THE TRUSTEE SHALL PROCEED TO DIRECT THE LIQUIDATION
SERVICER TO SO SELL, DISPOSE OF, OR OTHERWISE LIQUIDATE THE RECEIVABLES IN A
COMMERCIALLY REASONABLE MANNER AND ON COMMERCIALLY REASONABLE TERMS, WHICH SHALL
INCLUDE THE SOLICITATION OF COMPETITIVE BIDS AND THE TRUSTEE SHALL CAUSE THE
LIQUIDATION SERVICER TO CONSUMMATE THE SALE, LIQUIDATION OR DISPOSITION OF THE
RECEIVABLES AS PROVIDED ABOVE WITH THE HIGHEST BIDDER FOR THE RECEIVABLES;
PROVIDED, HOWEVER THAT NEITHER HUNTSMAN INTERNATIONAL NOR ANY OF ITS AFFILIATES
SHALL PARTICIPATE IN ANY BIDDING FOR THE RECEIVABLES. THE COMPANY HEREBY
EXPRESSLY WAIVES ANY RIGHTS OF REDEMPTION OR RIGHTS TO RECEIVE NOTICE OF ANY
SUCH SALE EXCEPT AS MAY BE
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REQUIRED BY LAW. ALL REASONABLE COSTS AND EXPENSES INCURRED BY THE LIQUIDATION
SERVICER IN SUCH SALE SHALL BE REIMBURSABLE TO THE LIQUIDATION SERVICER AS
PROVIDED IN SECTION 8.05.
(B)
THE PROCEEDS FROM THE SALE, DISPOSITION OR LIQUIDATION OF THE
RECEIVABLES PURSUANT TO SECTION 7.02(A) ABOVE SHALL BE TREATED AS COLLECTIONS ON
THE RECEIVABLES AND SUCH PROCEEDS SHALL BE RELEASED TO THE LIQUIDATION SERVICER
IN AN AMOUNT EQUAL TO THE AMOUNT OF ANY EXPENSES INCURRED BY THE LIQUIDATION
SERVICER ACTING IN ITS CAPACITY AS LIQUIDATION SERVICER UNDER THIS SECTION 7.02
THAT HAVE NOT OTHERWISE BEEN REIMBURSED AND THE REMAINDER, IF ANY, WILL BE
DISTRIBUTED TO INVESTOR CERTIFICATEHOLDERS OF EACH SERIES AFTER IMMEDIATELY
BEING DEPOSITED IN THE RELATED COMPANY CONCENTRATION ACCOUNT, IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 3.01(F) AND THE RELATED SUPPLEMENT FOR SUCH SERIES.
AFTER GIVING EFFECT TO ALL SUCH DISTRIBUTIONS, THE REMAINDER, IF ANY, SHALL BE
ALLOCATED TO THE EXCHANGEABLE COMPANY INTEREST AND SUCH AMOUNT SHALL BE RELEASED
TO THE HOLDER OF THE EXCHANGEABLE COMPANY INTEREST.
ARTICLE VIII
THE TRUSTEE
SECTION 8.01
DUTIES OF TRUSTEE.
(A)
THE TRUSTEE, PRIOR TO THE OCCURRENCE OF A MASTER SERVICER DEFAULT
OR EARLY AMORTIZATION EVENT OF WHICH A RESPONSIBLE OFFICER OF THE TRUSTEE HAS
ACTUAL KNOWLEDGE AND AFTER THE CURING OF THE MASTER SERVICER DEFAULTS AND EARLY
AMORTIZATION EVENTS WHICH MAY HAVE OCCURRED, UNDERTAKES TO PERFORM SUCH DUTIES
AND ONLY SUCH DUTIES AS ARE SPECIFICALLY SET FORTH IN THE POOLING AND SERVICING
AGREEMENTS OR ANY SUPPLEMENT AND NO IMPLIED COVENANTS OR OBLIGATIONS SHALL BE
READ INTO SUCH POOLING AND SERVICING AGREEMENTS AGAINST THE TRUSTEE. IF A MASTER
SERVICER DEFAULT OR EARLY AMORTIZATION EVENT OF WHICH A RESPONSIBLE OFFICER OF
THE TRUSTEE HAS ACTUAL KNOWLEDGE OCCURRED (WHICH HAS NOT BEEN CURED OR WAIVED),
THE TRUSTEE SHALL EXERCISE THE RIGHTS AND POWERS VESTED IN IT BY ANY POOLING AND
SERVICING AGREEMENT OR ANY SUPPLEMENT AND SHALL USE THE SAME DEGREE OF CARE AND
SKILL IN THEIR EXERCISE AS A PRUDENT PERSON WOULD EXERCISE OR USE UNDER THE
CIRCUMSTANCES IN THE CONDUCT OF SUCH PERSON'S OWN AFFAIRS.
(B)
THE TRUSTEE MAY CONCLUSIVELY RELY AS TO THE TRUTH OF THE
STATEMENTS AND THE CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN UPON
RESOLUTIONS, CERTIFICATES, STATEMENTS, OPINIONS, REPORTS, DOCUMENTS, ORDERS OR
OTHER INSTRUMENTS FURNISHED TO THE TRUSTEE; PROVIDED, THAT (I) IN THE CASE OF
ANY OF THE ABOVE WHICH ARE SPECIFICALLY REQUIRED