MANAGEMENT OF THE TRUST, OR THE OBLIGATIONS OF THE PARTIES HERETO;
NOR SHALL ANY HOLDER BE UNDER ANY LIABILITY TO ANY THIRD PERSON BY REASON OF ANY
ACTION TAKEN BY THE PARTIES TO THIS AGREEMENT PURSUANT TO ANY PROVISION HEREOF.
(C)
NO HOLDER SHALL HAVE ANY RIGHT BY VIRTUE OF
ANY PROVISIONS OF THIS AGREEMENT TO INSTITUTE ANY SUIT, ACTION OR PROCEEDING IN
EQUITY OR AT LAW UPON OR UNDER OR WITH RESPECT TO THIS AGREEMENT, UNLESS SUCH
HOLDER PREVIOUSLY SHALL HAVE GIVEN TO THE TRUSTEE WRITTEN REQUEST TO INSTITUTE
SUCH ACTION, SUIT OR PROCEEDING IN ITS OWN NAME AS TRUSTEE HEREUNDER AND SHALL
HAVE OFFERED TO THE TRUSTEE SUCH REASONABLE INDEMNITY AS IT MAY REQUIRE AGAINST
THE COSTS, EXPENSES AND LIABILITIES TO BE INCURRED THEREIN OR THEREBY, AND THE
TRUSTEE, FOR 60 DAYS AFTER ITS RECEIPT OF SUCH NOTICE, REQUEST AND OFFER OF
INDEMNITY, SHALL HAVE NEGLECTED OR REFUSED TO INITIATE ANY SUCH ACTION, SUIT OR
PROCEEDING; IT BEING UNDERSTOOD AND INTENDED, AND BEING EXPRESSLY COVENANTED BY
EACH HOLDER WITH EVERY OTHER HOLDER AND THE TRUSTEE, THAT NO ONE OR MORE
HOLDER(S) SHALL HAVE ANY RIGHT IN ANY MANNER WHATEVER BY VIRTUE OR BY AVAILING
ITSELF OR THEMSELVES OF ANY PROVISIONS OF THE POOLING AND SERVICING AGREEMENTS
TO AFFECT, DISTURB OR PREJUDICE THE RIGHTS OF ANY OTHER OF THE INTERESTS, OR TO
OBTAIN OR SEEK TO OBTAIN PRIORITY OVER OR PREFERENCE TO ANY OTHER SUCH HOLDER,
OR TO ENFORCE ANY RIGHT UNDER THIS AGREEMENT, EXCEPT IN THE MANNER HEREIN
PROVIDED AND FOR THE EQUAL,
72
RATABLE AND COMMON BENEFIT OF ALL HOLDERS. FOR THE PROTECTION AND ENFORCEMENT OF
THE PROVISIONS OF THIS SECTION 10.02, EACH AND EVERY HOLDER AND THE TRUSTEE
SHALL BE ENTITLED TO SUCH RELIEF AS CAN BE GIVEN EITHER AT LAW OR IN EQUITY.
(D)
BY THEIR ACCEPTANCE OF INTERESTS PURSUANT TO
THIS AGREEMENT AND THE APPLICABLE SUPPLEMENT, THE HOLDERS AGREE TO THE
PROVISIONS OF THIS SECTION 10.02.
SECTION 10.03
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ANY CONFLICTS OF LAWS PRINCIPLES
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, EXCEPT TO THE
EXTENT THAT ISSUES OF PERFECTION ARE GOVERNED BY THE LAWS OF ANOTHER
JURISDICTION.
SECTION 10.04
NOTICES.
All notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered by hand, or three days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, addressed as follows
(i) in the case of the Company, the Master Servicer and the Trustee, or to such
other address as may be hereafter notified by the respective parties hereto:
The Company:
Huntsman Receivables Finance LLC
c/o Huntsman International LLC
500 Huntsman Way
Salt Lake City, Utah 84108
Attention: Office of General Counsel