accountsand Company Concentration Accounts**. Take all reasonableactions necessary to ensure that the Collection Accounts, the Master CollectionAccounts and the Company Concentration Accounts shall be free and clear of, anddefend the Collection Accounts, the Master Collection Accounts and the CompanyConcentration Accounts against, Liens (other than Permitted Liens), any writ,order, stay, judgment, warrant of attachment or execution or similar process.

###  

### (i)            **Separate Company Existence.**

###  

#### (i)            except as set forth in the Transaction Documents, maintain its owndeposit account or accounts, separate from those of any Affiliate, withcommercial banking institutions and ensure that the funds of the Company willnot be diverted to any other Person or for other than uses of the Company, notcommingle such funds with the funds of any Originator or any Subsidiary orAffiliate of any Originator; **provided**, **however**, that the foregoing restriction shall not precludeCollections from being commingled with any Originator’s funds or with anOriginator’s funds in the Collection Accounts, the Master Collection Accountsand the Company Concentration Accounts for a period of time not to exceed one(1) Local Business Day or preclude the Company from making, in accordance withthe Transaction Documents, a distribution to the Contributor in respect of itsmembership interests in accordance with the provisions of **Section 2.08(m)**;

####  

#### (ii)           to the extent that it shares the same officers or other employees asany of its Shareholders or Affiliates, the salaries of and the expenses relatedto providing benefits to such officers and other employees shall be fairlyallocated among such entities, and each such entity shall bear its fair shareof the salary and benefit costs associated with all such common officers andemployees;

####  

#### (iii)          to the extent that it jointly contracts with any of its Shareholdersor Affiliates to do business with vendors or service providers or to shareoverhead expenses, the costs incurred in so doing shall be allocated fairlyamong such entities, and each such entity shall bear its fair share of suchcosts. To the extent that the Company contracts or does business with vendorsor service providers where the goods and services provided are partially forthe benefit of any other Person, the costs incurred in so doing shall be fairlyallocated to or among such entities for whose benefit the goods or services areprovided, and each such entity shall bear its fair share of such costs. Allmaterial transactions between the Company and any of its Affiliates, whethercurrently existing or hereafter entered into, shall be only on an arm’s lengthbasis;

 

18

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#### (iv)          maintain office space separate from the office space of anyOriginator and its Affiliates (but which may be located at the same address asany Originator or one of any Originator’s Affiliates). To the extent that theCompany and any of its Shareholders or Affiliates have offices in the samelocation, there shall be a fair and appropriate allocation of overhead costsamong them, and each such entity shall bear its fair share of such expenses;

####  

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

####  

#### (vi)          conduct its affairs strictly in accordance with its organizationaldocuments and observe all necessary, appropriate and customary companyformalities, including, holding regular and special Shareholders’ anddirectors, meetings appropriate to authorize all company action, keepingseparate minutes of its meetings, passing all resolutions or consents necessaryto authorize actions taken or to be taken, and maintaining separate books,records and accounts, including, but not limited to, payroll and intercompanytransaction accounts;

####  

#### (vii)         except to the extent expressly provided for any of the TransactionDocuments, not assume or guarantee any of the liabilities of an Originator, theMaster Servicer or any Affiliate thereof; and

####  

#### (viii)        take, or refrain from taking, as the case may be, all other actionsthat are necessary to be taken or not to be taken in order to (x) ensure thatthe assumptions and factual recitations set forth in the Specified BankruptcyOpinion Provisions remain true and correct and (y) comply with those proceduresdescribed in such provisions.

####  

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

###  

### (k)           **Assessments**. Promptlypay and discharge all taxes, assessments, levies and other governmental chargesimposed on it except such taxes, assessments, levies and other governmentalcharges that (i) are being contested in good faith by appropriate proceedingsand for which the Company shall have set aside on its books adequate reservesor (ii) the failure to pay, satisfy or discharge would not reasonably beexpected to result in a Material Adverse Effect.

###  

### (l)            **Obligations**. Defendthe security of the Trust in, to and under the Receivables and the otherParticipation Assets, whether now existing or hereafter created, against allclaims of third parties claiming through the Company. The Company will dulyfulfill in accordance with the Servicing Agreement all obligations on its partto be fulfilled under or in connection with each

 

19

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### Receivableand will do nothing to materially impair the rights of the Company in suchReceivable.

###  

### (m)          **Enforcement of Origination Agreement**. The Company shall use its best efforts to enforce all rights heldby it under any Origination Agreement to which it is a party.

###  

### (n)           **Maintenance of Property**. Keep all property and assets useful and necessary to permit themonitoring and collection of Receivables.

###  

### (o)           **Bankruptcy**. Cooperatewith the Funding Agents and Trustee in making any amendments to the TransactionDocuments and take, or refrain from taking, as the case may be, all otheractions deemed reasonably necessary by the Funding Agents and/or Trustee inorder to comply with the structured finance statutory exemption set forth inlegislative amendments to the U.S. Bankruptcy Code at or any time after suchamendments are enacted into law; **provided**, **however**, that it shall not be required to make any amendmentor to take, or omit from taking, as the case may be, any action which itreasonably believes would have the effect of materially changing the economicsubstance of the transaction contemplated by the Transaction Documents on theEffective Date.

###  

### (p)           **Enforcement of Contribution Agreement**. The Company shall enforce its rights under the ContributionAgreement and shall cause the Contributor to enforce the Contributor’s rightsunder the Origination Agreements, in each case, including the right to receiveAdjustment Payments and the right to indemnification.

###  

## **SECTION 2.08**           Negative Covenants of the Company.

## ** **

The Company hereby covenants that, untilthe Trust Termination Date occurs, it shall not directly or indirectly:

 

### (a)           **Limitation on Liabilities**. Create, incur, assume or suffer to exist any Indebtedness, except(i) Indebtedness evidenced by the Subordinated Loan, (ii) liabilities(including accrued and contingent liabilities) or obligations arising under orin respect of the Transaction Documents, including liabilities and obligationsrepresenting fees, expenses and indemnities payable pursuant to and inaccordance with the Transaction Documents and (iii) immaterial amounts due andpayable in the ordinary course of business of a special purpose company,provided that any Indebtedness permitted hereunder and described in **clauses (i)** and **(iii)** shall bepayable by the Company solely from funds available to the Company which are nototherwise required to be applied to the payment of any amounts by the Companypursuant to any Pooling and Servicing Agreement.

###  

### (b)           **Limitation on Transfers of Receivables, etc**. Except as otherwise permitted by the Transaction Documents, at anytime sell, transfer, grant a participation and security interest in orotherwise dispose of any of the Receivables, Related Property, ParticipationAssets or the proceeds thereof.

 

20

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### (c)           **Limitation on Guarantee Obligations**. Become or remain liable, directly or contingently, in connectionwith any Indebtedness or other liability of any other Person, whether byguarantee, endorsement (other than endorsements of negotiable instruments fordeposit or collection in the ordinary course of business), agreement topurchase or repurchase, agreement to supply or advance funds or otherwise otherthan under or as contemplated by any Transaction Documents.

###  

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

###  

### (e)           **Business**. Engage atany time in any business or business activity other than the acquisition ofReceivables pursuant to any Origination Agreement to which it is a party, the securityinterests hereunder, the other transactions contemplated by the TransactionDocuments, the incurrence of Indebtedness under the Subordinated CompanyInterests, any Subordinated Loan as contemplated in the Transaction Documents,and any activity incidental to the foregoing and necessary or convenient toaccomplish the foregoing, or otherwise contemplated by any of the TransactionDocuments or enter into or be a party to any agreement or instrument other thanin connection with the foregoing.

###  

### (f)            **Agreements**. Become aparty to any indenture, mortgage, instrument, contract, agreement, lease orother undertaking, except the Transaction Documents, the Pledge Agreement, theSubordinated Interests, any Subordinated Loan as contemplated in theTransaction Documents, leases of office space, equipment or other facilitiesfor use by the Company in its ordinary course of business, employmentagreements, service agreements, agreements relating to shared employees and theother Transaction Documents and agreements necessary to perform its obligationsunder the Transaction Documents, (ii) issue any power of attorney (except tothe Trustee or the Master Servicer or except for the purpose of permitting anyPerson to perform any ministerial functions on behalf of the Company that arenot prohibited by or inconsistent with the terms of the Transaction Documents),or (iii) other than pursuant to the terms of any Origination Agreement to whichit is a party, amend, supplement, modify or waive any of the provisions of theOrigination Agreement or request, consent or agree to or suffer to exist orpermit any such amendment, supplement, modification or waiver or exercise anyconsent rights granted to it thereunder unless such amendment, supplement,modification or waiver or such exercise of consent rights would not have aMaterial Adverse Effect with respect to the Company or any Outstanding Seriesand each Funding Agent shall have consented to any such amendments,supplements, modifications or waivers.

 

21

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### (g)           **Policies**. Permit anychange or modification in any material respect to the Policies, except (i) ifsuch changes or modifications are necessary under any Requirement of Law or(ii) the Funding Agents shall have consented with respect thereto.

###  

### (h)           **Instruments**. Unlessdelivered to the Trustee pursuant to **Section 2.01(b)**,the Company shall not take any action to cause any U.S. Receivable notevidenced by an “instrument” (as defined in the applicable UCC or other similarapplicable statute or legislation) upon origination to become evidenced by aninstrument, except in connection with its enforcement or collection of aDefaulted Receivable.

###  

### (i)            **Offices**. Move thelocation of where the Company keeps its records to a new location withoutproviding thirty (30) days’ prior written notice to the Trustee and eachFunding Agent.

###  

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

###  

### (k)           **Charter**. Amend or makeany change or modification to its constitutive documents without obtaining theconsent of each Funding Agent (provided that, notwithstanding anything to thecontrary in this **Section 2.08(k)**, the Company maymake amendments, changes or modifications pursuant to changes in law of thejurisdiction of its formation or amendments to change the Company’s name(subject to compliance with **clause (j)**above)).

###  

### (l)            **Tax Classification**.Elect or take any action that would cause it to be classified as a partnershipor corporation for U.S. tax purposes or permit any member of the Company to soelect or take any such action.

###  

### (m)          **Limitation on Restricted Payments**. Declare or pay any dividend on, or make any payment on account of,or set apart assets for a sinking or other analogous fund for, the purchase,redemption, defeasance, retirement or other acquisition of, any shares of anyclass of capital stock of the Company, whether now or hereafter outstanding, ormake any other distribution in respect thereof, either directly or indirectly,whether in cash or property or in obligations of the Company (suchdeclarations, payments, setting apart, purchases, redemptions, defeasance,retirements, acquisitions and distributions being herein called “**Restricted Payments**”), unless (i) at the date suchRestricted Payment is made, the Company shall have made all payments in respectof its obligations pursuant to the Transaction Documents and the PledgeAgreement, and (ii) the Restricted Payment Test for each outstanding Series issatisfied on such date; **provided**, **however**, that such limitation on Restricted Payments shallnot preclude the Company from making, in

 

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### accordancewith the Transaction Documents, a distribution or paying as a dividend to itsShareholder in respect of the Shares in the Company; **provided**that no Early Amortization Event or Potential Early Amortization Event hasoccurred and is continuing.

###  

### (n)           **Accounting for Purchases**. Except in accordance with any Requirement of Law, prepare anyfinancial statements which shall account for the transactions contemplatedunder any Origination Agreement or the transactions contemplated hereunder inany manner other than, as a contribution of the Receivables from theContributor to the Company and as a grant of a secured Participation in theReceivables from time to time by the Company to the Trust, respectively, or inany other respect account for or treat the transactions contemplated under anyOrigination Agreement or the transactions contemplated hereunder (including forfinancial accounting purposes, except as required by law) in any manner otherthan as a contribution of the Receivables from the Contributor to the Companyand as a grant of a secured Participation in the Receivables from the Companyto the Trust, respectively; **provided**, **however**, that this subsection shall not apply for any tax ortax accounting purposes.

###  

### (o)           **Extension or Amendment of Receivables**. Extend, make any Dilution Adjustment to, rescind, cancel, amend orotherwise modify, or attempt or purport to extend, amend or otherwise modify,the terms of any Receivables other than as permitted under **Section4.05(a)** of the Servicing Agreement.

###  

### (p)           **Amendment of Transaction Documents or OtherMaterial Documents**. Other than as set forth in theTransaction Documents, amend any Transaction Document or other materialdocument related to any transactions contemplated hereby or thereby.

###  

### (q)           **Origination Agreements**.Take any action under any Origination Agreement to which it is a party thatcould reasonably be expected to have a Material Adverse Effect.

###  

### (r)            **Limitation on Investments and Loans**. Make any advance, loan, extension of credit or capitalcontribution to, or purchase any stock, bonds, notes, debentures or othersecurities of or any assets constituting a business unit of, or make any otherinvestment in, any Person, except for any Exchangeable Company Interest, anySubordinated Company Interests, any Subordinated Loan, the Receivables and theother Participation Assets or as otherwise contemplated under the TransactionDocuments.

###  

### (s)           **Limitation on Mergers, Acquisitions and AssetSales**. Enter into any agreement to merge with oracquire another company or sell all or substantially all of the Company’sassets, other than as permitted in **Section 6.03**hereof.

###  

### (t)            **Perfection of Security Interest**. Taking all actions reasonably requested by the Trustee (includingbut not limited to all filings and other acts necessary or advisable under theapplicable UCC or other applicable laws or similar statute of each relevantjurisdiction) in order to continue the Trust’s first priority

 

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### perfectedsecurity interest in all Receivables now owned or acquired by the Company.

###  

## **SECTION 2.09**      Addition of Approved Currency,Approved Originator and Approved Obligor Country;  Approved Acquired Line of BusinessReceivables.

## ** **

At the written request of the MasterServicer delivered to the Trustee and each Funding Agent, (1) the addition of acurrency as an Approved Currency, (2) the addition of an originator as anApproved Originator, (3) the addition of a jurisdiction as an Approved ObligorCountry or as an Approved Contract Jurisdiction or (4) the inclusion ofAcquired Line of Business Receivables as Eligible Receivables, in each caseafter the Series 2000-1 Issuance Date, shall be permitted upon satisfaction ofthe relevant conditions set forth in this **Section 2.09**,the relevant Origination Agreement and any Supplement.

 

### (a)           **Approved Currency**. EachFunding Agent shall have consented to the addition of any currency as ApprovedCurrency.

###  

### (b)           **Approved Originator**.

###  

#### (i)            such proposed Approved Originator is an Affiliate of HuntsmanInternational;

####  

#### (ii)           the Master Servicer, the Company and each Funding Agent shall havereceived a copy of the Policies of such Originator, which Policies shall be inform and substance satisfactory to the Master Servicer, the Servicer Guarantor,the Company and each Funding Agent;

####  

#### (iii)          the governing law of the Contracts relating to the Receivablesoriginated by such proposed Approved Originator is the law of an ApprovedContract Jurisdiction;

####  

#### (iv)          the Company and each Funding Agent shall have received confirmationthat there is no pending or threatened action or proceeding affecting such proposedApproved Originator before any Governmental Authority that could reasonably beexpected to have a Material Adverse Effect with respect to it (other than suchaction or proceeding as disclosed in public filings);

####  

#### (v)           the Trustee shall have received an Opinion of Counsel in form andsubstance satisfactory to it and any Funding Agent from a nationally recognizedlaw firm qualified to practice in the jurisdiction in which such Originator islocated to the effect that the sale of Receivables by such Originator to theContributor or the Company (or such other entity as shall have been agreed)constitute true sales of such Receivables to the Contributor or the Company orsuch entity;

####  

#### (vi)          the Trustee shall have received an Opinion of Counsel from a nationallyrecognized law firm in form and substance satisfactory to it and any FundingAgent with respect to the Originators from one or more nationally recognizedlaw firms authorized to practice law in the

 

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#### jurisdictionin which such proposed Approved Originator is located, the jurisdictionsgoverning the contracts originated by such Originator and in New York;

####  

#### (vii)         the Master Servicer and the Servicer Guarantor shall have agreed inwriting to service the Receivables originated and proposed to be sold by suchOriginator in accordance with the terms and conditions of the ServicingAgreement and the Servicer Guarantor shall have agreed to guarantee the MasterServicer’s obligations in connection therewith;

####  

#### (viii)        the Liquidation Servicer shall have notified the Company and theFunding Agents that a Standby Liquidation System is in place for such proposed ApprovedOriginator;

####  

#### (ix)           the Company, the Trustee and each Funding Agent shall have receiveda certificate prepared by a Responsible Officer of the Master Servicercertifying that after giving effect to the addition of such proposed Approved Originator,the Aggregate Target Receivables Amount shall be equal to or less than theAggregate Receivables Amount on the date such proposed Approved Originator isadded pursuant to the applicable Receivables Purchase Agreement;

####  

#### (x)            such Originator shall have executed an Additional Originator JoinderAgreement in the form of **Schedule 3** orcorresponding schedule attached to the applicable Receivables PurchaseAgreement, shall have otherwise acceded to an existing Receivables PurchaseAgreement or shall have entered into a Receivables Purchase Agreementsubstantially similar to the existing Receivables Purchase Agreement with suchmodifications as necessary or appropriate to address jurisdiction-specificissues;

####  

#### (xi)           if applicable, such Originator shall have executed, filed andrecorded, at its own expense, appropriate UCC financing statements with respectto the Receivables (and Related Assets) originated and proposed to be sold byit in such manner and such jurisdictions as are necessary to perfect the Company’sownership interest in such Receivables;

####  

#### (xii)          the Company and each Funding Agent shall be satisfied that there areno Liens on the Receivables to be sold by such Originator, except PermittedLiens;

####  

#### (xiii)         the Collection Accounts with respect to the Receivables to be soldor contributed by such proposed Approved Originator shall have been establishedin the name of the Company and the Company shall have caused the Trustee tohave a first priority perfected security interest in such accounts or shallhave been established in the name of the Trustee (whereby the Trustee may grantto the Company a revocable authorization to operate such accounts), or, if theTrustee shall not have such first priority perfected security interest orownership interest in such accounts, the Company shall have established, orshall have caused Huntsman International to establish, appropriate reserves, as

 

25

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#### determinedby the Funding Agents, to cover any failure of timely remittance in full ofCollections from such accounts or shall have established, or shall have causedHuntsman International to establish, appropriate reserves, as determined by theFunding Agents, to cover a failure of timely remittance in full of Collectionsfrom the Collection Accounts to the relevant Master Collection Account inaccordance with the Transaction Documents, or shall have made such otherarrangements as appropriate or necessary, as determined by the Funding Agents,to address jurisdiction-specific issues; and

####  

#### (xiv)        if the aggregate Principal Amount of Receivables to be added to thepool of Receivables by Additional Originators added as Approved Originators andwith respect to Acquired Lines of Business pursuant to the provisions of this **Section 2.09** in the immediately preceding twelve (12)calendar months (including the aggregate Principal Amount of all Receivables ofsuch proposed Originator proposed to be sold by such proposed Originator) isgreater than ten percent (10%) of the Aggregate Receivables Amount on such datebefore giving effect to the addition of such proposed Approved Originator, suchcalculation to be made immediately prior to the proposed addition of such ApprovedOriginator, then (i) each Funding Agent shall have consented to the addition ofsuch Originator and (ii) the historical aging and liquidation scheduleinformation of the Receivables originated by such proposed Approved Originatorand other data relating to the Receivables is satisfactory to each FundingAgent.

####  

### (c)           **Approved Obligor Country**.

###  

The Company, the Trustee and each FundingAgent shall have consented in advance, in writing, to such inclusion of ajurisdiction as an Approved Obligor Country.

 

### (d)           **Approved Contract Jurisdiction**.

###  

The Company, the Trustee and each FundingAgent shall have consented in advance, in writing, to inclusion of ajurisdiction as an Approved Contract Jurisdiction.

 

### (e)           **Approved Acquired Line of Business Receivables**.

###  

#### (i)            the Master Servicer, the Company, the Trustee and each Funding Agentshall have received a copy of the Policies with respect to the relevantAcquired Line of Business, which Policies shall be in form and substancesatisfactory to the Master Servicer, the Servicer Guarantor, the Company andeach Funding Agent;

####  

#### (ii)           the Company, the Trustee and each Funding Agent shall have receivedconfirmation that there is no pending or threatened action or proceedingaffecting the Originator or Originators with respect to such Acquired Line ofBusiness before any Governmental Authority that could reasonably be expected tohave a Material Adverse Effect with

 

26

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#### respectto it (other than such action or proceeding as disclosed in public filings);

####  

#### (iii)          the Liquidation Servicer shall have notified the Company and theFunding Agents that a Standby Liquidation System is in place for such AcquiredLine of Business;

####  

#### (iv)          the Company, the Trustee and each Funding Agent shall have receiveda certificate prepared by a Responsible Officer of the Master Servicercertifying that after giving effect to the addition of such Acquired Line ofBusiness Receivables, the Aggregate Target Receivables Amount shall be equal toor less than the Aggregate Receivables Amount on the date designated by therelevant Originator or Originators pursuant to **sub-clause(v)** below;

####  

#### (v)           the relevant Originator or Originators with respect to such AcquiredLine of Business shall have delivered a notice to the Master Servicer, theCompany the Trustee and each Funding Agent, designating the date upon which theAcquired Line of Business Receivables would commence being considered aspossible Eligible Receivables;

####  

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

####  

#### (vii)         the Company and each Funding Agent shall be satisfied that there areno Liens on the Acquired Line of Business Receivables to be sold by suchOriginator, except as Permitted Liens;

####  

#### (viii)        the Collection Accounts with respect to the Acquired Line ofBusiness Receivables to be sold or contributed by such Originator shall have beenestablished in the name of the Company (or existing Collection Accounts will beused with respect to such Receivables) and the Company shall have caused theTrustee to have a first priority perfected security interest in such accountsor shall have been established in the name of the Trustee (whereby the Trusteemay grant to the Company a revocable authorization to operate such accounts),or, if the Trustee shall not have such first priority perfected securityinterest or ownership interest in such accounts, the Company shall haveestablished, or shall have caused Huntsman International to establish,appropriate reserves, as determined by the Funding Agents, to cover any failureof timely remittance in full of Collections from such accounts or shall haveestablished, or shall have caused Huntsman International to establish,appropriate reserves, as determined by the Funding Agents, to cover a failureof timely remittance in full of Collections from the Collection Accounts to therelevant Master Collection Account in accordance with the TransactionDocuments, or

 

27

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#### shallhave made such other arrangements as appropriate or necessary, as determined bythe Funding Agents, to address jurisdiction-specific issues; and

####  

#### (ix)           if theaggregate Principal Amount of Receivables added to the pool of Receivables byAdditional Originators added as Approved Originators and with respect toAcquired Lines of Business pursuant to the provisions of this **Section 2.09** in the immediately preceding twelve (12)calendar months (including the aggregate Principal Amount of all Receivables ofsuch proposed Acquired Line of Business) is greater than ten percent (10%) ofthe Aggregate Receivables Amount on such date before giving effect to theaddition of such proposed Acquired Lines of Business Receivables, suchcalculation to be made immediately prior to the proposed addition of suchAcquired Lines of Business Receivables, then (i) each Funding Agent shall haveconsented to the addition of such Acquired Lines of Business Receivables and(ii) the historical aging and liquidation schedule information of theReceivables originated with respect to such Acquired Lines of BusinessReceivables and other data relating to the Receivables is satisfactory to eachFunding Agent.

####  

## **SECTION 2.10**           Removal and Withdrawal of Originators and Approved Originators.

## ** **

### (a)           Subject to **Sections 2.10(c)**and **2.10(d)**, at the written request of theCompany or the Master Servicer, an Approved Originator may be removed orterminated as an Originator and an Approved Originator may withdraw as an Originator;**provided** that, in each case,

###  

#### (i)            such removal or withdrawal is in accordance with the applicableOrigination Agreement,

####  

#### (ii)           each Funding Agent shall have given its prior written consent tosuch removal, termination or withdrawal, such consent not to be unreasonablywithheld,

####  

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

####  

#### (iv)          the Company, the Trustee and each Funding Agent shall have receivedprior written notice from the Master Servicer of such removal, termination orwithdrawal of the Originator (accompanied by a certificate of a ResponsibleOfficer of the Master Servicer attaching a *pro forma* DailyReport and certifying that the Aggregate Target Receivables Amount will beequal to or less than the Aggregate Allocated Receivables Amount after givingeffect to such removal, termination or withdrawal);

####  

**provided** that, **sub-clause (ii)** above shall not apply if the aggregatePrincipal Amount of Receivables of an Originator that is removed, withdrawn orterminated pursuant to the provisions of this **Section 2.10**(excluding any

 

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Permitted Designated Line of Business) in theimmediately preceding twelve (12) calendar months is less than ten per cent(10%) of the Aggregate Receivables Amount as of the date immediately prior tothe proposed removal, withdrawal or termination of the relevant Approved Originator;**provided**, **further**,that **sub-clause (ii)** shall not apply to (1) anOriginator with respect to which an Originator Termination Event has occurredunder the applicable Origination Agreement and (2) an Originator identified asan Originator of Receivables with respect to any Permitted Designated Line ofBusiness.

 

### (b)           At the written request of the Master Servicer, an ApprovedOriginator may cease selling Receivables originated with respect to aDesignated Line of Business by designating such Designated Line of Business asan Excluded Designated Line of Business; **provided** that,in each case,

###  

#### (i)            such cessation is in accordance with the applicable OriginationAgreement,

####  

#### (ii)           each Funding Agent shall have given its prior written consent to suchcessation, such consent not to be unreasonably withheld,

####  

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

####  

#### (iv)          the Trustee and each Funding Agent shall have received prior writtennotice from the Master Servicer of such cessation (accompanied by a certificateof a Responsible Officer of the Master Servicer attaching a *pro forma* Daily Report and certifying that the AggregateTarget Receivables Amount will be equal to or less than the Aggregate AllocatedReceivables Amount after giving effect to such disposition and/or cessation);and

####  

#### (v)           all Obligors with respect to Receivables originated with respect tothe Excluded Designated Line of Business shall be instructed to make allpayments with respect to receivables which are not Receivables owned by theCompany to accounts other than the Collection Accounts and the Master Servicershall take all steps reasonably intended to cause such Obligors comply withsuch instructions;

####  

**provided** that, **sub-clause (ii)** above shall not apply if (x) the ExcludedDesignated Line of Business is a Permitted Designated Line of BusinessDisposition or (y) the aggregate Principal Amount of Receivables removed fromthe pool of Receivables pursuant to the provisions of this **Section 2.10**(excluding any Permitted Designated Line of Business) in the immediatelypreceding twelve (12) calendar months (including the Aggregate PrincipalBalance of such proposed Excluded Designated Line of Business) is less than tenper cent (10%) of the Aggregate Receivables Amount as of the date immediatelyprior to the proposed removal, withdrawal or termination of the relevantApproved Originator or proposed cessation of the Excluded Designated Line ofBusiness.

 

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### (c)           Upon andafter notice being given pursuant to **Section 2.10(b)(iv)**,any Receivables with respect to an Excluded Designated Line of Business shall:(i) cease to be sold, transferred or contributed to the Contributor and/or theCompany; and (ii) shall, assuming satisfaction of all other applicablerequirements with respect to an Eligible Receivable, continue to be an EligibleReceivable only if (A) such Receivables were sold, transferred or contributedto the Company prior to the date such notice was given and (B) the ExcludedDesignated Line of Business has not yet been sold or otherwise disposed.

###  

### (d)           AnOriginator that is removed, terminated or withdrawn, or that is the Originatorwith respect to an Excluded Designated Line of Business, shall have a continuingobligation with respect to Receivables previously sold or contributed by itpursuant to the relevant Origination Agreement (including making OriginatorDilution Adjustment Payments, Originator Adjustment Payments and payments inrespect of indemnification) unless the Servicer Guarantor or an Affiliate ofsuch Originator has assumed all such obligations; **provided,however**, that an Affiliate of such Originator may assume suchOriginator’s obligations only with the prior written consent of each FundingAgent.

###  

## **SECTION 2.11**           FX Hedging Policy.

## ** **

The Trustee shall at all times comply with the FXHedging Policy set forth in Schedule 6 hereto.

 

## **SECTION 2.12**           Notices, Reports, Directions by Master Servicer.

## ** **

Any information, notice or report to be delivered by,or any instructions, requests, demands, elections or directions to be given by,the Master Servicer under this Agreement is, unless otherwise indicated, beingdelivered or given by the Master Servicer on behalf of the Company inaccordance with the provisions of this Agreement, the related Supplement andthe Servicing Agreement.

 

## **SECTION 2.13**           Power of Attorney.

## ** **

### (a)           The Company authorizes the Trustee, and hereby irrevocably appointsthe Trustee, as its agent and attorney in fact coupled with an interest, withfull power of substitution and with full authority in place of the Company, totake any and all steps in the Company’s name and on behalf of the Company, thatare necessary or desirable, in the determination of the Trustee to collectamounts due under the Receivable Assets, including: (a) endorsing theCompany’s name on checks and other instruments representing Collections ofReceivable Assets and enforcing the Receivable Assets; (b) taking any ofthe actions provided for under **Section 7.03**of the Contribution Agreement (or the corresponding provisions of anyOrigination Agreement); and (c) enforcing the Receivable Assets, includingto ask, demand, collect, sue for, recover, compromise, receive and giveaquittance and receipts for moneys due and to become due under or in connectionwith therewith and to file any claims or take any action or institute anyproceedings that the Trustee (or any designee thereof) may deemed to benecessary or desirable for the collection thereof or to enforce compliance withthe other terms and conditions of, or to perform

 

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### anyobligations or enforce any rights of the Company in respect of, the ReceivableAssets. The rights under this **Section 2.13a(a)**shall not be exercisable with respect to the Company unless an OriginatorTermination Event has occurred and is continuing with respect to a relevantOriginator (and then only to Receivables originated by such Originator) or aProgram Termination Event as set forth in **Section 7.02(a)**of the Contribution Agreement or an Early Amortization Event has occurred andis continuing.

###  

### (b)           By execution and delivery of this Agreement, the Company, as ownerof the Receivables and the Collections, hereby appoints J.P. Morgan Bank(Ireland) Plc for itself as its lawful agent for the purpose, as the case maybe, of serving Notice of Subrogation on any or all Obligors pursuant to andsubject to the conditions of the French Receivables Purchase Agreement. For theavoidance of doubt, the power of attorney granted hereunder is for the benefitof J.P. Morgan Bank (Ireland) Plc and not as trustee, agent, representative or “commissionaire”of any other party.

###  

# **ARTICLEIII**

#  

# **RIGHTSOF HOLDERS AND ALLOCATIONAND APPLICATION OF COLLECTIONS**

#  

THE FOLLOWING PORTION OF THIS ARTICLE IIIIS APPLICABLE TO ALL SERIES.

 

## **SECTION 3.01**           Establishment of the Company Concentration Accounts, SeriesConcentration Accounts and General Reserve Accounts; Certain Payments andAllocations.

## ** **

### (a)           **Trustee’s Duties in Respect of the CompanyConcentration Accounts, Series Concentration Accounts and General ReserveAccounts.**

###  

#### (i)            The Trustee, for the benefit of the Company, as sole beneficialowner shall cause to be established and maintained in the name of the Trustee,with an Eligible Institution or with the corporate trust department of theTrustee or an Eligible Institution, a segregated account for each ApprovedCurrency and, at the instruction of the Master Servicer, an additionalsegregated account for each currency designated as an Approved Currency afterthe date hereof (each a “**Company ConcentrationAccount**” and, collectively, the “**CompanyConcentration Accounts**”), bearing a designation clearly indicatingthat the funds deposited therein are held for the benefit of the Company.Collections on deposit in the applicable Collection Account and MasterCollection Account established pursuant to **Section 2.09** ofthe Contribution Agreement, shall be transferred to the applicable currencyCompany Concentration Account on the Business Day following the day on whichsuch Collections are received.

####  

#### (ii)           The Trustee shall also cause to be established and maintained in thename of the Trustee, as Trustee of the Trust and for the benefit of theInvestor Certificateholders, with such Eligible Institution for each

 

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#### ApprovedCurrency, individual accounts for each Outstanding Series (each, for eachSeries a “**Series Concentration Account**” and,collectively, the “**Series ConcentrationAccounts**”). Each Series Concentration Account shall be solely andbeneficially owned by the relevant Series for the benefit of the InvestorCertificateholders of such Series and shall bear a designation clearlyindicating that the funds deposited therein are held for the benefit of therelevant Series.

####  

#### (iii)          The Trustee shall further establish or cause to be established foreach Series, so long as such Series is an Outstanding Series, subaccounts ofthe Series Concentration Accounts with respect to each Series (respectively,the “**Series Principal Concentration Subaccount**”,“**Series Non-Principal Concentration Subaccount**”and “**Series Accrued Interest Subaccount**” andcollectively, the “**Series ConcentrationSubaccounts**”. **Schedule 1**hereto identifies each Collection Account, each Master Collection Account, eachCompany Concentration Account, each Series Concentration Account andsubaccounts thereof and each Company Receipts Account by setting forth theaccount number of each such account and subaccount, the currency of the Collectionsor other amounts to be deposited into such account, the location of suchaccount, the account designation of each such account and the name of theinstitution with which each such account has been established.

####  

#### (iv)          On or before the Effective Date, the Trustee shall establish andmaintain for the benefit of the Investor Certificateholders three segregatedaccounts (one for each Approved Currency) (each a “**GeneralReserve Account**” and collectively, the “**GeneralReserve Accounts**”) bearing a designation that the funds depositedtherein are held for the benefit of the Investor Certificateholders. Thereshall be separate subaccounts of the General Reserve Accounts for eachoutstanding Series to the extent funds are required to be deposited thereinwith respect to such Series pursuant to the related Supplement. Funds shall bedeposited to and withdrawn from the applicable subaccount of the GeneralReserve Accounts as and to the extent provided in each Supplement.

####  

#### (v)           The Trustee shall establish and maintain for the benefit of theCompany, as sole beneficial owner, a segregated account (the “**Withholding Tax Reserve Account**”), bearing a designationthat the funds deposited therein are held for the benefit of the Company, whichaccount shall be under the sole dominion and control of the Trustee and inwhich the Trustee shall have a first priority perfected security interest. Ifan amount is required to be credited to the Withholding Tax Reserve Account tosatisfy a reserve requirement pursuant to **paragraph (p)** ofthe definition of “Eligible Receivables,” the Company shall remit or cause tobe remitted or withdraw such amounts as are necessary to ensure that thebalance of the Withholding Tax Reserve Account is equal to the amount necessaryto satisfy any such requirement. The Company shall maintain a reserve forpotential

 

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#### withholdingtax liabilities regarding the Originators in Spain in an amount equal to€17,469. Amounts in the Withholding Tax Reserve Account shall be invested bythe Trustee in accordance with **Section 3.01(e)**.Investment Earnings on funds held in the Withholding Tax Reserve Account shallbe deposited by the Trustee in such account. In the event of the imposition ofa withholding tax on any Collections, the Trustee shall be permitted to remitan amount equal to the resulting shortfall from amounts on deposit in theWithholding Tax Reserve Account to the relevant Master Collection Account.

####  

### (b)           **Authority of the Trustee in Respect of Accounts.**

###  

#### (i)            The Trustee shall have a first priority perfected security interestin each of the Collection Accounts (or the Collection Account shall have beenestablished in the name of the Trustee (whereby the Trustee may grant to theCompany a revocable authorization to operate such accounts), or, if the Trusteeshall not have such first priority perfected security interest or ownershipinterest in such accounts, the Company shall have established, or shall havecaused Huntsman International to establish, appropriate reserves, as determinedby the Funding Agents, to cover any failure of timely remittance in full ofCollections from such accounts to the Master Collection Account or any otherapplicable account of the Trustee), the Master Collection Accounts, the CompanyConcentration Accounts and the General Reserve Accounts. Each of the SeriesConcentration Accounts and the General Reserve Accounts shall be under the soledominion and control of the Trustee for the benefit of the Holders. If, at anytime, the Master Servicer has actual notice or knowledge that any institutionholding the Collection Accounts, the Master Collection Accounts, the CompanyConcentration Accounts or the General Reserve Accounts has ceased to be anEligible Institution, the Master Servicer shall, on behalf of the Company, establishwithin thirty (30) days a substitute account therefor with an EligibleInstitution, transfer any cash and any Eligible Investments to such new accountand from the date any such substitute accounts are established, such newlyestablished accounts shall be the Collection Accounts, the Master CollectionAccounts. the Company Concentration Accounts and the General Reserve Accounts,as applicable. Neither the Company, the Master Servicer nor any person orentity claiming by, through or under the Company or the Master Servicer, shallhave any right, title or interest in, except to the extent expressly providedunder the Transaction Documents, or any right to withdraw any amount from, theSeries Concentration Accounts or the General Reserve Accounts. So long as thesecurity interest created hereunder subsists neither the Company nor the MasterServicer nor any person or entity claiming by, through or under the Company orthe Master Servicer shall have any right to withdraw any amount from theCompany Concentration Accounts except to the extent expressly provided in theTransaction Documents. Pursuant to the authority granted to the Master Servicerin **Section 2.02(b)** of the ServicingAgreement, the Master Servicer shall have the power to instruct the

 

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#### Trustee,in writing, to make withdrawals from and payments to the Company ConcentrationAccounts and the General Reserve Accounts for the purposes of carrying out theMaster Servicer’s or Trustee’s duties hereunder.

####  

#### (ii)           The Master Servicer agrees to give written direction (which may beincluded within any Daily Report) to apply all Aggregate Daily Collections withrespect to the Receivables and to make all other applications and allocationsdescribed in **Article III** and in the Supplementwith respect to each Outstanding Series.

####  

#### (iii)          Each Series of Investor Certificates shall represent FractionalUndivided Interests in the right to receive amounts calculated by reference toCollections and other amounts at the times and in the amounts specified in this**Article III** (as supplemented by theSupplement related to such Series) to be deposited in the Collection Accountsor Master Collection Accounts and transferred to the Company ConcentrationAccounts and any other accounts secured for the benefit of the InvestorCertificateholders or paid to the Investor Certificateholders (with respect toeach outstanding Series, the “**InvestorCertificateholders’ Interest**”). The Exchangeable Company Interestshall represent the Company’s exclusive beneficial ownership interest in theParticipation Assets subject to any security interest granted by it under thisAgreement and the Subordinated Company Interests, if any, shall represent therights comprising such Subordinated Company Interests pursuant to the relatedSupplement; **provided**, **however**,that no such Exchangeable Company Interest or Subordinated Company Interestsshall represent any interest in any Trust Account and any other accountsmaintained for the benefit of the Investor Certificateholders, except asspecifically provided in this **Article III**.

####  

### (c)           **Establishment of the Company Receipt Accounts**. The Company, for its own benefit and as sole beneficial ownershall cause to be established and maintained in its name, a segregated accountfor each Approved Currency (each a “**Company Receipts Account**”and, collectively the “**Company Receipts Accounts**”),bearing a designation clearly indicating that the funds deposited therein areheld for the benefit of the Company.

###  

### (d)           **Additional Accounts**.The Company may establish and maintain in the name of the Trustee, as trusteeof the Trust, segregated accounts in addition to or in place of the segregatedaccounts set forth in **Schedule 1**, **provided** that such accounts are established and maintainedat an Eligible Institution and, **provided**, **further**, that prior to establishing such accounts, theCompany shall have (i) obtained the prior written consent of any Funding Agentand (ii) the Trustee and the Funding Agents shall have received an Opinion ofCounsel from a nationally recognized law firm (which, as to factual matters,may be based on a certificate of the Company) to the effect that such changesin the accounts do not materially and adversely affect the InvestorCertificateholders.

 

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### (e)           **Administration of the Series ConcentrationAccounts and the General Reserve Accounts by the Trustee**. At the written direction of the Master Servicer, funds on depositin the Series Concentration Accounts and the General Reserve Accounts availablefor investment, shall be invested by the Trustee in Eligible Investmentsselected by the Master Servicer. All such Eligible Investments shall be held bythe Trustee as trustee for the benefit of the Investor Certificateholders.Amounts on deposit in each Series Non-Principal Concentration Subaccount andthe General Reserve Accounts shall, if applicable, be invested in EligibleInvestments that will mature on or before the Business Day immediatelypreceding the next Distribution Date. All interest and investment earnings (netof losses and investment expenses) on funds deposited in any SeriesNon-Principal Concentration Subaccount shall be deposited in such subaccount.Amounts on deposit in any Series Principal Concentration Subaccount and anyother accounts or subaccounts as specified in the related Supplement shall beinvested in Eligible Investments that mature no later than the Business Dayprior to the date which is specified in any Supplement. The Trustee, or itsnominee or custodian, shall maintain possession of the negotiable instrumentsor securities, if any, evidencing any Eligible Investments from the time ofpurchase thereof until the time of sale or maturity. Any earnings (net oflosses and investment expenses) (the “**Investment Earnings**”)on such invested funds in a Series Principal Concentration Subaccount and anyother accounts or subaccounts as specified in the related Supplement will bedeposited by the Trustee in the related Series Non-Principal ConcentrationSubaccount. Investment Earnings on funds held in any subaccount of the GeneralReserve Accounts shall be deposited by the Trustee in such subaccount.

###  

### (f)            **Daily Collections**.

###  

#### (i)            On the Business Day Received, promptly following the receipt ofCollections in the form of available funds in any Collection Account, theCompany shall have authorized a transfer of all Collections on deposit in (A)any Collection Account with respect to the U.S. Originators directly to theapplicable Company Concentration Account, such transfer to be completed by12:30 p.m. London time on the next succeeding Business Day following the day onwhich such Collections are received in the Collection Account, each suchindividual transfer amount to be reported by the Master Servicer to the Trusteeby 10:00 a.m. London time; and (B) any Collection Account with respect to theEuropean Originators directly to the applicable Master Collection Account.

####  

#### (ii)           Promptly following the transfer of Collections to the applicableMaster Collection Account, the Master Servicer shall transfer, or cause to betransferred, such transfer to be completed by 12:30 p.m. London time on thenext succeeding Business Day following the day on which such Collections arereceived in the Master Collection Accounts, an amount equal to the amount ofCollections to the applicable Company Concentration Account.

 

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#### (iii)          Promptly following the transfer of Collections to the applicableCompany Concentration Account, but in no event later than the next succeedingBusiness Day of the Collections being received in such Company ConcentrationAccounts, the Master Servicer shall calculate (such calculations to becontained in the Daily Report) and direct the Trustee to make the transfers,allocations and distributions set forth in **Sections 3.01(f)**,**3.01(g)**, **3.01(h)**,**3.01(i), 3.01(j)** and **3.01(k)**, as applicable, based on such Aggregate DailyCollections as demonstrated in the Daily Report.

####  

#### (iv)          If the Aggregate Daily Collections are deposited into a CompanyConcentration Account pursuant to **Section 3.01(b)(ii)**at or before 12:30 p.m. London time, and the Daily Report specified in **Section 3.01(b)(ii)** is received by the Trustee at or before12:30 p.m. London time, the Trustee shall transfer, within a reasonable time,on such Business Day, from the Company Concentration Accounts to the respectiveSeries Concentration Accounts, an amount equal to the product of (x) theapplicable Invested Percentage for such Outstanding Series and (y) suchAggregate Daily Collections (in accordance with the Daily Report which shouldbe reconciled with balances in the Company Concentration Accounts).

####  

#### (v)           If (A) the applicable amount referred to in **Section3.01(f)(iv)** is deposited into a Series Concentration Account at orbefore 12:30 p.m. London time, and the Daily Report is received by the Trusteeat or before 12:30 p.m. London time, as set forth in **Section3.01(f)(iv)**, or (B) the Servicer has deposited Servicer Advancesinto a Series Concentration Account, the Trustee shall transfer, within areasonable time but in any event no later than 2:30 p.m. London time funds, onsuch Business Day, from the Series Concentration Account for each OutstandingSeries to the Series Non-Principal Concentration Subaccount, the SeriesPrincipal Concentration Subaccount and the Series Accrued Interest Subaccountof each such Series in accordance with the Daily Report and the relatedSupplement for such Series.

####  

#### (vi)          Except as otherwise provided in a Supplement, if the applicableamount referred to in **Section 3.01(f)(iv)**is deposited into the Company Concentration Accounts at or before 12:30 p.m.London time, and the Daily Report is received by the Trustee at or before 12:30p.m. London time, as set forth in **Section 3.01(f)(iv)**,the Trustee shall, in accordance with the Daily Report, transfer, within areasonable time, but in any event no later than 2:30 p.m. London time, on suchBusiness Day, to the relevant Company Receipts Account the remaining funds, ifany, on deposit in the Company Concentration Accounts on such day after givingeffect to the distributions to be made pursuant to the Supplement for anyOutstanding Series.

####  

#### (vii)         If the Collections received in respect of a Receivable that is notset forth in a Daily Report can be identified by the Master Servicer withinfive (5) Local Business Days of receipt, the Master Servicer shall send writtennotice to the Trustee identifying such Receivable and setting

 

36

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#### forththe amount of Collections attributable to such Receivable. If the Trustee shallhave received such written notice within five (5) Local Business Days of theLocal Business Day on which such Collections have been deposited into aCollection Account, such Collections shall be transferred to the relevantCompany Receipts Account by the Trustee.

####  

### (g)           **Certain Allocations Following an AmortizationPeriod**.

###  

#### (i)            If, on any Settlement Report Date, an Amortization Period hasoccurred and is continuing with respect to any Outstanding Series and at suchSettlement Report Date, a Revolving Period is still in effect with respect toany other Outstanding Series (a “**Special AllocationSettlement Report Date**”), then the Master Servicer shall calculatethe following amounts:

####  

##### (A)          the amount (the “**Allocable Charged-OffAmount**”) equal to the excess, if any, of (I) the aggregate PrincipalAmount of Charged-Off Receivables for the related Settlement Period over (II)the aggregate Principal Amount of Recoveries received during the relatedSettlement Period; and

#####  

##### (B)           the amount (the “**Allocable RecoveriesAmount**”) equal to the excess, if any, of (I) the aggregate PrincipalAmount of Recoveries received during the related Settlement Period over (II)the aggregate Principal Amount of Charged-Off Receivables for the relatedSettlement Period.

#####  

#### (ii)           If, on any Special Allocation Settlement Report Date, either of theAllocable Charged-Off Amount or the Allocable Recoveries Amount is greater thanzero for the related Settlement Period, the Trustee shall (in accordance withwritten directions received pursuant to **Section 3.01(b)(ii)**)make (A) a *pro**rata* allocation to each Outstanding Series (based on theInvested Percentage for such Series) of a portion (as determined in **clause (iii)** below) of each such positive amount and (B) a *pro**rata* allocationto the Exchangeable Company Interest of the remaining portion of each suchpositive amount.

####  

#### (iii)          With respect to each portion of the Allocable Charged-Off Amount andthe Allocable Recoveries Amount which is allocated to an Outstanding Seriespursuant to **Section 3.01(g)(ii)**, the Trusteeshall (in accordance with the written direction of the Master Servicer) applyeach such amount to such Series in accordance with the related Supplement forsuch Series.

####  

### (h)           **Allocations for the Exchangeable Company Interest**. On each Business Day and, after the occurrence and continuation ofa Potential Early Amortization Event or an Early Amortization Event in eachcase set forth in **Section 7.1** ofthe Agreement, and until the Trust Termination Date, on each Distribution Date,after making all transfers and allocations required pursuant to **Section 3.01(f)**, the Trustee shall (in accordance with thewritten direction of the

 

37

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### MasterServicer (which may be given in the form of the Daily Report) upon which theTrustee may conclusively rely) transfer no later than 2:30 p.m. London time, onsuch Business Day, the amounts on deposit in the Company Receipts Accounts tothe holder of the Exchangeable Company Interest or to such accounts or suchPersons as the holder of the Exchangeable Company Interest may direct inwriting (which direction may consist of standing instructions provided by theholder of the Exchangeable Company Interest that shall remain in effect untilchanged by such holder of the Exchangeable Company Interest in writing); **provided**, **however**, that atransfer for purposes of this **Section 3.0(h)**shall be deemed to have occurred at such time as the Trustee instructs the bankat which the Company Concentration Accounts are held to debit the CompanyConcentration Accounts in the amount of the outgoing amount; **provided**, **further**, that afailure of the Trustee to transfer funds by 2:30 p.m. London time, shall not bea breach of this **Section 3.01(h)** if (i) the samebank wire transfer program is not used by the Company and the Trustee to makesuch transfers or (ii) a Trustee/Master Servicer Force Majeure Delay occurs,and in either such event the Trustee shall use its best efforts to transferfunds within a reasonable time.

###  

### (i)            **Setoff**. In addition tothe provisions of **Section 8.05**,(i) if the Company shall fail to make a payment as provided in this Agreementor any Supplement, the Trustee may set off and apply any amounts otherwisepayable to the Company under any Transaction Document. The Company herebywaives demand, notice or declaration of such setoff and application; and (ii)in the event the Master Servicer shall fail to make a payment as provided inany Transaction Document, the Trustee may set off and apply any amountsotherwise payable to the Master Servicer in its capacity as Master Servicerunder the Transaction Documents on account of such obligation. The MasterServicer hereby waives demand, notice or declaration of such setoff andapplication.

###  

### (j)            **Allocation and Application of Funds**. The Master Servicer shall direct the Trustee in writing (which maybe given in the form of the Daily Reports and the Monthly Settlement Reports)to apply all amounts computed by reference to Aggregate Daily Collections withrespect to the Receivables as described in this **Article III**and in the Supplement with respect to each Outstanding Series. The MasterServicer shall direct the Trustee in writing to pay such collections and otheramounts to the holder of the Exchangeable Company Interest to the extent suchamounts are allocated to the Exchangeable Company Interest under **Section 3.01(h)** and as otherwise provided in **Article III** if and to the extent that such amounts representamounts transferred to a Company Receipts Account pursuant to **Section 3.01(f)(vi)** or (as the case may be) **Section 3.01(f)(vii)** such amounts shall be paid to theholder of the Exchangeable Company Interests by way of consideration for thegrant of the Participation pursuant to **Section 2.01(a)**.Unless otherwise provided in one or more Supplements, if the Trustee receivesany Daily Report at or before 12:30 p.m. London time, on any Business Day, theTrustee shall make any applications of funds required thereby on the sameBusiness Day, but in any event no later than 2:30 p.m. London time andotherwise on the next succeeding Business Day.

 

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### (k)           **FX Forward Payments**.

###  

#### (i)            All payments made under the FX Forward Agreements shall be paiddirectly into the applicable Company Concentration Account.

####  

#### (ii)           If the payments under the FX Forward Agreements are deposited into aCompany Concentration Account pursuant to the preceding **Section3.01(k)(i)** no later than 12:30 p.m. London time, and the DailyReport specified in **Section 3.01(b)(ii)**is received by the Trustee no later than 12:30 p.m. London time, the Trusteeshall transfer, within a reasonable time, on such Business Day, from theCompany Concentration Accounts, to the respective Series ConcentrationAccounts, an amount equal to the product of (x) the payments that have beenmade under the FX Forward Agreements (in accordance with the Daily Report whichshould be reconciled with balances in the Company Concentration Accounts) and(y) a percentage with respect to each Series determined as (A) the InvestedAmount with respect to such Series at such time divided by (B) the Invested Amountwith respect to all Series at such time.

####  

#### (iii)          If the applicable amount referred to in **Section3.01(k)(ii)** is deposited into a Series Concentration Account nolater than 12:30 p.m. London time, and the Daily Report is received by theTrustee no later than 12:30 p.m. London time, as set forth in the preceding **Section 3.01(k)(ii)**, the Trustee shall transfer, within areasonable time but in any event no later than 2:30 p.m. London time funds, onsuch Business Day, from the Series Concentration Account for each OutstandingSeries to the Series Non-Principal Concentration Subaccount, the SeriesPrincipal Concentration Subaccount and the Series Accrued Interest Subaccountof each such Series in accordance with the Daily Report and the relatedSupplement for such Series.

####  

THE REMAINDER OF ARTICLE III SHALL BESPECIFIED IN THE SUPPLEMENT WITH RESPECT TO EACH SERIES. SUCH REMAINDER SHALLBE APPLICABLE ONLY TO THE SERIES RELATING TO THE SUPPLEMENT IN WHICH SUCHREMAINDER APPEARS.

 

# **ARTICLEIV**

#  

# **ARTICLEIV IS RESERVEDAND MAY BE SPECIFIED IN ANY SUPPLEMENTWITH RESPECT TO THE SERIES RELATING THERETO**

#  

# **ARTICLEV**

#  

# **THEINVESTOR CERTIFICATES ANDEXCHANGEABLE COMPANY INTEREST**

 

39

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## **SECTION 5.01**           The Investor Certificates.

## ** **

The Investor Certificates of each Seriesand any Class thereof shall be substantially in the form of the exhibits withrespect thereto attached to the applicable Supplement. The InvestorCertificates shall, upon issue, be executed by the Trustee (on behalf of theTrust and without the Trustee incurring any personal liability in respect ofthe Investor Certificates) and the Trustee shall authenticate and redeliver theInvestor Certificates as provided in **Section 5.02**.Except as otherwise set forth as to any Series or Class in the relatedSupplement, the Investor Certificates shall be issued by the Trust in minimumdenominations of $1,000,000 and in integral multiples of $100,000 in excessthereof. Each Investor Certificate shall be executed by manual or facsimile signatureby the Trustee or a Responsible Officer of the Trustee on behalf of theTrustee. Investor Certificates bearing the manual or facsimile signature of theindividual who was, at the time when such signature was affixed, authorized tosign on behalf of the Trustee shall not be rendered invalid, notwithstandingthat such individual has ceased to be so authorized prior to or on the date ofthe authentication and delivery of such Investor Certificates or does not holdsuch office at the date of such Investor Certificates. No Investor Certificateshall be entitled to any benefit under this Agreement, or be valid for anypurpose, unless there appears on such Investor Certificate a certificate ofauthentication substantially in the form provided for herein executed by or onbehalf of the Trustee by the manual signature of a duly authorized signatory,and such certificate of authentication upon any Investor Certificate shall beconclusive evidence, and the only evidence, that such Investor Certificate hasbeen duly authenticated and delivered hereunder. All Investor Certificatesshall be dated the date of their authentication but failure to do so shall notrender them invalid. Unless otherwise specified in the Supplement for eachSeries, Investor Certificates for each Series and any Class thereof shall be infully registered form.

 

In addition to the foregoing, theSupplement for each Series may specify the relevant terms with respect to suchSeries, which terms may include, as applicable: (i) its name or designation,(ii) the aggregate principal amount of Investor Certificates of such Series,(iii) the Certificate Rate (or the method for calculating such CertificateRate) with respect to such Series, (iv) the interest payment date or dates andthe date or dates from which interest shall accrue, (v) the method of applyingCollections with respect to such Series towards the satisfaction of amountspayable by the Company in respect of Investor Certificates of such Series andthe method by which the principal amount of Investor Certificates of suchSeries shall amortize or accrete, (vi) the names of any accounts to be used bysuch Series and the terms governing the operation of any such account, (vii)whether the Investor Certificates of such Series may be issued in bearer formor registered form and any limitations imposed on transfer, sale or exchangethereon, including the limitations provided in Section l65(j) and 1287(a) ofthe Code, (viii) the Series Termination Date, (ix) whether the InvestorCertificates will be issued in multiple classes and, if so, the method ofapplying Collections among such classes as described under **clause (v)**of this paragraph and (x) any other relevant terms of such Series of InvestorCertificates that do not (subject to **Sections 8.14**and **10.01(b)** hereof) change the terms ofany Outstanding Series of Investor Certificates or otherwise materiallyconflict with the provisions of this Agreement.

 

## **SECTION 5.02**           Authentication of Certificates.

## ** **

### (a)           **Authentication and Delivery of Certificates**. The Trustee shall authenticate and deliver the initial Series ofInvestor Certificates that are issued upon the written order of the MasterServicer in a form reasonably satisfactory to the Trustee, to the holders ofthe initial Series of Investor Certificates, against payment for the firstSeries issued by the Trustee of the Initial Invested

 

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### Amountto the Company. The Investor Certificates shall be duly authenticated by or onbehalf of the Trustee in authorized denominations equal to (in the aggregate)such Initial Invested Amount. Upon a Company Exchange as provided in **Section 5.11** and the satisfaction of the conditionsspecified therein, the Trustee shall authenticate and deliver the InvestorCertificates of additional Series (with the designation provided in theapplicable Supplement) (or, if provided in any Supplement, the additionalInvestor Certificates of an existing Series), upon the written order of theCompany, to the Persons designated in such Supplement. Upon the written orderof the Master Servicer, the Investor Certificates of any Series shall be dulyauthenticated by or on behalf of the Trustee, in authorized denominations equalto (in the aggregate) the Initial Invested Amount of such Series of InvestorCertificates.

###  

### (b)           **Company Certificates**.Upon written request of the Master Servicer, the Trustee shall authenticate anddeliver to the Company one or more certificates representing the ExchangeableCompany Interest in a form reasonably satisfactory to the Trustee. Suchcertificates shall be duly authenticated by or on behalf of the Trustee indenominations as requested by the Company. The Company shall pay all costsassociated with such issuance of certificates.

###  

## **SECTION 5.03**           Registration of Transfer and Exchange of Investor Certificates.

## ** **

### (a)           With respect to Investor Certificates of a Series which are issuedin registered form, the Trustee shall cause to be kept at the office or agencyto be maintained by a transfer agent and registrar (which may be the Trustee)(the “**Transfer Agent and Registrar**”) inaccordance with the provisions of **Section 8.16** aregister (the “**Certificate Register**”) in which,subject to such reasonable regulations as the Trustee may prescribe, theTransfer Agent and Registrar shall provide for the registration of the InvestorCertificates and of transfers and exchanges of the Investor Certificates asherein provided. The Company hereby appoints J.P. Morgan Bank (Ireland) plc asTransfer Agent and Registrar for the purpose of registering the InvestorCertificates and transfers and exchanges of the Investor Certificates as hereinprovided. J.P. Morgan Bank (Ireland) plc shall be permitted to resign asTransfer Agent and Registrar upon 30 days’ prior written notice to the Company,the Trustee and the Master Servicer; **provided**, **however**, that such resignation shall not be effective and J.P.Morgan Bank (Ireland) plc shall continue to perform its duties as TransferAgent and Registrar until the Trustee has appointed a successor Transfer Agentand Registrar reasonably acceptable to the Company and such successor TransferAgent and Registrar has accepted such appointment. The provisions of **Sections 8.01**, **8.02**, **8.03**, **8.05**, and **10.19** shall apply to J.P. Morgan Bank (Ireland) plc (or theTrustee to the extent it is so acting) also in its role as Transfer Agent orRegistrar, as the case may be, for so long as J.P. Morgan Bank (Ireland) plc(or the Trustee to the extent it is so acting) shall act as Transfer Agent orRegistrar, as the case may be.

###  

Each of the Master Servicer and the Companyhereby jointly and severally agrees to provide the Trustee from time to timesufficient funds, on a timely basis and in accordance with and subject to **Section 8.05**, for the payment of any reasonable compensationpayable to the Transfer Agent and Registrar for its services under this **Section 5.03** and under **Section 5.10**.The Trustee

 

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hereby agrees that, upon the receipt ofsuch funds from the Company, it shall pay the Transfer Agent and Registrar suchamounts.

 

Upon surrender for registration of transferof any Investor Certificate at any office or agency of the Transfer Agent andRegistrar maintained for such purpose, the Trustee shall execute (on behalf ofthe Trust), and the Trustee shall, upon the written order of the Company,authenticate and deliver, in the name of the designated transferee ortransferees, one or more new Investor Certificates in authorized denominationsof the same Series (and Class) representing like aggregate Fractional UndividedInterests and which bear numbers that are not contemporaneously outstanding.

 

At the option of an InvestorCertificateholder, Investor Certificates may be exchanged for other InvestorCertificates of the same Series (and Class) in authorized denominations of likeaggregate Fractional Undivided Interests, bearing numbers that are notcontemporaneously outstanding, upon surrender of the Investor Certificates tobe exchanged at any such office or agency of the Transfer Agent and Registrarmaintained for such purpose.

 

Whenever any Investor Certificates of anySeries are so surrendered for exchange, the Trustee shall execute (on behalf ofthe Trust), and the Trustee shall, upon the written order of the Company, authenticateand (unless the Transfer Agent and Registrar is different from the Trustee, inwhich case the Transfer Agent and Registrar shall) deliver, the InvestorCertificates of such Series which the Investor Certificateholder making theexchange is entitled to receive. Every Investor Certificate presented orsurrendered for registration of transfer or exchange shall be accompanied by awritten instrument of transfer, with sufficient instructions, duly executed bythe Investor Certificateholder thereof or his attorney-in-fact duly authorizedin writing delivered to the Trustee (unless the Transfer Agent and Registrar isdifferent from the Trustee, in which case to the Transfer Agent and Registrar)and complying with any requirements set forth in the applicable Supplement.

 

No service charge shall be made for anyregistration of transfer or exchange of Investor Certificates, but the TransferAgent and Registrar may require any Investor Certificateholder that istransferring or exchanging one or more Investor Certificates to pay a sumsufficient to cover any tax or governmental charge that may be imposed inconnection with any transfer or exchange of Investor Certificates.

 

All Investor Certificates surrendered forregistration of transfer and exchange shall be cancelled and disposed of in acustomary manner satisfactory to the Trustee.

 

The Trustee (on behalf of the Trust and withoutincurring personal liability with respect to the Investor Certificates) shall executeand deliver Investor Certificates to the Transfer Agent and Registrar in suchamounts and at such times as are necessary to enable the Transfer Agent andRegistrar to fulfill their respective responsibilities under this Agreement andthe Investor Certificates.

 

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### (b)           The Transfer Agent and Registrar will maintain at its expense inIreland and, subject to **Section 5.03(a)**,if specified in the related Supplement for any Series, any other city outsidethe United Kingdom designated in such Supplement, an office or offices oragency or agencies where Investor Certificates may be surrendered forregistration or transfer or exchange.

###  

### (c)           Unless otherwise stated in any related Supplement, registration oftransfer of Investor Certificates containing a legend relating to restrictionson transfer of such Investor Certificates (which legend shall be set forth inthe Supplement relating to such Investor Certificates) shall be effected onlyif the conditions set forth in the related Supplement are complied with.

###  

Investor Certificates issued uponregistration or transfer of, or in exchange for, Investor Certificates bearingthe legend referred to above shall also bear such legend unless the Company,the Master Servicer, the Trustee and the Transfer Agent and Registrar receivean Opinion of Counsel satisfactory to each of them, to the effect that suchlegend may be removed.

 

## **SECTION 5.04**           Additional Issuance of Certificates.

## ** **

### (a)           The Company may cause the Trustee to issue one or more additionalSeries. To the extent provided in the related Supplement, the Company may causethe Trustee to increase the Invested Amount of a Class of Investor Certificatesof an Outstanding Series and an increase in any related Subordinated CompanyInterests.

###  

### (b)           A new issuance or an additional issuance, as the case may be, mayonly occur upon delivery to the Trustee of, among other things, the following:(i) an additional Supplement specifying the principal terms of such Series(except in the case of an additional issuance to the extent provided in therelated Supplement) and (ii) the applicable credit enhancement, if any.

###  

## **SECTION 5.05**           Mutilated, Destroyed, Lost or Stolen Investor Certificates.

## ** **

With respect to Investor Certificates of aSeries which are issued in registered form, if (a) any mutilated InvestorCertificate is surrendered to the Transfer Agent and Registrar, or the TransferAgent and Registrar receives evidence to its satisfaction of the destruction,loss or theft of any Investor Certificate and (b) there is delivered to the TransferAgent and Registrar and the Trustee such security or indemnity as may berequired by them to save the Trust, each of them and the Company harmless,then, in the absence of actual notice to the Trustee or Transfer Agent andRegistrar that such Investor Certificate has been acquired by a bona fidepurchaser, and, upon the written request of the Company, the Trustee shallauthenticate and deliver on behalf of the Trust, in exchange for or in lieu ofany such mutilated, destroyed, lost or stolen Investor Certificate, a newInvestor Certificate of like tenor and aggregate Fractional Undivided Interestand bearing a number that is not contemporaneously outstanding. In connectionwith the issuance of any new Investor Certificate under this **Section 5.05**, the Trustee or the Transfer Agent andRegistrar may require the payment by the Investor Certificateholder of a sumsufficient to cover any tax or other governmental expenses (including the feesand expenses of the Trustee and Transfer Agent and Registrar) connectedtherewith. Any duplicate Investor Certificate issued pursuant to this **Section 5.05** shall constitute complete and indefeasibleevidence of ownership in the Trust, as if originally

 

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issued, whether or not the lost, stolen ordestroyed Investor Certificate shall be found at any time.

 

## **SECTION 5.06**           Persons Deemed Owners.

## ** **

At all times prior to due presentation ofan Investor Certificate for registration of transfer, if applicable, theCompany, the Trustee, the Paying Agent, the Transfer Agent and Registrar, anyFunding Agent and any agent of any of them may treat the Person in whose nameany Investor Certificate is registered as the owner of such InvestorCertificate for the purpose of receiving distributions pursuant to **Article IV** of the related Supplement and for all otherpurposes whatsoever, and neither the Trustee, the Paying Agent, the TransferAgent and Registrar nor any agent of any of them shall be affected by anynotice to the contrary. Notwithstanding the foregoing provisions of this **Section 5.06**, in determining whether the InvestorCertificateholders of the requisite Fractional Undivided Interests have givenany request, demand, authorization, direction, notice, consent or waiverhereunder, Investor Certificates owned by the Company, or any Affiliatethereof, shall be disregarded and deemed not to be outstanding, except that, indetermining whether the Trustee shall be protected in relying upon any suchrequest, demand, authorization, direction, notice, consent or waiver, onlyInvestor Certificates which a Responsible Officer of the Trustee actually knowsto be so owned shall be so disregarded. Investor Certificates so owned by theCompany or any Affiliate thereof which have been pledged in good faith shallnot be disregarded and may be regarded as outstanding if the pledgeeestablishes to the satisfaction of the Trustee the pledgee’s right so to actwith respect to such Investor Certificates and that the pledgee is not theCompany or any Affiliate thereof.

 

## **SECTION 5.07**           Appointment of Paying Agent; Distributions by Paying Agent.

## ** **

The Paying Agent shall make distributionsto Investor Certificateholders from the Series Concentration Accounts (and/orany other account or accounts maintained for the benefit of InvestorCertificateholders as specified in the related Supplement for any Series)pursuant to **Articles III** and **IV**. The Trustee may revoke such power and remove the PayingAgent if the Trustee determines in its sole discretion that the Paying Agent shallhave failed to perform its obligations under this Agreement in any materialrespect. Unless otherwise specified in the related Supplement for any Seriesand with respect to such Series, the Paying Agent shall initially be J.P.Morgan Bank (Ireland) plc and any co-paying agent chosen by J.P. Morgan Bank(Ireland) plc. Each Paying Agent other than the Initial Paying Agent shall havea combined capital and surplus of at least $100,000,000. The Paying Agent shallbe permitted to resign upon thirty (30) days’ prior written notice to theTrustee. In the event that the Paying Agent shall so resign, the Trustee shallappoint a successor to act as Paying Agent (which shall be a depositaryinstitution or trust company) reasonably acceptable to the Company which appointmentshall be effective on the date on which the Person so appointed gives theTrustee written notice that it accepts the appointment. Any resignation orremoval of the Paying Agent and appointment of successor Paying Agent pursuantto this **Section 5.07** shall not become effectiveuntil acceptance of appointment by the successor Paying Agent, as provided inthis **Section 5.07**. The Trustee shall causesuch successor Paying Agent or any additional Paying Agent appointed by theTrustee to execute and deliver to the Trustee an instrument in which suchsuccessor Paying Agent or additional Paying Agent shall agree with the Trusteethat as Paying Agent, such successor Paying Agent or additional Paying Agentwill hold all sums, if any, held by it for payment to the Holders in trust forthe benefit of the Holders entitled thereto until such sums shall be paid tosuch Holders. The Paying Agent shall return all unclaimed funds to the Trusteeand upon removal of a Paying Agent such

 

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Paying Agent shall also return all funds inits possession to the Trustee. The provisions of **Sections8.01**, **8.02**, **8.03**,**8.05** and **10.19**shall apply to J.P. Morgan Bank (Ireland) plc (or the Trustee to the extent itis so acting) also in its role as Paying Agent, for so long as J.P. Morgan Bank(Ireland) plc (or the Trustee to the extent it is so acting) shall act asPaying Agent. Any reference in this Agreement to the Paying Agent shall includeany co-paying agent unless the context requires otherwise.

 

The Company hereby agrees to provide theTrustee from time to time sufficient funds, on a timely basis and in accordancewith and subject to **Section 8.05**,for the payment of any reasonable compensation payable to the Paying Agent forits services under this **Section 5.07**.The Trustee hereby agrees that, upon the receipt of such funds from the Company,it shall pay the Paying Agent such amounts.

 

## **SECTION 5.08**         Access to List of InvestorCertificateholders’ Names and Addresses.

## ** **

With respect to Investor Certificates of aSeries which are issued in registered form, the Trustee will furnish or causeto be furnished by the Transfer Agent and Registrar to the Company, the MasterServicer or the Paying Agent, within ten (10) Business Days after receipt bythe Trustee of a request therefor from the Company, the Master Servicer or thePaying Agent, respectively, in writing, a list of the names and addresses ofthe Investor Certificateholders as then recorded by or on behalf of theTrustee. The costs and expenses incurred in connection with the provision ofsuch list shall constitute Program Costs under the Supplement for theapplicable Series. If three or more Investor Certificateholders of record orany Investor Certificateholder of any Series or a group of InvestorCertificateholders of record representing Fractional Undivided Interestsaggregating not less than 10% of the Invested Amount of the related OutstandingSeries (the “**Applicants**”) apply in writing tothe Trustee, and such application states that the Applicants desire tocommunicate with other Investor Certificateholders of any Series with respectto their rights under this Agreement or under the Investor Certificates and isaccompanied by a copy of the communication which such Applicants propose totransmit, then the Trustee, after having been adequately indemnified by suchApplicants for its costs and expenses, shall transmit or shall cause theTransfer Agent and Registrar to transmit, such communication to the InvestorCertificateholders reasonably promptly after the receipt of such application.

 

Every Investor Certificateholder, byreceiving and holding an Investor Certificate, agrees with the Trustee thatneither the Trustee, the Transfer Agent and Registrar, nor any of theirrespective agents, officers, directors or employees shall be held accountableby reason of the disclosure or mailing of any such information as to the namesand addresses of the Investor Certificateholders hereunder, regardless of thesources from which such information was derived.

 

As soon as practicable following eachRecord Date, the Trustee shall provide to the Paying Agent or its designee, alist of Investor Certificateholders in such form as the Paying Agent mayreasonably request.

 

## **SECTION 5.09**           Authenticating Agent

## ** **

### (a)           The Trustee may appoint one or more authenticating agents withrespect to the Investor Certificates which shall be authorized to act on behalfof the Trustee in authenticating the Investor Certificates in connection withthe issuance,

 

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### delivery,registration of transfer (if applicable), exchange or repayment of the InvestorCertificates; provided, that each such authenticating agent shall satisfy theconditions set forth in **Section 8.02(a)**.Whenever reference is made in this Agreement to the authentication of InvestorCertificates by the Trustee or the Trustee’s certificate of authentication,such reference shall be deemed to include authentication on behalf of theTrustee by an authenticating agent and a certificate of authentication executedon behalf of the Trustee by an authenticating agent.

###  

### (b)           Any institution succeeding to the corporate trust business of anauthenticating agent shall continue to be an authenticating agent without theexecution or filing of any paper or any further act on the part of the Trusteeor such authenticating agent; provided such institution satisfies theconditions set forth in **Section 8.02(a)**.

###  

### (c)           An authenticating agent may at any time resign by giving writtennotice of resignation to the Trustee. Upon the receipt by the Trustee of anysuch notice of resignation and upon the giving of any such notice oftermination by the Trustee, the Trustee shall immediately give notice of suchresignation or termination to the Company.

###  

### (d)           Any resignation of an authenticating agent shall not becomeeffective until acceptance of appointment by the successor authenticating agentas provided in this **Section 5.09**.The Trustee may at any time terminate the agency of an authenticating agent bygiving notice of termination to such authenticating agent. Upon receiving sucha notice of resignation or upon such a termination, or in case at any time anauthenticating agent shall cease to be acceptable to the Trustee or fail tosatisfy the conditions set forth in **Section 8.06**,the Trustee promptly may appoint a successor authenticating agent.

###  

### (e)           Any successor authenticating agent upon acceptance of itsappointment hereunder shall become vested with all the rights, powers andduties of its predecessor hereunder, with like effect as if originally named asan authenticating agent. No successor authenticating agent (other than anAffiliate of the Trustee) shall be appointed unless such authenticating agent(i) is reasonably acceptable to the Trustee and the Company and (ii) satisfiesthe conditions set forth in **Section 8.02(a)**.

###  

### (f)            The Company hereby agrees to provide the Trustee from time to timesufficient funds, on a timely basis and in accordance with and subject to **Section 8.05**, for the payment of any reasonable compensationpayable to each authenticating agent for its services under this **Section 5.09**. The Trustee hereby agrees that, upon thereceipt of such funds from the Company, it shall pay each authenticating agentsuch amounts.

###  

### (g)           The provisions of **Sections 8.01**, **8.02**, **8.03**, **8.05** and **10.18** shall beapplicable to any authenticating agent.

###  

### (h)           Pursuant to an appointment made under this **Section 5.09**,the Investor Certificates may have endorsed thereon, in lieu of the Trustee’scertificate of

 

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### authentication,an alternate certificate of authentication in substantially the following form:

###  

“This is one of the Investor Certificatesdescribed in the Pooling Agreementdated as of December 21, 2000,as amended and restated on June 26, 2001 andas further amended and restated on April 18, 2006among Huntsman Receivables Finance LLC,Huntsman (Europe) BVBA, as Master ServicerandJ.P. Morgan Bank (Ireland) plc, as Trustee”

 
|   |   |   |
|--------|--------|--------|

as Authenticating Agentfor the Trustee

 
| By                   |   |   |
|----------------------|--------|--------|
| Authorized Signatory |

 

## **SECTION 5.10**           Tax Treatment.

## ** **

It is the intent of the Master Servicer,the Company, the Investor Certificateholders and the Trustee that, underapplicable U.S. Federal, State and local income and franchise tax laws (but forno other purpose), the Investor Certificates will qualify as indebtedness ofthe Company secured by the Participation Assets and that the Trust will not becharacterized as an association or publicly traded partnership taxable as acorporation. The Company, the Master Servicer and the Trustee, by entering intothis Agreement, and each Investor Certificateholder, by its acceptance of itsInvestor Certificate, agree to treat, except as otherwise required by law, theInvestor Certificates for applicable U.S. Federal, State and local income andfranchise tax purposes (but for no other purpose) as indebtedness of theCompany. The provisions of this Agreement and all related Transaction Documentsshall be construed to further these intentions of the parties. This **Section 5.10** shall survive the termination of this Agreementand shall be binding on all transferees of any of the foregoing persons.

 

## **SECTION 5.11**           Exchangeable Company Interest.

## ** **

### (a)           The Company may decrease the amount of its Exchangeable CompanyInterest in exchange for (i) an increase in the Invested Amount of a Class ofInvestor Certificates of an Outstanding Series and an increase in any relatedSubordinated Company Interests in connection with an issuance of additionalInvestor Certificates of such Outstanding Series in accordance with therespective Supplement or (ii) one or more newly issued Series of InvestorCertificates and any related newly issued Subordinated Company Interests (anysuch decrease, a “**Company Exchange**”).A Company Exchange shall not be necessary in connection with an increase in theInvested Amount of any Investor Certificates issued in a Series with anInvested Amount that may increase or decrease from time to time. Such InvestorCertificates are expected to be designated as “**VariableFunding Certificates**” or “**VFC Certificates**”.The Master Servicer may perform a Company Exchange by notifying the

 

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### Trustee,in writing at least twenty (20) Business Days in advance (an “**Exchange Notice**”) of the date upon which the CompanyExchange is to occur (an “**Exchange Date**”).Any Exchange Notice given by the Company shall state the designation of anySeries to be issued on the Exchange Date and, with respect to each such Series:(a) its additional or Initial Invested Amount, as the case may be, if any,which in the aggregate at any time may not be greater than the currentprincipal amount of the Company’s Exchangeable Company Interest if any, at suchtime and (b) its Certificate Rate (or the method for allocating interestpayments or other cash flow to such Series), if any. On the Exchange Date, theTrustee shall only (i) authenticate and deliver any Investor Certificatesevidencing an increase in the Invested Amount of a Class of InvestorCertificates or a newly issued Series and (ii) permit the issuance of anyrelated Subordinated Company Interests, upon delivery to the Trustee of thefollowing (together with the delivery by the Company to the Trustee of anyadditional agreements, instruments or other documents as are specified in therelated Supplement): (a) a Supplement executed by the Master Servicer and theCompany and specifying the Principal Terms of such Series (provided that nosuch Supplement shall be required for any increase in the Invested Amount of aClass of Investor Certificates, and any related increase in any relatedSubordinated Company Interests, unless it is so required by the relatedSupplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) aGeneral Opinion addressed to the Trustee and the Trust, (d) a ResponsibleOfficer’s certificate of the Company certifying that all conditions precedentto the authentication and delivery of such Investor Certificates have beensatisfied and upon which Responsible Officer’s certificate the Trustee mayconclusively rely, (e) the receipt of the written consent of each FundingAgent, (f) written instructions of an officer of the Company specifying theamount, Series, Investor Certificates and other Interests to be issued withrespect to the Company Exchange and (g) the applicable Investor Certificates ifnecessary. Upon delivery of the items listed in **clauses (a)**through **(g)** above and satisfaction of anyconditions set forth in any Supplement for an Outstanding Series, the existingExchangeable Company Interest and the applicable Subordinated CompanyInterests, as the case may be, shall be deemed adjusted as of such ExchangeDate, and the new Subordinated Company Interests, if any, shall be deemed dulycreated as of such Exchange Date, in each case as provided above. The Trusteeshall cause to be kept at the office or agency to be maintained by the TransferAgent and Registrar in accordance with the provisions of **Section 8.16**a register (the “**Exchange Register**”) in which,subject to such reasonable regulations as the Trustee may prescribe, theTransfer Agent and Registrar shall record all Company Exchanges and the amountof the Exchangeable Company Interest following any Company Exchange. There isno limit to the number of Company Exchanges that the Company may perform underthis Agreement. If the Company shall, on any Exchange Date, retain any InvestorCertificates issued on such Exchange Date, it shall, prior to transferring anysuch Investor Certificates to another Person, obtain a Tax Opinion. Additionalrestrictions relating to a Company Exchange may be set forth in any Supplement.

###  

### (b)           Upon any Company Exchange, the Trustee, in accordance with thewritten directions of the Master Servicer shall issue to the Company under **Section**

 

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### **5.01**, for execution, as agent of the Trustee, and redelivery to theTrustee for authentication under **Section 5.02**,(i) one or more Investor Certificates representing an increase in the InvestedAmount of an Outstanding Series, or (ii) one or more new Series of InvestorCertificates. Any such Investor Certificates shall be substantially in the formspecified in the applicable Supplement and each shall bear, upon its face, thedesignation for such Series to which each such Certificate belongs so selectedby the Master Servicer.

###  

### (c)           In conjunction with a Company Exchange, the parties hereto shall,except as otherwise provided in **Section 5.11(a)**above, execute a Supplement to this Agreement, which shall define, with respectto any additional Investor Certificates or newly issued Series, as the case maybe: (i) its name or designation, (ii) its additional or initial principalamount, as the case may be (or method for calculating such amount), (iii)whether the Investor Certificates for such Series may be issued in bearer formor registered form and any limitations imposed thereon on transfer, sale orexchange, including the limitations provided in Section 165(j) and 1287(a) ofthe Code, (iv) its Certificate Rate (or formula for the determination thereof),(v) the interest payment date or dates and the date or dates from whichinterest shall accrue, (vi) the method for allocating Collections to Holders,(vii) the names of any accounts or subaccounts to be used by such Series andthe terms governing the operation of any such accounts or subaccounts, (viii)the issue and terms of a letter of credit or other form of Enhancement, if any,with respect thereto, (ix) the terms on which the Certificates of such Seriesmay be repurchased by the Company or may be remarketed to other investors, (x)the Series Termination Date thereafter, (xi) any deposit account maintained forthe benefit of Holders, (xii) the number of classes of such Series, and if morethan one Class, the rights and priorities of each such Class, (xiii) the rightsof the holder of such Exchangeable Company Interest that have been transferredto the holders of such Series, (xiv) the designation of any Series Accounts orsubaccounts and the terms governing the operation of any such Series Accountsor subaccounts, (xv) provisions acceptable to the Trustee concerning thepayment of the Trustee’s fees and expenses and (xvi) other relevant terms (allsuch terms, the “**Principal Terms**” of such Series).The Supplement executed in connection with the Company Exchange shall containadministrative provisions which are reasonably acceptable to the Trustee.

###  

### (d)           The Company shall not transfer, assign, exchange or otherwisedispose of its Exchangeable Company Interest or any Subordinated CompanyInterests without (i) the prior written consent of each Funding Agent and (ii) deliveryof a Tax Opinion. If the Company shall transfer, assign, exchange or otherwisedispose of all or any portion of its Exchangeable Company Interest or anySubordinated Company Interests, in accordance with the preceding sentence, theTransfer Agent and Registrar shall record the transfer, assignment, exchange orother disposition of (i) the Exchangeable Company Interest in the Exchange Registerand (ii) any Subordinated Company Interests in a register maintained by theTransfer Agent and Registrar at its office or agency (the “**SubordinatedInterest Register**”). Any Holder who wishes to transfer, assign,exchange or otherwise dispose of all or any portion of the Exchangeable CompanyInterest or any Subordinated Company Interests held

 

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### by itshall deliver instructions and a written instrument of transfer, withsufficient instructions, duly executed by such Holder or his attorney-in-factduly authorized in writing delivered to the Trustee (unless the Transfer Agentand Registrar is different from the Trustee, in which case to the TransferAgent and Registrar) and complying with any requirements set forth in theapplicable Supplement. No service charge shall be made for any registration oftransfer or exchange of all or any portion of the Exchangeable Company Interestor any Subordinated Company Interests, but the Transfer Agent and Registrar mayrequire any Holder that is transferring or exchanging all or any portion of theExchangeable Company Interest or any Subordinated Company Interests to pay asum sufficient to cover any tax or governmental charge that may be imposed inconnection with any transfer or exchange of all or any portion of theExchangeable Company Interest or the Subordinated Company Interests.

###  

### (e)           Except as specified in any Supplement for a related Series, allInvestor Certificates of any Series shall be equally and ratably entitled asprovided herein to the benefits hereof without preference, priority ordistinction on account of the actual time or times of authentication anddelivery, all in accordance with the terms and provisions of this Agreement andthe applicable Supplement.

###  

### (f)            If the Company reduces its Exchangeable Company Interest pursuant to**Section 2.05**hereof, the Company shallimmediately notify the Trustee of any such reduction and the Trustee shall makethe appropriate notification in its records that such reduction of theExchangeable Company Interest has been made.

###  

## **SECTION 5.12**           Book-Entry Certificates.

## ** **

If specified in any related Supplement, theInvestor Certificates, or any portion thereof, upon original issuance, shall beissued in the form of one or more typewritten Investor Certificatesrepresenting the Book-Entry Certificates, to be delivered to the Depositoryspecified in such Supplement which shall be the Clearing Agency, specified by,or on behalf of, the Company for such Series. The Investor Certificates shallinitially be registered on the Certificate Register in the name of the nomineeof such Clearing Agency, and no Certificate Book-Entry Holder will receive adefinitive certificate representing such Certificate Book-Entry Holder’sinterest in the Investor Certificates, except as provided in **Section 5.14**. Unless and until definitive, fully registeredInvestor Certificates (“**Definitive Certificates**”)have been issued to Investor Certificateholders pursuant to **Section 5.14** or the related Supplement:

 

### (a)           the provisions of this **Section 5.12**shall be in full force and effect;

###  

### (b)           the Master Servicer (or the Servicer Guarantor on behalf of theMaster Servicer) and the Trustee may deal with each Clearing Agency for allpurposes (including the making of distributions on the Investor Certificates)as the Investor Certificateholder without respect to whether there has been anyactual authorization of such actions by the Certificate Book-Entry Holders withrespect to such actions;

 

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### (c)           to the extent that the provisions of this **Section 5.12**conflict with any other provisions of this Agreement, the provisions of this **Section 5.12** shall control; and

###  

### (d)           the rights of Certificate Book-Entry Holders shall be exercised onlythrough the Clearing Agency and the related Clearing Agency Participants andshall be limited to those established by law and agreements between suchrelated Certificate Book-Entry Holders and the Clearing Agency and/or theClearing Agency Participants. Pursuant to the Depository Agreement, the initialClearing Agency will make book-entry transfers among the Clearing AgencyParticipants and receive and transmit distributions of amounts due in respectof the Investor Certificates to such Clearing Agency Participants.

###  

Notwithstanding the foregoing, no Class orSeries of Investor Certificates may be issued as Book-Entry Certificates (but,instead, shall be issued as Definitive Certificates) unless at the time ofissuance of such Class or Series, the Company and the Trustee receive a TaxOpinion.

 

## **SECTION 5.13**           Notices to Clearing Agency.

## ** **

Whenever notice or other communication tothe Investor Certificateholders is required under this Agreement, unless anduntil Definitive Certificates shall have been issued to Certificate Book-EntryHolders pursuant to **Section 5.14**,the Trustee shall prepare and give all such notices and communicationsspecified herein to be given to the Investor Certificateholders to the ClearingAgencies.

 

## **SECTION 5.14**           Definitive Certificates.

## ** **

For any series for which Book-EntryCertificates have been issued pursuant to **Section 5.12**hereof, if (a)(i) the Master Servicer advises the Trustee in writing that anyClearing Agency is no longer willing or able to properly discharge its responsibilitiesunder the applicable Depository Agreement, and (ii) the Master Servicer isunable to locate a qualified successor, (b) the Master Servicer at its optionadvises the Trustee in writing that it elects to terminate the book-entrysystem through such Clearing Agency or (c) after the occurrence of a MasterServicer Default or an Early Amortization Event, Certificate Book-Entry Holdersrepresenting Fractional Undivided Interests aggregating more than 50% of theInvested Amount held by such Certificate Book-Entry Holders of each affectedSeries then issued and outstanding advise the Clearing Agency through theClearing Agency Participants in writing, and the Clearing Agency shall sonotify the Trustee, that the continuation of a book-entry system through theClearing Agency is no longer in the best interests of the CertificateBook-Entry Holders, the Trustee shall notify the Clearing Agency, which shallbe responsible to notify the Certificate Book-Entry Holders, of the occurrenceof any such event and of the availability of Definitive Certificates toCertificate Book-Entry Holders requesting the same. Upon surrender to theTrustee of the Book-Entry Certificates by the Clearing Agency, accompanied byregistration instructions from the Clearing Agency for registration, theTrustee shall issue the Definitive Certificates. Neither the Master Servicer(or the Servicer Guarantor on its behalf) nor the Trustee shall be liable forany delay in delivery of such instructions and may conclusively rely on, andshall be protected in relying on, such instructions.

 

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## **SECTION 5.15**           Securities Act Restrictions.

## ** **

Investor Certificates may be issuedpursuant to an exemption from registration under the Securities Act or may be registeredpursuant to an effective registration statement under the Securities Act.Investor Certificates that have not been registered pursuant to an effectiveregistration statement under the Securities Act and any interest therein maynot be reoffered, resold, pledged or otherwise transferred, and shall not beregistered for transfer in the Certificate Register except pursuant to theprovisions set forth in the Supplement relating to such Series of InvestorCertificates. Such Investor Certificates shall contain a legend substantiallyto the effect set forth in the related Supplement.

 

# **ARTICLEVI**

#  

# **OTHERMATTERS RELATING TO THE COMPANY**

#  

## **SECTION 6.01**           Liability of the Company.

## ** **

Except as set forth below in this **Section 6.01**, the Company shall be liable for allobligations, covenants, representations and warranties of the Company arisingunder or related to this Agreement or any Supplement. Except as provided in thepreceding sentence and otherwise herein, the Company shall be liable only tothe extent of the obligations specifically undertaken by it in its capacity asCompany hereunder and shall not be liable for any act or omission of the PayingAgent, an authenticating agent, the Transfer Agent and Registrar or the Trustee.Notwithstanding any other provision hereof or of any Supplement, the soleremedy of the Trust, the Trustee (in its individual capacity or as Trustee),the Holders or any other Person in respect of any obligation, covenant,representation, warranty or agreement of the Company under or related to thisAgreement or any Supplement shall be against the assets of the Company, subjectto the payment priorities contained herein. Neither the Trust, the Trustee, theHolders nor any other Person shall have any claim against the Company to theextent that the Company’s assets are insufficient to meet such obligations,covenant, representation, warranty or agreement (the difference being referredto herein as a “**Shortfall**”) and all claims inrespect of the shortfall shall be extinguished.

 

## **SECTION 6.02**           Limitation on Liability of the Company.

## ** **

Subject to **Sections6.01** and **10.19**, neitherthe Company nor any of their respective directors or officers or employees oragents shall be under any liability to the Trust, the Trustee, the Holders orany other Person for any action taken or for refraining from the taking of anyaction pursuant to this Agreement whether or not such action or inaction arisesfrom express or implied duties under any Transaction Document; **provided**, **however**, thatthis provision shall not protect the Company against any liability which wouldotherwise be imposed by reason of willful misconduct, bad faith or grossnegligence in the performance of any duties or by reason of reckless disregardof any obligations and duties hereunder.

 

## **SECTION 6.03**           Merger or Consolidation of, or Assumption of the Obligations of,Huntsman International or the Company.

## ** **

### (a)           Neither Huntsman International nor the Company (each a “**Relevant Entity**”) shall consolidate with or merge into anyother corporation or convey, transfer or dispose of its properties and assets(including in the case of Huntsman International its consolidated Subsidiariesas property and assets) substantially as an entirety to any Person, or engagein any corporate restructuring or reorganization, or liquidate or dissolveunless:

 

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#### (i)            the business entity formed by such consolidation or into which the RelevantEntity is merged or the Person which acquires by conveyance, transfer ordisposition of the properties and assets of the Relevant Entity substantiallyas an entirety, if the Relevant Entity is not the surviving entity shallexpressly assume, by an agreement supplemental hereto, executed and deliveredto the Trustee, in form and substance reasonably satisfactory to the Trustee,the performance of every covenant and obligation of the Relevant Entity;

####  

#### (ii)           the Relevant Entity has delivered to the Trustee a Certificate of aResponsible Officer and an Opinion of Counsel (which, as to factual matters,may be based on a certificate by the Relevant Entity) each stating that suchconsolidation, merger, restructuring, reorganization, conveyance, transfer ordisposition or engagement in any corporate restructuring or reorganization andsuch supplemental agreement comply with this **Section 6.03**,that such supplement agreement is a valid and binding obligation of suchsurviving entity enforceable against such surviving entity in accordance withits terms, except as such enforceability may be limited by ApplicableInsolvency Laws and except as such enforceability may be limited by generalprinciples of equity (whether considered in a suit at law or in equity), andthat all conditions precedent herein provided for relating to such transactionhave been complied with;

####  

#### (iii)          if any Series is outstanding, the related Funding Agent(s) shallhave consented to such consolidation, merger, restructuring, reorganization,conveyance or transfer;

####  

#### (iv)          the Company shall have delivered to the Trustee and the FundingAgent(s) of each outstanding Series a Tax Opinion, dated the date of suchconsolidation, merger, restructuring, reorganization, conveyance or transfer,with respect thereto;

####  

#### (v)           in connection with any merger, consolidation or corporaterestructuring or reorganization of the Company, the business entity into whichthe Company shall merge or consolidate shall be (x) with respect to theCompany, a business entity that is not subject to Title 11 of the United StatesCode or (y) a special purpose corporation, the powers and activities of whichshall be limited to the performance of the obligations of the Company underthis Agreement, any Supplement and the Origination Agreements; and

####  

#### (vi)          if the Company is not the surviving entity, the surviving entityshall file new UCC financing statements and all other documents which may berequired with respect to the participation and security interest of the Trustin relation to the U.S. Receivables.

####  

### (b)           The obligations of the Company hereunder shall not be assigned norshall any Person succeed to the obligations of the Company hereunder except ineach case in accordance with (i) the provisions of the foregoingparagraphs or (ii) conveyances, mergers, consolidations, assumptions,sales or transfers to other

 

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### entities(1) for which Huntsman International delivers an Officer’s Certificate to theTrustee indicating that Huntsman International reasonably believes that suchaction will not adversely affect in any material respect the interests of anyInvestor Certificateholder or Holder of a Participation therein, (2) which meetthe requirements of **Section 6.03(a)**and (3) for which such purchaser, transferee, pledgee or entity shall expresslyassume, in an agreement supplemental hereto, executed and delivered to theTrustee in writing in form reasonably satisfactory to the Trustee, theperformance of every covenant and obligation of the Company thereby conveyed.

###  

# **ARTICLEVII**

#  

# **EARLYAMORTIZATION EVENTS**

#  

## **SECTION 7.01**           Early Amortization Events.

## ** **

Unless modified with respect to any Seriesof Investor Certificates by any related Supplement, if any one of the followingevents (each, an “**Early Amortization Event**”)shall occur:

 

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

###  

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

###  

### (c)           the Trust shall receive a written notice from the U.S. InternalRevenue Service taking the position that the Trust should be characterized forUnited States federal income tax purposes as a “publicly traded partnership” oras an association taxable as a corporation and counsel to the Company does notprovide an opinion reasonably acceptable to the Trustee and each Funding Agentthat such claim is without merit; or

###  

### (d)           no Successor Master Servicer shall have been appointed and acceptedsuch appointment pursuant to and within the grace period set forth in theServicing Agreement following a Master Servicer Default; or

###  

### (e)           a Program Termination Event shall have occurred and be continuingunder any Origination Agreement;

###  

then, an “**EarlyAmortization Period**” with respect to all Outstanding Series shall commencewithout any notice or other action on the part of the Trustee or any InvestorCertificateholder immediately upon the occurrence of such event. The MasterServicer shall notify each Funding Agent and the Trustee in writing of theoccurrence of such Early Amortization Period, specifying the date of theoccurrence of such event. Upon the commencement against the Trust, the Company,any Originator or Huntsman International of a case, proceeding or other actiondescribed in **clause (ii)** of the definition of “**Insolvency Event**”, the Company shall cease to acceptcontributions of Receivables from the Contributor and cease to grant aParticipation or security interest in the Receivables to the Trust, until suchtime, if any, as such case, proceeding or other action is vacated, discharged,or stayed or bonded pending appeal. If an Insolvency Event with respect to theTrust or the Company

 

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occurs, the Company shall immediately ceaseto grant a Participation or security interest in Receivables to the Trust (or,if the Company has previously suspended the grant of a Participation orsecurity interest in Receivables to the Trust to comply with the precedingsentence, such suspension shall become a permanent cessation of the grant of aParticipation or security interest in Receivables to the Trust) and the entitywith respect to which such Insolvency Event has occurred, shall promptly givewritten notice to the Trustee of such occurrence. Notwithstanding any cessationof the grant of a Participation or security interest in to or granting of asecurity interest in favor of the Trust of additional Receivables, Receivablesparticipated to or in which a security interest was granted in favor of theTrust prior to the occurrence of such Insolvency Event and Collections inrespect of such Receivables and interest, whenever created, accrued in respectof such Receivables, shall continue to be a part of the Trust.

 

Additional Early Amortization Events andthe consequences thereof may be set forth in each Supplement with respect tothe Series relating thereto.

 

## **SECTION 7.02**           Additional Rights upon the Occurrence of Certain Events.

## ** **

### (a)           If after the occurrence of an Insolvency Event with respect to theTrust, the Company, any Originator or the Servicer Guarantor, the AggregateInvested Amount and all accrued and unpaid amounts due in respect thereon havenot been paid to the Investor Certificateholders, the Company as beneficialowner of the Receivables acknowledges that the Trustee may in pursuance of thesecurity interest granted hereunder and in accordance with the writtendirection of the Liquidation Servicer shall send written notice to the InvestorCertificateholders and request instructions from such holders, which notice shallrequest each Certificateholder to advise the Trustee in writing that it electsone of the following options: (A) the Certificateholder wishes the LiquidationServicer not to so sell, dispose of or otherwise liquidate the Receivables; (B)the Certificateholder wishes the Liquidation Servicer to sell, dispose of orotherwise liquidate the Receivables; or (C) the Certificateholder refuses toadvise the Trustee as to the specific action the Liquidation Servicer shouldtake. If after 60 days from the day notice is first given, the Trustee shallnot have received written instructions selecting option (A) above from (x)Investor Certificateholders representing more than 50% of the Invested Amountof each Series (or, in the case of a Series having more than one Class ofInvestor Certificates, Investor Certificateholders representing more than 50%of the Invested Amount of each Class of such Series) and (z) if there are anyHolders of the Exchangeable Company Interest other than the Company, theHolders of the Exchangeable Company Interest representing more than 50% of theCompany Interest not held by the Company, the Trustee shall proceed to directthe Liquidation Servicer to so sell, dispose of, or otherwise liquidate theReceivables in a commercially reasonable manner and on commercially reasonableterms, which shall include the solicitation of competitive bids and the Trusteeshall cause the Liquidation Servicer to consummate the sale, liquidation ordisposition of the Receivables as provided above with the highest bidder forthe Receivables; **provided**, **however**that neither Huntsman International nor any of its Affiliates shall participatein any bidding for the Receivables. The Company hereby expressly waives anyrights of redemption or rights to receive notice of any such sale except as maybe

 

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### requiredby law. All reasonable costs and expenses incurred by the Liquidation Servicerin such sale shall be reimbursable to the Liquidation Servicer as provided in **Section 8.05**.

###  

### (b)           The proceeds from the sale, disposition or liquidation of theReceivables pursuant to **Section 7.02(a)**above shall be treated as Collections on the Receivables and such proceedsshall be released to the Liquidation Servicer in an amount equal to the amountof any expenses incurred by the Liquidation Servicer acting in its capacity asLiquidation Servicer under this **Section 7.02**that have not otherwise been reimbursed and the remainder, if any, will bedistributed to Investor Certificateholders of each Series after immediatelybeing deposited in the related Company Concentration Account, in accordancewith the provisions of **Section 3.01(f)**and the related Supplement for such Series. After giving effect to all suchdistributions, the remainder, if any, shall be allocated to the ExchangeableCompany Interest and such amount shall be released to the Holder of theExchangeable Company Interest.

###  

# **ARTICLEVIII**

#  

# **THETRUSTEE**

#  

## **SECTION 8.01**           Duties of Trustee.

## ** **

### (a)           The Trustee, prior to the occurrence of a Master Servicer Default orEarly Amortization Event of which a Responsible Officer of the Trustee hasactual knowledge and after the curing of the Master Servicer Defaults and EarlyAmortization Events which may have occurred, undertakes to perform such dutiesand only such duties as are specifically set forth in the Pooling and ServicingAgreements or any Supplement and no implied covenants or obligations shall beread into such Pooling and Servicing Agreements against the Trustee. If aMaster Servicer Default or Early Amortization Event of which a ResponsibleOfficer of the Trustee has actual knowledge occurred (which has not been curedor waived), the Trustee shall exercise the rights and powers vested in it byany Pooling and Servicing Agreement or any Supplement and shall use the samedegree of care and skill in their exercise as a prudent person would exerciseor use under the circumstances in the conduct of such person’s own affairs.

###  

### (b)           The Trustee may conclusively rely as to the truth of the statementsand the correctness of the opinions expressed therein upon resolutions,certificates, statements, opinions, reports, documents, orders or otherinstruments furnished to the Trustee; provided, that (i) in the case of any ofthe above which are specifically required to be furnished to the Trusteepursuant to any provision of the Pooling and Servicing Agreements, the Trusteeshall, subject to **Section 8.02**,examine them to determine whether they appear on their face to conform to therequirements of this Agreement and (ii) in the case of any of the above as towhich the Trustee is required to perform procedures pursuant to the Internal OperatingProcedures Memorandum, the Trustee shall perform said procedures in accordancewith the Internal Operating Procedures Memorandum.

 

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### (c)           Subject to **Section 8.01(a)**,no provision of this Agreement shall be construed to relieve the Trustee fromliability for its own grossly negligent action, its own grossly negligent failureto act or its own willful misconduct; provided, however, that:

###  

#### (i)            the Trustee shall not be liable for an error of judgment unless itshall be proved that the Trustee was grossly negligent, or acted in bad faith,in ascertaining the pertinent facts;

####  

#### (ii)           the Trustee shall not be liable with respect to any action taken,suffered or omitted to be taken by it in good faith unless grossly negligent;

####  

#### (iii)          the Trustee shall not be charged with knowledge of any failure bythe Master Servicer to comply with any of its obligations, unless a ResponsibleOfficer of the Trustee obtains actual knowledge of such failure or the Trusteereceives written notice of such failure from the Master Servicer, any FundingAgent or any Investor Certificateholder;

####  

#### (iv)          the Trustee shall not be charged with knowledge of a Master ServicerDefault or Early Amortization Event unless a Responsible Officer of the Trusteeobtains actual knowledge of such event or the Trustee receives written noticeof such default or event from the Master Servicer or Servicer Guarantor, as thecase may be, any Funding Agent or any Holder of Investor Certificates;

####  

#### (v)           the Trustee shall not be liable for any investment losses resultingfrom any investments of funds on deposit in the Company Concentration Accountsor Series Concentration Accounts (provided that the Trustee has complied withthe instructions of the Master Servicer in accordance of the terms of thisAgreement in conducting such investments); and

####  

#### (vi)          the Trustee shall have no duty to monitor the performance of theMaster Servicer or the Servicer Guarantor, nor shall it have any liability inconnection with malfeasance or nonfeasance by the Master Servicer or theServicer Guarantor; the Trustee shall have no liability in connection with complianceof the Master Servicer, the Servicer Guarantor or the Company with statutory orregulatory requirements related to the Receivables; and the Trustee shall haveno duty to perform, except as otherwise required pursuant to the Internal OperatingProcedures Memorandum, any recalculation or verification of any calculationwith respect to data provided to the Trustee by the Master Servicer.

####  

### (d)           Except as expressly provided in any Pooling and Servicing Agreement,the Trustee shall have no power to vary the corpus of the Trust.

###  

### (e)           Provided that the Master Servicer and the Company shall haveprovided to the Trustee and the Liquidation Servicer, promptly upon request,all books, records and other information reasonably requested by the Trusteeand the Liquidation Servicer and shall have provided the Trustee and theLiquidation

 

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### Servicerwith all necessary access to the properties, books and records of the MasterServicer and the Company which the Trustee and the Liquidation Servicer mayreasonably require, then within sixty (60) days following the Effective Datethe Trustee shall notify the Master Servicer, each Funding Agent and eachInvestor Certificateholder of such events.

###  

## **SECTION 8.02**           Rights of the Trustee.

## ** **

Except as otherwise provided in **Section 8.01** and in the Internal Operating Procedures Memorandum:

 

### (a)           The Trustee may delegate any of the duties, rights and powers vestedin it hereunder to an Eligible Institution; **provided**,**however**, that no such delegation shallbe effective unless such third party has a combined capital and surplus of atleast $100,000,000 and short-term ratings of at least “A-1”/”P-1” by S&Pand Moody’s, respectively, and subject to supervision or examination by federalor state authority.

###  

### (b)           The Trustee may conclusively rely on and shall be protected inacting on, or in refraining from acting in accord with, any resolution,Responsible Officer’s certificate, certificate of auditors or any othercertificate, statement, instrument, opinion, report, notice, request,direction, consent, order, appraisal, bond, note or other paper or documentbelieved by it to be genuine and to have been signed or presented to itpursuant to any Pooling and Servicing Agreement by the proper party or parties.

###  

### (c)           The Trustee may consult with counsel, and any Opinion of Counsel andany advice of such counsel shall be full and complete authorization andprotection in respect of any action taken or suffered or omitted by ithereunder in good faith and in accordance with such Opinion of Counsel.

###  

### (d)           The Trustee shall be under no obligation to exercise any of therights or powers vested in it by any Pooling and Servicing Agreement, or toinstitute, conduct or defend any litigation hereunder or in relation hereto, atthe request, order or direction of any of the Holders, pursuant to theprovisions of any Pooling and Servicing Agreement, unless such Holders shallhave offered to the Trustee reasonable security or indemnity against the costs,expenses and liabilities which may be incurred therein or thereby; **provided**, **however**, thatnothing contained herein shall relieve the Trustee of the obligations, upon theoccurrence of a Master Servicer Default and default under the ServicingGuarantee or Early Amortization Event (which has not been cured), to exercisesuch of the rights and powers vested in it by any Pooling and ServicingAgreement, and to use the same degree of care and skill in their exercise as aprudent person would exercise or use under the circumstances in the conduct ofsuch person’s own affairs. The right of the Trustee to perform anydiscretionary act enumerated in this Agreement shall not be construed as aduty, and the Trustee shall not be answerable for other than its grossnegligence or willful misconduct in the performance of any such act.

###  

### (e)           The Trustee shall not be personally liable for any action taken,suffered or omitted by it in good faith and believed by it to be authorized orwithin the

 

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### discretionor rights or powers conferred upon it by any Pooling and Servicing Agreement; **provided** that the Trustee shall be liable for its grossnegligence or willful misconduct.

###  

### (f)            The Trustee shall not be bound to make any investigation into the factsof matters stated in any resolution, certificate, statement, instrument,opinion, report, notice, request, consent, direction, order, approval, bond,note or other paper or document, unless requested in writing so to do by theHolders of Investor Certificates evidencing Fractional Undivided Interestsaggregating more than 50% of the Invested Amount of any Series which could bematerially and adversely affected if the Trustee does not perform such acts;provided, however, that such Holders of Investor Certificates shall indemnifyand reimburse the Trustee for any liability or expense resulting from any suchinvestigation requested by them; **provided**, **further**, that the Trustee shall be entitled to make suchfurther inquiry or investigation into such facts or matters as it mayreasonably see fit, and if the Trustee shall determine to make such furtherinquiry or investigation, it shall be entitled to examine the books and recordsof the Company, personally or by agent or attorney, at the sole cost and expenseof the Company.

###  

### (g)           The Trustee may execute any of the trusts or powers hereunder orperform any duties hereunder either directly or by or through Affiliates,agents or attorneys or a custodian or nominee, and the Trustee shall not beresponsible for any misconduct or negligence on the part of, or for thesupervision of, any such Affiliate, agent, attorney, custodian or nomineeappointed with due care by it hereunder.

###  

### (h)           The Trustee shall not be required to make any initial or periodicexamination of any documents or records related to the Receivables, theCollection Accounts, the Company Concentration Accounts, the Master CollectionAccounts, the Company Receipts Account and the General Reserve Accounts for thepurpose of establishing the presence or absence of defects, the compliance bythe Company with its representations and warranties or for any other purpose.

###  

### (i)            In the event that the Trustee is also acting as Paying Agent orTransfer Agent and Registrar hereunder, the rights and protections afforded tothe Trustee pursuant to this Article VIII shall also be afforded to such PayingAgent or Transfer Agent and Registrar.

###  

## **SECTION 8.03**           Trustee Not Liable for Recitals.

## ** **

The Trustee assumes no responsibility forthe correctness of the recitals contained herein and in the InvestorCertificates (other than the certificate of authentication on the InvestorCertificates). Except as set forth in **Section 8.15**the Trustee makes no representations as to the validity or sufficiency of anyPooling and Servicing Agreement, of the Investor Certificates (other than thecertificate of authentication on the Investor Certificates), of theExchangeable Company Interest, of any Subordinated company interests, of anyReceivable or of any related document or interest. The Trustee shall not beaccountable for the use or application by the Company of any of the InvestorCertificates, any Subordinated company interests or any Exchangeable CompanyInterest or of the proceeds of such Investor

 

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Certificates, such Subordinated companyinterests or such Exchangeable Company Interest or for the use or applicationof any funds paid to the Company in respect of the Receivables or deposited inor withdrawn from the Collection Accounts, the Company Concentration Accountsor other accounts hereafter established to effectuate the transactionscontemplated herein and in accordance with the terms of any Pooling andServicing Agreement.

 

The Trustee shall not be accountable forthe use or application by the Master Servicer of any of the InvestorCertificates or of the proceeds of such Investor Certificates, or for the useor application of any funds paid to the Master Servicer in respect of theReceivables or deposited in or withdrawn from the Collection Accounts or theCompany Concentration Accounts by or at the direction of the Master Servicer.The Trustee shall at no time have any responsibility or liability for or withrespect to the legality, validity and enforceability of any Receivable.

 

## **SECTION 8.04**           Trustee May Own Investor Certificates.

## ** **

The Trustee in its individual or any othercapacity (a) may become the owner or pledgee of Investor Certificates with thesame rights as it would have if it were not the Trustee and (b) may transactany banking and trust business with the Company, the Master Servicer or anOriginator as it would were it not the Trustee.

 

## **SECTION 8.05**           Trustee’s and the Liquidation Servicer’s Fees and Expenses.

## ** **

The Trustee shall be entitled to a fee(which shall not be limited by any provision of law in regard to thecompensation of a trustee of an express trust) for all services rendered by theTrustee in the execution of the trusts hereby created and in the exercise andperformance of any of the powers and duties hereunder of the Trustee. The MasterServicer covenants and agrees to pay to the Trustee annually in advance on theEffective Date and on or about each one year anniversary thereof, a fee agreedupon in writing between the Trustee and the Master Servicer. The Trustee shallalso be entitled to reimbursement from the Master Servicer or the Company uponits request for all reasonable expenses (including expenses incurred inconnection with notices, requests for documentation or other communications toHolders), disbursements, losses, liabilities, damages and advances incurred ormade by the Trustee in accordance with any of the provisions of any Pooling andServicing Agreement or by reason of its status as Trustee under any Pooling andServicing Agreement (including the reasonable fees and expenses of its agents,any co-trustee and counsel) except any such expense, disbursement, loss,liability, damage or advance that is finally judicially determined to haveresulted from its gross negligence, willful misconduct or bad faith; **provided**, that any obligation of the Company to makepayments under this **Section 8.05**shall be Company Subordinated Obligations except as provided in the sixthsentence of this **Section 8.05**. To the extent thefees and expenses of the Trustee are not paid on a current basis (includingpursuant to the first sentence of this **Section 8.05)**,the Trustee shall be entitled to be paid such items from amounts that would bedistributable to the Company under **Article III** ofthis Agreement. The Trustee shall be entitled to reimbursement for anyreasonable out-of-pocket costs or expenses incurred in connection with thereview, negotiation, preparation, execution and delivery of any of theTransaction Documents or in connection with the issuance of any Investor Certificateson the Effective Date. If the Liquidation Servicer is appointed as SuccessorMaster Servicer by the Trustee in accordance with the Servicing Agreement, theLiquidation Servicer, in its capacity as Successor Master Servicer, shall alsobe entitled to be paid the Servicing Fee as specified in the agreement betweenthe Liquidation Servicer and the Trustee (the “**LiquidationServicer Agreement**”) in addition to any other compensation to

 

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which the Master Servicer is expresslyentitled under any Pooling and Servicing Agreement;**provided, however,**that any Servicing Fee payable to a Successor Master Servicer (which will bepayable to the Liquidation Servicer) will not be a Company SubordinatedObligation and shall be payable from the application of funds from the SeriesNon-Principal Concentration Subaccounts in accordance with this Agreement and theapplicable Series Supplement. Notwithstanding any other provision of theapplicable Series Supplement or any other Transaction Document, the ServicingFee payable to a Successor Master Service shall be paid to the LiquidationServicer so long as the Liquidation Servicer has not resigned or beenterminated. The Trustee shall not be liable for any fees of the LiquidationServicer in its capacity as Successor Master Servicer. The provisions of this **Section 8.05** shall apply to the reasonable expenses,disbursements and advances made or incurred by the Liquidation Servicer, to theextent not otherwise paid. The covenants to pay the expenses, disbursements,losses, liabilities, damages and advances provided for in this Section shallsurvive the termination of any Pooling and Servicing Agreement and shall bebinding on the Company, the Master Servicer and any Successor Master Servicer.

 

## **SECTION 8.06**           Eligibility Recitals.

## ** **

The initial Trustee hereunder on theEffective Date shall be a banking institution in Dublin, Ireland. Anysubsequent Trustee, other than the initial Trustee, shall be a bankinginstitution, located in Europe and shall have a combined capital and surplus ofat least $100,000,000 (or its foreign equivalent), short term ratings of atleast “A-1”/”P-1” by S&P and Moody’s, respectively and subject to theregulatory supervision in its jurisdiction. If such institution publishesreports of condition at least annually, pursuant to law or to the requirementsof the aforesaid supervising or examining authority, then, for the purpose ofthis **Section 8.06**, the combined capital andsurplus of such corporation shall be deemed to be its combined capital andsurplus as set forth in its most recent report of condition so published. Incase at any time the Trustee shall cease to be eligible in accordance with theprovisions of this **Section 8.06**,the Trustee shall resign immediately in the manner and with the effectspecified in **Section 8.07**.

 

## **SECTION 8.07**           Resignation or Removal of Trustee.

## ** **

### (a)           Subject to **paragraph (c)**below, the Trustee may at any time resign and be discharged from the trusthereby created by giving 60 calendar days prior written notice thereof to theCompany, the Master Servicer and each Funding Agent. Upon receiving such noticeof resignation, the Company shall promptly appoint a successor trustee bywritten instrument, in duplicate, one copy of which instrument shall bedelivered to the resigning Trustee and one copy to the successor trustee. If nosuccessor trustee shall have been so appointed and have accepted suchappointment within thirty (30) days after the giving of such notice ofresignation, the resigning Trustee may petition any court of competentjurisdiction for the appointment of a successor trustee.

###  

### (b)           If at any time the Trustee shall cease to be eligible in accordancewith the provisions of **Section 8.06**and shall fail to resign after written request therefor by the Master Servicer,or if at any time the Trustee shall be legally unable to act, or shall beadjudged a bankrupt or insolvent, or if a receiver of the Trustee or of itsproperty shall be appointed, or any public officer shall take charge or controlof the Trustee or of its property or affairs for the purpose of rehabilitation,conservation or liquidation, then the Company may remove the

 

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### Trusteeand promptly appoint a successor trustee by written instrument, in duplicate,one copy of which instrument shall be delivered to the Trustee so removed andone copy to the successor trustee.

###  

### (c)           Any resignation or removal of the Trustee and appointment of asuccessor trustee pursuant to any of the provisions of this **Section 8.07** shall not become effective until acceptance ofsuch appointment as provided in **Section 8.08**.

###  

### (d)           The obligations of the Company described in **Section 8.05**and the obligations of the Master Servicer described in **Section 8.05**and **Section 5.02** of the Servicing Agreementshall survive the removal or resignation of the Trustee as provided in thisAgreement.

###  

### (e)           No Trustee under this Agreement shall be personally liable for anyaction or omission of any successor trustee.

###  

## **SECTION 8.08**           Successor Trustee.

## ** **

### (a)           Any successor trustee appointed as provided in **Section 8.07**shall execute, acknowledge and deliver to the Company and to its predecessorTrustee an instrument accepting such appointment hereunder, and thereupon theresignation or removal of the predecessor Trustee shall become effective andsuch successor trustee, without any further act, deed or conveyance, shallbecome fully vested with all the rights, powers, duties and obligations of itspredecessor hereunder, with like effect as if originally named as Trusteeherein. The predecessor Trustee shall deliver to the successor trustee alldocuments or copies thereof, at the expense of the Master Servicer, andstatements held by it hereunder; and the Company and the predecessor Trusteeshall execute and deliver such instruments and do such other things as mayreasonably be required for fully and certainly vesting and confirming in thesuccessor trustee all such rights, power, duties and obligations.

###  

### (b)           No successor trustee shall accept appointment as provided in this **Section 8.08** unless at the time of such acceptance suchsuccessor trustee shall be eligible under the provisions of **Section 8.06**.

###  

### (c)           Upon acceptance of appointment by a successor trustee as provided inthis **Section 8.08**, such successor trustee(including the Servicer Guarantor) shall mail notice of such successionhereunder to the Funding Agents and all Holders at their addresses as shown inthe Certificate Register, the Exchange Register or the Subordinated InterestRegister, as applicable.

###  

## **SECTION 8.09**           Merger or Consolidation of Trustee.

## ** **

Any Person into which the Trustee may bemerged or converted or with which it may be consolidated, or any Personresulting from any merger, conversion or consolidation to which the Trusteeshall be a party, or any Person succeeding to the corporate trust business ofthe Trustee, shall be the successor of the Trustee hereunder, provided suchcorporation shall be eligible under the provisions of **Section 8.06**,without the execution or filing of any paper or any further act on the part ofany of the parties hereto, anything herein to the contrary notwithstanding. TheTrustee shall promptly give notice (except to the extent prohibited

 

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under any Requirement of Law or ContractualObligation), but in no event less than ten (10) days prior to any such mergeror consolidation, to the Company and the Master Servicer upon any such mergeror consolidation of the Trustee. Information as to such merger or consolidationthat is made publicly available by the Trustee in the Authorized Newspapersshall be deemed to satisfy the notice requirement of this **Section 8.09**.

 

## **SECTION 8.10**           Appointment of Co-Trustee or Separate Trustee.

## ** **

### (a)           Notwithstanding any other provisions of any Pooling and ServicingAgreement, at any time, for the purpose of meeting any legal requirements ofany jurisdiction in which any part of the Trust may at the time be located, theTrustee shall have the power and may execute and deliver all instruments toappoint one or more Persons to act as a co-trustee or co-trustees, or separatetrustee or separate trustees, of all or any part of the Trust, and to vest insuch Person or Persons, in such capacity and for the benefit of the Holders,such title to the Trust, or any part thereof, and, subject to the otherprovisions of this **Section 8.10**,such powers, duties, obligations, rights and trusts as the Trustee may considernecessary. No co-trustee or separate trustee hereunder shall be required tomeet the terms of eligibility as a successor trustee under **Section 8.06**and no notice to Holders of the appointment of any co-trustee or separatetrustee shall be required under **Section 8.08**. TheTrustee shall promptly notify each Funding Agent of the appointment of anyco-trustee.

###  

### (b)           Every separate trustee and co-trustee shall, to the extent permittedby law, be appointed and act subject to the following provisions andconditions:

###  

#### (i)            all rights, powers, duties and obligations conferred or imposed uponthe Trustee shall be conferred or imposed upon and exercised or performed bythe Trustee and such separate trustee or co-trustee jointly (it beingunderstood that such separate trustee or co-trustee is not authorized to actseparately without the Trustee joining in such act), except to the extent thatunder any statute of any jurisdiction in which any particular act or acts areto be performed (whether as Trustee hereunder), the Trustee shall beincompetent or unqualified to perform such act or acts, in which event suchrights, powers, duties and obligations (including the holding of title to theTrust or any portion thereof in any such jurisdiction) shall be exercised andperformed singly by such separate trustee or co-trustee, but solely at thedirection of the Trustee;

####  

#### (ii)           neither the Trustee nor any separate trustee or co-trustee shall bepersonally liable by reason of any act or omission of any other trustee,separate trustee or co-trustee hereunder so long as such trustee, separatetrustee or co-trustee is appointed with due care in accordance with the termsof this Agreement; and

####  

#### (iii)          the Trustee may at any time accept the resignation of or remove anyseparate trustee or co-trustee.

####  

### (c)           Any notice, request or other writing given to the Trustee shall bedeemed to have been given to each of the then separate trustees andco-trustees, as

 

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### effectivelyas if given to each of them. Every instrument appointing any separate trusteeor co-trustee shall refer to this Agreement and the conditions of this ArticleVIII. Each separate trustee and co-trustee, upon its acceptance of the trustsconferred, shall be vested with the estates or property specified in itsinstrument of appointment, either jointly with the Trustee or separately, asmay be provided therein, subject to all the provisions of any Pooling andServicing Agreement, specifically including every provision of any Pooling andServicing Agreement relating to the conduct of, affecting the liability of, oraffording protection to, the Trustee. Every such instrument shall be filed withthe Trustee and a copy thereof given to the Master Servicer and the Company.

###  

### (d)           Any separate trustee or co-trustee may at any time constitute theTrustee, its agent or attorney-in-fact with full power and authority, to theextent not prohibited by law, to do any lawful act under or in respect to anyPooling and Servicing Agreement on its behalf and in its name. If any separatetrustee or co-trustee shall die, become incapable of acting, resign or beremoved, all of its estates, properties, rights, remedies and trusts shall vestin and be exercised by the Trustee, to the extent permitted by law, without theappointment of a new or successor trustee.

###  

## **SECTION 8.11**           Tax Returns.

## ** **

In the event the Trust shall be required tofile U.S. Federal, state, local or foreign income tax returns, the Company (orthe Master Servicer on its behalf) shall prepare and file or shall cause to beprepared and filed any such tax returns required to be filed by the Trust andshall remit such tax returns to the Trustee for signature at least five (5)Business Days before such tax returns are due to be filed (includingextensions). The Master Servicer (or the Servicer Guarantor on its behalf)shall also prepare or shall cause to be prepared all U.S. Federal taxinformation in connection with this Agreement required by law to be distributedto Holders and shall deliver such information to the Trustee at least five (5)Business Days prior to the date it is required by law to be distributed to theHolders. The Trustee, upon request, will furnish the Company or the MasterServicer with all such information known to the Trustee as may be reasonablydetermined by the Company or the Master Servicer to be required in connectionwith the preparation of all U.S. Federal, state, local or foreign income taxreturns of the Trust, and shall, upon the Company’s (or the Master Servicer’son behalf of the Company) written request, execute such tax returns. In noevent shall the Trustee in its individual capacity be liable for anyliabilities, costs or expenses of the Trust, the Holders, the Master Servicer(or the Servicer Guarantor on its behalf), arising under any U.S. Federal,state, local or foreign income tax law or regulation, including excise taxes orany other tax imposed by a Governmental Authority on or measured by income (orany interest or penalty with respect thereto or arising from any failure tocomply therewith). The Trustee shall not be required to determine whether anyfiling of tax returns is required.

 

## **SECTION 8.12**         Trustee May Enforce ClaimsWithout Possession of Investor Certificates.

## ** **

All rights of action and claims under anyPooling and Servicing Agreement or the Investor Certificates may be prosecutedand enforced by the Trustee without the possession of any of the InvestorCertificates or the production thereof in any proceeding relating thereto, andany such proceeding instituted by the Trustee shall be brought in its own nameas trustee. Any

 

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recovery of judgment shall, after provisionfor the payment of the reasonable compensation, expenses, disbursements andadvances of the Trustee, its agents and counsel, be for the ratable benefit ofthe Holders in respect of which such judgment has been obtained.

 

## **SECTION 8.13**           Suits for Enforcement.

## ** **

If a Master Servicer Default or a defaultunder the Servicing Guarantee shall occur and be continuing, the Trustee may,as provided in **Section 6.01** of the ServicingAgreement, proceed to protect and enforce its rights and the rights of theHolders under this Agreement or any other Transaction Document by suit, actionor proceeding (including any suit, action or proceeding on behalf of theHolders against any third party) in equity or at law or otherwise, whether forthe specific performance of any covenant or agreement contained in thisAgreement or any other Transaction Document or in aid of the execution of anypower granted in this Agreement or any other Transaction Document or for theenforcement of any other legal, equitable or other remedy as the Trustee, beingadvised by counsel, shall deem most effective to protect and enforce any of therights of the Trustee or the Holders. In furtherance of and without limitingthe generality of **Section 8.01(d)**,the Trustee shall have the right to obtain, before initiating any such action,such reasonable indemnity from the Holders as the Trustee may require againstthe costs, expenses and liabilities that may be incurred therein or thereby.Nothing herein contained shall be deemed to authorize the Trustee to authorizeor consent to or accept or adopt on behalf of any Holder any plan ofreorganization, arrangement, adjustment or composition affecting the Investor Certificates,the Subordinated company interests or the Exchangeable Company Interest or therights of any holder thereof, or authorize the Trustee to vote in respect ofthe claim of any Holder in any such proceeding.

 

## **SECTION 8.14**           Rights of Investor Certificateholders to Direct Trustee.

## ** **

Investor Certificateholders evidencing morethan 50% of the Invested Amount of any Series affected by the conduct of anyproceeding or the exercise of any right conferred on the Trustee shall have theright to direct the time, method and place of conducting any proceeding for anyremedy available to the Trustee, or exercising any trust or power conferred onthe Trustee; **provided**, **however**,that nothing in any Pooling and Servicing Agreement shall impair the right ofthe Trustee to take any action deemed proper by the Trustee and which is notinconsistent with such direction of the Investor Certificateholders; **provided**, **however**, thatin furtherance and without limiting the generality of **Section8.01(d)**, the Trustee shall have the right to obtain, before actingin accordance with any such direction of the Investor Certificateholders, suchreasonable indemnity from the Investor Certificateholders as the Trustee mayrequire against the costs, expenses and liabilities that may be incurred in soacting.

 

## **SECTION 8.15**           Representations and Warranties of Trustee.

## ** **

Trustee represents and warrants that:

 

### (a)           the Trustee is a banking institution organized, existing and in goodstanding under the laws of Dublin, Ireland and is duly authorized to exercisetrust powers under applicable law;

 

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### (b)           the Trustee has the power and authority to enter into this Agreementand any Supplement, and has taken all necessary action to authorize theexecution, delivery and performance by it of this Agreement and any Supplement;and

###  

### (c)           this Agreement and each of the Transaction Documents executed by ithave been duly executed and delivered by the Trustee and, in the case of allsuch Transaction Documents, are legal, valid and binding obligations of theTrustee, enforceable in accordance with their respective terms, except as suchenforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or other similar laws now or hereafter in effectaffecting the enforcement of creditors’ rights generally and except as suchenforceability may be limited by general principles of equity (whetherconsidered in a suit at law or in equity).

###  

## **SECTION 8.16**           Maintenance of Office or Agency.

## ** **

The Trustee will maintain at its expense inDublin, Ireland, an office or offices or agency or agencies where notices anddemands to or upon the Trustee in respect of the Investor Certificates or anyother Interests and the Pooling and Servicing Agreements may be served. TheTrustee will give prompt written notice to the Company, the Master Servicer andthe Holders of any change in the location of the Certificate Register, theExchange Register, the Subordinated Interest Register or any such office oragency.

 

## **SECTION 8.17**           Limitation of Liability.

## ** **

The Investor Certificates are executed bythe Trustee, not in its individual capacity but solely as Trustee of the Trust,in the exercise of the powers and authority conferred and vested in it by theTrust Agreement. Each of the undertakings and agreements made on the part ofthe Trustee in the Investor Certificates is made and intended not as a personalundertaking or agreement by the Trustee but is made and intended for thepurpose of binding only the Trust.

 

# **ARTICLEIX**

#  

# **TERMINATION**

#  

## **SECTION 9.01**           Termination of Trust.

## ** **

### (a)           The Trust and the respective obligations and responsibilities of theCompany, the Master Servicer and the Trustee created hereby (other than theobligation of the Trustee to make payments to Holders as hereafter set forthand any indemnification obligations hereunder) shall terminate, except withrespect to any such obligations or responsibilities expressly stated to survivesuch termination, on the earliest of (i) the last day of the June 2021 SettlementPeriod, or if such day is not a Business Day, the immediately precedingBusiness Day, (ii) at the option of the Company, at any time when the AggregateInvested Amount is zero, (iii) following the occurrence of any of the EarlyAmortization Events specified in **Section 7.01**,at any time when the Aggregate Invested Amount is zero and (iv) upon completionof distribution of the amounts referred to in **Section7.02(b)** (the “**Trust Termination Date**”).

 

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### (b)           If on the Distribution Date in the month immediately preceding themonth in which the Trust Termination Date occurs (after giving effect to alltransfers, withdrawals, deposits and drawings to occur on such date and thepayment of principal on any Series of Investor Certificates to be made on therelated Distribution Date pursuant to **Article III**)the Invested Amount of any Series would be greater than zero (as certified inwriting by the Master Servicer), the Company as beneficial owner of theReceivables hereby authorizes the Trustee, at the written direction of theMaster Servicer to make reasonable efforts to cause the Liquidation Servicer tosell within 30 days of such Distribution Date all of the Receivables; **provided**,**however**, that neitherHuntsman International nor any of its Affiliates shall participate in anybidding in respect of the sale of the Receivables. The proceeds of such saleshall be treated as Collections on the Receivables and shall be allocated inaccordance with **Article III**. During such 30-dayperiod, the Master Servicer shall continue to collect Collections on theReceivables and allocate Collections in accordance with the provisions of **Article III**. The reasonable costs and expenses incurred bythe Trustee and the Liquidation Servicer in such sale shall be reimbursable tothe Trustee and the Liquidation Servicer as provided in **Section 8.05**.

###  

## **SECTION 9.02**         Optional Purchase and FinalTermination Date of Investor Certificates of Any Series.

## ** **

### (a)           On any Distribution Date during the Amortization Period with respectto any Series on which the Invested Amount (or such other amount as may be setforth in the related Supplement) of such Series is reduced to an amount equalto or less than ten percent (10%) of the Initial Invested Amount (or such otheramount as may be set forth in the related Supplement) for such Series as of theday preceding the beginning of such Amortization Period, the Master Servicer shallhave the option to repurchase the entire Investor Certificateholders’ Interestof such Series, at a purchase price equal to (i) the outstanding InvestedAmount of the Investor Certificates of such Series plus (ii) amounts due inrespect thereof through such Distribution Date (after giving effect to anypayment of principal and monthly interest on such date of purchase) plus (iii)all other amounts payable to all Investor Certificateholders of such Seriesunder the related Supplement (such purchase price, the “**Clean-UpCall Repurchase Price**”). The amount of the Clean-Up Call RepurchasePrice will be deposited and credited to the applicable Series ConcentrationAccount for such Series on such Distribution Date in immediately availablefunds and will be passed through in full to the applicable InvestorCertificateholders. In the event that the Master Servicer fails for any reasonto deposit the Clean-Up Call Repurchase Price for such Receivables, theInvestor Certificateholders’ Interest in the Receivables will continue andmonthly payments will continue to be made to the Investor Certificateholders.

###  

### (b)           The amount deposited pursuant to **Section9.02(a)** shall be paid to the Investor Certificateholders of therelated Series pursuant to **Article III** onthe Distribution Date following the date of such deposit. All InvestorCertificates of a Series which are purchased by the Company pursuant to **Section 9.02(a)** shall be delivered by the Company upon suchpurchase to, and be cancelled by

 

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### (inaccordance with the written directions of the Company), the Transfer Agent andRegistrar and be disposed of in a manner satisfactory to the Trustee and theCompany.

###  

### (c)           All amounts due with respect to any Series of Investor Certificatesshall be due and payable no later than the Series Termination Date with respectto such Series. Unless otherwise provided in a Supplement, in the event thatthe Invested Amount of any Series of Investor Certificates is greater than zeroon its Series Termination Date (after giving effect to all transfers,withdrawals, deposits and drawings to occur on such date and the payment ofamounts due to be made on such Series on such date), the Company as beneficialowner of the Receivables acknowledges that the Trustee may in pursuance of thesecurity interest granted hereunder sell or cause to be sold, in accordancewith the directions of the Investor Certificateholders representing more than50% of the Invested Amount of such Series (upon which the Trustee mayconclusively rely) Receivables with an aggregate principal amount approximatelyequal to the Outstanding Invested Amount of such Series and pay the proceeds toall Investor Certificateholders of such Series *pro rata*(except that unless expressly provided to the contrary in the relatedSupplement, no payment shall be made to Investor Certificateholders of anyClass of any Series that is by its terms subordinated to any other Class untilsuch senior Class of Investor Certificates have been paid in full) in paymentof amounts due on such Series of Investor Certificates, **provided**,**however**, in furtherance and withoutlimiting the generality of **Section 8.01(d)**,the Trustee shall have the right to obtain, before acting in accordance withany such direction of the Investor Certificateholders, such reasonableindemnity from the Investor Certificateholders as the Trustee may requireagainst the costs, expenses and liabilities that may be incurred in so acting.Absent such direction from the Funding Agents of the InvestorCertificateholders representing more than 50% of the Invested Amount of suchSeries or absent such reasonable indemnity as the Trustee may require inconnection with such direction, the Trustee shall continue to hold theParticipation Assets in accordance with the terms of the Pooling and ServicingAgreements until the Trust Termination Date (or until a majority of theInvestor Certificateholders shall otherwise direct the Trustee); **provided** that the terms of this Agreement, the relatedSupplement and the Servicing Agreement shall be deemed to remain in full forceand effect, except that no additional Receivables shall be allocated withrespect to such Series. The reasonable costs and expenses incurred by theTrustee and the Liquidation Servicer in such sale shall be reimbursable to theTrustee and the Liquidation Servicer as provided in **Section 8.05**.Any proceeds of such sale in excess of such amounts due in respect thereofshall be paid, *pro rata*, to the holders of theExchangeable Company Interest (other than Huntsman International or any of itsAffiliates), unless and to the extent otherwise specified in any applicableSupplement. Upon such Series Termination Date with respect to the applicableSeries, final payment of all amounts allocable to any Investor Certificates ofsuch Series shall be made in the manner provided in this **Section 9.02**.

 

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## **SECTION 9.03**           Final Payment with Respect to Any Series.

## ** **

### (a)           Written notice of any termination, specifying the Distribution Dateupon which the Investor Certificateholders of any Series may surrender theirInvestor Certificates for payment of the final distribution with respect tosuch Series and cancellation, shall be given (subject to at least 30 days’prior written notice from the Master Servicer to the Trustee containing allinformation required for the Trustee’s notice or such shorter period as isacceptable to the Trustee) by the Trustee to Investor Certificateholders ofsuch Series mailed not later than the fifth day of the month of such finaldistribution specifying (i) the Distribution Date upon which final payment ofthe Investor Certificates will be made upon presentation and surrender ofInvestor Certificates at the office or offices therein designated, (ii) theamount of any such final payment and (iii) that the Record Date otherwiseapplicable to such Distribution Date is not applicable, payments being madeonly upon presentation and surrender of the Investor Certificates at the officeor offices therein specified. The Master Servicer’s notice to the Trustee inaccordance with the preceding sentence shall be accompanied by a ResponsibleOfficer’s certificate setting forth the information specified in **Section 4.03** of the Servicing Agreement covering the periodduring the then current calendar year through the date of such notice. TheTrustee shall give such notice to the Transfer Agent and Registrar and thePaying Agent at the time such notice is given to such InvestorCertificateholders.

###  

### (b)           Notwithstanding the termination of the Trust pursuant to **Section 9.01(a)** or the occurrence of the Series TerminationDate with respect to any Series pursuant to **Section 9.02**,all funds then on deposit in the Collection Accounts (but only to the extentnecessary to pay all outstanding and unpaid amounts to Holders) shall continueto be held in trust for the benefit of the Holders and the Paying Agent or theTrustee shall pay such funds to the Investor Certificateholders upon surrenderof their Investor Certificates in accordance with the terms hereof. AnyInvestor Certificate not surrendered on the date specified in **Section 9.03(a)(i)** shall cease to accrue any amounts dueprovided for such Investor Certificate from and after such date. In the eventthat all of the Investor Certificateholders shall not surrender their InvestorCertificates for cancellation within six (6) months after the date specified inthe above-mentioned written notice, the Trustee shall give a second writtennotice to the remaining Investor Certificateholders of such Series to surrendertheir Investor Certificates for cancellation and receive the final distributionwith respect thereto. If within one (1) year after the second notice all theInvestor Certificates of such Series shall not have been surrendered forcancellation, the Trustee may take appropriate steps, or may appoint an agent totake appropriate steps, to contact the remaining Investor Certificateholders ofsuch Series concerning surrender of their Investor Certificates, and the costthereof shall be paid out of the funds in the related Series ConcentrationAccount held for the benefit of such Investor Certificateholders. The Trusteeand the Paying Agent shall pay, *pro rata*, tothe holders of the Exchangeable Company Interest upon request any monies heldby them for the payment of amounts due in respect thereof that remains unclaimedfor two (2) years and neither the Trustee nor the Paying Agent shall be liableto any Investor Certificateholder for such payment to the Company upon itsrequest. After such payment to the Company, Holders entitled to the money mustlook to the Company for

 

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### paymentas general creditors unless an applicable abandoned property law designatesanother Person.

###  

### (c)           All Investor Certificates surrendered for payment of the finaldistribution with respect to such Investor Certificates and cancellation shallbe cancelled by the Transfer Agent and Registrar and be disposed of in acustomary manner satisfactory to the Trustee.

###  

## **SECTION 9.04**           The Company’s Termination Rights.

## ** **

Upon the termination of the Trust pursuantto **Section 9.01** and payment to the Trustee(in its capacity as such) of all amounts owed to it under any Pooling andServicing Agreement, the Trustee shall release the security interest of theTrust in the Participation Assets, whether then existing or thereafter created,and all proceeds thereof except for amounts held by the Trustee pursuant to **Section 9.03(b)**. The Trustee shall execute and deliver suchinstruments in each case without recourse, representation or warranty, as shallbe reasonably requested by the Company to effect the release of all right,title and interest which the Trust had in the Participation Assets.

 

# **ARTICLEX**

#  

# **MISCELLANEOUSPROVISIONS**

#  

## **SECTION 10.01**         Amendment.

## ** **

### (a)           Subject to **Section 10.01(c)**,this Agreement, the Servicing Agreement and each Supplement in respect of anoutstanding Series (collectively, the “**Pooling and ServicingAgreements**”) may be amended in writing from time to time by theMaster Servicer, the Company and the Trustee with the written consent of each FundingAgent with respect to any Outstanding Series, and without the consent of anyHolder, to cure any ambiguity, to correct or supplement any provisions hereinor therein which may be inconsistent with any other provisions herein or thereinor to add any other provisions hereto or thereto to change in any manner oreliminate any of the provisions with respect to matters or questions raisedunder any Pooling and Servicing Agreement which shall not be inconsistent withthe provisions of any Pooling and Servicing Agreement; **provided**,**however**, that such action shall not, asevidenced by a Responsible Officer’s certificate of the Company delivered tothe Trustee, have a Material Adverse Effect with respect to the Company (but,to the extent that the determination of whether such action would have aMaterial Adverse Effect with respect to the Company requires a conclusion as toa question of law, an Opinion of Counsel shall be delivered to the Trustee inaddition to such Responsible Officer’s certificate); **provided**,**further** any amendment that is enteredinto to provide additional Enhancement for any Outstanding Series or to conformto regulations issued by the Internal Revenue Service shall be deemed to haveno Material Adverse Effect with respect to the Company. The Trustee may, butshall not be obligated to, enter into any such amendment pursuant to this **Section 10.01(a)**or **Section 10.01(b)**which affects the Trustee’s rights, duties or immunities under any Pooling andServicing Agreement or otherwise.

 

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### (b)           Subject to **Section 10.01(c)**,any Pooling and Servicing Agreement and, to the extent provided in any Poolingand Servicing Agreement, any other agreement relating to the Receivables mayalso be amended (other than in the circumstances referred to in **Section 10.01(a))**in writing from time to time by the MasterServicer, the Company and the Trustee with the consent of the Funding Agent(s) representingInvestor Certificateholders of more than 50% of the Aggregate Invested Amountfor the purpose of adding any provisions to or changing in any manner oreliminating any of the provisions of such Pooling and Servicing Agreement orsuch other agreement or of modifying in any manner the rights of Holders of anySeries then issued and outstanding; **provided**, **however**, that no such amendment shall (i) reduce in anymanner the amount of, or delay the timing of, distributions which are requiredto be made on any Investor Certificate of such Series without the consent ofsuch Investor Certificateholder of such Series; (ii) change the definition ofor the manner of calculating the interest of any Investor Certificateholder ofsuch Series without the consent of such Investor Certificateholder; or (iii)reduce the aforesaid percentage of the Invested Amount of any adverselyaffected Series or Class the Holders of which are required to consent to anysuch amendment without the consent of all Investor Certificateholders of eachSeries adversely affected in any material respect.

###  

### (c)           Notwithstanding anything in this **Section10.01** to the contrary, the Supplement with respect to any Series maybe amended on the terms and with the procedures provided in such Supplement.

###  

### (d)           It shall not be necessary for the consent of InvestorCertificateholders under **Section 10.01(b)**to approve the particular form of any proposed amendment, but it shall besufficient if such consent shall approve the substance thereof. The manner ofobtaining such consents and of evidencing the authorization of the executionthereof by Investor Certificateholders shall be subject to such reasonablerequirements as the Trustee may prescribe.

###  

### (e)           In executing or accepting any amendment pursuant to this **Section 10.01**, the Trustee shall, upon request, be entitledto receive and rely upon (i) an Opinion of Counsel stating that such amendmentis authorized pursuant to a specific provision of a Pooling and ServicingAgreement and complies with such provision, (ii) a certificate from aResponsible Officer of the Company stating that (A) such amendment shall notadversely affect the interests of the Holders of any outstanding InvestorCertificates in any material respect except for Holders of the Series whoseconsent to such amendment has been obtained in accordance with **Section 10.01(b)** and (B) all conditions precedent to theexecution and delivery of such amendment shall have been satisfied in full and(iii) a Tax Opinion.

###  

### (f)            Promptly after the execution of any amendment pursuant to **Section 10.01**, the Trustee shall furnish writtennotification of the substance of such amendment to each InvestorCertificateholder of each Outstanding Series (or with respect to an amendmentof a Supplement, to each Investor Certificateholder of the applicable Series),and the Master Servicer shall furnish written notification of the substance ofsuch amendment to each Funding Agent.

 

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## **SECTION 10.02**                                       Protection of Right, Title and Interest to Trust.

 

The Company (or the Master Servicer onbehalf of the Company) shall cause each Pooling and Servicing Agreement, allamendments thereto and/or all financing statements and continuation statementsand any other necessary documents covering the Holders’ and the Trustee’sright, title and interest to the Trust and the Participation Assets to bepromptly recorded, registered and filed, and at all times to be kept recorded,registered and filed, all in such manner and in such places as may be requiredby law fully to preserve and protect the right, title and interest of theTrustee hereunder to all property comprising the Trust. The Company (or theMaster Servicer on behalf of the Company) shall deliver to the Trustee copiesof, or filing receipts for, any document recorded, registered or filed asprovided above, as soon as available following such recording, registration orfiling. In the event that the Master Servicer fails to file such financing orcontinuation statements and the Trustee has received an Opinion of Counsel, atthe expense of the Company, that such filing is necessary to fully preserve andto protect the Trustee’s right, title and interest in any Participation Assetthen the Trustee shall have the right to file the same on behalf of the MasterServicer, the Company and the Trustee shall be reimbursed and indemnified bythe Company for making such filing. The Company shall cooperate fully with theMaster Servicer in connection with the obligations set forth above and willexecute any and all documents reasonably required to fulfill the intent of this**Section 10.02**.

 

### (a)                                  Thedeath or incapacity of any Holder shall not operate to terminate this Agreementor the Trust, nor shall such death or incapacity entitle such Holder’s legalrepresentatives or heirs to claim an accounting or to take any action orcommence any proceeding in any court for a partition or winding up of theTrust, nor otherwise affect the rights, obligations and liabilities of theparties hereto or any of them.

###  

### (b)                                 Exceptwith respect to the Investor Certificateholders as expressly provided in anyPooling and Servicing Agreement, no Holder shall have any right to vote or inany manner otherwise control the operation and management of the Trust, or theobligations of the parties hereto; nor shall any Holder be under any liabilityto any third person by reason of any action taken by the parties to thisAgreement pursuant to any provision hereof.

###  

### (c)                                  NoHolder shall have any right by virtue of any provisions of this Agreement toinstitute any suit, action or proceeding in equity or at law upon or under orwith respect to this Agreement, unless such Holder previously shall have givento the Trustee written request to institute such action, suit or proceeding inits own name as Trustee hereunder and shall have offered to the Trustee suchreasonable indemnity as it may require against the costs, expenses andliabilities to be incurred therein or thereby, and the Trustee, for 60 daysafter its receipt of such notice, request and offer of indemnity, shall haveneglected or refused to initiate any such action, suit or proceeding; it beingunderstood and intended, and being expressly covenanted by each Holder withevery other Holder and the Trustee, that no one or more Holder(s) shall haveany right in any manner whatever by virtue or by availing itself or themselvesof any provisions of the Pooling and Servicing Agreements to affect, disturb orprejudice the rights of any other of the Interests, or to obtain or seek toobtain priority over or preference to any other such Holder, or to enforce anyright under this Agreement, except in the manner herein provided and for theequal,

 

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### ratableand common benefit of all Holders. For the protection and enforcement of theprovisions of this **Section 10.02**,each and every Holder and the Trustee shall be entitled to such relief as canbe given either at law or in equity.

 

### (d)                                 Bytheir acceptance of Interests pursuant to this Agreement and the applicableSupplement, the Holders agree to the provisions of this **Section10.02**.

 

## **SECTION 10.03**                                       Governing Law.

 

THIS AGREEMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUTREFERENCE TO ANY CONFLICTS OF LAWS PRINCIPLES OTHER THAN SECTION 5-1401 OF THENEW YORK GENERAL OBLIGATIONS LAW, EXCEPT TO THE EXTENT THAT ISSUES OFPERFECTION ARE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION.

 

## **SECTION 10.04**                                       Notices.

 

All notices, requests and demands to orupon the respective parties hereto to be effective shall be in writing(including by telecopy), and, unless otherwise expressly provided herein, shallbe deemed to have been duly given or made when delivered by hand, or three daysafter being deposited in the mail, postage prepaid, or, in the case of telecopynotice, when received, addressed as follows (i) in the case of the Company, theMaster Servicer and the Trustee, or to such other address as may be hereafternotified by the respective parties hereto:

 

The Company:

 

Huntsman Receivables Finance LLC

c/o Huntsman International LLC

500 Huntsman Way

Salt Lake City, Utah 84108

Attention: Office of General Counsel

Telephone No.: 1 (801) 532-5700

Facsimile No.: 1 (801) 584-5782

with a copy to the Master Servicer

 

The Master Servicer:

 

Huntsman (Europe) BVBA

 

Everslaan 45

B-3078 Everberg

Belgium

Attention: Treasury Department

Phone No.: 32 2 758 9211

Facsimile No.: 32 2 759 5501

 

The Trustee:

 

J.P. Morgan Bank (Ireland) plc

JPMorgan House

International Financial Services Centre

Dublin 1, Ireland

Attention: Michael Drew

Telephone No. +353 1 612 3238

Facsimile No. +353 1 612 5777

 

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Any notice required or permitted to bemailed to a Holder shall be given by first-class mail, postage prepaid, at theaddress of such Holder as shown in the Certificate Register, the ExchangeRegister or the Subordinated Interest Register, as the case may be. Any noticeso mailed within the time prescribed in any Pooling and Servicing Agreementshall be conclusively presumed to have been duly given, whether or not theHolder receives such notice. With respect to service of process in the UnitedStates, the Master Servicer and the Trustee hereby appoint CT Corporation astheir respective agent for service of process in the United States.

 

## **SECTION 10.05**                                       Severability of Provisions.

 

If any one or more of the covenants,agreements, provisions or terms of any Pooling and Servicing Agreement shallfor any reason whatsoever be held invalid, then such covenants, agreements,provisions or terms shall be deemed severable from the remaining covenants,agreements, provisions or terms of such Pooling and Servicing Agreement andshall in no way affect the validity or enforceability of the other provisionsof any Pooling and Servicing Agreement or of the Investor Certificates orrights of the Holders.

 

## **SECTION 10.06**                                       Assignment.

 

Notwithstanding anything to the contrarycontained herein, except as provided in **Section 5.03** ofthe Servicing Agreement, no Pooling and Servicing Agreement, nor any rights orinterests thereunder, may be assigned by the Company or the Master Servicerwithout the prior written consent of the Funding Agent(s) representing morethan 50% of the Aggregate Invested Amount.

 

## **SECTION 10.07**                                       Investor Certificates Nonassessable and Fully Paid.

 

It is the intention of the parties to eachPooling and Servicing Agreement that the Investor Certificateholders shall notbe personally liable for obligations of the Trust, that the interests in theTrust represented by the Investor Certificates shall be nonassessable for anylosses or expenses of the Trust or for any reason whatsoever and that InvestorCertificates upon authentication thereof by the Trustee pursuant to **Section 5.02** are and shall be deemed fully paid.

 

## **SECTION 10.08**                                       Further Assurances.

 

Each of the Company, the Servicer Guarantorand the Master Servicer hereby agree to do and perform, from time to time, anyand all acts (including but not limited to notifying related Obligors to theextent necessary to perfect the grant of any Participation hereunder by theCompany to the Trust, except to the extent that the relevant UCC and othersimilar laws (to the extent applicable) permit the Company (or its assignees)to provide such notification subsequent to the applicable ReceivablesOrigination Date without materially impairing the Trust’s Participation andsecurity interest in the Participation Assets and without incurring materialexpenses in connection with such notification) and to execute any and allfurther instruments required or reasonably requested by the Trustee more fullyto effect the purposes

 

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of each Pooling and Servicing Agreement,including the execution of any financing statements or continuation statementsrelating to the Receivables for filing under the provisions of the UCC (orother applicable laws) of any applicable jurisdiction.

 

## **SECTION 10.09**                                       No Waiver; Cumulative Remedies.

 

No failure to exercise and no delay inexercising, on the part of the Trustee or the Investor Certificateholders, anyright, remedy, power or privilege hereunder shall operate as a waiver thereof;nor shall any single or partial exercise of any right, remedy, power orprivilege hereunder preclude any other or further exercise thereof or theexercise of any other right, remedy, power or privilege. The rights, remedies,powers and privileges herein provided are cumulative and not exhaustive of anyrights, remedies, powers and privileges provided by law.

 

## **SECTION 10.10**                                       Counterparts.

 

This Agreement may be executed in two ormore counterparts (and by different parties on separate counterparts), each ofwhich shall be an original, but all of which together shall constitute one andthe same instrument.

 

## **SECTION 10.11**                                       Third-Party Beneficiaries.

 

This Agreement will inure to the benefit ofand be binding upon the parties hereto and the Holders and their respectivesuccessors and permitted assigns. Except as provided in this **Section 10.11** and in any Supplement, no other Person willhave any right or obligation hereunder.

 

## **SECTION 10.12**                                       Actions by Investor Certificateholders.

 

### (a)                                  Whereverin any Pooling and Servicing Agreement a provision is made that an action maybe taken or a notice, demand or instruction given by InvestorCertificateholders, such action, notice or instruction may be taken or given byany Investor Certificateholders of any Series, unless such provision requires aspecific percentage of Investor Certificateholders of a certain Series or allSeries.

###  

### (b)                                 Anyrequest, demand, authorization, direction, notice, consent, waiver or other actby an Investor Certificateholder shall bind such Investor Certificateholder andevery subsequent Holder of such Investor Certificate issued upon theregistration of transfer thereof or in exchange therefor or in lieu thereof inrespect of anything done or omitted to be done by the Trustee, the Company andthe Master Servicer in reliance thereon, whether or not notation of such actionis made upon such Investor Certificate.

 

## **SECTION 10.13**                                       Merger and Integration.

 

Except as specifically stated otherwiseherein, this Agreement sets forth the entire understanding of the partiesrelating to the subject matter hereof, and all prior understandings, written ororal, are superseded by this Agreement and the Servicing Agreement. ThisAgreement and the Servicing Agreement may not be modified, amended, waived, orsupplemented except as provided herein.

 

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## **SECTION 10.14**                                       Headings.

 

The headings herein are for purposes ofreference only and shall not otherwise affect the meaning or interpretation ofany provision hereof.

 

## **SECTION 10.15**                                       No Setoff.

 

Except as expressly provided in thisAgreement or any other Transaction Document, the Trustee agrees that it shallhave no right of setoff or banker’s lien against, and no right to otherwisededuct from, any funds held in the Collection Accounts or the CompanyConcentration Accounts for any amount owed to it by the Company, the MasterServicer or any Holder.

 

## **SECTION 10.16**                                       No Bankruptcy Petition.

 

Each of the Trustee (for itself and onbehalf of the Holders) and the Master Servicer hereby covenant and agree thatit will not institute against, or join any other Person in instituting against,the Company any bankruptcy, reorganization, arrangement, insolvency orliquidation proceedings, or other proceedings (including, but not limited to,petitioning for the declaration of the Company’s assets en désastre) under anyApplicable Insolvency Laws.

 

## **SECTION 10.17**                                       Limitation of Liability.

 

It is expressly understood and agreed bythe parties hereto that (a) each Pooling and Servicing Agreement is executedand delivered by the Trustee, not individually or personally but solely asTrustee of the Trust, in the exercise of the powers and authority conferred andvested in it, (b) except with respect to **Section 8.15**the representations, undertakings and agreements herein made on the part of theTrust are made and intended not as personal representations, undertakings andagreements by the Trustee, but are made and intended for the purpose of bindingonly the Trust, (c) nothing herein contained shall be construed as creating anyliability on the Trustee, individually or personally, to perform any covenanteither expressed or implied contained herein, all such liability, if any, beingexpressly waived by the parties who are signatories to this Agreement and byany Person claiming by, through or under such parties; **provided**,**however**, the Trustee shall be liable inits individual capacity for its own willful misconduct or gross negligence andfor any tax assessed against the Trustee based on or measured by any fees,commission or compensation received by it for acting as Trustee and (d) underno circumstances shall the Trustee be personally liable for the payment of anyindebtedness or expenses of the Trust or be liable for the breach or failure ofany obligation, representation, warranty or covenant made or undertaken by theTrust under any Pooling and Servicing Agreement; **provided**,**further**, that this **Section10.17** shall survive the resignation or removal of the Trustee.

 

Except as otherwise provided hereunder,each of Huntsman International, the Company and the Master Servicer severallyhereby agrees to indemnify and hold harmless the Trustee, the Trust (for thebenefit of the Holders) and the Holders (each, an “**IndemnifiedPerson**”) from and against any loss, liability, expense, damage orinjury suffered or sustained by reason of any acts, omissions or alleged actsor omissions arising out of, or relating to, activities of the Company pursuantto any Pooling and Servicing Agreement to which it is a party, including anyjudgment, award, settlement, reasonable attorneys’ fees and other reasonablecosts or expenses incurred in connection with the defense of any actual orthreatened action, proceeding or claim, except to the extent such loss, liability,expense, damage or injury

 

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resulted from the gross negligence, badfaith or willful misconduct of an Indemnified Person or resulted from theperformance of any Receivable, market fluctuations or other market orinvestment risk not attributable to acts or omissions or alleged acts oromissions of the Company; **provided**, **however**, that any payments to be made by the Companypursuant to this **Section 10.17** shall be CompanySubordinated Obligations.

 

## **SECTION 10.18**                                       Certain Information.

 

The Master Servicer and the Company shallpromptly provide to the Trustee such information in computer tape, hard copy orother form regarding the Receivables as the Trustee may reasonably determine tobe necessary to perform its obligations hereunder.

 

## **SECTION 10.19**                                       Responsible Officer Certificates; No Recourse.

 

Any certificate executed and delivered by aResponsible Officer of the Master Servicer, the Company or the Trustee pursuantto the terms of the Transaction Documents shall be executed by such ResponsibleOfficer not in an individual capacity but solely in his or her capacity as anofficer of the Company or the Trustee, as applicable, and such ResponsibleOfficer will not be subject to personal liability as to matters contained inthe certificate. A director, officer, employee or shareholder, as such, of theCompany shall not have liability for any obligation of the Company hereunder orunder any Transaction Document or for any claim based on, in respect of, or byreason of, any Transaction Document, unless such claim results from the grossnegligence, fraudulent acts or willful misconduct of such director, officer,employee or shareholder.

 

## **SECTION 10.20**                                       Effectiveness of this Agreement.

 

This Second Amended and Restated PoolingAgreement shall come into effect only upon the occurrence of the Series 2001-1 RedemptionDate, at which time the existing Amended and Restated Pooling Agreement dated June26, 2001 (the “**Existing Agreement**”) will be of nofurther force and effect except as to evidence the creation of trusts,participations and security interests thereunder and the incurrence ofobligations thereunder. Notwithstanding anything in this **Section10.20** to the contrary (a) **Section 2.07(q)**through **(u)** of the Existing Agreement shallcontinue to have force and effect but only in relation to Relevant Documents(as defined for the purposes of the Existing Agreement) executed beforeDecember 1, 2003 and (b) all provisions of the Existing Agreement relating tothe Stamp Duty Reserve Accounts (as defined for the purposes of the ExistingAgreement) (including, without limitation, provisions relating to theestablishment and maintenance of, and the grant of security under, suchaccounts) shall continue to have force and effect.

 

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**IN WITNESS WHEREOF**, the Company, the Master Servicer and the Trustee have caused thisAgreement to be duly executed by their respective officers as of the day andyear first above written.

 
| **HUNTSMAN RECEIVABLES FINANCE LLC**,                    |
|----------------------------------------------------------|
| as the Company                                           |
|                                                     |
|                                                     |
| By:                                                      | /s/ SEAN DOUGLAS |   |
|                                                     | Name: Sean Douglas |   |
|                                                     | Title: Vice President and Treasurer |   |
|                                                     |
|                                                     |
| **HUNTSMAN (EUROPE) BVBA**,                              |
| as Master Servicer                                       |
|                                                     |
|                                                     |
| By:                                                      | /s/ CHRISTOPHE STRUYVELT |   |
|                                                     | Name: Christophe Struyvelt |   |
|                                                     | Title: Manager |   |
|                                                     |
|                                                     |
| **J.P. MORGAN BANK (IRELAND) plc,**                      |
| not in its individual capacity but solely as Trustee     |
|                                                     |
|                                                     |
| By:                                                      | /s/ FRANCIS DE CARRIÈRE |   |
|                                                     | Name: Francis De Carrière |   |
|                                                     | Title: Manager |   |
|                                                     |
|                                                     |
| **HUNTSMAN INTERNATIONAL LLC**,                          |
| Acknowledged and agreed to with respect                  |
| to **Sections 5.03**,  **6.03**, **7.01**  and **10.17** |
|                                                     |
|                                                     |
| By:                                                      | /s/ SEAN DOUGLAS |   |
|                                                     | Name: Sean Douglas |   |
|                                                     | Title: Vice President and Treasurer |   |

 

78

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**Execution Copy**

 

**ANNEX XtoPooling 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 greatestof (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect onsuch day **plus** 1% and (c) theFederal Funds Effective Rate in effect on such day **plus** 1⁄2 of 1%. If for any reason, the relevant Funding Agentshall have determined (which determination shall be conclusive absent manifesterror) that it is unable to ascertain the Base CD Rate or the Federal FundsEffective Rate or both for any reason, including the inability or failure ofthe relevant Funding Agent to obtain sufficient quotations in accordance withthe terms of the definitions thereof, the ABR shall be determined withoutregard to **clause (b)** or **(c)**, or both, of the immediately precedingsentence, as appropriate, until the circumstances giving rise to such inabilityno longer exist. Any change in the ABR due to a change in the Prime Rate, theBase CD Rate or the Federal Funds Effective Rate shall be effective on theeffective date of such change in the Prime Rate, the Base CD Rate or theFederal Funds Effective Rate, respectively. The term “**Prime Rate**” shall mean the rate of interestper annum publicly announced from time to time by the relevant Funding Agent asits prime rate in effect at its principal office in New York City; each changein the Prime Rate shall be effective on the date such change is publiclyannounced as being effective. The term “**BaseCD****Rate**” shall mean thesum 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 depositreported as being in effect on such day (or, if such day shall not be aBusiness Day, the next preceding Business Day) by the Board of Governorsthrough the public information telephone line of the Federal Reserve Bank ofNew York (which rate will, under the current practices of the Board ofGovernors, be published in Federal Reserve Statistical Release H.15(519) duringthe week following such day), or, if such rate shall not be so reported on suchday or such next preceding Business Day, the average of the secondary marketquotations for three-month certificates of deposit of major money center banksin New York City received at approximately 10:00 a.m. New York City time, onsuch day (or, if such day shall not be a Business Day, on the next precedingBusiness Day) by the relevant Funding Agent from three negotiable certificateof deposit dealers in New York City of recognized standing selected by it.

 

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

 

“**Accumulation Period**” shall have, with respect to anyOutstanding Series, the meaning assigned to such term in the relatedSupplement.

 

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

 

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

 

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

 

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“**Adjusted Invested Amount**” shall have, with respect to anyOutstanding Series, the meaning assigned to such term in the relatedSupplement.

 

“**Adjustment Payments**” shall mean the collective reference topayments of Originator Adjustment Payment, Originator Dilution AdjustmentPayment or Originator Indemnification Payment, any Contributor AdjustmentPayment, Contributor Dilution Adjustment Payment or Contributor IndemnificationPayment, and (iii) any other payment made in accordance with **Sections 2.05**and **2.06** (or corresponding section) of theapplicable 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 controlledby, or is under common control with, such specified Person. For purposes ofthis definition “**control**” of a Personmeans the possession, directly or indirectly, of the power to direct or causethe direction of the management and policies of such Person, whether throughthe ownership of voting securities or otherwise, and the terms “**controlling**” and “**controlled**” have meanings correlative tothe foregoing.

 

“**Aged Receivables Ratio**” shall mean, as of the last day of eachSettlement Period, the percentage equivalent of a fraction, the numerator ofwhich shall be the sum of (a) the aggregate unpaid balance of Receivablescontributed by the Contributor to the Company (and with respect to which theCompany 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 Receivablesthat were charged off as uncollectible prior to the day that is 61 days afterits original due date during such Settlement Period, and the denominator ofwhich shall be the aggregate Principal amount of Receivables contributed by theContributor to the Company (and with respect to which the Company has grantedthe Participation and a security interest to the Trust) during the third priorSettlement Period (including the Settlement Period ended on such day).

 

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

 

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

 

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

 

“**Aggregate Initial Daily Collections**” shall mean, with respectto any Business Day, the aggregate amount of all Collections deposited into theCollection Accounts.

 

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

 

2

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“**Aggregate Obligor Country Overconcentration Amount**” shallmean, on any date of determination, the aggregate Principal Amount ofnon-Defaulted Receivables due from Obligors in Approved Obligor Countrieswhich, when expressed as a percentage of the Principal Amount of all EligibleReceivables in the Trust at such date of determination, exceeds the ApprovedObligor Country Overconcentration Limit.

 

“**Aggregate Obligor Overconcentration Amount**” shall mean, on anydate of determination, the Principal Amount of non-Defaulted Receivables duefrom an Eligible Obligor and with respect to which a Participation has beengranted by the Company to the Trust at such date, that when expressed as apercentage of the Principal Amount of all Eligible Receivables in the Trust atsuch date of determination, exceeds the Obligor Limit set forth in **Schedule 3** to the Pooling Agreement underheading (E) “**Obligor Limit**”.

 

“**Aggregate Originator Country Overconcentration Amount**” shallmean, on any date of determination, the aggregate Principal Amount ofnon-Defaulted Receivables sold by an Approved Originator which, when expressedas a percent of the Principal Amount of all Eligible Receivables in the Trustat such date of determination, exceeds the Approved Originator CountryOverconcentration Limit.

 

“**Aggregate Receivables Amount**” shall mean, on any date ofdetermination, without duplication, the aggregate Principal Amount of allEligible Receivables owned by the Company at the end of the Business Dayimmediately preceding such date **minus**(i)  the Aggregate ObligorOverconcentration Amount; (ii) the Aggregate Obligor Country OverconcentrationAmount; (iii) the Aggregate Originator Country Overconcentration Amount; (iv)an amount equal to Timely Payment Accruals and Commission Accruals; (v) anamount equal to the Volume Rebate Accrual; and (vi) the Potential OffsetAmount.

 

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

 

“**Allocable Charged-Off Amount**” shall have, with respect to anySeries, the meaning assigned in **Section3.01(g)(i)(A)** of the Pooling Agreement as modified by any Supplementfor such Series.

 

“**Allocable Recoveries Amount**” shall have, with respect to anySeries, the meaning assigned in **Section3.01(g)(i)(B)** of the Pooling Agreement as modified by any Supplementfor such Series.

 

“**Allocated Receivables Amount**” shall have, with respect to anyOutstanding Series, the meaning assigned in the related Supplement for suchOutstanding Series.

 

“**Amortization Period**” shall have, with respect to anyOutstanding Series, the meaning assigned to such term in the related Supplementfor such Outstanding Series.

 

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

 

“**Applicable Notice Provisions”** shall mean the notice provisionsset forth in **Section 8.11**(orcorresponding section)** **of the applicable OriginationAgreement.

 

3

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

 

“**Appropriate Rating**” shall mean (i) the rating required tomaintain the existing rating, whether direct or indirect, on each Outstanding Series of Investor Certificatesand 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 thedirection of the Funding Agent(s).

 

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

 

“**Approved Contract Jurisdiction**” shall mean (i) on the InitialIssuance Date, the jurisdictions set forth in the Receivables Specification andException Schedule attached to the Pooling Agreement as Schedule 3 underheading (B) “**Approved Contract Jurisdictions**”,representing jurisdictions the law of which may govern Contracts and (ii) afterthe Initial Issuance Date, any additional contract jurisdiction added inaccordance with **Section 2.09** ofthe Pooling Agreement.

 

“**Approved Currency**” shall mean (i) initially, United StatesDollars, Pound Sterling, and Euro and (ii) any additional legal currency addedin accordance with **Section 2.09** ofthe Pooling Agreement.

 

“**Approved Obligor Country**” shall mean (i) initially, thecountries set forth in the Receivables Specification and Exception Scheduleattached to the Pooling Agreement as **Schedule3** under heading (A) “**ApprovedObligor Country Limit**” and (ii) any Obligor Country which may beadded 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 set forth in the ReceivablesSpecification and Exception Schedule attached to the Pooling Agreement as **Schedule 3** under the heading “**Approved Obligor Countries**”, the percentageappearing next to the applicable ratings category of foreign currency ratingfor such country, such percentage representing with respect to each suchcountry the maximum aggregate percentage of Receivables that may constitute theTrust pool where the related Obligors are residents in such country.

 

“**Approved Originator**” shall mean (i) (A) with respect to theU.S. Originators, Tioxide Americas Inc., Huntsman Propylene Oxide Ltd., HuntsmanInternational Fuels L.P., Huntsman Ethyleneamines Ltd., Huntsman InternationalLLC, Huntsman Expandable Polymers Corporation LC, Huntsman PetrochemicalCorporation and Huntsman Polymers Corporation; and (B) with respect to theEuropean Originators, Huntsman Holland B.V., Tioxide Europe Limited, HuntsmanPetrochemicals (UK) Limited, Huntsman Surface Sciences UK Ltd., Tioxide EuropeS.r.l., Huntsman Surface Sciences Italia S.r.l., Huntsman Patrica S.r.l.,Tioxide Europe S.L., Huntsman Performance Products Spain, S.L., Tioxide EuropeS.A.S. and Huntsman Surface Sciences (France) S.A.S.; and (ii) any entity thatmay be approved as an Additional Originator pursuant to, and in accordancewith, the provisions of **Section 2.09**of the Pooling Agreement.

 

“**Approved Originator Country Overconcentration Limit**” shallmean, with respect to the country in which an Approved Originator is located asset forth in the Receivables Specification and Exception Schedule attached tothe Pooling Agreement as **Schedule 3**

 

4

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under heading (F) “**Approved Originator Country Overconcentration Limit**”,the percentage appearing next to the name of such country, such percentagerepresenting with respect to each such country the maximum aggregate percentageof Receivables that may constitute the Trust pool where the related ApprovedOriginators are residents in such country.

 

“**Approved Originator Joinder Agreement**” shall mean theagreement in the form of **Schedule 3**(orcorresponding schedule) attached to the applicable Origination Agreement.

 

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

 

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

 

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

 

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

 

“**Book-Entry Certificates**” shall mean Certificates evidencing abeneficial interest in the Investor Certificates, ownership and transfers ofwhich 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 whereuponbook-entry registration and transfer are no longer permitted and DefinitiveCertificates are issued to the Certificate Book-Entry Holders, such InvestorCertificates shall no longer be “Book-Entry Certificates.

 

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

 

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“**Business Day Received**” shall mean, except as otherwise setforth in the applicable Supplement, with respect to funds deposited in aCollection Account, such day of deposit.

 

**“CapitalStock”**means (i) withrespect to any Person that is a corporation, any and all shares, interests,participations or other equivalents (however designated and whether or notvoting) of corporate stock, including each class of common stock and preferredstock of such Person and (ii) with respect to any Person that is not acorporation, any and all partnership, membership or other equity interests ofsuch Person.

 

“**Certificate**” shall mean any certificate issued pursuant to thePooling Agreement or any Supplement.

 

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

 

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

 

“**Certificate Rate**” shall mean, with respect to any Series andClass of Investor Certificates, the percentage interest rate (or formula on thebasis of which such interest rate shall be determined) stated in the applicableSupplement.

 

“**Certificate Register**” shall mean the register maintainedpursuant to **Section 5.03(a)** of thePooling Agreement providing for the registration of the Investor Certificatesand transfers and exchanges thereof.

 

“**Change of Control**”****shallmean:

 

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

 

(b)                                 Continuing Directors cease to constitute atleast a majority of the members of the Board of Huntsman International or theBoard of any Parent Company.

 

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

 

“**Class**” shall mean, with respect to any Series, any one of theclasses of Investor Certificates of that Series as specified in the relatedSupplement.

 

“**Clean Up Call Repurchase Price**” shall have the meaning assignedin **Section 9.02(a)** of the PoolingAgreement.

 

“**Clearing Agency**” shall mean each organization registered as a“**clearing agency**” pursuant toSection 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 aClearing Agency effects transfers and pledges of securities deposited with suchClearing Agency.

 

“**Code**” shall mean the United States Internal Revenue Code of1986, as amended, and the rules and regulations promulgated thereunder fromtime to time.

 

“**Collection Account Agreements**” shall mean (i) on the EffectiveDate, 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 intoby the Company and an Eligible Institution, in each case in the form reasonablysatisfactory to each Funding Agent.

 

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

 

“**Collection Accounts**” shall mean the accounts established andmaintained by the Company in accordance with the Collection Account Agreementsand into which Collections shall be deposited.

 

“**Collections**” shall mean all collections and all amountsreceived in respect of the Receivables in which a Participation has beengranted to the Trust and in which a security interest was granted in favor ofthe Trustee for the benefit of the Certificateholders, including Recoveries,Adjustment Payments, indemnification payments made by the Master Servicer, andpayments received in respect of Dilution Adjustments, together with allcollections 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 ofReceivables and collections thereof (including collections evidenced by anaccount, note, instrument, letter of credit, security, contract, securityagreement, chattel paper, general intangible or other evidence of indebtednessor security, whatever is received upon the sale, exchange, collection or otherdisposition of, or any indemnity, warranty or guaranty payable in respect of,the foregoing and all “**proceeds**”of the Receivables as defined in **Section9-102(a)(64)** of the applicable UCC.

 

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

 

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

 

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

 

“**Company Concentration Accounts**” shall mean the accounts whichare established by the Trustee pursuant to **Section3.01(a)(i)** of the Pooling Agreement and set forth in Schedule 1 tothe 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 theCompany for commissions, fees, expenses, indemnifications, and all otherobligations and liabilities of every nature of the Company, from time to timeowed to the Trustee, each Funding Agent and the Investor Certificateholders,whether direct or indirect, absolute or contingent, due or to become due, ornow existing or thereafter incurred, whether on account of commissions, amountsowed and payable, incurred fees, indemnities, out of pocket costs or expenses(including all reasonable fees and disbursements of counsel) or otherwise whicharise under any Transaction Document.

 

“**Company Receipts Accounts**” shall mean the accounts establishedand maintained by the Company pursuant to **Section3.01(c)** of the Pooling Agreement and set forth in **Schedule 1** to the Pooling Agreement, whichare in existence from time to time and into which amounts due to the Companyunder the Pooling Agreement and any Supplement are deposited from time to time.

 

“**Company Subordinated Obligations**” shall mean any CompanyObligation or other liability designated as such in any Pooling and ServicingAgreement, each of which payment obligations and other liabilities shall (i) besubordinated and subject to the prior payment in full of all Company UnsubordinatedObligations then due, (ii) be made solely from funds available to the Companythat are not required to be applied to Company Unsubordinated Obligations thendue and (iii) not constitute a general recourse claim against the Company, butonly a claim against the Company to the extent of funds available to theCompany after satisfying all Company Unsubordinated Obligations then due.

 

“**Company Unsubordinated Obligations**” shall mean all CompanyObligations and other liabilities of the Company under any Pooling andServicing Agreement that are not designated as Company SubordinatedObligations.

 

“**Confidential Information**” shall have the meaning assigned tosuch term in **Section 8.16** of theContribution Agreement.

 

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

 

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

 

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

 

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

 

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

 

“**Contribution Agreement**” shall mean the Amended and RestatedContribution Agreement dated as of April 18, 2006, between HuntsmanInternational, as contributor, and the Company, as amended, supplemented orotherwise modified from time to time in accordance with the TransactionDocuments.

 

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

 

“**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 meaningassigned to such term in **Section 2.06(a)**of the Contribution Agreement.

 

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

 

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

 

“**Corporate Trust Office**” shall mean the principal office of theTrustee at which at any particular time its corporate trust business shall beadministered, which office at the Effective Date is located at JPMorgan House,International Financial Services Centre, Dublin 1, Ireland.

 

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

 

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

 

“**CT Corporation**” shall mean CT Corporation Inc.

 

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“**Daily Report**” shall mean a report prepared by the Master Servicerpursuant to **Section 4.01** of theServicing Agreement on each Business Day, substantially in the form of **Exhibit B** attached to the PoolingAgreement.

 

“**Days Sales Outstanding**” shall mean, as of any SettlementReport Date and continuing until (but not including) the next Settlement ReportDate, the number of days equal to the product of (i) 91 and (ii) the amountobtained by dividing (A) the aggregate Principal Amount of Receivables as ofthe last day of the Settlement Period immediately preceding such earlierSettlement Report Date, by (B) the aggregate Principal Amount of Receivablescontributed by the Contributor to the Company (and with respect to whichthereafter the Company has granted the Participation to the Trust and asecurity interest in favor of the Trustee for the benefit of theCertificateholders) for the three Settlement Periods immediately preceding suchearlier 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 DilutionAdjustment) 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 originaldue 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 eachSettlement Period, the percentage equivalent of a fraction, the numerator ofwhich shall be the aggregate unpaid balance of Receivables contributed by the Contributorto the Company (and with respect to which the Company has granted aParticipation and a security interest to the Trust) that were thirty one (31)to sixty (60) days past due during such Settlement Period, and the denominatorof which shall be the aggregate Principal Amount of Receivables contributed bythe Contributor to the Company (and, in each case, the Company has granted aParticipation and a security interest to the Trust) during the third priorSettlement Period (including the Settlement Period ended on such day).

 

“**Depository**” shall mean, with respect to any Series, theClearing 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 formreasonably 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 theDepository effects book entry transfers and pledges of securities depositedwith the Depository.

 

“**Designated Line of Business**” shall mean any line of businesswhich the Master Servicer can identify by means of product, ledger, code orother means of identification so that Receivables originated with respect tosuch Designated Line of Business are identifiable and distinguished from allother Receivables of the relevant Originator or Originators.

 

“**Dilution Adjustment**” shall mean any payment adjustments(including payment adjustments arising as a result of any reconciliation) ofany Eligible Receivables, and the amount of any other reduction of any paymentunder any Receivable, in each case granted or

 

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made by an Originator to therelated Obligor; **provided**, **however**, that a “**Dilution Adjustment**” shall not include (1) any Collection on aReceivable or Charged-Off Receivable or (2) any Timely Payment Discount,Commission or any Volume Rebate for which a reserve is maintained to accountfor any potential offset; **provided**,**further,** that for purposes ofdetermining the Dilution Ratio, with respect to Dilution Adjustments relatingto invoices where the entire invoice balance has been cancelled or credited(each referred to as “credited”) and a rebilled invoice subsequently issued forthe same item (together called “credit and re-bills”), the Dilution Adjustmentshall include: (i) the net difference (only if a positive value) between theoriginal invoice amount and the subsequent rebilled amount so long as therebilled invoice is issued within 5 Business Days of the original invoice beingcredited, which was credited in its entirety or (ii) the entire amount of thecancelled or credited invoice should the subsequent rebilled invoice be issuedafter 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 separateSettlement Periods, the amount of the Dilution Adjustment, as calculated abovewill be listed as occurring in the Settlement Period of the original invoicedate.

 

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

 

“**Dilution Horizon Factor**” shall mean a fraction, the numeratorof which is the aggregate weighted average Dilution Horizon of the Originators(based upon the Dilution Adjustment of the selected Receivables) for suchperiod. “**Dilution Horizon Factor**”shall be calculated by the Master Servicer each June and December by selectinga random sample of 50 Dilution Adjustments per each Originator over thepreceding three months, with the exception of Huntsman PetrochemicalCorporation, Huntsman Petrochemicals (UK) Ltd. and Huntsman Holland B.V. inwhich case the random sample shall include 100 Dilution Adjustments createdduring such period. The Master Servicer will prepare a table by originator forthe Funding Agents which will include for each Dilution Adjustment the originalinvoice date, invoice amount, Obligor, amount of the credit or net from creditand re-bill, if applicable (see Dilution Adjustment), and a description of eachDilution Adjustment. A weighted average Dilution Horizon per Originator in dayswill be computed therefrom based on the amount of Dilution Adjustment per itemand the Dilution Horizon per item. A weighted average for the program will becomputed therefrom by weighting the weighted average Dilution Horizon perOriginator by the average amount of Dilution Adjustments by originator over thepreceding three months. The denominator for “**DilutionHorizon Factor**” shall be 30; *itbeing understood,*that if the required sample size of DilutionAdjustments is not available, the Master Servicer will compute the precedingcalculations on such other amount available; *itbeing further understood,*that the random sample shall not includeany adjustments resulting from any Timely Payment Discount, Commission or anyVolume Rebate for which a reserve is maintained to account for any potentialoffset.

 

“**Dilution Period**” shall mean, as of any Settlement Report Dateand continuing until (but not including) the next Settlement Report Date, thequotient of (i) the product of (A) the aggregate Principal Amount of theReceivables that were contributed by the Contributor to

 

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the Company (and in whichthereafter a Participation and security interest were granted by the Company tothe Trust), as applicable during the Settlement Period immediately precedingsuch earlier Settlement Report Date and (B) the Dilution Horizon Factor as of suchSettlement Report Date and (ii) the Aggregate Receivables Amount as of the lastday of the Settlement Period immediately preceding such earlier SettlementReport Date.

 

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

 

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

 

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

 

“**Dollars**”, “**United StatesDollars**”, “**U.S. Dollars**”and “**$**” shall mean the legalcurrency 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 incorporatedin the Netherlands.

 

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

 

“**Dutch Receivables Purchase Agreement**” means the DutchReceivables Purchase Agreement, between the Dutch Originators and the Contributoras amended, supplemented or otherwise modified from time to time in accordancewith the Transaction Documents, and attached as Attachment 1 to the OmnibusReceivables Purchase Agreement.

 

“**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 inany Supplement for such Series.

 

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

 

“**Early Originator Termination**” shall have the meaning assignedin **Section 7.01** (or othercorresponding section) of the applicable Origination Agreement.

 

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

 

“**ECI Holder**” shall mean any holder of an Exchangeable CompanyInterest, 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 accountsin the United States a depositary institution or trust company (which mayinclude the Trustee and its Affiliates) organized under the laws of the UnitedStates of America or any one of the States thereof or the District of Columbia;**provided**, **however**, that at all times (i) suchdepositary institution or trust company is a member of the Federal DepositInsurance Corporation, (ii) the unsecured and uncollateralized debt obligationsof such depositary institution or trust company are rated in one of the twohighest long-term or short-term rating categories by each Rating Agency and(iii) such depositary institution or trust company has a combined capital andsurplus of at least $100,000,000 and (b) with respect to accounts outside theUnited States an entity authorized to accept deposits in the relevantjurisdiction which has unsecured and uncollateralized debt obligations rated inone of the two highest long-term or short-term rating categories by each RatingAgency.

 

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

 

(a)                                  direct obligations of, or obligations fullyguaranteed as to timely payment by, the United States of America or any OECDCountry;

 

(b)                                 federal funds, demand deposits, time depositsor certificates of deposit of any depositary institution or trust companyincorporated 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 tosupervision and examination by federal, state or foreign banking or depositaryinstitution authorities; **provided**,**however**, that at the time of theinvestment or contractual commitment to invest therein the commercial paper orother short term unsecured debt obligations (other than such obligations therating of which is based on the credit of a Person other than such depositoryinstitution or trust company) thereof shall have a credit rating from each ofthe Rating Agencies rating such investment in the highest investment categorygranted thereby;

 

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

 

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

 

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

 

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

 

**provided** that “**EligibleInvestments**” shall exclude any obligations which are:

 

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

 

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

 

(iv)                              secured on assets situated in the UnitedKingdom;

 

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

 

(vi)                              represented by instruments in registered formwhich 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 followingeligibility criteria:

 

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

 

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

 

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

 

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

 

(a)                                  it is not a Defaulted Receivable;

 

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

 

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

 

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

 

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

 

(f)                                    it is not a Receivable with original paymentterms in excess of 120 days from the first day of the month following the monthin which an invoice was created (“**Net Terms**”);**provided** that a receivable mayhave Net Terms greater than 120 days if each Funding Agent has consentedthereto;

 

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

 

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

 

(i)                                     (i) the Company will either have legal andbeneficial ownership therein or a continuing first priority perfected securityinterest 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 andsecurity interest by the Company to the Trust and the subject of the grant of acontinuing first priority perfected security interest therein from the Companyto 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 suchReceivables or (ii) does not contain such prohibition but (x) the Obligor withrespect to such Receivables is not a supplier of goods or services purchased bythe Originator of such Receivables or (y) the Aggregate Receivables Amount hasbeen 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% ofthe Aggregate Receivables Amount;

 

(k)                                  it is at all times the legal, valid and bindingobligation of the Obligor thereon, enforceable against such Obligor inaccordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency,

 

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reorganization, moratorium orsimilar laws affecting the enforcement of creditors rights generally and bygeneral equitable principles (whether enforcement is sought by proceedings inequity or law);

 

(l)                                     as of the date of contribution or sale, as thecase 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 Documentthat would impair the rights of the Trustee or the Investor Certificateholderstherein or (ii) failed to take any action required to be taken by the terms ofany Transaction Document that was necessary to avoid impairing the rightstherein of the Trustee or Investor Certificateholders with respect to suchReceivables;

 

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

 

(n)                                 at the time any such Receivable was contributedby the Contributor to the Company under the Contribution Agreement, noInsolvency Event had occurred with respect to the Contributor or the Company;

 

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

 

(p)                                 it is not subject to any withholding taxes ofany applicable jurisdiction or political subdivision and is assignable free andclear 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 GovernmentObligor or an individual;

 

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

 

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

 

(t)                                    the Obligor of which has not defaulted on anypayment obligation to an Originator at any time during the three year periodpreceding the contribution or sale of such Receivable to the Company, otherthan any payments which the Obligor has disputed in good faith;

 

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(u)                                 either the Trust is excluded from thedefinition of “**investment company**”pursuant to Rule 3a-7 under the 1940 Act, or such Receivable is an accountreceivable 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 enforceabilityof such Receivable and the effective contribution by the Contributor to theCompany and grant of a Participation and grant of a security interest by theCompany to the Trust shall have been obtained or made with respect to suchReceivable;

 

(w)                               constitutes an account (and not an “**instrument**” or “**chattel paper**” unless such “**instrument**”or “**chattel paper**” has beenstamped in the manner set forth in **Section2.01(b)** of the Pooling Agreement) within the meaning of **Section 9-102** of the UCC that governs theperfection of the interest granted therein);

 

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

 

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

 

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

 

(aa)                            if it is transferred under the FrenchReceivables Purchase Agreement, it is governed by French law and the Obligor ofsuch Receivable is a French Obligor; unless, in the case of Obligorslocated in the Netherlands and Belgium, the Company shall have delivered to theTrustee and each Funding Agent no later than May 18, 2006 a legal opinion by Belgiumcounsel and Dutch counsel confirming that sales with respect to suchReceivables are enforceable against third parties;

 

**provided** that (A) Acquired Line of Business Receivablesoriginated by an Eligible Obligor shall constitute Eligible Receivables only tothe extent that the requirements of **Section2.09(e)** of the Pooling Agreement have been satisfied and all othercriteria with respect to Eligible Receivables set forth in the definitionthereof are satisfied with respect to any such Acquired Line of BusinessReceivable and (B) Receivables originated with respect to Excluded DesignatedLines of Business shall constitute Eligible Receivables only to the extentprovided in **Section 2.10(c)** of thePooling Agreement and so long as all criteria with respect to EligibleReceivables set forth in the definition thereof are satisfied with respect toany such Receivable originated with respect to an Excluded Designated Line ofBusiness.

 

“**Enhancement**” shall mean, with respect to any Series, (i) thefunds on deposit in or credited to any bank account (or subaccount thereof) ofthe Trust, (ii) any surety arrangement, any

 

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letter of credit, guaranteedrate agreement, maturity guaranty facility, tax protection agreement, interestrate swap, currency swap or other contract, agreement or arrangement, in eachcase for the benefit of any Investor Certificateholders of such Series, asdesignated in the applicable Supplement and (iii) the subordination of oneClass of Investor Certificates in a Series to another Class in such Series orthe subordination of any Interest to the Investor Certificates of such Series.

 

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

 

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

 

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

 

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

 

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

 

“**European Receivables Purchase Agreements**” shall mean,collectively, the Dutch Receivables Purchase Agreement, the UK ReceivablesPurchase Agreement, the Italian Receivables Purchase Agreement, the SpanishReceivables Purchase Agreement and the French Receivables Purchase Agreement.

 

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

 

“**Exchange Date**” shall have the meaning, with respect to anySeries 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 anySeries 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.

 

“**Exchangeable Company Interests**” shall mean the Company’sexclusive beneficial ownership interest in the Participation Assets subject toany security interests granted by the Company under the Pooling Agreement.

 

“**Excluded Designated Line of Business**” shall mean anyDesignated 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 UKReceivables Purchase Agreement and the Contribution Agreement, which shall beat least one Business Day prior to the Effective Date.

 

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“**Federal Funds Effective Rate**” shall mean, for any day, aninterest rate per annum equal to (a) the weighted average of the rates onovernight Federal funds transactions with members of the Federal Reserve Systemarranged by Federal funds brokers, as published on the next succeeding BusinessDay by the Federal Reserve Bank of New York, or, (b) if such rate is not sopublished for any day which is a Business Day, the average of the quotations atapproximately 11:00 a.m. New York Time on such day on such transactionsreceived by the relevant Funding Agent from three (3) Federal funds brokers ofrecognized standing selected by it in its sole discretion.

 

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

 

“**Force Majeure Delay**” shall mean, with respect to the MasterServicer or any agent thereof, any cause or event which is beyond the controland 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/orMonthly Settlement Reports, including acts of God, floods, fire, explosions ofany kind, snowstorms and other irregular weather conditions and masstransportation disruptions, but shall not include strikes; **provided** that no such cause or event shallbe deemed to be a Force Majeure Delay unless the Master Servicer shall havegiven the Company, the Trustee and each Funding Agent written notice thereof assoon as reasonably possible under the circumstances after the beginning of suchdelay.

 

“**Foreign Clearing Agency**” shall mean each of Clearstream andEuroclear.

 

“**Foreign Government Obligor**” shall mean any government of anation or territory outside the United States or any subdivision thereof or anyagency, department or instrumentality thereof.

 

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

 

“**Fractional Undivided Interest**” shall mean a fractionalundivided interest, which, with respect to any Investor Certificate, can beexpressed as a percentage of the interest in the Participation Assetsrepresented by the Series or Class in which it was issued by taking thepercentage equivalent of a fraction the numerator of which is the principalamount of such Investor Certificate and the denominator of which is theaggregate principal amount of all Investor Certificates of such Series orClass.

 

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

 

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

 

“**French Receivables Purchase Agreement**” shall mean the FrenchReceivables Subrogation Agreement between, inter alias, the French Originatorsand the Contributor, as amended,

 

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supplemented or otherwisemodified from time to time in accordance with the Transaction Documents, andattached as Attachment 3 to the Omnibus Receivables Purchase Agreement.

 

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

 

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

 

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

 

“**FX Forward Agreement**” shall mean a contract pursuant to a FXHedging Agreement between the Trustee and a FX Counterparty whereby the Trusteeagrees to sell at a certain date, a certain amount of any U.S. Dollars, PoundsSterling or Euros at the Forward Rate and the FX Counterparty agrees to deliverU.S. Dollars or Euros on such date, and whereby the maturity of any FX ForwardAgreement, unless otherwise specified with respect to a Series in the relatedSeries Supplement, is equal to (i) if Days Sales Outstanding are less than orequal to forty five (45) days, three calendar months; and (ii) if Days SalesOutstanding are greater than 45 days, but less than or equal to 60 days, four(4) calendar months; **provided further**that if, the Invested Amount with respect to a Series has not been reduced tozero at the applicable Scheduled Maturity Date for such Series, the Trusteewill enter into the last set of FX Forward Agreements which will mature on theBusiness 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 Agreements thereunder)pursuant to a 1992 International Swaps and Derivatives Association MasterAgreement between the Trustee and a FX Counterparty.

 

“**FX Hedging Policy**” shall mean the currency hedge policyattached as **Schedule 5** to thePooling Agreement.

 

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

 

“**General Opinion**” shall mean, with respect to any action of theMaster Servicer, the Company or an Originator, an Opinion of Counsel to theeffect that (i) such action has been duly authorized by all necessary corporateaction on the part of the Master Servicer, the Company or such Originator, asthe case may be, (ii) any agreement executed in connection with such actionconstitutes a legal, valid and binding obligation of the Master Servicer, theCompany or an Originator, as the case may be, enforceable against such party inaccordance with the terms thereof, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or other similarlaws now or hereinafter in effect, affecting the enforcement of creditors’rights and except as such enforceability may be limited by general principlesof equity (whether considered in a proceeding at law or in equity or subject tosimilar exceptions), (iii) such action does not violate any organizationaldocuments or require any consent or filing thereunder, (iv) such action doesnot result in a breach of, or

 

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default under any materialcontractual obligation of such party, or creation of any Lien, pursuant theretoand (v) any condition precedent to any such action specified in the applicableTransaction Document, if any, has been complied with.

 

“**General Reserve Account**” shall have the meaning assigned tosuch term in **Section 3.01(a)** ofthe Pooling Agreement.

 

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

 

“**Governmental Authority**” shall mean any nation or government,any State or other political subdivision thereof and any entity exercisingexecutive, legislative, judicial, regulatory or administrative functions of orpertaining 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 theMaster Servicer as set forth under **ArticleVII** of the Servicing Agreement.

 

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

 

“**Holders**” shall mean any or all of the InvestorCertificateholders, the holders of Subordinated Company Interests and theholder of the Exchangeable Company Interests.

 

“**Huntsman BV**” shall mean Huntsman Holland B.V., a limitedliability company organized under the laws of The Netherlands and itssuccessors and permitted assigns.

 

“**Huntsman Europe**” shall mean Tioxide Europe Ltd., a corporationorganized under the laws of England and Wales and its successors and permittedassigns.

 

“**Huntsman Group**” shall have the meaning assigned to such termwithin 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 Delawareand its successors and permitted assigns.

 

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

 

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“**Huntsman (UK)**” shall mean Huntsman (Petrochemicals) UKLimited, a corporation organized under the laws of England and Wales and itssuccessors and permitted assigns.

 

“**Indebtedness**” shall mean, with respect to any Person at anydate, (i) all indebtedness of such Person for borrowed money, (ii) anyobligation owed for the deferred purchase price of property or services whichpurchase price is evidenced by a note or similar written instrument, (iii) notepayable and drafts accepted representing extensions of credit whether or notrepresenting obligations for borrowed money, (iv) that portion of obligationsof such Person under capital leases which is properly classified as a liabilityon a balance sheet in conformity with GAAP and (v) all liabilities of the typedescribed 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 orotherwise become liable for the payment thereof.

 

“**Indemnified Person**” shall have the meaning assigned to suchterm in **Section 10.17** of thePooling Agreement or any subscription agreement with respect to any Series, asapplicable.

 

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

 

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

 

“**Ineligibility Determination Date**” shall have the meaningassigned in **Section 2.05(a)** of thePooling Agreement.

 

“**Ineligible Receivable**” shall, (i) as used in the OriginationAgreements, 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 (ifany) 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 theInitial Contribution is made.

 

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

 

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

 

“**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 respectof such Person in an involuntary case under Applicable Insolvency Laws, whichdecree or order is not stayed or any other similar relief

 

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shall be granted under anyapplicable federal, state or foreign law now or hereafter in effect and shallnot be stayed; (ii)(A) an involuntary case is commenced against such Personunder any Applicable Insolvency Law now or hereafter in effect, a decree ororder of a court having jurisdiction for the appointment of a receiver,liquidator, sequestrator, trustee, custodian or other officer having similarpowers over such Person, or over all or a substantial part of the property ofsuch Person, shall have been entered, an interim receiver, trustee or othercustodian of such Person for all or a substantial part of the property of suchPerson is involuntarily appointed, a warrant of attachment, execution orsimilar process is issued against any substantial part of the property of suchPerson, and (B) any event referred to in **clause(ii)(A)** above continues for 60 days unless dismissed, bonded ordischarged; (iii) such Person shall at its request have a decree or an orderfor relief entered with respect to it or commence a voluntary case under anyApplicable Insolvency Law now or hereafter in effect, or shall consent to theentry of a decree or an order for relief in an involuntary case, or to theconversion of an involuntary case to a voluntary case, under any suchApplicable Insolvency Law, consent to the appointment of or taking possessionby a receiver, trustee or other custodian for all or a substantial part of itsproperty; (iv) the making by such Person of any general assignment for thebenefit of creditors; (v) the inability or failure of such Person generally topay its debts as such debts become due; or (vi) the Board of Directors of suchPerson authorizes action to approve any of the foregoing.

 

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

 

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

 

“**Internal Operating Procedures Memorandum**” shall mean theinternal operating procedures memorandum of the Trustee, a copy of which isattached as **Schedule 6** to thePooling Agreement, as the same may be amended from time to time with the priorwritten approval of the Master Servicer and the Administrative Agent.

 

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

 

“**Invested Amount**” shall, with respect to any Series, the amountspecified 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 “**InvestedPercentage**” for such Series in the Supplement for such Series.

 

“**Investment**” shall mean the making by the Company of anyadvance, loan, extension of credit or capital contribution to, the purchase ofany stock, bonds, notes, debentures or other securities of or any assetsconstituting a business unit of, or the making by the Company of any otherinvestment in, any Person.

 

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

 

“**Investor Certificateholder**” shall mean the holder of recordof, or the bearer of, any Investor Certificate issued with respect to aparticular Series.

 

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

 

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

 

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

 

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

 

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

 

“**Italian Receivables Purchase Agreements**” shall mean (a) theItalian Receivables Purchase Agreement among Huntsman Italian ReceivablesFinance S.r.l., as purchaser, Tioxide Europe S.r.l., Huntsman Surface SciencesItalia 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 amongHuntsman Italian Receivables Finance S.r.l., as onward seller, HuntsmanInternational LLC, as onward purchaser, and Huntsman (Europe) B.W.B.A., asmaster servicer, in each case as amended, supplemented or otherwise modifiedfrom time to time in accordance with the Transaction Documents, and attached asAttachments 4 and 5, respectively, to the Omnibus Receivables Purchase Agreement.

 

“**Junior Claims**” shall mean any and all rights of the Company ofany kind in the Participation Assets (other than any rights of the Company inthe Participation Assets with respect to the Exchangeable Company Interests, ifany), including any right to receive any distribution pursuant to the terms ofany Supplement (other than any right of the Company to receive any distributionwith 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 onsuch asset and (b) the interest of a vendor or a lessor under any conditionalsale agreement, capital lease or title retention agreement relating to suchasset; **provided**, **however**, that if a lien is imposed underSection 412(n) of the Code or Section 302(f) of ERISA for a failure to make arequired installment or other payment to a plan to which Section 412(n) of theCode or Section 302(f) of ERISA applies, then such lien shall not be treated asa “**Lien**” from and after the time(x) (i) any Person who is obligated to make such payment pays to such plan theamount of such lien determined under Section 412(n)(3) of the Code or Section302(f)(3) of ERISA, as the case may be, and provides to the Trustee and anyFunding Agent a written statement of the amount of such lien together withwritten evidence of payment of such amount, or (ii) such lien expires pursuantto 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.

 

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

 

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

 

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

 

“**Liquidation Servicer Agreement**” shall mean the letteragreement, dated as of April 18, 2006, between the Liquidation Servicer and theTrustee, attached as **Schedule 4** tothe Servicing Agreement.

 

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

 

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

 

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

 

“**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 inRegulation U of the Board of Governors.

 

“**Master Collection Accounts**” shall have the meaning assigned tosuch term in **Section 2.09** of theContribution Agreement.

 

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

 

“**Master Servicer Default**” shall have, with respect to anySeries, the meaning assigned to such term in **Section6.01** of the Servicing Agreement and, if applicable, as supplementedby the related Supplement for such Series.

 

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

 

“**Master Servicer Site Review**” shall mean a review performed bythe Liquidation Servicer of the servicing operations of the Master Servicer’scentral site location.

 

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

 

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

 

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

 

“**Moody’s**” shall mean Moody’s Investors Service, Inc. or itssuccessors and assigns.

 

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

 

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

 

“**Obligor**” shall mean, with respect to any Receivable, the partyobligated to make payments with respect to such Receivable, including any guarantorthereof.

 

“**Obligor Limit**” shall mean the amount set forth in theReceivables Specification and Exception Schedule attached to the PoolingAgreement as **Schedule 3** underheading (E) “**Obligor Limit**” whichshall represent, at any date, with respect to an Eligible Obligor, thepercentage of the Principal Amount of all Eligible Receivables in the Trust atsuch date which are due from such Eligible Obligor for the applicable ratingscategory of long-term senior debt of that Obligor, or if such Obligor is unratedand is a wholly owned subsidiary, then the applicable ratings category of longterm senior debt of such Obligor’s parent; **provided**,**however**, for purposes of thisdefinition that all Eligible Obligors that are Affiliates of each other shallbe deemed to be a single Eligible Obligor to the extent the Master Servicer hasactual knowledge of the affiliation and in that case, the applicable debtrating for such group of Obligors shall be the debt rating of the ultimateparent of the group.

 

If the ratings given byS&P and Moody’s to the long term senior debt of any Obligor (or theultimate parent of the Obligor or the affiliated group of which such Obligor isa member, as the case may be) would result in different applicable percentagesunder **Schedule 3** to the PoolingAgreement, the applicable percentage shall be the percentage associated withthe lower rating, as between S&P’s rating and Moody’s rating, of suchObligor’s (or such ultimate parent’s, as the case may be) long-term seniordebt; **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 suchObligor (or the ultimate parent, as the case may be) shall be deemed to beunrated unless the

 

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Rating Agency that does notrate the Obligor consents to the application of the rating given the Obligor bythe Rating Agency that does give such a rating and (ii) if an Obligor (or suchultimate parent, as the case may) does not have a long-term senior debt ratingfrom either of the Rating Agencies, but has a short-term senior debt rating,then the applicable percentage shall be the percentage associated with the longterm senior debt ratings that are equivalent to such short term senior debtratings as set forth in the table set forth in the Receivables Specificationand Exception Schedule attached to the Pooling Agreement as **Schedule 3** under the heading “**Obligor Limit**”. The ratings specified inthe table are minimums for each percentage category, so that a rating not shownin the table falls in the category associated with the highest rating shown inthe table that is lower than that rating.

 

“**OECD Country**” shall mean a country that is a member of thegrouping of countries that are full members of the Organization of EconomicCooperation and Development.

 

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

 

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

 

“**One-Month LIBOR**” shall mean, for any Accrual Period, the rateper annum, as determined by the Trustee, which is the arithmetic mean (roundedto the nearest 1/100th of 1%) of the offered rates for U.S. Dollar depositshaving a maturity of one month commencing on the first day of such AccrualPeriod 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 orsubstitute for such service, providing rate quotations comparable to thosecurrently provided on such page of the Telerate System Incorporated Service, asdetermined by the Trustee for purposes of providing interest rates applicableto U.S. Dollar deposits having a maturity of one month in the London interbankmarket) at approximately 11:00 a.m. London time, two Business Days prior to thecommencement of such Accrual Period. In the event that such rate is not soavailable at such time for any reason, then “One-Month LIBOR” for such AccrualPeriod shall be the rate at which U.S. Dollar deposits in a principal amount ofnot less than $1,000,000 maturing in one month are offered to the principalLondon office of the Trustee in immediately available funds in the Londoninterbank market at approximately 11:00 a.m. London time, two Business Daysprior to the commencement of such Accrual Period.

 

“**Opinion of Counsel**” shall mean a written opinion or opinionsof one or more counsel (who, unless otherwise specified in the TransactionDocuments, 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 casemay be, that is reasonably acceptable to the Trustee and each Funding Agent.

 

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

 

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

 

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

 

“**Origination Agreements**” shall mean (i) the ContributionAgreement and each Receivables Purchase Agreement; and (ii) any contributionagreement, receivables purchase agreement or corresponding agreement enteredinto by the Company or the Contributor (as the case may be) and any AdditionalOriginator.

 

“**Originator**” shall mean any Approved Originator, except thatfor purposes of the Contribution Agreement, the term “Originator” shall notinclude the French Originators.

 

“**Originator Adjustment Payment**” shall have the meaning assignedto such term in **Section 2.06(a)**(orcorresponding section) of the Origination Agreements.

 

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

 

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

 

“**Originator Documents**” shall have the meaning assigned to suchterm in **Section 7.03(b)(iii)**  (or corresponding section) of the OriginationAgreements.

 

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

 

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

 

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

 

“**Originator Payment Date**” shall have the meaning assigned tosuch term in **Section 2.03(a)** ofthe UK Receivables Purchase Agreement and the corresponding provisions of theother Receivables Purchase Agreements.

 

“**Originator Purchase Price**” shall have the meaning assigned tosuch term in **Section 2.02** (or correspondingsection) of the Receivables Purchase Agreements.

 

“**Originator Termination Date**” shall have the meaning assignedto such term in **Section 7.01**(orcorresponding section) of the Origination Agreements.

 

“**Originator Termination Event**” shall have the meaning assignedto such term in **Section 7.01** (orcorresponding section) of each Origination Agreement, or such othercorresponding provision, as applicable.

 

“**Outstanding Amount Advanced**” shall mean, on any date ofdetermination, the aggregate of all Servicer Advances remitted by the MasterServicer out of its own funds pursuant to

 

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**Section 2.06** of the Servicing Agreement and **Section 3A.06** of the related Supplement,less the aggregate of all related Servicer Advance Reimbursement Amountsreceived by the Master Servicer.

 

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

 

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

 

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

 

“**Participation**”  shallhave the meaning assigned to such term in **Section2.01(a)** of the Pooling Agreement.

 

“**Participation Amount**” shall have its meaning assigned to suchterm in **Section 2.01(a)** of thePooling Agreement.

 

“**Participation Assets**” shall have the meaning assigned to suchterm in **Section 2.01(a)** of thePooling Agreement.

 

“**Paying Agency Agreement**” shall mean the Paying AgencyAgreement 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-payingagent appointed pursuant to **Section 5.07**of the Pooling Agreement and, unless otherwise specified in the relatedSupplement of any Series and with respect to such Series, shall initially beJPMorgan Chase Bank, N.A., London Branch.

 

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

 

“**PBGC**” shall mean the Pension Benefit Guaranty Corporationestablished pursuant to Subtitle A of Title IV of ERISA and any Personsucceeding to the functions thereof.

 

“**Permitted Designated Line of Business Disposition**” shall meanany Designated Line of Business identified on **Schedule4** to the Pooling Agreement but only to the extent that an Originatorhas ceased originating Receivables with respect to such Designated Line ofBusiness within one year after the Series 2000-1 Issuance Date.

 

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

 

(a)                                  liens created pursuant to any TransactionDocument;

 

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(b)                                 liens for taxes, assessments or other governmentalcharges or levies (i) not yet due or (ii) with respect to which are beingcontested in good faith by appropriate proceedings and with respect to whichreserves in conformity with GAAP have been provided on the books of suchPerson;

 

(c)                                  liens of or resulting from any judgment oraward, the time for the appeal or petition for rehearing of which shall nothave expired, or in respect of which such Person shall at any time in goodfaith be prosecuting an appeal or proceeding for a review and with respect towhich a reserve or other appropriate provisions are being maintained inaccordance with GAAP; and

 

(d)                                 liens, charges or other encumbrances orpriority claims incidental to the conduct of business or the ownership ofproperties and assets (including mechanics’, carriers’, repairers’,warehousemen’s and statutory landlords’ liens) and deposits, pledges or liensto secure statutory obligations, surety or appeal bonds or other liens of likegeneral nature incurred in the ordinary course of business and not inconnection with the borrowing of money, provided in each case, the obligationsecured is not overdue, or, if overdue, is being contested in good faith byappropriate actions or proceedings and with respect to which a reserve or otherappropriate provisions are being maintained in accordance with GAAP.

 

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

 

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

 

“**Pledge Agreement**” shall mean the Pledge Agreement, dated as ofAugust 16, 2005, by and among Huntsman International and certain of itssubsidiaries form time to time party thereto (as Pledgors) and Deutsche Bank AGNew York Branch (as Collateral Agent and Administrative Agent).

 

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

 

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

 

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

 

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

 

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

 

“**Potential Originator Termination Event**” shall mean anycondition 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 conditionor act that, with the giving of notice or the lapse of time or both, wouldconstitute a Program Termination Event.

 

“**Pound Sterling**” shall mean the legal currency of the UnitedKingdom.

 

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

 

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

 

“**Principal Terms**” shall have the meaning, with respect to anySeries 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, themeaning assigned to such term in the related Supplement for such Series.

 

“**Program Termination Date**” shall have the meaning assigned tosuch term in **Section 7.02** (orcorresponding section) of the Origination Agreements.

 

“**Program Termination Event**” shall have the meaning assigned tosuch term in **Section 7.02** (orcorresponding section) of the Origination Agreements.

 

“**Publication Date**” shall have the meaning assigned to such termin **Section 7.02(a)** of the PoolingAgreement.

 

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

 

“**Rating Agency**” shall mean, with respect to each OutstandingSeries, 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, whetherdirectly or indirectly, then for purposes of the definitions of “**Eligible Institution**” and “**Eligible Investments**”, “**Rating Agency**” shall mean S&P andMoody’s; and (ii) except as provided in **Clause****(i)**, in the event no OutstandingSeries (other than a Series of VFC Certificates) has been rated, whetherdirectly

 

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or indirectly, any referenceto “**Rating Agency**” or the “**Rating Agencies**” shall be deemed to havebeen deleted from the Pooling Agreement.

 

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

 

“**Receivable Assets**” shall, as used in the OriginationAgreements, have the meaning assigned in **Section2.1(a)** thereof/or the respective corresponding provision of suchOriginator Agreement.

 

“**Receivables Contribution Date**” shall mean, with respect to anyReceivable, the Business Day on which the Company receives a contribution ofsuch Receivable from the Contributor or direct conveyance from the Originatorand grants a Participation and security interest in such Receivable to theTrust.

 

“**Receivables Purchase Agreement**” shall mean (i) any of (a) theU.S. Receivables Purchase Agreement, (b) the UK Receivables Purchase Agreement,(c) the Dutch Receivables Purchase Agreement, (d) the Italian ReceivablesPurchase Agreements, (e) the Spanish Receivables Purchase Agreement and (e) theFrench Receivables Purchase Agreement and (ii) any receivables purchaseagreement entered into by any Additional Originator and the Contributor or theCompany, as the case may be, in accordance with the Transaction Documents.

 

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

 

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

 

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

 

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

 

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

 

(a)                                  all of the applicable U.S. Originator’s, UKOriginator’s, Dutch Originator’s, Italian Originator’s, Spanish Originator’sand French Originator’s respective interest in the goods, if any, relating tothe sale which gave rise to such Receivable;

 

(b)                                 all other security interests or Liens andproperty subject thereto from time to time purporting to secure payment of suchReceivable, whether pursuant to the Contract related to such Receivable orotherwise, together with all financing statements signed by the applicableObligor describing any collateral securing such Receivable; and

 

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(c)                                  all guarantees, insurance and other agreementsor arrangements of whatever character from time to time supporting or securingpayment of such Receivable whether pursuant to the Contract related to suchReceivable 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, generalintangible or other evidence of indebtedness or security.

 

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

 

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

 

“**Reportable Event**” shall mean any reportable event as definedin **Section 4043(b)** of ERISAor the regulations issued thereunder with respect to a Plan (other than a Planmaintained by an ERISA Affiliate which is considered an ERISA Affiliate onlypursuant 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 assignedto such term, if any, set forth in the related Supplement.

 

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

 

“**Resignation Notice**” shall have the meaning assigned to suchterm in **Section 6.02(a)** ofthe Servicing Agreement.

 

“**Responsible Officer**” shall mean (i) when used with respect tothe Trustee, any officer within the Corporate Trust Office of the Trusteeincluding any Vice President, any Assistant Vice President, Trust Officer orAssistant Trust Officer or any other officer of the Trustee customarilyperforming functions similar to those performed by any of the above designatedofficers and (ii) when used with respect to any other Person, any member of theBoard, the Chief Executive Officer, the President, the Chief Financial Officer,the Treasurer, any Vice President, the Controller or manager (in the case of alimited liability company) of such Person; **provided,however**, that a Responsible Officer shall not certify in his capacityas a Vice President as to any financial information.

 

“**Restricted Payments**” shall have the meaning assigned to suchterm in **Section 2.08(m)** of thePooling Agreement.

 

“**Restricted Payments Test**” shall mean, on any date ofdetermination with respect to any outstanding Series, unless otherwisespecified in the related Supplement, that the Target Receivables Amount forsuch Series is at least equal to the sum of the Adjusted Invested

 

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Amount for such Series and therequired subordinated or reserve amount for such Series, in each case as theterm “**Restricted Payments Test**” ismore specifically defined in the related Supplement.

 

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

 

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

 

“**Securities Act**” shall mean the United States Securities Act of1933, as amended.

 

“**Senior Claims**” shall mean collectively the right of any holderof a VFC Certificate and the ECI Holders to receive distributions pursuant tothe Transaction Documents and all other Indebtedness, obligations andliabilities of the Company to any holder of a VFC Certificate and any ECIHolder, whether existing on the Effective Date or thereafter incurred orcreated, under or with respect to a VFC Certificate and the ExchangeableCompany Interest.

 

“**Series**” shall mean any series of Investor Certificates and anyrelated Subordinated Company Interests, the terms of which are set forth in aSupplement.

 

“**Series 2000-1 Issuance Date**” shall have the meaning assignedto such term in the Supplement with respect to the Series 2000-1 VariableFunding Certificates.

 

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

 

**“Series2001-1 Redemption Date”**shall mean the date upon which the Series 2001-1 Term Certificates (as definedin the Series 2001-1 Supplement) and the Series 2001-1 Notes (as defined in theSeries 2001-1 Indenture Supplement) have been paid in full.

 

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

 

“**Series Account**” shall mean any deposit, trust, escrow, reserveor similar account maintained for the benefit of the InvestorCertificateholders and the holders of the related Subordinated Company Interestof any Series or Class, as specified in any Supplement.

 

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

 

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

 

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

 

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

 

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

 

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

 

“**Servicer Advance**” shall mean amounts deposited in any ApprovedCurrency by the Master Servicer out of its own funds into any SeriesConcentration Account pursuant to **Section2.06(a)** of the Servicing Agreement.

 

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

 

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

 

“**Servicing Agreement**” shall mean the Seconded Amended andRestated Servicing Agreement, April 18, 2006, among the Company, the MasterServicer, the Servicer Guarantor and the Trustee, as such agreement may beamended, 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 ServicingAgreement.

 

“**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 onbehalf of the Trust for the benefit of the Certificateholders.

 

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

 

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

 

“**Settlement Report Date**” shall mean, except as otherwise setforth in the applicable Supplement, the 12th day of each calendar monthor, if such 12th day is not a Business Day, the next succeedingBusiness Day.

 

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

 

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

 

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“**Significant Subsidiary**” shall mean a subsidiary of HuntsmanInternational whose assets comprise five percent (5%) or more of theConsolidated Total Assets of Huntsman International and its consolidatedsubsidiaries.

 

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

 

“**Spanish Receivables**” shall mean the Receivables originated bya Spanish Originator and sold to Huntsman International, then contributedtransferred, assigned and conveyed to the Company with respect to which aParticipation and security interest were granted by the Company to the Trust.

 

“**Spanish Receivables Purchase Agreement**” shall mean the SpanishReceivables Purchase Agreement between, inter alia, the Spanish Originators andthe Contributor (as amended, supplemented or otherwise modified from time totime in accordance with the Transaction Documents), and attached as Attachment2 to the Omnibus Receivables Purchase Agreement.

 

“**Special Allocation Settlement Report Date**” shall have themeaning assigned to such term in **Section3.01(g)(i)** of the Pooling Agreement.

 

“**Specified Bankruptcy Opinion Provisions**” shall mean thefactual assumptions (including those contained in the factual certificatereferred to therein) and the actions to be taken by each U.S. Originator andthe Company in the legal opinion of Clifford Chance US LLP relating to certainbankruptcy 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 ofdetermination, (i) for amounts hedged under the FX Hedging Policy with an FXForward Agreement, the foreign exchange rate provided under such FX ForwardAgreement for which Pound Sterling, Euro or other Approved Currency can beexchanged for U.S. Dollars on such date of determination; and (ii) for allother amounts, the foreign exchange rate provided by the FX Counterparty or theTrustee for which Pound Sterling, Euro or other Approved Currency can beexchanged for U.S. Dollars on such date of determination.

 

“**Standby Liquidation System**” shall mean a system satisfactoryto the Liquidation Servicer by which the Liquidation Servicer will receive andstore electronic information regarding Receivables from the Master Servicerwhich may be utilized in the event of a liquidation of the Receivables to becarried out by the Liquidation Servicer.

 

“**State/Local Government Obligor**” shall mean any state of theUnited States or local government thereof or any subdivision thereof or anyagency, department, or instrumentality thereof.

 

“**Statutory Reserves**” shall mean a fraction (expressed as adecimal), the numerator of which is the number one and the denominator of whichis the number one **minus** theaggregate of the maximum reserve percentages (including any marginal, special,emergency or supplemental reserves) expressed as a decimal established by theBoard of Governors and any other banking authority, domestic or foreign, towhich any Funding Agent is subject for new negotiable nonpersonal time depositsin dollars of over $100,000 with maturities

 

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approximately equal to threemonths. Statutory Reserves shall be adjusted automatically on and as of theeffective 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 anySeries, the entitlement to receive the amounts which are specified in therelevant Supplement as being payable to the holder of the Subordinated CompanyInterests for the Series concerned; such amounts designated to be paid outof  the relevant Series ConcentrationAccounts and any subaccounts thereof, in each case to the extent not requiredto be distributed to or for the benefit of the **Investor** Certificateholders of the relevant Series.

 

“**Subordinated Interest Amount**” shall have, with respect to anyOutstanding Series, the meaning assigned in the related Supplement for suchOutstanding Series.

 

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

 

“**Subordinated Loan**” shall mean a loan by the Contributor to theTrust pursuant to **Sections 5.01**and **11.16** of the Series 2000-1Supplement 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 ownershipinterests having ordinary voting power (other than stock or such otherownership interests having such power only by reason of the happening of acontingency) to elect a majority of the board of directors or other managers ofsuch corporation, partnership or other entity are at the time owned, or themanagement of which is otherwise controlled, directly or indirectly through oneor more intermediaries, or both, by such Person.

 

“**Successor Master Servicer**” shall mean (a) prior to theoccurrence of a Master Servicer Default, and upon receipt by the Trustee of aTermination Notice or Resignation Notice, a Person nominated by the MasterServicer or a Person appointed by the Trustee which, at the time of itsappointment as Servicer (i) is legally qualified and has the corporate powerand authority to service the Receivables participated to the Trust, (ii) isapproved by each Funding Agent, (iii) has demonstrated the ability to service aportfolio of similar receivables in accordance with high standards of skill andcare 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 tothe Trustee (b) following the occurrence of a Master Servicer Default, from theLiquidation Servicer Commencement Date, PricewaterhouseCoopers as theLiquidation Servicer; **provided**that no such Person shall be an Successor Servicer if it is a direct competitorof Huntsman (Europe) BVBA or any Significant Subsidiary.

 

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

 

“**Target Receivables Amount**” shall have, with respect to anyOutstanding Series, the meaning specified in the related Supplement, or Annexof definitions relating thereto, as the Series Target Receivables Amount forsuch Outstanding Series.

 

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“**Taxes**” shall mean any present or future income, stamp or othertaxes, levies, imposts, duties, charges, fees, deductions or withholdings, nowor hereafter imposed, levied, collected, withheld or assessed by anyGovernmental Authority.

 

“**Tax Opinion**” shall mean, unless otherwise specified in theSupplement for any Series with respect to such Series or any Class within suchSeries, with respect to any action, an Opinion of Counsel of one or moreoutside law firms to the effect that, for United States federal income taxpurposes, (i) such action will not adversely affect the characterization asdebt of any Investor Certificates of any Outstanding Series or Class notretained by the Company, (ii) in the case of **Section5.11** of the Pooling Agreement, the Investor Certificates of the newSeries 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 forU.S. federal income tax purposes.

 

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

 

“**Termination Notice**” shall have the meaning assigned to suchterm in **Section 6.01** of theServicing Agreement.

 

“**Timely Payment Accrual**” shall mean, for the purposes ofdetermining the Aggregate Receivables Amount, an aggregate amount of TimelyPayment Discounts as of the Business Day immediately preceding the date of suchdetermination.

 

“**Timely Payment Discount**” shall mean, with respect to any dateof determination, a cash discount relating to the Receivables contributed bythe 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., acorporation organized under the laws of The Cayman Islands, and its successorsand permitted assigns.

 

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

 

“**Transactions**” shall mean the transactions contemplated undereach of the Transaction Documents.

 

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

 

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

 

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

 

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

 

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“**Trustee**” shall mean the institution executing the PoolingAgreement as trustee, or its successor in interest, or any successor trusteeappointed as therein provided.

 

“**Trustee Force Majeure Delay**” shall mean any cause or eventthat is beyond the control and not due to the gross negligence of the Trusteethat delays, prevents or prohibits the Trustee’s performance of its dutiesunder **Article VIII** of the PoolingAgreement, including acts of God, floods, fire, explosions of any kind,snowstorms and other irregular weather conditions, unanticipated employeeabsenteeism, mass transportation disruptions, any power failure, telephonefailure or computer failure in the office of the Trustee, including failure ofthe bank wire system utilized by the Trustee or any similar system or failure ofthe Fed Wire system operated by the Federal Reserve Bank of New York and allsimilar events. The Trustee shall notify the Company as soon as reasonablypossible after the beginning of any such delay.

 

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

 

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

 

“**UK Originator Daily Report**” shall mean the report prepared byany UK Originator and attached to any offer Letter and forming part of anyoffer made by any UK Originator pursuant to **Section2.1** of the UK Receivables Purchase Agreement substantially in theForm of **Schedule 2** to the UKReceivables Purchase Agreement;

 

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

 

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

 

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

 

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

 

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

 

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“**U.S. Dollars**” shall mean the legal currency of the UnitedStates of America.

 

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

 

“**U.S. Government Obligor**” shall mean the United Statesgovernment or any subdivision thereof or any agency, department orinstrumentality thereof.

 

“**U.S. Originator**” shall mean (i) Huntsman International LLC,(ii) Tioxide Americas Inc., (iii) Huntsman Propylene Oxide Ltd., (iv) HuntsmanInternational Fuels L.P., (v) Huntsman Ethyleneamines Ltd., (vi) HuntsmanPetrochemical Corporation., (vii) Huntsman Polymers Corporation, (viii)Huntsman Expandable Polymers Company LC and (ix) after the Initial IssuanceDate, any Approved Originator which originates Receivables to Obligors locatedin the United States.

 

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

 

“**U.S. Receivables Purchase Agreement**” means the Second Amendedand 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 HuntsmanEthyleneamines Ltd., each as a seller and an originator, as amended,supplemented or otherwise modified from time to time in accordance with theTransaction 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 bythe Originator to Obligor, as stipulated in the Contract for achieving certainsales volume.

 

“**Volume Rebate Accrual**” shall mean, with respect to any date ofdetermination, for the purposes of determining the Aggregate ReceivablesAmount, the aggregate amount of outstanding Volume Rebate balances ofReceivables as of the Business Day immediately preceding the date of suchdetermination.

 

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

 

“**Withholding Tax Reserve Account**” shall have the meaningassigned to such term in **Section 3.01(a)(vi)**ofthe Pooling Agreements.

 

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