OR
OTHERWISE ENCUMBER OR DISPOSE OF ANY SHARES OF CAPITAL STOCK OF ANY RESTRICTED
SUBSIDIARY OF BORROWER, EXCEPT (I) TO BORROWER, (II) TO ANOTHER WHOLLY-OWNED
SUBSIDIARY OF BORROWER WHICH IS A RESTRICTED SUBSIDIARY, (III) TO QUALIFY
DIRECTORS IF REQUIRED BY APPLICABLE LAW OR SIMILAR DE MINIMIS ISSUANCES OF
CAPITAL STOCK TO COMPLY WITH REQUIREMENTS OF LAW OR (IV) PLEDGES CONSTITUTING
PERMITTED LIENS PURSUANT TO SECTION 8.1(A) OR 8.1(D) OR 8.1(E).
NOTWITHSTANDING
THE FOREGOING, BORROWER OR ITS SUBSIDIARIES SHALL BE PERMITTED TO SELL THE
OUTSTANDING STOCK OF A SUBSIDIARY, SUBJECT TO SECTIONS 8.3 AND 8.6.
(B)
BORROWER SHALL NOT ISSUE ANY CAPITAL STOCK, EXCEPT FOR (I)
ISSUANCES OF ADDITIONAL UNITS OF MEMBERSHIP INTERESTS TO HOLDCO II AND (II)
ISSUANCES OF CAPITAL STOCK, WHERE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS
HAVE CONSENTED TO THE TERMS AND CONDITIONS OF SUCH OFFERING.
IN THE EVENT ANY
CAPITAL STOCK OF BORROWER IS ISSUED PURSUANT TO THIS SECTION 8.5(B), BORROWER
SHALL APPLY THE NET OFFERING PROCEEDS RECEIVED IN CONNECTION WITH SUCH
DISPOSITION IN ACCORDANCE WITH SECTION 4.2(D).
8.6
DISPOSITION OF ASSETS.
Borrower will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, sell, lease, assign, transfer or otherwise dispose of any of its
assets to any Person, including, without limitation, pursuant to a Sale and
Leaseback Transaction, except that:
(A)
BORROWER OR ANY SUBSIDIARY MAY ENGAGE IN A TRANSACTION PERMITTED
BY SECTION 8.3.
(B)
ANY FOREIGN SUBSIDIARY WHICH IS A WHOLLY-OWNED SUBSIDIARY MAY
TRANSFER, SELL OR ASSIGN ANY OF ITS ASSETS TO ANOTHER FOREIGN SUBSIDIARY WHICH
IS A WHOLLY-OWNED SUBSIDIARY;
(C)
BORROWER OR ANY SUBSIDIARY MAY SELL, TRANSFER OR OTHERWISE DISPOSE
OF INVENTORY AND CASH EQUIVALENTS IN THE ORDINARY COURSE OF BUSINESS;
(D)
BORROWER OR ANY SUBSIDIARY MAY PERMIT TO EXIST LIENS UPON ITS
ASSETS WHICH ARE PERMITTED BY SECTION 8.1;
(E)
BORROWER OR ANY SUBSIDIARY MAY SELL, ASSIGN, TRANSFER OR OTHERWISE
DISPOSE OF AN INVESTMENT PERMITTED UNDER SECTIONS 8.7(D) AND 8.7(G);
81
(F)
BORROWER AND ANY SUBSIDIARY MAY SELL, ASSIGN, TRANSFER OR
OTHERWISE DISPOSE OF ITS ASSETS TO BORROWER OR ANY WHOLLY-OWNED DOMESTIC
SUBSIDIARY WHICH IS A RESTRICTED SUBSIDIARY (OTHER THAN AIRSTAR CORPORATION,
HUNTSMAN HEADQUARTERS CORPORATION OR IRIC);
(G)
BORROWER OR ANY SUBSIDIARY MAY SELL, LEASE OR OTHERWISE DISPOSE OF
ANY ASSETS IN THE ORDINARY COURSE OF BUSINESS WHICH, IN THE REASONABLE JUDGMENT
OF BORROWER, HAVE BECOME UNECONOMIC, OBSOLETE OR WORN OUT AND MAY SELL OR
DISCOUNT, IN EACH CASE WITHOUT RECOURSE AND IN THE ORDINARY COURSE OF BUSINESS,
OVERDUE ACCOUNTS RECEIVABLE ARISING IN THE ORDINARY COURSE OF BUSINESS, BUT ONLY
IN CONNECTION WITH THE COMPROMISE OR COLLECTION THEREOF CONSISTENT WITH
CUSTOMARY INDUSTRY PRACTICE (AND NOT AS PART OF ANY BULK SALE OR FINANCING OF
RECEIVABLES NOT OTHERWISE PERMITTED UNDER CLAUSE (I) BELOW);
(H)
BORROWER OR ANY SUBSIDIARY MAY ENTER INTO OPERATING LEASES AS
LESSOR IN THE ORDINARY COURSE OF BUSINESS WHICH ARE NOT SUBSTANTIALLY EQUIVALENT
TO SALES;
(I)
BORROWER OR ANY SUBSIDIARY MAY ENTER INTO ASSIGNMENTS AND
LICENSES OF INTELLECTUAL PROPERTY IN THE ORDINARY COURSE OF BUSINESS;
(J)
BORROWER AND