ADMINISTRATIVE AGENT, ANY FUNDING AGENT OR THE
COLLATERAL AGENT MAY REASONABLY REQUEST; AND
(VII)
A NOTICE OF THE DECISION TO APPOINT A NEW DIRECTOR
OF THE COMPANY AS AN "INDEPENDENT DIRECTOR", SUCH NOTICE TO BE ISSUED NOT LESS
THAN THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH APPOINTMENT, TOGETHER
WITH A CERTIFICATION BY HUNTSMAN INTERNATIONAL, OR, IF HUNTSMAN INTERNATIONAL IS
NO LONGER THE SOLE EQUITY HOLDER OF THE COMPANY, BY THE COMPANY'S EQUITYHOLDERS,
THAT THE DESIGNATED PERSON SATISFIES THE CRITERIA SET FORTH IN THE DEFINITION OF
"INDEPENDENT DIRECTOR";
(H)
AFTER THE DATE HEREOF, NEITHER IT NOR THE
CONTRIBUTOR SHALL, NOR SHALL THEY PERMIT ANY OF THE OTHER APPROVED ORIGINATORS
TO, GRANT, ANY LIEN OVER THEIR ASSETS OR PROPERTIES, SECURING, OR EXTEND THE
BENEFIT OF EXISTING SECURITY TO BENEFICIARIES OF, A THRESHOLD AMOUNT OF
INDEBTEDNESS, IN EACH CASE UNLESS THE HOLDERS AND BENEFICIARIES OF SUCH SECURITY
HAVE ENTERED INTO AN INTERCREDITOR AGREEMENT ON TERMS SUBSTANTIALLY EQUIVALENT
TO THE INTERCREDITOR AGREEMENT WITH SUCH APPROPRIATE MODIFICATIONS AS ARE
NECESSARY TO REFLECT THE DIFFERENCES BETWEEN THE OBLIGATIONS SECURED AND THE
COLLATERAL PROVIDED IN RELATION THERETO, AS REASONABLY DETERMINED BY THE
ADMINISTRATIVE AGENT ACTING AT THE REQUEST OF ALL THE FUNDING AGENTS OR
CONSTITUTE MODIFICATIONS THAT ARE OTHERWISE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT ACTING AT THE REQUEST OF ALL THE FUNDING AGENTS (WHERE
"THRESHOLD AMOUNT OF INDEBTEDNESS" MEANS INDEBTEDNESS, EXCLUDING ANY INSURANCE
PREMIUM FINANCINGS, CAPITAL LEASES, INDEBTEDNESS ASSUMED OR INCURRED IN
CONJUNCTION WITH ANY ACQUISITION WHERE THE LIENS ARE RELATED TO THE ASSETS
ACQUIRED, OR INDEBTEDNESS RELATING TO PURCHASE MONEY SECURITY INTERESTS, WHICH
IS INCURRED AFTER THE DATE HEREOF AND WHICH CUMULATIVELY EXCEEDS (I) IN THE CASE
OF THE CONTRIBUTOR OR THE MASTER SERVICER, $50,000,000 OR THE FOREIGN CURRENCY
EQUIVALENT THEREOF OR (II) IN THE CASE OF EACH OTHER APPROVED ORIGINATOR,
$20,000,000 OR THE FOREIGN CURRENCY EQUIVALENT THEREOF);
(I)
NONE OF THE COMPANY, THE MASTER SERVICER
OR THE CONTRIBUTOR WILL PERMIT THE SALE OF "UNSOLD RECEIVABLES" UNDER ANY OF THE
ORIGINATION AGREEMENTS ON OR AFTER ANY DAY UPON WHICH ANY OF THE "BANK AND NOTE
AGENTS" HAS TAKEN ANY ACTION TO FORECLOSE UPON OR OTHERWISE ENFORCE AGAINST ANY
"UNSOLD RECEIVABLES" (AS THE TERMS IN THIS SECTION SET FORTH IN QUOTATION MARKS
ARE DEFINED IN THE INTERCREDITOR AGREEMENT);
(J)
WILL TAKE ALL ACTIONS REASONABLY
REQUESTED BY THE COLLATERAL AGENT (INCLUDING BUT NOT LIMITED TO ALL FILINGS AND
OTHER ACTS NECESSARY OR ADVISABLE UNDER THE APPLICABLE UCC OR OTHER APPLICABLE
LAWS OR SIMILAR STATUTE OF EACH RELEVANT JURISDICTION) IN ORDER TO CONTINUE THE
COLLATERAL AGENT'S FIRST PRIORITY PERFECTED SECURITY INTEREST IN ALL RECEIVABLES
NOW OWNED OR ACQUIRED BY THE COMPANY;
(K)
WILL, AT ITS OWN EXPENSE, ON EACH
RECEIVABLES PURCHASE DATE, (A) DIRECT (OR CAUSE THE MASTER SERVICER TO DIRECT)
EACH ORIGINATOR TO IDENTIFY ON ITS EXTRACTION RECORDS RELATING TO RECEIVABLES
FROM ITS MASTER DATABASE OF
58
RECEIVABLES, THAT THE RECEIVABLES HAVE BEEN CONVEYED TO HUNTSMAN INTERNATIONAL
OR THE COMPANY (AS APPLICABLE) PURSUANT TO ONE OF THE ORIGINATION AGREEMENTS,
(B) TO DIRECT THE