**Exhibit10.4**

 

**Dated as of April 18, 2006**

 

**HUNTSMAN RECEIVABLES FINANCE LLC,**as the Company

 

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

 

**TIOXIDEAMERICAS INC.,HUNTSMAN HOLLAND B.V.,TIOXIDE EUROPE LIMITED,HUNTSMAN INTERNATIONAL LLC,HUNTSMAN PETROCHEMICALS (UK) LIMITED,HUNTSMAN PROPYLENE OXIDE LTD.,HUNTSMAN INTERNATIONAL FUELS, L.P.,TIOXIDE EUROPE S.R.L.,HUNTSMAN SURFACE SCIENCES lTALIA S.R.L.,HUNTSMAN PATRICA S.R.L.,TIOXIDE EUROPE S.L.,HUNTSMAN PERFORMANCE PRODUCTS SPAIN, S.L.,TIOXIDE EUROPE S.A.S.,HUNTSMAN SURFACE SCIENCES (FRANCE) S.A.S.,HUNTSMAN SURFACE SCIENCES UK LIMITED,HUNTSMAN ETHYLENEAMINES LTD.,HUNTSMAN PETROCHEMICAL CORPORATION**HUNTSMANPOLYMERS CORPORATIONHUNTSMAN EXPANDABLE POLYMERS COMPANY, LCasLocal Servicers

 

**J.P. MORGAN BANK (IRELAND) plc,**as Trustee

 

**PRICEWATERHOUSECOOPERS LLP,**as Liquidation Servicer

 

**and**

 

**HUNTSMAN INTERNATIONAL LLC,**as Servicer Guarantor

 

----

 

**SECOND AMENDED AND RESTATEDSERVICING AGREEMENT**

 

----

 

**SIDLEYAUSTIN**

WOOLGATEEXCHANGE25 BASINGHALL STREETLONDON EC2V 5HATELEPHONE 020 7360 3600FACSIMILE 020 7626 7937

 

----

 

**TABLE OFCONTENTS**

 
| ARTICLE I DEFINITIONS                                                  |                                                                                                                                                         |
|------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                   |                                                                                                                                                         |   |
| SECTION 1.01.                                                          | Definitions                                                                                                                                                  |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 1.02.                                                          | Other Definitional Provisions                                                                                                                                |   |
|                                                                   |                                                                                                                                                         |   |
| ARTICLE II ADMINISTRATION AND SERVICING OF RECEIVABLES                 |                                                                                                                                                         |
|                                                                   |                                                                                                                                                         |   |
| SECTION 2.01.                                                          | Appointment of Master Servicer and Local Servicers; Delegation                                                                                               |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 2.02.                                                          | Servicing Procedures                                                                                                                                         |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 2.03.                                                          | Collections                                                                                                                                                  |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 2.04.                                                          | Reconciliation of Deposits                                                                                                                                   |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 2.05.                                                          | Servicing Compensation                                                                                                                                       |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 2.06.                                                          | Advances by the Master Servicer                                                                                                                              |   |
|                                                                   |                                                                                                                                                         |   |
| ARTICLE III REPRESENTATIONS AND WARRANTIES                             |                                                                                                                                                         |
|                                                                   |                                                                                                                                                         |   |
| SECTION 3.01.                                                          | Representations and Warranties of the Master Servicer, Local Servicers  and the Servicer Guarantor                                                           |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 3.02.                                                          | Additional Representations and Warranties of the Master Servicer                                                                                             |   |
|                                                                   |                                                                                                                                                         |   |
| ARTICLE IV COVENANTS OF THE MASTER SERVICER AND THE SERVICER GUARANTOR |                                                                                                                                                         |
|                                                                   |                                                                                                                                                         |   |
| SECTION 4.01.                                                          | Delivery of Daily Reports                                                                                                                                    |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 4.02.                                                          | Delivery of Monthly Settlement Report                                                                                                                        |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 4.03.                                                          | Delivery of Quarterly Master Servicer’s Certificates                                                                                                    |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 4.04.                                                          | Delivery of Independent Public Accountants’ Letter Related to Annual  Review of Originator Daily Reports, Daily Reports and Monthly Settlement  Reports |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 4.05.                                                          | Extension, Amendment and Adjustment of Receivables; Amendment of  Policies                                                                                   |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 4.06.                                                          | Protection of Holders’ Rights                                                                                                                           |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 4.07.                                                          | Security Interest                                                                                                                                            |   |
|                                                                   |                                                                                                                                                         |   |
| SECTION 4.08.                                                          | Location of Records                                                                                                                                          |   |

 

----

 
| SECTION 4.09.                                                    | Inspection Rights                                                                                                 |   |
|------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|--------|
|                                                             |                                                                                                              |   |
| SECTION 4.10.                                                    | Delivery of Financial Reports                                                                                     |   |
|                                                             |                                                                                                              |   |
| SECTION 4.11.                                                    | Notices                                                                                                           |   |
|                                                             |                                                                                                              |   |
| SECTION 4.12.                                                    | Servicing Standard                                                                                                |   |
|                                                             |                                                                                                              |   |
| SECTION 4.13.                                                    | Delivery of Information or Documents Requested by the Company                                                     |   |
|                                                             |                                                                                                              |   |
| SECTION 4.14.                                                    | Maintenance of Records                                                                                            |   |
|                                                             |                                                                                                              |   |
| SECTION 4.15.                                                    | Compliance with FX Hedging Policy                                                                                 |   |
|                                                             |                                                                                                              |   |
| SECTION 4.16.                                                    | Designated Lines of Business                                                                                      |   |
|                                                             |                                                                                                              |   |
| SECTION 4.17.                                                    | Notice, Reports, Directions by Master Servicer                                                                    |   |
|                                                             |                                                                                                              |   |
| ARTICLE V OTHER MATTERS  RELATING TO THE MASTER SERVICER         |                                                                                                              |
|                                                             |                                                                                                              |   |
| SECTION 5.01.                                                    | Merger, Consolidation, etc.                                                                                       |   |
|                                                             |                                                                                                              |   |
| SECTION 5.02.                                                    | Indemnification of the Company, Liquidation Servicer, Trust and the  Trustee                                      |   |
|                                                             |                                                                                                              |   |
| SECTION 5.03.                                                    | Master Servicer Not to Resign                                                                                     |   |
|                                                             |                                                                                                              |   |
| SECTION 5.04.                                                    | Access to Certain Documentation and Information Regarding the  Receivables                                        |   |
|                                                             |                                                                                                              |   |
| ARTICLE VI MASTER SERVICER DEFAULTS; MASTER SERVICER TERMINATION |                                                                                                              |
|                                                             |                                                                                                              |   |
| SECTION 6.01.                                                    | Master Servicer Defaults                                                                                          |   |
|                                                             |                                                                                                              |   |
| SECTION 6.02.                                                    | Trustee To Act; Appointment of Successor                                                                          |   |
|                                                             |                                                                                                              |   |
| SECTION 6.03.                                                    | Waiver of Past Defaults                                                                                           |   |
|                                                             |                                                                                                              |   |
| ARTICLE VII GUARANTY                                             |                                                                                                              |
|                                                             |                                                                                                              |   |
| SECTION 7.01.                                                    | Guaranty                                                                                                          |   |
|                                                             |                                                                                                              |   |
| SECTION 7.02.                                                    | Scope of Guarantor’s Liability                                                                               |   |
|                                                             |                                                                                                              |   |
| SECTION 7.03.                                                    | The Company and the Trustee’s Right to Amend this Agreement                                                  |   |
|                                                             |                                                                                                              |   |
| SECTION 7.04.                                                    | Waiver of Certain Rights by Guarantor                                                                             |   |
|                                                             |                                                                                                              |   |
| SECTION 7.05.                                                    | Master Servicer’s Obligations to Guarantor and Guarantor’s Obligations  to Master Servicer Subordinated |   |

 

ii

----

 
| SECTION 7.06.                         | Guarantor to Pay the Company and the Trustee’s Expenses |   |
|---------------------------------------|--------------------------------------------------------------|--------|
|                                  |                                                         |   |
| SECTION 7.07.                         | Reinstatement                                                |   |
|                                  |                                                         |   |
| ARTICLE VIII MISCELLANEOUS PROVISIONS |                                                         |
|                                  |                                                         |   |
| SECTION 8.01.                         | Amendment                                                    |   |
|                                  |                                                         |   |
| SECTION 8.02.                         | Termination                                                  |   |
|                                  |                                                         |   |
| SECTION 8.03.                         | Governing Law                                                |   |
|                                  |                                                         |   |
| SECTION 8.04.                         | WAIVER OF TRIAL BY JURY AND SUBMISSION TO JURISDICTION       |   |
|                                  |                                                         |   |
| SECTION 8.05.                         | Notices                                                      |   |
|                                  |                                                         |   |
| SECTION 8.06.                         | Counterparts                                                 |   |
|                                  |                                                         |   |
| SECTION 8.07.                         | Third-Party Beneficiaries                                    |   |
|                                  |                                                         |   |
| SECTION 8.08.                         | Merger and Integration                                       |   |
|                                  |                                                         |   |
| SECTION 8.09.                         | Headings                                                     |   |
|                                  |                                                         |   |
| SECTION 8.10.                         | No Set-Off                                                   |   |
|                                  |                                                         |   |
| SECTION 8.11.                         | No Bankruptcy Petition                                       |   |
|                                  |                                                         |   |
| SECTION 8.12.                         | Responsible Officer Certificates; No Recourse                |   |
|                                  |                                                         |   |
| SECTION 8.13.                         | Consequential Damages                                        |   |
|                                  |                                                         |   |
| SECTION 8.14.                         | Liquidation Servicer                                         |   |
|                                  |                                                         |   |
| SECTION 8.15.                         | Effectiveness of this Agreement                              |   |

 

**SCHEDULES**

 
| Schedule 1 |   | Form of  Quarterly Master Servicer’s Certificate      |
|------------|--------|------------------------------------------------------------|
| Schedule 2 |   | Form of  Annual Agreed-Upon Procedures for Report Auditors |
| Schedule 3 |   | Location of  Records                                       |
| Schedule 4 |   | Liquidation  Servicer Duties                               |

 

iii

----

 

This SECOND AMENDEDAND RESTATED SERVICING AGREEMENT, dated as of April 18, 2006 (this “**Agreement**”), among (i) HUNTSMAN RECEIVABLES FINANCE LLC, alimited liability company organized under the laws of the State of Delaware(the “**Company**”), (ii) HUNTSMAN (EUROPE) BVBA,a company organized under the laws of Belgium, as the master servicer (the “**Master Servicer**”), (iii) HUNTSMAN INTERNATIONAL LLC, aDelaware limited liability company, TIOXIDE AMERICAS, INC., a company organizedunder the laws of the Cayman Islands, HUNTSMAN PROPYLENE OXIDE LTD., a limitedpartnership organized under the laws of Texas, HUNTSMAN INTERNATIONAL FUELS,L.P., a limited partnership organized under the laws of Texas, HUNTSMAN HOLLANDB.V., a limited liability company organized under the laws of the Netherlands,TIOXIDE EUROPE LIMITED, a corporation organized under the laws of England andWales, HUNTSMAN PETROCHEMICALS (UK) LIMITED, a corporation organized under thelaws of England and Wales, TIOXIDE EUROPE S.R.L., a limited liability companyorganized under the laws of Italy, HUNTSMAN SURFACE SCIENCES ITALIA S.R.L., alimited liability company organized under the laws of Italy, HUNTSMAN PATRICAS.R.L., a limited liability company organized under the laws of Italy, TIOXIDEEUROPE S.L., a closed limited liability company organized under the laws ofSpain, HUNTSMAN PERFORMANCE PRODUCTS SPAIN S.L., a closed limited liabilitycompany organized under the laws of Spain, TIOXIDE EUROPE S.A.S., a closed,simplified limited liability company organized under the laws of France,HUNTSMAN SURFACE SCIENCES (FRANCE) S.A.S., a closed, simplified limitedliability company organized under the laws of France, HUNTSMAN SURFACE SCIENCESUK LIMITED, a private limited company organized under the laws of England andWales, HUNTSMAN ETHYLENEAMINES LTD., a limited partnership organized under thelaws of Texas, HUNTSMAN PETROCHEMICAL CORPORATION, a corporation organizedunder the laws of Delaware, HUNTSMAN POLYMERS CORPORATION, a corporationorganized under the laws of Delaware, and HUNTSMAN EXPANDABLE POLYMERS COMPANY,LC, a limited liability company organized under the laws of Utah, as LocalServicers (defined below), (iv) HUNTSMAN INTERNATIONAL LLC, a limited liabilitycompany established under the laws of the State of Delaware, as ServicerGuarantor (the “**Servicer Guarantor**” and, from timeto time “**Huntsman International**”, and (v) J.P.MORGAN BANK (IRELAND) plc selected, not in its individual capacity, but solelyas trustee (in such capacity, the “**Trustee**”) and(vi) PRICEWATERHOUSECOOPERS LLP, a limited liability partnership incorporatedunder the laws of England and Wales (registered number OC303525), asLiquidation Servicer (the “**Liquidation Servicer**”),amends and restates the AMENDED AND RESTATED SERVICING AGREEMENT, dated as of October21, 2002 (the “**Original Agreement**”) among (i) theCompany, (ii) the Master Servicer, (iii) TIOXIDE AMERICAS, INC., HUNTSMANHOLLAND B.V., TIOXIDE EUROPE LIMITED, HUNTSMAN INTERNATIONAL LLC, HUNTSMANPETROCHEMICALS (UK) LIMITED, HUNTSMAN PROPYLENE OXIDE LTD., HUNTSMANINTERNATIONAL FUELS, L.P., TIOXIDE EUROPE S.R.L., HUNTSMAN SURFACE SCIENCESITALIA S.R.L., HUNTSMAN PATRICA S.R.L., TIOXIDE EUROPE S.L., HUNTSMANPERFORMANCE PRODUCTS SPAIN, S.L., TIOXIDE EUROPE S.A.S., HUNTSMAN SURFACESCIENCES (FRANCE) S.A.S., HUNTSMAN SURFACE SCIENCES UK LTD, and HUNTSMANETHYLENEAMINES LTD., as Local Servicers thereunder, (iv) the ServicerGuarantor, (v) the Trustee and (vi) the Liquidation Servicer.

 

4

----

 

W I T N E S SE T H :

 

WHEREAS,Tioxide Americas Inc., Huntsman Propylene Oxide Ltd., Huntsman InternationalFuel L.P., Huntsman Ethyleneamines Ltd., Huntsman Petrochemical Corporation,Huntsman Polymers Corporation and Huntsman Expandable Polymers Company, LC(each a “**U.S. Originator**” and together the “**U.S. Originators**”) and Huntsman International have enteredinto the Second Amended and Restated U.S. Receivables Purchase Agreement, datedas of the date hereof (as amended, restated or otherwise modified and in effectfrom time to time, the “**U.S. Receivables PurchaseAgreement**”);

 

WHEREAS,pursuant to the U.S. Receivables Purchase Agreement, the U.S. Originators shallsell to Huntsman International and Huntsman International shall purchase fromthe U.S. Originators all of the U.S. Originators’ right, title and interest in,to and under certain Receivables now existing and hereafter arising from timeto time and other Receivable Assets (as defined in the U.S. ReceivablesPurchase Agreement) related to such Receivables;

 

WHEREAS, HuntsmanSurface Sciences UK Limited, Tioxide Europe Limited and Huntsman Petrochemicals(UK) Limited (each a “**UK Originator**”and together the “**UK Originators**”)and Huntsman International have entered into the Second Amended and Restated UKReceivables Purchase Agreement, dated as of the date hereof (as amended,restated or otherwise modified and in effect from time to time, the “**UK Receivables Purchase Agreement**”);

 

WHEREAS,pursuant to the UK Receivables Purchase Agreement, the UK Originators shallsell to Huntsman International and Huntsman International shall purchase fromthe UK Originators all of the UK Originators’ right, title and interest in, toand under certain Receivables now existing and hereafter arising from time totime and other Receivable Assets (as defined in the UK Receivables PurchaseAgreement) related to such Receivables;

 

WHEREAS,Huntsman Holland B.V. (the “**Dutch Originator**”),Tioxide Europe Srl, Huntsman Surface Sciences Italia Srl and Huntsman PatricaSrl, (each an “**Italian Originator**” and togetherthe “**Italian Originators**”), Tioxide EuropeS.L., and Huntsman Surface Sciences Ibérica, S.L., (each a “**Spanish Originator**” and together the “**SpanishOriginators**”), Tioxide Europe SAS, and Huntsman Surface Sciences(France) S.A.S., (each a “**French Originator**”and together the “**French Originators**”and, together with the Dutch Originator, the Italian Originators and theSpanish Originators, the “**European Originators**”),Huntsman International and the Company have entered into an Amended andRestated Omnibus Receivables Purchase Agreement, dated as of the date hereof (asamended, restated or otherwise modified and in effect from time to time, the “**Omnibus Receivables Purchase Agreement**”);

 

WHEREAS,pursuant to the Omnibus Receivables Purchase Agreement, the EuropeanOriginators (except for the French Originators) shall sell to HuntsmanInternational and Huntsman International shall purchase from the EuropeanOriginators (except for the French Originators), all of such EuropeanOriginators’ right, title and interest in, to and under certain Receivablesoriginated by such European Originator now existing and hereafter arising fromtime to time and the other Receivable Assets related to such Receivables;

 

WHEREAS,pursuant to the Omnibus Receivables Purchase Agreement, the French Originators shallsell to the Company, and the Company shall purchase from the FrenchOriginators, all of the French Originators’ right, title and interest in, toand under certain

 

5

----

 

Receivablesoriginated by the French Originators now existing and hereafter arising fromtime to time and the other Receivable Assets related to such Receivables;

 

WHEREAS,Huntsman International (collectively with the U.S. Originators, the UKOriginators and the European Originators, the “**Originators**”)and the Company have entered into an Amended and Restated Contribution Agreement,dated as of the date hereof (as amended, restated or otherwise modified and ineffect from time to time, the “**Contribution Agreement**”and, collectively with the Receivables Purchase Agreements, the “**Origination Agreements**”);

 

WHEREAS, theCompany, the Master Servicer and the Trustee have entered into the Second Amendedand Restated Pooling Agreement, dated as of April 18, 2006 (as amended,restated or otherwise modified and in effect from time to time, the “**Pooling Agreement**”);

 

WHEREAS,pursuant to the Pooling Agreement, (i) the Company shall grant to the Trust,and the Trust will receive from the Company, a Participation (without effectingany transfer or conveyance of any right, title or interest thereunder) in theCompany’s right, title and interest in, to and under the Receivables, and therelated other Participation Assets owned by the Company, and (ii) the Companygrants to the Trust a security interest in all of its right, title and interestin, to and under the Receivables and the related other Participation Assets andthe Origination Agreements; and

 

WHEREAS, inaccordance with **Section 6.02(b)**and **Schedule 4** of this Agreement, the Liquidation Servicer may commencethe performance of its services for the Company;

 

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

 

# **ARTICLEI**

 

# **DEFINITIONS**

 

## **SECTION 1.01.**                                                           Definitions.

 

Capitalizedterms used herein shall, unless otherwise defined or referenced herein, havethe meanings assigned to such terms in Annex X attached to the PoolingAgreement which Annex X is incorporated by reference herein.

 

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

 

### (a)                                  All terms defined in this Agreement (directly or by incorporation byreference pursuant to **Section 1.01**)shall have the defined meanings when used in any certificates or other documentmade or delivered pursuant hereto 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(directly or by incorporation by reference pursuant to **Section 1.01**)and accounting terms partly defined herein (directly or by incorporation byreference pursuant to **Section 1.01)**,to the extent not defined, shall have the respective meanings given to themunder GAAP. To the extent that the definitions of accounting terms herein orincorporated by reference herein are inconsistent with the

 

6

----

 

### 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, Schedule andExhibit references contained in this Agreement are references to Sections,Schedules and Exhibits in or to this Agreement unless otherwise specified.

 

### (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, the feminine and the neuter genders of such terms.

 

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

 

### (f)                                    Any reference herein to a Schedule or Exhibit to this Agreementshall be deemed to be a reference to such Schedule or Exhibit as it may beamended, modified or supplemented from time to time to the extent that suchSchedule or Exhibit may be amended, modified or supplemented (or any term orprovision of any Transaction Document may be amended that would have the effectof amending, modifying or supplementing information contained in such Scheduleor Exhibit) in compliance with the terms of the Transaction Documents.

 

### (g)                                 Any reference in this Agreement to any representation, warranty orcovenant “deemed” to have been made is intended to encompass onlyrepresentations, warranties or covenants that are expressly stated to berepeated on or as of dates following the execution and delivery of thisAgreement, and no such reference shall be interpreted as a reference to anyimplicit, inferred, tacit or otherwise unexpressed representation, warranty orcovenant.

 

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

 

# **ARTICLEII**

 

# **ADMINISTRATIONAND SERVICING OF RECEIVABLES**

 

## **SECTION 2.01.**                                                           Appointment of Master Servicer and Local Servicers; Delegation.

 

### (a)                                  (i) The Company hereby appoints the Master Servicer to act as, andthe Master Servicer hereby accepts its appointment and agrees to act as, MasterServicer under the Pooling and Servicing Agreements. The Master Servicer shallhave responsibility for the management of the servicing and receipt ofCollections in respect of the Receivables originated by the Originators andowned by the Company. The Master Servicer shall have the authority to make anymanagement decisions relating to each such Receivable to the extent suchauthority is granted to the Master Servicer hereunder and under any Pooling andServicing Agreement. Unless and until the Master Servicer has been

 

7

----

 

### replaced as Master Servicer in accordance with theprovisions hereof, the Company, the Trustee and the Holders shall treat theMaster Servicer as Master Servicer and may conclusively rely on theinstructions, notices and reports of the Master Servicer for so long as theMaster Servicer continues in its appointment as Master Servicer.

 

### (b)                                 In addition to the appointment of each of the Local Servicerspursuant to **Section 2.01(c)**, and withoutlimiting the generality of **Section 2.02**and subject to **Section 6.02**, each of the MasterServicer and any Local Servicer is hereby further authorized and empowered todelegate or assign any or all of its servicing, collection, enforcement andadministrative duties hereunder with respect to the Receivables to one or morePersons who agree to conduct such duties in accordance with the Policies; **provided**, **however**, that,with respect to any such Person, the Master Servicer or such Local Servicer shallgive prior written notice to the Company, the Trustee and each Funding Agentprior to any such delegation or assignment. Prior to such delegation orassignment being effective, the Master Servicer shall have received the writtenconsent of the Company, the Trustee and the Funding Agent(s) representing morethan 50% of the Aggregate Invested Amount to such delegation or assignment. Nodelegation or assignment of duties by the Master Servicer permitted hereunder (includingany sub-delegation by a Local Servicer) shall relieve the Master Servicer ofits liability and responsibility with respect to such duties.

 

### (c)                                  In order to perform the obligations hereunder, the Master Servicermay from time to time appoint one or more Originators or other Affiliates as alocal servicer (each entity, in such capacity, “**LocalServicer**”) for the Receivables owned by the Company; **provided** that the Master Servicer may appoint an Affiliatewhich is not an Originator of the Receivables that are to be serviced only withthe prior written consent of the Funding Agent(s) representing more than 50% ofthe Aggregate Invested Amount. References to the servicing covenants, dutiesand obligations of the Master Servicer hereunder shall also be deemed to referto the Local Servicers’ covenants, duties and obligations; **provided**,**however**, that in the event that a LocalServicer shall resign or be removed from its position, unless an alternateLocal Servicer is appointed by the Master Servicer, the Master Servicer shallitself service the Receivables previously serviced by such Local Servicer.

 

### (d)                                 Each of the Local Servicers shall manage the servicing andadministration of Receivables to be serviced by it, the collection of paymentsdue under such Receivables, the preparation and submission of the OriginatorDaily Report, and the charging off of any such Receivables as uncollectible,all in accordance with the Policies and the terms of the Pooling and ServicingAgreements. To the extent any Originator or other Affiliate of the MasterServicer is appointed as a Local Servicer, such Local Servicer shall, withrespect to the Receivables to be serviced by it, have all the rights and privilegesprovided hereunder to the Master Servicer with respect to the servicing ofReceivables (subject to the limitations and conditions set forth herein).

 

8

----

 

## **SECTION 2.02.**                                                           Servicing Procedures.

 

### (a)                                  The Master Servicer shall have full power and authority, actingalone or through any party properly appointed or otherwise designated by it hereunder,to do any and all things in connection with such servicing and administrationthat it may deem necessary or desirable, but subject to the terms of thisAgreement and the other Transaction Documents. Without limiting the generalityof the foregoing and subject to **Section 6.01**,the Master Servicer and its designees are hereby authorized and empowered (i)to execute and deliver, any and all instruments of satisfaction orcancellation, or of partial or full release or discharge, and all other comparableinstruments, with respect to the Receivables and, after the delinquency of anyReceivable and to the extent permitted under and in compliance with thePolicies and with applicable Requirements of Law, to commence enforcementproceedings with respect to Receivables and (ii) to make any filings, reports,notices, applications, registrations with, and to seek any consents orauthorizations from the United States Securities and Exchange Commission, anystate securities authority and any foreign securities authority on behalf ofthe Trust as may be necessary or advisable to comply with any Federal, state orforeign securities or reporting requirements or laws.

 

### (b)                                 Without limiting the generality of the foregoing and subject to **Section 6.02**, the Master Servicer and its designees arehereby authorized and empowered to give written direction to the Trustee withrespect to transfers within and withdrawals from the Company ConcentrationAccounts and payments to the Company Receipts Accounts (which directions may bein the form of a Daily Report) and as otherwise specified in the Pooling andServicing Agreements.

 

### (c)                                  The Master Servicer and its designees shall, at the Master Servicer’sown cost and expense and as agent for the Company, collect, and in accordancewith the Policies, as and when the same becomes due, the amount owing on eachReceivable. The Master Servicer and its designees shall not make any materialchange in its administrative, servicing and collection systems that deviatesfrom the Policies, except as expressly permitted by the terms of the Poolingand Servicing Agreements and after giving written notice to the Trustee of anysuch change. In the event of default under any Receivable, the Master Servicer andits designees shall have the power and authority, on behalf of the Company, totake such action in respect of such Receivable as the Master Servicer and its designeesmay deem advisable. In the enforcement or collection of any Receivable, theMaster Servicer and any of its designees shall be entitled, but not required,to sue thereon in (i) its own name or (ii) if, but only if, the Companyconsents in writing (which shall not be unreasonably withheld), as agent forthe Company. In no event shall the Master Servicer or any of its designees beentitled to take any action that would make the Company, the Trustee, anyFunding Agent or any Investor Certificateholder a party to any litigationwithout the express prior written consent of such Person.

 

### (d)                                 Except as provided in any Pooling and Servicing Agreements, neitherthe Master Servicer, its designees nor the Liquidation Servicer or anySuccessor Master Servicer shall be obligated to use separate servicingprocedures, offices, employees or accounts for servicing the Receivablestransferred to the

 

9

----

 

### Company from the procedures, offices, employees andaccounts used by the Master Servicer or any Local Servicer or Successor Master Servicer,as the case may be, in connection with servicing other receivables.

 

### (e)                                  The Master Servicer and its designees shall comply with and performits servicing obligations with respect to the Receivables in accordance withthe Contracts relating to the Receivables and the Policies.

 

### (f)                                    The Master Servicer and its designees shall not take any action tocause any U.S. Receivable not evidenced by any “instrument” or which does notconstitute “chattel paper” (each as defined under the applicable UCC or othersimilar applicable law, statute or legislation) upon origination to becomeevidenced by an “instrument” or become “chattel paper” and the Master Serviceror its designee shall not take any action to cause any interest in any U.S.Receivable to be evidenced by any title documents in bearer form, except inconnection with its enforcement or collection of such Receivable. If any U.S.Receivable is evidenced by an “instrument” or “chattel paper” (as defined underthe applicable UCC), the Master Servicer or its designee shall either (i)deliver such instrument or title documents to the Trustee as soon as reasonablypracticable, but in no event more than three (3) calendar days after executionthereof or (ii) appropriately mark the Contract relating to such Receivablewith words substantially to the following effect: “THIS RECEIVABLE HAS BEENPLEDGED TO J.P. MORGAN BANK (IRELAND) PLC, AS TRUSTEE PURSUANT TO THE TERMS ANDCONDITIONS OF THE SECOND AMENDED AND RESTATED POOLING AGREEMENT, DATED AS OF APRIL18, 2006, AMONG HUNTSMAN RECEIVABLES FINANCE, LLC, HUNTSMAN (EUROPE) BVBA ANDJ.P. MORGAN BANK (IRELAND) PLC.”

 

## **SECTION 2.03.**                                                           Collections.

 

### (a)                                  The Master Servicer and its designees shall instruct all Obligors tomake all payments in respect of the Receivables to one of the CollectionAccounts. Each of the Company and the Master Servicer represents, warrants andagrees that all Collections shall be collected, processed and deposited by itpursuant to, and in accordance with the terms of, the Pooling and ServicingAgreements. Without limiting the generality of the foregoing, the Master Servicershall comply with the provisions of **Section 3.01(f)**of the Pooling Agreement as to remittance of funds available in any CollectionAccount or Master Collection Account. All Collections in the CollectionAccounts or Master Collection Accounts shall be transferred to the applicableCompany Concentration Accounts by no later than 12:30 p.m. London time on thenext Business Day following the day of receipt of Collections in the CollectionAccounts. In the event that any payments in respect of any Receivable are madedirectly to the Master Servicer or any Local Servicer, the Master Servicer or suchLocal Servicer shall, within one (1) Business Day of receipt thereof, deliveror deposit such amounts to the appropriate currency Company ConcentrationAccount and, prior to forwarding such amounts, the Master Servicer or the LocalServicer shall hold such payments on behalf of the Company.

 

10

----

 

### (b)                                 The Master Servicer shall administer amounts on deposit in theCollection Accounts and the Master Collection Accounts in accordance with theterms of the Pooling and Servicing Agreements. The Trustee (at the direction ofthe Master Servicer) shall administer amounts on deposit in the CompanyConcentration Accounts in accordance with the terms of the Pooling andServicing Agreements. Each of the Company and the Master Servicer acknowledgesand agrees that (i) it shall not have any right to withdraw any funds ondeposit in any Collection Account and the Master Collection Account exceptpursuant to the terms of the Pooling and Servicing Agreements and (ii) allamounts deposited in any Company Concentration Account shall be under the soledominion and control of the Trustee (in each case pursuant to the securityinterest granted by the Company under the Pooling Agreement), subject to theMaster Servicer’s rights to direct the applications and transfers of any suchamounts as provided by the terms of any Pooling and Servicing Agreements, suchdirections to be included in the Daily Report.

 

### (c)                                  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 forth the amountof Collections attributable to such Receivable. If the Trustee shall havereceived such written notice within five (5) Local Business Days of the LocalBusiness Day on which such Collections have been deposited into a CollectionAccount, such Collections shall be transferred to the relevant Company ReceiptsAccount by the Trustee.

 

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

 

### (e)                                  The Master Servicer shall procure the Forward Rates from the FXCounterparty in order to prepare the Daily Report and the Monthly SettlementReport and the Master Servicer shall procure the Spot Rates from the FXCounterparty in order to make the distributions from the Series ConcentrationAccounts set forth in **Sections 3.01(f)**,**(g)**, **(h)**and **(i)** of the Pooling Agreement.

 

## **SECTION 2.04.**                                                           Reconciliation of Deposits.

 

If, in respectof Collections on account of a Receivable, the Master Servicer deposits into aCollection Account, or a Company Concentration Account (a) a check orelectronic payment request that is not honored for any reason or (b) an amountthat is less than or more than the actual amount of such Collections, theMaster Servicer shall, in lieu of making a reconciling withdrawal or deposit(and any related bookkeeping entries), as the case may be, adjust the amountsubsequently deposited into such Collection Account or Company Concentration

 

11

----

 

Account toreflect such dishonored check or electronic payment re-claim or depositmistake. Any Receivable in respect of which a dishonored check or electronicpayment re-claim is received shall be deemed not to have been paid; **provided**, that no adjustments made pursuant to this **Section 2.04** shall change any amount previously reportedpursuant to **Section 4.02**.

 

## **SECTION 2.05.**                                                           Servicing Compensation.

 

### (a)                                  Prior to the Liquidation Servicer Commencement Date, as compensationfor the administration and servicing activities hereunder, the Master Servicershall be entitled to receive on each Distribution Date in arrears, for thepreceding Settlement Period prior to the termination of the Trust pursuant to **Section 9.01** of the Pooling Agreement, a portion (expressedas a percentage) of a servicing fee (the “**Servicing Fee**”),which shall be a maximum amount equal to the product of (A) the Servicing FeePercentage, (B)(i) the average aggregate Principal Amount of the Receivablesfor such Settlement Period or (ii) with respect to the initial Accrual Period,the average aggregate Principal Amount of the Receivables from (and including)the Series 2000-1 Issuance Date to (but excluding) the last day of the initialSettlement Period and (C) the number of days in such Settlement Period **divided****by** 360. The Companyand the Initial Master Servicer may from time to time agree in writing to areduced Servicing Fee. If there is a Master Servicer Default and a SuccessorMaster Servicer Default is appointed by the Trustee, the servicing fee for suchSuccessor Master Servicer shall be the fee agreed upon between the Trustee andsuch Successor Master Servicer; **provided**,**however**, that such servicing fee shall not exceed themaximum Servicing Fee payable hereunder to the Master Servicer. The servicingfee payable to the Liquidation Servicer shall be the Liquidation Servicing Fee.Except as otherwise set forth in the related Supplement, the share of theServicing Fee allocable to Certificates of each Outstanding Series for anySettlement Period shall be an amount equal to the product of (i) the ServicingFee for such Settlement Period and (ii) a fraction (expressed as a percentage)(A) the numerator of which is the daily average Invested Amount for suchSettlement Period with respect to such Outstanding Series and (B) thedenominator of which is the daily average Aggregate Invested Amount for suchSettlement Period (with respect to any such Series, the “**MonthlyServicing Fee**”). The Master Servicer (acting in such capacity) shallbe entitled to retain 10% of the Servicing Fee and shall pay each LocalServicer a percentage of the remaining Servicing Fee in an amount equal to thepercentage obtained by dividing the aggregate Principal Amount of Receivables servicedby such Local Servicer by the Aggregate Receivables Amount. The Servicing Feeshall be payable to the Master Servicer (and by the Master Servicer to theLocal Servicers) solely pursuant to the terms of, and to the extent amounts areavailable for payment under, **Article III** ofthe Pooling Agreement. The Company and the Trustee shall have no liability topay any amount of the Servicing Fee or any other fee or expense to the LocalServicers. Any such fee which is payable to a Local Servicer belonging in theUnited Kingdom shall be inclusive of United Kingdom value added tax and theapplication of Section 89 of the United Kingdom Value Added Tax Act 1994 shallbe excluded in relation to such fee.

 

12

----

 

### (b)                                 The Company hereby directs the Master Servicer to pay (from funds ofthe Company only) amounts due to the Liquidation Servicer, in the event it hasbeen appointed to commence performance of its services, including theLiquidation Servicer’s reasonable out-of-pocket expenses relating to theLiquidation Servicer’s inspections, if any, of the Master Servicer’s servicingfacilities. In no event shall the Master Servicer or the Liquidation Servicer,in the event it has been appointed to commence performance of its services, beliable for any Federal, state or local income or franchise tax, or any interestor penalties with respect thereto, assessed on the Trust, the Trustee or theInvestor Certificateholders or the Liquidation Servicer except in accordancewith **Section 5.02**. Notwithstanding anythingto the contrary in any other Pooling and Servicing Agreements, in the eventthat the Master Servicer fails to pay any amount due to the LiquidationServicer pursuant to **Section 8.05** ofthe Pooling Agreement, or following the commencement and continuation (for aperiod greater than any applicable grace period) of an Early AmortizationPeriod, the Liquidation Servicer shall be entitled, in addition to any otherrights it may have under law and under the Pooling Agreement, to receivedirectly such amounts owing to it under the Pooling and Servicing Agreementsfrom, and in the same order of priority as, the Servicing Fee before payment tothe Master Servicer or Local Servicer of any portion thereof. The MasterServicer shall be required to pay its own and any Local Servicer’s expenses forits own account and shall not be entitled to any payment therefor other thanthe Servicing Fee. Nothing contained herein shall be construed to limit theobligation of the Company to pay any amounts due to the Liquidation Servicerpursuant to **Section 8.05** of the PoolingAgreement. Other than as provided herein or in any other Transaction Document,the Trustee may not set-off or apply funds except as permitted by **Article III** of the Pooling Agreement or any Supplementthereto and the Trustee hereby agrees that it shall have no right of setoff orbanker’s lien against, and no right to otherwise deduct from, the Servicing Feefor any amount owed to it by the Master Servicer, in its capacities the MasterServicer or otherwise, pursuant to the Transaction Documents.

 

## **SECTION 2.06.**                                                           Advances by the Master Servicer.

 

### (a)                                  The Master Servicer to the extent it determines that such Servicer Advancewould be recoverable from subsequent Collections may deposit into theapplicable Series Principal Concentration Subaccount or applicable SeriesNon-Principal Concentration Subaccount monies in an Approved Currency in anamount equal to any projected liquidity shortfall as determined by the MasterServicer. The Master Servicer shall set forth in the Daily Report and the MonthlySettlement Report the amount of all Servicer Advances made by the MasterServicer during the related reporting period.

 

### (b)                                 On each Distribution Date, the Trustee shall reimburse the MasterServicer for the Outstanding Amount Advanced in accordance with the provisionsof each Supplement.

 

13

----

 

# **ARTICLEIII**

 

# **REPRESENTATIONSAND WARRANTIES**

 

## **SECTION 3.01.**                                                           Representations and Warranties of the Master Servicer, LocalServicers and the Servicer Guarantor.

 

As of (i) thedate hereof and (ii) each Issuance Date, each of the Master Servicer, eachLocal Servicer and the Servicer Guarantor hereby severally makes the followingrepresentations and warranties to the Company and the Trustee:

 

### (a)                                  *Organization; Powers.*It(i) is duly organized or formed, validly existing and, to the extentapplicable, in good standing under the laws of the jurisdiction of itsformation or organization, (ii) has all requisite power and authority to ownits property and assets and to carry on its business as now conducted and asproposed to be conducted, (iii) is qualified to do business in, and, to theextent applicable, in good standing in, every jurisdiction where the nature ofits business 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 power and authority to execute, deliver and perform itsobligations under each of the Transaction Documents and each other agreement orinstrument contemplated hereby or thereby to which it is or will be a party.

 

### (b)                                 *Authorization; No Conflict.*The execution, delivery and performance by it of each of theTransaction Documents to which it is a party and performance of theTransactions contemplated thereby (i) have been duly authorized by allrequisite corporate and, if applicable and required, stockholder, member orpartner action as applicable and (ii) will not (A) violate (l) any Requirementof Law applicable to it or (2) any provision of any Transaction Document orother material Contractual Obligation to which it is a party or by which it orany of its property is or may be bound, (B) be in conflict with, result in abreach of or constitute (alone or with notice or lapse of time or both) adefault under, or give rise to any right to accelerate or to require theprepayment, repurchase or redemption of any obligation under any TransactionDocument or any other material Contractual Obligation to which it is a party orby which its property is or may be bound, except where any such conflict,violation, breach or default referred to in clause (A) or (B), individually orin the aggregate, could not reasonably be expected to have a Material AdverseEffect with respect to it, or (C) result in the creation or imposition of anyLien upon the Receivables (other than Permitted Liens).

 

### (c)                                  *Enforceability*. ThisAgreement and each other Transaction Document to which it is a party has beenduly executed and delivered by it and constitutes a legal, valid and binding obligationenforceable against it in accordance with such document’s terms, subject (a) toapplicable bankruptcy, insolvency, reorganization, moratorium and other similarlaws affecting the enforcement of creditors’ rights generally, from time totime in effect and (b) to general principles of equity (whether enforcement issought by a proceeding in equity or at law).

 

14

----

 

### (d)                                 *Governmental Approvals*.No action, consent or approval of, registration or filing with or any otheraction by any Governmental Authority is or will be required in connection withthe Transactions, except for (i) the filing of UCC financing statements (orother applicable similar filings) in any applicable jurisdictions necessary toperfect the Company’s ownership interest in the Receivables and the Trust’sParticipation and security interest in the Receivables, and (ii) such as havebeen made or obtained and are in full force and effect.

 

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

 

#### (i)                                     There are no actions, suits or proceedings at law or in equity or byor before any Governmental Authority now pending or, to its knowledge,threatened against it (i) in connection with the execution and delivery of theTransaction Documents and the consummation of the Transactions contemplatedthereunder or (ii) as to which there is a reasonable possibility of an adversedetermination and that, if adversely determined, could reasonably be expected,individually or in the aggregate, to result in a Material Adverse Effect withrespect to it.

 

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

 

#### (iii)                               It is not in default under or with respect to any Requirement of Lawapplicable to the collection and servicing of Receivables where such defaultwould be reasonably likely to have a Material Adverse Effect with respect toit.

 

### (f)                                    *Agreements*.

 

#### (i)                                     It is not a party to any agreement or instrument or subject to anycorporate, restriction in its organizational documents that has resulted orcould reasonably be expected to result in a Material Adverse Effect withrespect to it.

 

#### (ii)                                  It is not in default in any manner under any provision of anyContractual Obligation to which it is a party or by which it or any of itsproperties or assets are bound, where such default could reasonably be expectedto result in a Material Adverse Effect with respect to it.

 

### (g)                                 *No Master Servicer Default*. No Master Servicer Default or Potential Master Servicer Defaulthas occurred and is continuing.

 

### (h)                                 *Servicing Ability*. Asof the related Issuance Date, there has not been since the date of thisAgreement any adverse change in its ability to perform its obligations asMaster Servicer under any Transaction Document to which it is a party.

 

15

----

 

### (i)                                     *Location of Records*. Theoffice at which it keeps its records concerning any Receivables either islocated (i) at the address set forth in **Schedule 3** ofthis Agreement or (ii) at another address of which the Master Servicer hasnotified the Company and the Trustee in accordance with the provisions of **Section 4.08**.

 

### (j)                                     *Responsibilities of each Local Servicer.*Notwithstanding anything herein to the contrary, (i) each LocalServicer shall perform or cause to be performed all of its obligations underthe Policies related to the Receivables serviced by it to the same extent as ifsuch Receivables had not been sold, assigned, transferred and conveyed to theCompany under the applicable Origination Agreement, (ii) the exercise by theCompany of any of its rights under the applicable Origination Agreement shallnot relieve any Local Servicer of its obligations with respect to suchReceivables and (iii) except as provided by law, the Company shall not have anyobligation or liability with respect to any Receivables, nor shall the Companybe obligated to perform any of the obligations or duties of any Local Servicer.

 

### (k)                                  *Anti-Terrorism Law.*

 

(A)                              Neither it nor, to the actual knowledge of a Responsible Officer,any of its Affiliates is in violation of any laws relating to terrorism ormoney laundering (“**Anti-Terrorism Law**”),including Executive Order No. 13224 on Terrorist Financing, effective September24, 2001 (the “**Executive Order**”), and the Unitingand Strengthening America by Providing Appropriate Tools Required to Interceptand Obstruct Terrorism Act of 2001, Public Law 107-56 (as amended) (the “**Patriot Act**”).

 

(B)                                Neither it nor, to the actual knowledge of a Responsible Officer,any of its Affiliates or brokers or **other** agents,acting or benefiting in any capacity in connection with its obligationshereunder is any of the following:

 

#### (i)                                     a person that is listed in the annex to, or is otherwise subject tothe provisions of, the Executive Order;

 

#### (ii)                                  a person owned or controlled by, or acting for or on behalf of, anyperson that is listed in the annex to, or is otherwise subject to theprovisions of, the Executive Order;

 

#### (iii)                               a person with which it is prohibited from dealing or otherwiseengaging in any transaction by any Anti-Terrorism Law;

 

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

 

#### (v)                                 a person that is named as a “specially designated national andblocked person” on the most current list published by the US TreasuryDepartment, Office of Foreign Assets Control at its

 

16

----

 

#### official website or any replacement website or otherreplacement official publication of such list.

 

## **SECTION 3.02.**                                                           Additional Representations and Warranties of the Master Servicer.

 

As of (i) theSeries 2000-1 Issuance Date and (ii) each Series 2000-1 Increase Date, theMaster Servicer shall be deemed to represent and warrant that it hasdetermined, in accordance with the requirements for the calculations anddeterminations provided for under the Transaction Documents, that the followingconditions have been satisfied:

 

### (a)                                  (1) in respect of the Series 2000-1 U.S. Dollar VFC Certificates,the related aggregate Series 2000-1 Initial U.S. Dollar Invested Amount orSeries 2000-1 Increase Amount in respect thereof is equal to $1,000,000 or an integralmultiple of $100,000 in excess thereof and (2) in respect of the Series 2000-1Euro VFC Certificates the related aggregate Series 2000-1 Initial Euro InvestedAmount or Series 2000-1 Increase Amount in respect thereof is equal of€1,000,000 or an integral multiple of €100,000 in excess thereof;

 

### (b)                                 after giving effect to the Series 2000-1 Initial Invested Amount orthe Series 2000-1 Increase Amount, as applicable,

 

#### (i)                                     the Series 2000-1 Invested Amount (calculated without regard to **clauses (c)(iv)**and**(v)** of thedefinitions of Series 2000-1 Purchaser U.S. Dollar Invested Amount and Series2000-1 Purchaser Euro Invested Amount) would not exceed the Series 2000-1Maximum Invested Amount on the Series 2000-1 Issuance Date or such Series2000-1 Increase Date, as the case may be,

 

#### (ii)                                  the Series 2000-1 Allocated Receivables Amount would not be lessthan the Series 2000-1 Target Receivables Amount on the Series 2000-1 IssuanceDate or such Series 2000-1 Increase Date, as the case may be, as set forth inthe Daily Report delivered on such date,

 

#### (iii)                               with respect to any VFC Purchaser Group, the Series 2000-1 PurchaserU.S. Dollar Invested Amount and the Series 2000-1 Purchaser Euro InvestedAmount (calculated without regard to **clauses (c)(iv)**and**(v)** of the definition of Series 2000-1 Purchaser U.S.Dollar Invested Amount and Series 2000-1 Purchaser Euro Invested Amount,respectively) with respect to such VFC Purchaser Group would not exceed its VFCPro Rata Share of the Series 2000-1 Purchaser U.S. Dollar Invested Amount andSeries 2000-1 Purchaser Euro Invested Amount on the Series 2000-1 Issuance Dateor such Series 2000-1 Increase Date, and

 

#### (iv)                              so long as any Series 2000-1 Euro VFC Certificate is outstanding,the Company maintains outstanding the Series 2000-1 Purchaser U.S. DollarInvested Amount equal to or greater than the Series 2000-1 Required PurchaserU.S. Dollar Invested Amount;

 

17

----

 

### (c)                                  no Series 2000-1 Early Amortization Event or Potential Series 2000-1Early Amortization Event under the Agreement or this Supplement shall haveoccurred and be continuing; and

 

### (d)                                 all of the representations and warranties made by the MasterServicer in each Transaction Document to which it is a party are true andcorrect in all material respects on and as of the Series 2000-1 Issuance Dateor such Series 2000-1 Increase Date, as the case may be, as if made on and asof such date (except to the extent such representations and warranties areexpressly made as of another date).

 

# **ARTICLEIV**

 

# **COVENANTSOF THE MASTER SERVICER AND THE SERVICER GUARANTOR**

 

## **SECTION 4.01.**                                                           Delivery of Daily Reports.

 

Unlessotherwise specified in the Supplement with respect to any Series, on each LocalBusiness Day and with respect to each Outstanding Series, each Originator shalldeliver to the Master Servicer, a written report (an “**OriginatorDaily Report**”) by 10 a.m. London time on the Local Business Dayfollowing each date of sale or contribution of Receivables, setting forth forsuch date of sale or offer, as the case may be, a description of Receivablessold or offered for sale, as the case may be, to Huntsman International orconveyed to the Company, as the case may be.

 

On eachBusiness Day, the Master Servicer or its designee shall deliver to the Trustee,the Liquidation Servicer and each Funding Agent no later than 12:30 p.m. Londontime, a written report substantially in the form attached as Exhibit B to thePooling Agreement (the “**Daily Report**”)setting forth, for such Business Day the amount of Aggregate Daily Collectionsappearing in the Company Concentration Accounts, the amount of initialCollections received on the previous Business Day (the “**Reported Day**”)and appearing in the Collection Accounts; the amount of Receivables contributedby the Contributor to the Company, and for which a Participation and securityinterest has been granted by the Company to the Trust; the amount of IneligibleReceivables (if any) identified on the Reported Day; the amount of ServicerAdvances deposited in the Series Principal Concentration Subaccount or theSeries Non-Principal Concentration Subaccount on such day, plus the totalamount of Servicer Advance outstanding and not yet repaid as of such date; andsuch other information as the Company, the Trustee or such Funding Agent mayreasonably request. The Daily Report must be delivered in an electronic formatmutually agreed upon by the Master Servicer, the Liquidation Servicer, theTrustee and the Funding Agent, or if such electronic copy is not available, byfacsimile (electronic form of such Daily Report to be provided as soon as it isavailable). By delivery of a Daily Report, the Master Servicer shall be deemedto have made a representation and warranty that it has determined in accordancewith the requirements for calculations and determinations provided for underthe Transaction Documents, all information set forth therein is true andcorrect.

 

## **SECTION 4.02.**                                                           Delivery of Monthly Settlement Report.

 

Unlessotherwise specified in the Supplement with respect to any Outstanding Series,the Master Servicer hereby covenants and agrees that it shall deliver to eachFunding Agent, the Liquidation Servicer, the Company and the Trustee by 12:30p.m. London time, on each

 

18

----

 

SettlementReport Date, a certificate of a Responsible Officer of the Master Servicersubstantially in the form of Exhibit C to the Pooling Agreement (a “**Monthly Settlement Report**”) setting forth, as of the lastday of the Settlement Period most recently ended and for such SettlementPeriod, to the best of the Master Servicer’s knowledge, (a) the informationdescribed in the form of the Monthly Settlement Report including such changesas may be agreed to by the Master Servicer, the Liquidation Servicer, theCompany, the Trustee and each Funding Agent (if any), (b) a list of anyObligors or Approved Obligor Countries with debt ratings that have been eitherreduced or withdrawn during such Settlement Period, (c) the amount of ServicerAdvances made by the Master Servicer during the related Settlement Period andthe Outstanding Amount Advanced as of the end of the related Settlement Period,(d) Day Sales Outstanding for the reported Settlement Period, and (e) suchother information as the Trustee, the Liquidation Servicer or any Funding Agentmay reasonably request. Such certificate shall include a certification by aResponsible Officer of the Master Servicer (subject to **Section 8.11**hereof) that, (i) to such Responsible Officer’s knowledge, the informationcontained therein is true and correct in all material respects and (ii) theMaster Servicer has performed all of its obligations in all material respectsunder each Transaction Document to which it is a party throughout suchpreceding Settlement Period (or, if there has been a default in the performanceof any such obligation, specifying each such default known to such ResponsibleOfficer and the nature and status thereof). A copy of each Monthly SettlementReport may be obtained by any Holder by a request in writing to the Trusteeaddressed to the Corporate Trust Office. The Monthly Settlement Report must bedelivered in an electronic format mutually agreed upon by the Master Servicer,the Trustee, the Liquidation Servicer and each Funding Agent, or if suchelectronic copy is not available, by facsimile (electronic form of such MonthlySettlement Report to be provided as soon as it becomes available).

 

## **SECTION 4.03.**                                                           Delivery of Quarterly Master Servicer’s Certificates.

 

The MasterServicer shall deliver to the Company, the Trustee and each Funding Agent,subject to **Section 8.12** hereof, a certificateof a Responsible Officer of the Master Servicer substantially in the form of **Schedule 1** hereto, certifying that:

 

### (a)                                  a review of its and the Company’s activities during the precedingcalendar year (or in the case of the first such certificate issued after theEffective Date, during the period from the Effective Date through and includingthe last day of the preceding calendar quarter), and of its performance undereach Transaction Document was made under the supervision of such ResponsibleOfficer;

 

### (b)                                 to the best of such Responsible Officer’s knowledge, based on suchreview, it and the Company have each performed their respective obligations inall material respects under each Transaction Document throughout the periodcovered by such certificate (or, if there has been a material default in theperformance of any such obligation, specifying each such default known to suchResponsible Officer and the nature and status thereof); and

 

### (c)                                  to the best of such Responsible Officer’s knowledge, each DailyReport and Monthly Settlement Report was at the time when delivered correct inall material respects.

 

19

----

 

Suchcertificate shall be delivered by the Master Servicer within 45 days after theend of each calendar year. A copy of each such certificate may be obtained byany Holder by a request in writing to the Trustee addressed to the CorporateTrust Office.

 

## **SECTION 4.04.**                                                           Delivery of Independent Public Accountants’ Letter Related to AnnualReview of Originator Daily Reports,Daily Reports and Monthly Settlement Reports.

 

The MasterServicer shall, at the expense of the Company, cause Independent PublicAccountants to furnish to the Company, the Trustee, the Liquidation Servicerand each Funding Agent within 120 days following the last day of the MasterServicer’s fiscal year, beginning with the fiscal year ending December 31,2000, a letter to the effect that such Independent Public Accountants haveperformed the agreed-upon procedures set forth in **Schedule 2**hereto relating to the (a) review of the Master Servicer’s performance relatedto (i) the preparation of the Daily Reports and (ii) the preparation of theMonthly Settlement Reports, and (b) review of the preparation of the OriginatorDaily Reports prepared by the Originators, during the preceding fiscal year anddescribing such accountants’ findings with respect to such procedures; **provided**, **however**, thatso long as the Variable Funding Certificates are the only Investor Certificatesoutstanding, the requirement to deliver the foregoing letter shall be at theoption of the Administrative Agent. A copy of any such report may be obtainedby any Holder by a request in writing to the Trustee addressed to the CorporateTrust Office.

 

## **SECTION 4.05.**                                                           Extension, Amendment and Adjustment of Receivables; Amendment ofPolicies.

 

### (a)                                  The Master Servicer hereby covenants and agrees with the Company andthe Trustee that it shall not extend, rescind, cancel, amend or otherwisemodify, or attempt or purport to extend, rescind, cancel, amend or otherwisemodify the terms of, or grant any Dilution Adjustment in respect of, any Receivable,or otherwise take any action that is intended to cause or permit a Receivablethat is an Eligible Receivable to cease to be an Eligible Receivable, except inany such case (a) (i) such cancellation, termination, amendment, modification,or waiver is made in accordance with the Servicing Standard set forth in **Section 4.12** and in accordance with terms of the Policies(and would have been made in the ordinary course of business), (ii) if suchcancellation, termination, amendment, modification or waiver arose as a resultof a request from an Obligor, (iii) if any such amendment, modification orwaiver does not cause such Receivable to cease to be an Eligible Receivable and(iv) such cancellation, termination, amendment, modification or waiver wouldnot have a material and prejudicial effect on the collectibility of therelevant Receivable, or (b) such Dilution Adjustment is the result of apre-existing contractual obligation between the Contributor, the Company or anyOriginator, as the case may be, and the related Obligor with respect to suchReceivable, **provided**, that in the event theOriginator cancels an invoice related to a Receivable, the Originator must makean Originator Dilution Adjustment Payment in accordance with **Section 2.05** or **2.06** (or theapplicable corresponding section) of the related Origination Agreement. If theMaster Servicer or the Originator cancels an invoice related to a Receivable,either (1) such invoice must be replaced as part of a “credit and re-bill” (asdefined in the definition of Dilution Adjustment) with an invoice relating to

 

20

----

 

### the same transaction as the cancelled invoice of equalor greater Principal Amount within 5 Business Days of such cancellation, (2)such invoice must be replaced as part of a “credit and re-bill” (as defined inthe definition of Dilution Adjustment) with an invoice relating to the sametransaction as the cancelled invoice of a lesser Principal Amount within 5Business Days of such cancellation and the Originator must make an OriginatorDilution Adjustment Payment to the Company, in an amount equal to thedifference between such cancelled and replacement invoices or (3) theOriginator must make an Originator Dilution Adjustment Payment to the Company inan amount equal to the full value of such cancelled invoice pursuant to **Section 2.05** or **2.06**(or theapplicable corresponding section) of the related Origination Agreement. AnyDilution Adjustment authorized to be made pursuant to the preceding sentence shallresult in the reduction, on the Business Day on which such Dilution Adjustmentarises or is identified, in the aggregate Principal Amount of Receivables andif as a result of such a reduction the Aggregate Target Receivables Amountexceeds the Aggregate Receivables Amount, the Company (in addition to theobligations of the Originators under the related Origination Agreement inrespect of such Dilution Adjustment) will be required to pay into relevant theSeries Principal Concentration Subaccount with respect to each OutstandingSeries in immediately available funds, within one (1) Business Day of suchdetermination, the pro rata share for such Series (based on a percentage equalto the Invested Amount for such Series **divided****by** the Aggregate Invested Amount) of the Adjustment Payment.

 

### (b)                                 The Master Servicer shall not change or modify the Policies in anymaterial respect, except (i) if such change or modification is necessary underany Requirement of Law or (ii) if such change or modification would not reasonablybe expected to have a Material Adverse Effect is satisfied with respect thereto.The Master Servicer shall provide notice to the Company, the Trustee, eachFunding Agent and the Liquidation Servicer of any change or modification of thePolicies.

 

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

 

## **SECTION 4.06.**                                                           Protection of Holders’ Rights.

 

The MasterServicer hereby agrees with the Company and the Trustee that it shall take noaction, nor intentionally omit to take any action (**provided**that the Master Servicer shall have no obligation to make any payments onbehalf of an Obligor that has defaulted under any Receivable except to theextent otherwise required pursuant to **Section 5.02**)that would reasonably be expected to result in a Material Adverse Effect inrespect of the Receivables or any Related Property, nor shall it reschedule,revise or defer payments due on any Receivable except in accordance with thePolicies or **Section 4.05** above.

 

## **SECTION 4.07.**                                                           Security Interest.

 

The MasterServicer hereby covenants and agrees that it shall not sell, pledge, assign ortransfer to any other Person, or grant, create, incur, assume or suffer toexist any Lien (other than Permitted Liens) on any Receivable, whether nowexisting or hereafter created, or any interest therein, and the Master Servicershall defend the right, title and interest of the

 

21

----

 

Company andthe Trust in, to and under any Receivable, whether now existing or hereaftercreated, against all claims of third parties claiming through the MasterServicer or the Company.

 

## **SECTION 4.08.**                                                           Location of Records.

 

The MasterServicer hereby covenants and agrees that it shall not move any of the officeswhere it keeps its records with respect to any Receivables (including anyoffice of a Local Servicer) outside of the location specified in respectthereof on **Schedule 3** to the relatedOrigination Agreement, in any such case, without giving thirty (30) days priorwritten notice to the Company, the Trustee, the Liquidation Servicer and eachFunding Agent.

 

## **SECTION 4.09.**                                                           Inspection Rights.

 

### (a)                                  Subject to the provisions of any Supplement, the Master Servicershall, at any reasonable time during normal business hours on any LocalBusiness Day and from time to time, upon reasonable prior notice, and as oftenas may reasonably be requested, subject to their respective security andconfidentiality requirements, (i) permit the Company, the Trustee, theLiquidation Servicer, any Funding Agent or any of their respective agents or representatives,(A) to examine and make copies of and abstracts from its records, books ofaccount and documents (including computer tapes and disks) relating to the Receivablesand (B) following the occurrence of a Master Servicer Default or thetermination of the Master Servicer’s appointment as Master Servicer to bepresent at its offices and properties to administer and control the Collectionof the Receivables and to allow the Trustee and the Liquidation Servicer accessto documents, instruments and other records (including the documents,instruments and other records required to be transferred to a successorpursuant to **Section 6.01** upon a MasterServicer Transfer), equipment and personnel that are necessary to enable theLiquidation Servicer or Successor Master Servicer, as applicable, to continueservicing operations in accordance with the terms of the Transaction Documentsand (ii) permit the Company, the Trustee, any Funding Agent or any of theirrespective agents or representatives to visit its properties to discuss itsaffairs, finances and accounts relating to the Receivables or its performancehereunder or under any of the other Transaction Documents to which it is aparty with any of its officers or directors and with its independent certifiedpublic accountants.

 

### (b)                                 The Master Servicer shall provide the Trustee with such otherinformation as the Trustee may reasonably request in connection with the fulfilmentof the Trustee’s obligations under any Pooling and Servicing Agreements.

 

## **SECTION 4.10.**                                                           Delivery of Financial Reports.

 

The MasterServicer shall furnish to the Company, the Trustee and each Funding Agent:

 

### (a)                                  copies of the following financial reports, notices and information:

 

#### (i)                                     within 90 days after the end of each fiscal year, the ServicerGuarantor’s consolidated balance sheet and related Reports of income,stockholders’ equity and cash flows showing the consolidated financial

 

22

----

 

#### condition of the Servicer Guarantor and itsconsolidated subsidiaries as of the close of such fiscal year and theconsolidated results of its operations and the operations of such subsidiariesduring such year (and showing, on a comparative basis, the figures for theprevious year), all audited by Independent Public Accountants and accompaniedby an opinion of such accountants (which shall not be qualified in any materialrespect except that qualifications relating to (i) preacquisition balance sheetaccounts of Persons acquired by the Master Servicer and (ii) Reports inreliance on another accounting firm shall be permitted) to the effect that suchconsolidated financial reports fairly present in all material respects the financialcondition and results of operations of the Servicer Guarantor and itsconsolidated subsidiaries on a consolidated basis in accordance with GAAPconsistently applied;

 

#### (ii)                                  within 60 days after the end of each of the first three fiscal quartersof each fiscal year, the Servicer Guarantor’s unaudited consolidated balancesheet and related Reports of income, stockholders’ equity and cash flowsshowing the consolidated financial condition of the Servicer Guarantor, each ofthe European Originators and each of their consolidated subsidiaries as of theclose of such fiscal quarter and the consolidated results of the ServicerGuarantor’s operations and the operations of such subsidiaries during suchfiscal quarter and the then elapsed portion of the fiscal year (and showing, ona comparative basis, such information as of and for the corresponding dates andperiods of the preceding fiscal year), all certified by a Responsible Officerof the Servicer Guarantor as fairly presenting in all material respects the consolidatedfinancial condition and results of operations of the Servicer Guarantor and itsconsolidated subsidiaries on a consolidated basis in accordance with GAAP(except for the absence of footnote disclosure) consistently applied, subjectto year-end audit adjustments;

 

#### (iii)                               within 150 days after the end of each fiscal year audited balancesheet and related reports statements of income, stockholders’ equity and cashflows showing the financial condition of the Servicer Guarantor each of itsconsolidated subsidiaries;

 

#### (iv)                              within 300 days after the end of each fiscal year audited balancesheet and related reports statements of income, stockholders’ equity and cashflows showing the financial condition of each of the European Originators andeach of their consolidated subsidiaries;

 

### (b)                                 concurrently with any delivery of financial reports under **Section 4.10(a)(ii)**, subject to **Section 8.11**hereof, a certificate of the Responsible Officer certifying such Reports andstating to the best of such person’s knowledge (i) no Early Amortization Eventor Potential Early Amortization Event exists, or (ii) if any Early AmortizationEvent or Potential Early Amortization Event exists, stating the nature andstatus thereof;

 

### (c)                                  promptly after the filing thereof, copies of any registrationstatement (other than the exhibits thereto and excluding any registrationstatements on Form S-8

 

23

----

 

### and any other registration statement relatingexclusively to stock, bonus, option, 401(k) and other similar plans forofficers, directors and employees) of each Originator and the Servicer Guarantoror any of its respective Subsidiaries or Affiliates;

 

### (d)                                 promptly upon the furnishings thereof to the shareholders of eachOriginator, copies of all financial statements, financial reports and proxystatements so furnished;

 

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

 

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

 

## **SECTION 4.11.**                                                           Notices.

 

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

 

## **SECTION 4.12.**                                                           Servicing Standard.

 

The MasterServicer hereby agrees with the Trustee that as Master Servicer it shallexercise the same degree of skill and care in managing the administration andservicing of the Receivables, and performing its obligations hereunder, as itwould exercise if it were the beneficial owner of all such Receivables (the “**Servicing Standard**”).

 

## **SECTION 4.13.**                                                           Delivery of Information or Documents Requested by the Company.

 

The MasterServicer shall promptly furnish to the Company and each other Person identifiedby the Company all information and documents reasonably requested by theCompany that are necessary in order for the Company to fulfill its obligationsunder the Transaction Documents.

 

## **SECTION 4.14.**                                                           Maintenance of Records.

 

The MasterServicer shall obtain and maintain the original copies of all documentsdelivered pursuant to or in connection with the Origination Agreements,including offers and acceptances, Originator Daily Reports, assignments,subrogation receipts or any similar instruments. The Master Servicer shallretain copies of all documents and instruments

 

24

----

 

required to bedelivered under **Section 2.2(g)** of the ItalianReceivables Purchase Agreement and **Section 4.9** ofthe Spanish Receivables Purchase Agreement.

 

## **SECTION 4.15.**                                                           Compliance with FX Hedging Policy.

 

The MasterServicer shall ensure that the FX Hedging Policy is complied with at all times,including by making the determinations necessary to assess compliance with theFX Hedging Policy and by delivering all necessary instructions to the Trusteeto ensure that the Trustee enters into FX Forward Agreements as required by thePooling Agreement.

 

## **SECTION 4.16.**                                                           Designated Lines of Business.

 

The MasterServicer shall ensure that the Receivables originated with respect to an ExcludedDesignated Line of Business or Designated Line of Business are at all timesidentified and distinguished from all other Receivables.

 

## **SECTION 4.17.**                                                           Notice, Reports, Directions by Master Servicer.

 

Anyinformation, notice or report to be delivered by, or any instructions,requests, demands, elections or directions to be given by, the Master Servicerunder this Agreement is, unless otherwise indicated, being delivered or givenby the Master Servicer on behalf of the Company in accordance with the provisionsof this Agreement, the Pooling Agreement and the related Supplement.

 

# **ARTICLEV**

 

# **OTHERMATTERS RELATING TO THE MASTER SERVICER**

 

## **SECTION 5.01.**                                                           Merger, Consolidation, etc.

 

The MasterServicer shall not enter into any merger, consolidation or amalgamation, orliquidate, wind up or dissolve itself (or suffer any liquidation ordissolution), or convey, sell, transfer, lease, assign or otherwise dispose of,all or substantially all of its property, business or assets other than theassignments and transfers contemplated hereby; **provided**that the Master Servicer may merge into or consolidate with any other Person orconvey, sell or transfer its property, business or assets substantially as anentirety to another Person, if:

 

### (a)                                  (i) the Master Servicer is the surviving entity or (ii) thesurviving Person (A) expressly assumes, without execution or filing of anypaper or any further act on the part of any of the parties hereto, theperformance of every one of its covenants and obligations hereunder and (B) noMaterial Adverse Effect with respect to such Person shall result from suchmerger, consolidation, sale, lease, transfer or disposal of assets;

 

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

 

25

----

 

### (c)                                  either (x) the corporation formed by such consolidation or intowhich the Master Servicer is merged or the Person which acquired by conveyanceor transfer the properties and assets of the Master Servicer substantially asan entirety shall be an eligible Successor Master Servicer as determined by theMaster Servicer with the consent of the Funding Agents (such consent not to beunreasonably withheld or delayed) (taking into account, in making suchdetermination, the experience and operations of the predecessor MasterServicer) or (y) upon the effectiveness of such consolidation, merger,conveyance or transfer, a Successor Master Servicer shall have assumed theobligations of the Master Servicer in accordance with this Agreement.

 

## **SECTION 5.02.**                                                           Indemnification of the Company, Liquidation Servicer, Trust and theTrustee.

 

### (a)                                  The Master Servicer hereby agrees to indemnify and hold harmlesseach of the Company, the Liquidation Servicer and the Trustee for the benefitof the Investor Certificateholders, and each of their affiliates, andrespective directors, managing members, officers, employees and agents and eachperson who controls any of them or their affiliates within the meaning of theSecurities Act and any successors thereto (a “**MasterServicer Indemnified Person**”) from and against any loss, liability,claim, expense, damage, penalty, judgment, or injury suffered or sustained bysuch Master Servicer Indemnified Person by reason of any acts, omissions oralleged acts or omissions arising out of, or relating to, the Master Servicer’sor Local Servicer’s activities pursuant to any Pooling and Servicing Agreementincluding but not limited to any judgment, award, settlement, reasonableattorneys’ fees and other reasonable costs or expenses incurred in connectionwith the defense of any actual or threatened action, proceeding or claim; **provided** that the Master Servicer shall not indemnify anyMaster Servicer Indemnified Person for any liability, cost or expense of suchMaster Servicer Indemnified Person (i) arising from a default by an Obligorwith respect to any Receivable (except that indemnification shall be made tothe extent that such default arises out of the Master Servicer’s failure toperform its duties or obligations as Master Servicer under this Agreement), or(ii) to the extent that such loss, liability, claim, damage, penalty, injury,judgment, liability or expense is finally judicially determined to haveresulted primarily from the gross negligence or wilful misconduct of, or wilfulbreach of this Agreement by, such Master Servicer Indemnified Person. Theprovisions of this indemnity shall run directly to, and be enforceable by, theapplicable Master Servicer Indemnified Person and shall survive thetermination, in whole or in part, of the Agreement and the resignation orremoval, as applicable, of the Master Servicer.

 

### (b)                                 In addition to **Section (a)**above, the Master Servicer shall indemnify and hold harmless each MasterServicer Indemnified Person from and against any loss, liability, expense,damage or injury suffered or sustained by reason of a breach by the MasterServicer or Local Servicer of any covenant contained in **Sections2.02(e)**, **2.02(f)**,**4.05**, **4.06**, **4.07** or **4.12** thatmaterially adversely affects the interest of the Company, the Trust or theInvestor Certificateholders under the Transaction Documents with respect to anyReceivable or the collectibility of any Receivable (a “**MasterServicer Indemnification**

 

26

----

 

### **Event**”), bypaying such Master Servicer Indemnified Person a payment in an amount equal tothe outstanding Principal Amount of such Receivable at the time of such event. Paymentshall occur on or prior to the 30th Business Day after the day such MasterServicer Indemnification Event becomes known to the Master Servicer unless suchMaster Servicer Indemnification Event shall have been cured on or before suchday.

 

## **SECTION 5.03.**                                                           Master Servicer Not to Resign.

 

The MasterServicer shall not resign from the obligations and duties hereby imposed on itexcept (a) upon determination that (i) the performance of its duties hereunderis no longer permissible under applicable law, and (ii) there is no commerciallyreasonable course of action that it could take to make the performance of itsduties hereunder permissible under applicable law or (b) if the Master Serviceris terminated as Master Servicer pursuant to **Section 6.01**or (c) if the Master Servicer obtains the prior written consent of each FundingAgent; **provided**, **however**,that such resignation shall not in any way affect the Servicer Guarantor’sobligations hereunder or under any other Transaction Document. Any such determinationpermitting the resignation of the Master Servicer shall be evidenced as to **clause (a)(i)** above by an Opinion of Counsel to such effectdelivered to the Company, the Trustee and each Funding Agent. No suchresignation shall become effective until the Servicer Guarantor, or in theevent of a default under the Servicing Guarantee, a Successor Master Servicershall have assumed the responsibilities and obligations of the Master Servicerin accordance with **Section 6.02**.The Trustee, the Company and each Funding Agent shall be notified of suchresignation (or termination) by the Master Servicer.

 

## **SECTION 5.04.**                                                           Access to Certain Documentation and Information Regarding theReceivables.

 

The MasterServicer shall retain and hold in trust for the Company, each Originator, eachFunding Agent, and the Trustee at the office of the Master Servicer all hardcopies of the Originator Daily Reports and the Quittance Subrogatives (asdefined in the French Receivables Purchase Agreement) and such computerprograms, books of account and other records as are reasonably necessary toenable the Trustee to determine at any time the status of the Receivables andall collections and payments in respect thereof (including an ability torecreate records evidencing the Receivables in the event of the destruction ofthe originals thereof).

 

# **ARTICLEVI**

 

# **MASTERSERVICER DEFAULTS; MASTER SERVICER TERMINATION**

 

## **SECTION 6.01.**                                                           Master Servicer Defaults.

 

If any one ofthe following events (a “**Master Servicer Default**”)shall occur and be continuing:

 

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

 

27

----

 

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

 

### (c)                                  failure on the part of the Master Servicer or any Local Servicerduly to observe or to perform in any material respect any other of theirrespective covenants or agreements set forth in any Pooling or Servicing Agreementif such failure has a Material Adverse Effect on the Holders of any OutstandingInvestor Certificates and continues unremedied until five (5) Business Daysafter the earlier of (i) the date on which a Responsible Officer of the MasterServicer has knowledge of such failure and (ii) the date on which writtennotice of such failure, requiring the same to be remedied, shall have beengiven (A) to the Master Servicer by the Company or the Trustee, or (B) to theCompany, the Trustee and to the Master Servicer by any Funding Agent; **provided** that if such failure may be cured and the MasterServicer or the Servicer Guarantor is diligently pursuing such cure, such eventshall not constitute a Master Servicer Default for an additional five (5) calendardays; and **provided**, **further**,that no Master Servicer Default shall be deemed to occur under this subsectionwith respect to a failure on the part of the Master Servicer if the MasterServicer shall have complied with the provisions of **Section 5.02(b)**with respect thereto;

 

### (d)                                 any representation, warranty or certification made by the MasterServicer, Local Servicer or Servicer Guarantor in any Pooling or ServicingAgreement or in any certificate delivered pursuant thereto shall prove to havebeen incorrect in any material respect when made or deemed made, whichincorrectness has a Material Adverse Effect on the Holders of any OutstandingInvestor Certificates or on the collectibility of the Receivables as a wholeand which Material Adverse Effect continues unremedied until five (5) BusinessDays after the earlier of (i) the date on which a Responsible Officer of theMaster Servicer has knowledge of such failure and (ii) the date on whichwritten notice thereof, requiring the same to be remedied, shall have been given(A) to the Master Servicer by the Company or the Trustee, or (B) to theCompany, to the Trustee and to the Master Servicer by any Funding Agent; **provided**, that if such incorrectness may be cured and theMaster Servicer is diligently pursuing such cure, such event shall notconstitute a Master Servicer Default for an additional five (5) calendar days;

 

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

 

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

 

### (g)                                 any Pooling and Servicing Agreement or Origination Agreement shallcease, for any reason, to be in full force and effect, or the Company, theMaster Servicer,

 

28

----

 

### any Local Servicer or any Affiliate of any of theforegoing, shall so assert in writing;

 

### (h)                                 any action, suit, investigation or proceeding at law or in equity(including injunctions, writs or restraining orders) shall be brought orcommenced or filed by or before any arbitrator, court or Governmental Authorityagainst the Company, the Master Servicer or any Local Servicer or anyproperties, revenues or rights of any thereof which could reasonably beexpected to have a Material Adverse Effect on the Holders of any OutstandingSeries of Investor Certificates; or

 

### (i)                                     (a) the Servicer Guarantor or any of its Subsidiaries shall defaultin the observance or performance of any agreement or condition relating to anyof its outstanding Indebtedness or contained in any instrument or agreementevidencing, securing or relating thereto, or (b) any other event shall occur orcondition exist, the effect of which default or other event or condition is tocause such Indebtedness to become due prior to its stated maturity; **provided**, **however**, thatno Master Servicer Default shall be deemed to occur under this paragraph unlessthe aggregate amount of Indebtedness in respect of which any default or otherevent or condition referred to in this paragraph shall have occurred shall beequal to at least $50,000,000;

 

then, so longas the Master Servicer Default shall not have been remedied (or waived inaccordance with the terms of the Transaction Documents), the Trustee may, andat the written direction of the Funding Agent(s) representing more than 50% ofthe Aggregate Invested Amount, the Trustee shall, by notice then given inwriting to the Master Servicer (a “**Termination Notice**”),terminate all or any part of the rights and obligations of the Master Servicerand each Local Servicer hereunder and under the Pooling Agreement and ServicingAgreements (other than rights and obligations of the Master Servicer under thePooling and Servicing Agreements existing prior to a Master Servicer Default); **provided** that so long as an Affiliate of the Company is theMaster Servicer, unless otherwise designated in writing by the Company to theTrustee, any act or omission of the Master Servicer shall not constitute aMaster Servicer Default hereunder if and to the extent that such act oromission results only in a failure to transfer to the Company Receipts Account(or otherwise to pay to the Company) any amount which should have been sotransferred (or paid). Notwithstanding anything to the contrary in this **Section 6.01**, a delay in or failure of performance referredto under **clause (a)** or **(b)**above for a period of five (5) Business Days after the applicable grace periodshall not constitute a Master Servicer Default, if such delay or failure couldnot have been prevented by the exercise of commercially reasonable diligence bythe Master Servicer and such delay or failure was caused by a Force MajeureDelay with respect to the Master Servicer. After receipt by the Master Servicerof a Termination Notice or delivery by the Master Servicer of a ResignationNotice, on the date that the Liquidation Servicer or the Successor MasterServicer, as applicable, shall have been notified by the Trustee of thecommencement of its services to be provided pursuant to **Section 6.02**,all authority and power of the Master Servicer and each Local Servicer underany Pooling and Servicing Agreement to the extent specified in such TerminationNotice shall pass to and be vested in the Liquidation Servicer (a “**Service Transfer**”) or the Successor Master Servicer, asapplicable, and the Trustee is hereby directed, authorized and empowered (uponthe failure of the Master Servicer to cooperate) to execute and deliver, onbehalf of the Master Servicer, as attorney-in-fact or otherwise, all documentsand other instruments upon the refusal of the

 

29

----

 

Master Servicer to execute or to deliversuch documents or instruments, and to do and to accomplish all other acts orthings necessary or appropriate to effect the purposes of such Service Transferand the Trustee shall incur no liability in connection with effecting suchService Transfer. The Master Servicer and each Local Servicer agrees tocooperate with the Company, the Trustee or the Liquidation Servicer or theSuccessor Master Servicer, as applicable, in effecting the termination of theresponsibilities and rights of the Master Servicer and each Local Servicer toconduct their duties hereunder, including the transfer to the LiquidationServicer or the Successor Master Servicer, as applicable, of all authority ofthe Master Servicer and each Local Servicer to service the Receivables,provided for under the Pooling and Servicing Agreements (including allauthority over all Collections that shall on the date of transfer be held bythe Master Servicer for deposit, or that have been deposited by the Master Servicer,in any Collection Account, Master Collection Account or Company ConcentrationAccount or that shall thereafter be received with respect to the Receivables),and in assisting the Liquidation Servicer or the Successor Master Servicer, asthe case may be. Upon a Service Transfer, the terminated Master Servicer andeach Local Servicer shall promptly (x) assemble all of its documents,instruments and other records (including credit files, licenses (to the extenttransferable), rights, copies of all relevant computer programs and anynecessary licenses (to the extent transferable) for the use thereof, relatedmaterial, computer tapes, disks, cassettes and data) that (i) evidence orrecord Receivables and (ii) are otherwise necessary to enable the LiquidationServicer or the Successor Master Servicer, as the case may be, to coordinateservicing of all such Receivables and to prepare and deliver Daily Reports andMonthly Settlement Reports, (iii) are otherwise necessary to immediately enablethe Liquidation Servicer or the Successor Master Servicer, as the case may be,to effect the Collection of such Receivables, with or without the participationof an Originator or the Master Servicer and (y) deliver to the extent permittedby law or license (to the extent transferable) the use of all of the foregoingdocuments, instruments and other records to such Liquidation Servicer or theSuccessor Master Servicer, as the case may be, at a place designated by the LiquidationServicer or the Successor Master Servicer, as the case may be; **provided**, **however**, thatthe Master Servicer shall not be required, to the extent it has an ownershipinterest in any electronic records, computer software or licenses, to transfer,assign, set-over or otherwise convey such ownership interests to the LiquidationServicer or the Successor Master Servicer, as the case may be. In recognitionof the terminated Master Servicer’s need to have access to any such documents,instruments and other records that may be transferred to the Liquidation Serviceror the Successor Master Servicer, as the case may be, hereunder, whether as aresult of its continuing responsibility as a servicer of accounts receivablethat are not the subject of the Participation or otherwise, the LiquidationServicer or the Successor Master Servicer, as the case may be, shall provide tosuch terminated Master Servicer reasonable access to such documents,instruments and other records transferred by such terminated Master Servicer toit in connection with any activity arising in the ordinary course of theterminated Master Servicer’s business; **provided** thatthe terminated Master Servicer shall not disrupt or otherwise interfere withthe Liquidation Servicer’s or the Successor Master Servicer’s, as the case maybe, use of and access to such documents, instruments and other records. To theextent that compliance with this **Section 6.01**shall require the terminated Master Servicer to disclose to such SuccessorMaster Servicer information of any kind that the terminated Master Servicerreasonably deems to be confidential, the Liquidation Servicer or the SuccessorMaster Servicer, as the case may be, shall be required to enter into suchcustomary licensing and confidentiality agreements as the terminated MasterServicer shall reasonably deem necessary to protect its interests. All costsand expenses incurred by the terminated Master Servicer and the Trustee inconnection with any Service Transfer shall be for the account of the terminatedMaster Servicer and to the

 

30

----

 

extent any costs or expenses incurred bythe Trustee are not so paid, the Trustee shall be entitled to be paid suchitems from amounts that would otherwise be distributable to the Company underArticle III of the Pooling Agreement.

 

## **SECTION6.02.**                                                           Trustee To Act; Appointment of Successor.

 

### (a)                                  Upon (i) in the case of a termination of the Master Servicer, thereceipt by the Master Servicer of a Termination Notice pursuant to **Section 6.01** or (ii) in the case of a resignation of theMaster Servicer, notification by the Master Servicer to the Trustee, theCompany and each Funding Agent in writing of its resignation pursuant to **Section 5.03** (the “**Resignation Notice**”),the Master Servicer shall continue to perform all servicing functions under thePooling and Servicing Agreements until (1) in the case of a termination of theMaster Servicer, the earlier of (A) the date on which the Liquidation Servicer isappointed in accordance with **Section 6.02(b)**and(B) the date occurring five (5) Business Days after delivery of the TerminationNotice by the Trustee to the Master Servicer or, (2) in the case of aresignation of the Master Servicer, the earlier of (X) the date on which aSuccessor Master Servicer accepts its appointment and (Y) 60 days after thedelivery of such Resignation Notice, as the case may be. In the case of aresignation of the Master Servicer, upon the receipt by the Trustee of aResignation Notice, the Trustee shall endeavor to appoint an eligible SuccessorMaster Servicer subject to the consent of each Funding Agent (the “**Successor Master Servicer**”) and such Successor MasterServicer shall accept its appointment by a written assumption in a formacceptable to the Trustee.

 

### (b)                                 In the case of a resignation of the Master Servicer, in the eventthat a Successor Master Servicer has not been appointed or has not accepted itsappointment at the time when the Master Servicer ceases to act as MasterServicer and in the case of the termination of the Master Servicer, the Trustee,without further action, shall in each case notify the Liquidation Servicer (inthe case of a termination, concurrent with giving the Termination Notice) toactivate the commencement of servicing by the Liquidation Servicer and toestablish the Liquidation Servicer Commencement Date. The Liquidation Servicer’sduties and services (both before and after the Liquidation ServicerCommencement Date) shall be as provided in **Schedule 4**. Notwithstandingany other provision to the contrary in this Agreement or any other TransactionDocument, the Liquidation Servicer’s obligations, responsibilities andliability will be solely as specified and subject to the terms set out in **Schedule 4**.

 

### (c)                                  Upon its appointment, the Successor Master Servicer shall be thesuccessor in all respects to the Master Servicer and each Local Servicer withrespect to servicing functions under the Pooling and Servicing Agreements (withsuch changes as are agreed to between such Successor Master Servicer and theCompany (with the consent of the Funding Agent(s) representing Holders of morethan 50% of the Aggregate Invested Amount) or the Company and the Trustee) andshall be subject to all the responsibilities, duties and liabilities relatingthereto placed on the Master Servicer by the terms and provisions hereof, andall references in any Pooling or Servicing Agreement to the Master Servicershall be deemed to refer to such Successor Master Servicer. The SuccessorMaster Servicer shall not be liable for, and the replaced Master 

 

31

----

 

### Servicershall indemnify the Successor Master Servicer against costs incurred by theSuccessor Master Servicer as a result of, any acts or omissions of suchreplaced Master Servicer or any events or occurrences occurring prior to theSuccessor Master Servicer’s acceptance of its appointment as successor to theMaster Servicer. Any Successor Master Servicer shall manage the servicing andadministration of the Receivables in accordance with the Policies and the termsof the Pooling and Servicing Agreements.

 

### (d)                                 The Company and the Trustee hereby agree that the Successor MasterServicer shall receive the Servicing Fee as its servicing compensation and thatthe Trustee shall not be liable for any Servicing Fee differential arising as aresult of engaging a Successor Master Servicer.

 

## **SECTION6.03.**                                                           Waiver of Past Defaults.

 

Any continuing default by the MasterServicer or the Company in the performance of its respective obligationshereunder and its consequences may be waived with the consent of the FundingAgent(s) representing Holders of more than 50% of the Aggregate Invested Amount,except a default in the failure to make any required deposits or payments inrespect of any Series of Investor Certificates, which shall require a waiver byFunding Agents of all of the affected Investor Certificates. Upon any suchwaiver of a past default, such default shall cease to exist, and any defaultarising therefrom shall be deemed to have been remedied for every purpose ofthe Pooling and Servicing Agreements. No such waiver shall extend to anysubsequent or other default or impair any right consequent thereon except tothe extent expressly so waived.

 

# **ARTICLE VII**

 

# **GUARANTY**

 

## **SECTION7.01.**                                                           Guaranty.

 

In order to induce the Company and theTrustee to execute and deliver this Agreement, and in consideration thereof,the Servicer Guarantor hereby (i) unconditionally and irrevocably guarantees tothe Company and the Trustee the obligations of the Master Servicer and eachLocal Servicer to perform all of the terms, conditions, covenants andagreements to be made by the Master Servicer and each Local Servicer under thisAgreement, the Pooling Agreement or the Origination Agreements, (ii) agrees tocause the Master Servicer and each Local Servicer to perform and observe dulyand punctually all of the foregoing, and (iii) agrees that, if for any reasonwhatsoever the Master Servicer and each Local Servicer fails to so perform andobserve such terms, conditions, covenants and agreements, the ServicerGuarantor will duly and punctually perform and observe the same (theobligations referred to in **clauses (i)**through **(iii)** above are collectively referredto as the “**Guaranteed Obligations**”). Theliabilities and obligations of the Servicer Guarantor under the guarantycontained in this **Article VII**(this “**Guaranty**”) will be absolute andunconditional under all circumstances. Notwithstanding anything to the contrarycontained herein, the Company and the Trustee acknowledge and agree that thisGuaranty shall be a guaranty of performance and not of payment.

 

32

----

 

## **SECTION7.02.**                                                           Scope of Guarantor’s Liability.

 

The Guaranteed Obligations are independentof the obligations of the Master Servicer, any other guarantor or any otherPerson, and the Company and the Trustee may enforce any of their rightshereunder independently of any other right or remedy that the Company and theTrustee may at any time hold with respect to the Guaranteed Obligations or anysecurity or other guaranty therefor. Without limiting the generality of theforegoing, the Company and the Trustee may bring a separate action against theServicer Guarantor without first proceeding against the Master Servicer or anyLocal Servicer, any other guarantor or any other Person, and regardless ofwhether the Master Servicer or any other guarantor or any other Person isjoined in any such action. The Servicer Guarantor’s liability hereunder shallat all times remain effective with respect to Guaranteed Obligations and theobligations of the Master Servicer and each Local Servicer under the PoolingAgreement, notwithstanding any limitations on the liability of any MasterServicer or any Local Servicer to the Company and the Trustee contained in anyof the Transaction Documents or elsewhere. The Company and the Trustee’s rightshereunder shall not be exhausted by any action taken by the Company and theTrustee until all Guaranteed Obligations have been fully performed.

 

## **SECTION7.03.**                                                           The Company and the Trustee’s Right to Amend this Agreement.

 

The Servicer Guarantor authorizes theCompany, the Funding Agents and the Trustee, at any time and from time to timewithout notice, without affecting the liability of the Servicer Guarantorhereunder, to: (a) alter the terms of all or any part of the GuaranteedObligations; (b) waive, release, terminate, abandon, subordinate and enforceall or any part of the Guaranteed Obligations and any security or guarantiestherefor, (c) release the Master Servicer, any guarantor or any other Personfrom any personal liability with respect to all or any part of the GuaranteedObligations; and (d) assign its rights under this Guaranty in whole or in part.

 

## **SECTION7.04.**                                                           Waiver of Certain Rights by Guarantor.

 

The Servicer Guarantor hereby waives eachof the following to the fullest extent allowed by law:

 

### (a)                                  any defense based upon:

 

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

 

#### (ii)                                  any disability or any other defense of the Master Servicer withrespect to the Guaranteed Obligations, whether consensual or arising byoperation of law or any bankruptcy, insolvency or debtor-relief proceeding, orfrom any other cause;

 

### (b)                                 any right (whether now or hereafter existing) to require the Companyand the Trustee, as a condition to the enforcement of this Guaranty, to proceedagainst the Master Servicer;

 

33

----

 

### (c)                                  presentment, demand, protest and notice of any kind, includingnotices of default and notice of acceptance of this Guaranty; and

 

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

 

## **SECTION7.05.**                                                           Master Servicer’s Obligations to Guarantor and Guarantor’sObligations to Master Servicer Subordinated.

 

Until all of the Guaranteed Obligationshave been performed, the Servicer Guarantor agrees that all existing and futurepayment obligations (whether arising by subrogation or otherwise) of the MasterServicer or Local Servicer to the Servicer Guarantor or the Servicer Guarantorto the Master Servicer or Local Servicer shall be and hereby are expresslysubordinated to the full performance of the Guaranteed Obligations, on theterms set forth in **clauses (a)**through **(d)** below, and the performance orpayment of any such obligation of the Master Servicer or any Local Servicer tothe Servicer Guarantor is expressly deferred in right to the full performanceof the Guaranteed Obligations.

 

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

 

### (b)                                 No right of any holder of the Guaranteed Obligations to enforce thesubordination herein shall at any time or in any way be prejudiced or impairedby any act or failure to act on the part of the Servicer Guarantor, the Companyand the Trustee or any other Person or by any non-compliance by the ServicerGuarantor, the Trustee, the Company and the Trustee or any other Person withthe terms, provisions and covenants hereof or of the Transaction Documentsregardless of any knowledge thereof that any such holder of the GuaranteedObligations may have or be otherwise charged with.

 

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

 

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

 

## **SECTION7.06.**                                                           Guarantor to Pay the Company and the Trustee’s Expenses.

 

The Servicer Guarantor agrees to pay to theCompany and the Trustee, on demand, all reasonable costs and expenses,including reasonable attorneys’ fees, incurred by the Company

 

34

----

 

and the Trustee in exercising any right,power or remedy conferred by this Guaranty, or in the enforcement of thisGuaranty, whether or not any action is filed in connection therewith. Untilpaid to the Company and the Trustee, such amounts shall bear interest,commencing with the Company and the Trustee’s demand therefor, for each SettlementPeriod during the period from the date of such demand until paid, at a rateequal to One-Month LIBOR plus 1.00% (calculated on the basis of a 360-dayyear).

 

## **SECTION7.07.**                                                           Reinstatement.

 

This Guaranty shall continue to beeffective or be reinstated, as the case may be, and the rights of the Companyand the Trustee shall continue, if at any time performance of the GeneralObligations is discontinued by the Servicer Guarantor upon an event ofbankruptcy, dissolution, liquidation or reorganization of the Company, theTrustee, the Servicer Guarantor, any other guarantor or any other Person orupon or as a result of the appointment of a receiver, intervener or conservatorof, or trustee or similar officer for the foregoing, or any substantial part oftheir respective property, or they become otherwise insolvent.

 

# **ARTICLE VIII**

 

# **MISCELLANEOUSPROVISIONS**

 

## **SECTION8.01.**                                                           Amendment.

 

This Agreement may only be amended,supplemented or otherwise modified from time to time if such amendment,supplement or modification is effected in accordance with the provisions of **Section 10.01** of the Pooling Agreement and any applicableprovision of a Supplement with respect to a Series.

 

## **SECTION8.02.**                                                           Termination.

 

### (a)                                  The respective obligations and responsibilities of the partieshereto shall terminate on the Trust Termination Date (unless such obligationsor responsibilities are expressly stated to survive the termination of thisAgreement).

 

### (b)                                 All authority and power granted to the Master Servicer under anyPooling or Servicing Agreement shall automatically cease and terminate on theTrust Termination Date, and shall pass to and be vested in the Company and theCompany is hereby authorized and empowered to execute and deliver, on behalf ofthe Master Servicer as attorney-in-fact or otherwise, all documents and otherinstruments, and to do and accomplish all other acts or things necessary orappropriate to effect the purposes of such transfer of rights from and afterthe Trust Termination Date. The Master Servicer shall cooperate with theCompany in effecting the termination of its responsibilities and rights toconduct servicing of the Receivables on their respective behalf. The MasterServicer shall transfer all of its records relating to the Receivables to theCompany in such form as the Company may reasonably request and shall transferall other records, correspondence and documents to the Company in the mannerand at such times as the Company will reasonably request. To the extent thatcompliance with this **Section 8.02(b)**shall require the Master Servicer to disclose to the Company information of anykind that the Master 

 

35

----

 

### Servicerdeems to be confidential, the Company will be required to enter into suchcustomary licensing and confidentiality agreements as the Master Servicer shallreasonably deem necessary to protect its interests.

 

## **SECTION8.03.**                                                           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).

 

## **SECTION8.04.**                                                           WAIVER OF TRIAL BY JURY AND SUBMISSION TO JURISDICTION.

 

### (a)                                  **THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVERIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISINGOUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTYAGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMSOR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OFACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THEFOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BYJURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OROTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY ORENFORCEABILITY OF THIS PLACEMENT AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVERSHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS ORMODIFICATIONS TO THIS AGREEMENT.**

 

### (b)                                 ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BEBROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THESOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETOIRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OFVENUE OR BASED ON THE GROUNDS OF *FORUM NON CONVENIENS*,OR ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, WHICH ITMAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCHJURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACHOF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR

 

36

----

 

### OTHERPROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

 

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

 

## **SECTION8.05.**                                                           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 set forth in **Section10.05** of the Pooling Agreement or the Applicable Notice Provision ofthe related Origination Agreement, or to such other address as may be hereafternotified by the respective parties hereto.

 

## **SECTION8.06.**                                                           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. Delivery of an executed counterpart of a signature page tothis Agreement by facsimile transmission shall be effective as delivery of amanually executed counterpart of this Agreement.

 

## **SECTION8.07.**                                                           Third-Party Beneficiaries.

 

This Agreement shall inure to the benefitof and be binding upon the parties hereto and the Investor Certificateholdersand their respective successors and permitted assigns. Except as provided inthis **Article VIII**, no other person shallhave any right or obligation hereunder.

 

## **SECTION8.08.**                                                           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. This Agreement may not be modified,amended, waived, or supplemented except as provided herein.

 

## **SECTION8.09.**                                                           Headings.

 

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

 

## **SECTION8.10.**                                                           No Set-Off.

 

Except as expressly provided in thisAgreement, each of the Master Servicer and the Servicer Guarantor agrees thatit shall have no right of set-off or banker’s lien against, and no right tootherwise deduct from, any funds held in any Collection Account, MasterCollection Accounts or Company Concentration Accounts for any amount owed to itby the Company, the Trust, the Trustee or any Holder.

 

37

----

 

## **SECTION8.11.**                                                           No Bankruptcy Petition.

 

### (a)                                  The Servicer Guarantor hereby covenants and agrees that solely inits capacity as a creditor of the Company it shall not institute against, orjoin any other Person in instituting against the Company any involuntarybankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,or other proceedings (including, but not limited to, petitioning for thedeclaration of the Company’s assets *en**désastre*) under any Applicable Insolvency Laws.

 

### (b)                                 The Master Servicer hereby covenants and agrees that solely in itscapacity as a creditor of the Company it shall not institute against, or joinany other Person in instituting against the Company any bankruptcy, reorganization,arrangement, insolvency or liquidation proceedings, or other proceedings(including, but not limited to, petitioning for the declaration of the Company’sassets *en**désastre*) underany Applicable Insolvency Laws.

 

### (c)                                  Notwithstanding anything elsewhere herein, the sole remedy of theTrust, the Trustee, the Holders, the Master Servicer and the Servicer Guarantoror of any other Person in respect of any obligation, covenant, representation,warranty or agreement of the Company under or related to this Agreement shallbe against the assets of the Company, subject to the payment prioritiescontained in the Pooling Agreement and the related Supplement. Neither theTrust, the Trustee, the Holders, the Master Servicer, the Servicer Guarantor,nor any other Person shall have any claim against the Company to the extentthat such assets are insufficient to meet any such obligation, covenant,representation, warranty or agreement (the difference being referred to hereinas “**shortfall**”) and all claims in respectof the shortfall shall be extinguished.

 

## **SECTION8.12.**                                                           Responsible Officer Certificates; No Recourse.

 

Any certificate executed and delivered by aResponsible Officer of the Master Servicer or the Servicer Guarantor, as thecase may be pursuant to the terms of the Transaction Documents shall beexecuted by such Responsible Officer not in an individual capacity but solelyin his or her capacity as an officer of the Master Servicer or the ServicerGuarantor, and such Responsible Officer will not be subject to personalliability as to the matters contained in the certificate. A director, officer,employee or shareholder, as such, of the Master Servicer, the ServicerGuarantor or the Company shall not have liability for any obligation of theMaster Servicer, the Servicer Guarantor or the Company (as the case may be)hereunder or under any Transaction Document or for any claim based on, inrespect of, or by reason of, any Transaction Document, unless such claimresults from the gross negligence, fraudulent acts or wilful misconduct of suchdirector, officer, employee or shareholder.

 

## **SECTION8.13.**                                                           Consequential Damages.

 

In no event shall the Master Servicer or theTrustee be liable for special, indirect or consequential loss or damage of anykind whatsoever (including, but not limited to, lost profits), even if it hasbeen advised of the likelihood of such loss or damage and regardless of theform of action.

 

38

----

 

## **SECTION8.14.**                                                           Liquidation Servicer.

 

The Liquidation Servicer is a party to thisAgreement solely to receive the benefit of the warranties, covenants,undertakings and indemnities expressed in its favor hereunder (as expresslyprovided in **Section 2.02**, **Section 2.05(b)**,**Article IV****Section 5.02**and **Article VI**) and shall assume noobligation or incur any liability to any other party hereto except to theCompany (subject to the terms of the contract agreed between the Company andthe Liquidation Servicer) for the performance of its obligations in accordancewith **Schedule 4**.

 

## **SECTION8.15.**                                                           Effectiveness of this Agreement.

 

This Agreement shall come into effect onlyupon the occurrence of the Series 2001-1 Redemption Date, at which time theexisting Amended and Restated Servicing Agreement dated October 21, 2002 willbe of no further force and effect except as to evidence the incurrence ofobligations thereunder.

 

39

----

 

**IN WITNESS WHEREOF** the parties hereto have caused this Agreement to be duly executedby their respective officers as of the day and year first above written.

 

**HUNTSMANRECEIVABLES FINANCE LLC**,as 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                     |   |
|                                    |                                |   |
| By:                                     | /s/ FRANCIS  DE CARRIÈRE       |   |
|                                    | Name:  Francis De Carrière     |   |
|                                    | Title:  Manager                     |   |
|                                    |                                |
|                                    |
| **HUNTSMAN INTERNATIONAL LLC**,         |
| ** **                              |
|                                    |
| By:                                     | /s/ SEAN  DOUGLAS                   |   |
|                                    | Name: Sean Douglas                  |
|                                    | Title: Vice President and Treasurer |
|                                    |
| **TIOXIDE AMERICAS INC.**,              |
| ** **                              |
|                                    |
| By:                                     | /s/ L.  RUSSELL HEALY               |   |
|                                    | Name: L.  Russell Healy             |
|                                    | Title: Vice President and Treasurer |
|                                    |
| **HUNTSMAN PROPYLENE OXIDE LTD.**,      |
|                                    |
|                                    |
| By:                                     | /s/ SEAN  DOUGLAS                   |   |
|                                    | Name: Sean Douglas                  |
|                                    | Title: Vice President               |
|                                    |
| **HUNTSMAN INTERNATIONAL FUELS, L.P.**, |
|                                    |
|                                    |
| By:                                     | /s/ SEAN  DOUGLAS                   |   |
|                                    | Name: Sean Douglas                  |
|                                    | Title: Vice President               |

 

40

----

 
| **HUNTSMAN HOLLAND B.V.**,                |
|-------------------------------------------|
|                                      |
|                                      |
| By:                                       | /s/ BEN DE  JONG |   |
|                                      | Name: Ben De  Jong |
|                                      | Title:  Attorney and Director |
|                                      |
| **TIOXIDE EUROPE LIMITED**,               |
|                                      |
|                                      |
| By:                                       | /s/ J. KIMO  ESPLIN |   |
|                                      | Name: J.  Kimo Esplin |
|                                      | Title:  Director |
|                                      |
| **HUNTSMAN PETROCHEMICALS (UK) LIMITED**, |
|                                      |
|                                      |
| By:                                       | /s/ J. KIMO  ESPLIN |   |
|                                      | Name: J.  Kimo Esplin |
|                                      | Title:  Director |
|                                      |
| **TIOXIDE EUROPE SRL**,                   |
|                                      |
|                                      |
| By:                                       | /s/ VALTER  MUSSO |   |
|                                      | Name: Valter  Musso |
|                                      | Title:  President of the Board of Directors |
|                                      |
| **HUNTSMAN SURFACE SCIENCES ITALIA SRL**, |
|                                      |
|                                      |
| By:                                       | /s/ DANIELLE  FERRARI |   |
|                                      | Name:  Danielle Ferrari |
|                                      | Title:  Director |
|                                      |
| **HUNTSMAN PATRICA S.R.L.**,              |
| ** **                                |
|                                      |
| By:                                       | /s/ DANIELLE  FERRARI |   |
|                                      | Name:  Danielle Ferrari |
|                                      | Title: Director |
|                                      |
| **TIOXIDE EUROPE S.L.**,                  |
|                                      |
|                                      |
| By:                                       | /s/ NEIL  JONATHAN GRAHAM |   |
|                                      | Name: Neil  Jonathan Graham |
|                                      | Title:  Managing Director |

 

41

----

 
| **HUNTSMAN PERFORMANCE PRODUCTS SPAIN, S.L.**, |
|------------------------------------------------|
|                                           |
|                                           |
| By:                                            | /s/ DANIELLE  FERRARI |   |
|                                           | Name: Danielle  Ferrari |
|                                           | Title:  Director |
|                                           |
| **TIOXIDE EUROPE SAS**,                        |
|                                           |
|                                           |
| By:                                            | /s/  DOMINIQUE VANNESTE |   |
|                                           | Name:  Dominique Vanneste |
|                                           | Title:  President |
|                                           |
| **HUNTSMAN SURFACE SCIENCES (FRANCE)**,        |
|                                           |
|                                           |
| By:                                            | /s/ JOHN  SMYTH |   |
|                                           | Name: /s/  John Smyth |
|                                           | Title:  President |
|                                           |
| **HUNTSMAN SURFACE SCIENCES UK LIMITED**,      |
|                                           |
|                                           |
| By:                                            | /s/ MICHAEL  CARTER |   |
|                                           | Name: Michael Carter |
|                                           | Title: Director |
|                                           |
| **HUNTSMAN ETHYLENEAMINES LTD.**,              |
|                                           |
| By:                                            | /s/ SEAN  DOUGLAS |   |
|                                           | Name: Sean Douglas |
|                                           | Title: Vice President |
|                                           |
| **HUNTSMAN PETROCHEMICAL CORPORATION**,        |
|                                           |
|                                           |
| By:                                            | /s/ SEAN  DOUGLAS |   |
|                                           | Name: Sean Douglas |
|                                           | Title: Vice President and Treasurer |

 

42

----

 
| **HUNTSMAN POLYMERS CORPORATION**,                    |
|-------------------------------------------------------|
|                                                  |
|                                                  |
| By:                                                   | /s/ SEAN  DOUGLAS |   |
|                                                  | Name: Sean Douglas |
|                                                  | Title: Vice President and Treasurer |
|                                                  |
| **HUNTSMAN EXPANDABLE POLYMERS COMPANY, LC**          |
|                                                  |
| **By: HUNTSMAN INTERNATIONAL CHEMICALS CORPORATION,** |
| its Manager                                           |
|                                                  |
|                                                  |
| By:                                                   | /s/ SEAN  DOUGLAS |   |
|                                                  | Name: Sean Douglas |
|                                                  | Title: Vice President |
|                                                  |
| **J.P. MORGAN BANK (IRELAND) plc**,                   |
| not in its  individual capacity but solely as Trustee |
|                                                  |
| By:                                                   | /s/  [ILLEGIBLE] |   |
|                                                  | Name: |
|                                                  | Title: |
|                                                  |
| **HUNTSMAN INTERNATIONAL LLC**,                       |
| as Servicer  Guarantor                                |
|                                                  |
| By:                                                   | /s/ SEAN  DOUGLAS |   |
|                                                  | Name: Sean Douglas |
|                                                  | Title: Vice President and Treasurer |
|                                                  |
| **PRICEWATERHOUSECOOPERS LLP**,                       |
| as  Liquidation Servicer                              |
|                                                  |
| By:                                                   | /s/  [ILLEGIBLE] |   |
|                                                  | Name: |
|                                                  | Title: |

 

43

----