SERIES 2000-1 ISSUANCE DATE, (B) THAT ATTACHED
THERETO IS A TRUE AND COMPLETE COPY OF DULY ADOPTED RESOLUTIONS (OR, IF
APPLICABLE UNANIMOUS CONSENTS), OF THE BOARD OF DIRECTORS OR MANAGING MEMBERS OR
GENERAL PARTNERS OF SUCH PERSON OR COMMITTEES THEREOF AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS, AND THAT SUCH RESOLUTIONS HAVE NOT BEEN AMENDED, MODIFIED, REVOKED OR
RESCINDED AND ARE IN FULL FORCE AND EFFECT ON THE SERIES 2000-1 ISSUANCE DATE,
(C) THAT THE CERTIFICATE OF INCORPORATION OR FORMATION OF SUCH PERSON HAS NOT
BEEN AMENDED SINCE THE LAST AMENDMENT THERETO SHOWN ON THE CERTIFICATE OF THE
SECRETARY OF STATE OR OTHER APPROPRIATE AUTHORITY OF THE JURISDICTION OF
INCORPORATION OR FORMATION OF SUCH PERSON FURNISHED PURSUANT TO CLAUSE (I) ABOVE
AND (D) AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF EACH DIRECTOR, OFFICER OR
MANAGER EXECUTING ANY TRANSACTION DOCUMENT TO WHICH SUCH PERSON IS A PARTY OR
ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH ON BEHALF OF
SUCH PERSON; AND
(III)
A CERTIFICATE OF ANOTHER RESPONSIBLE OFFICER
AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF THE RESPONSIBLE OFFICER EXECUTING
THE CERTIFICATE PURSUANT TO CLAUSE (II) ABOVE;
provided that in the case of any Originator other than Huntsman International,
the requirements of this Section 9.01(b) may be satisfied by delivery of the
certificates last delivered by the relevant Originator in connection
with the
Transaction Documents, in each case certified by a Responsible Officer of
Huntsman International as being true, correct and complete copies of such
certificates.
52
(C)
GOOD STANDING CERTIFICATES.
EACH FUNDING
AGENT SHALL HAVE RECEIVED COPIES OF CERTIFICATES OF COMPLIANCE, OF STATUS OR OF
GOOD STANDING (OR SIMILAR CERTIFICATE, IF ANY), DATED AS OF A RECENT DATE FROM
THE SECRETARY OF STATE OR OTHER APPROPRIATE AUTHORITY OF SUCH JURISDICTION, WITH
RESPECT TO THE COMPANY, HUNTSMAN INTERNATIONAL, THE MASTER SERVICER AND EACH
APPROVED ORIGINATOR
IN EACH JURISDICTION WHERE THE OWNERSHIP, LEASE OR
OPERATION OF PROPERTY OR THE CONDUCT OF BUSINESS REQUIRES IT TO QUALIFY AS A
FOREIGN CORPORATION, EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS, OPERATIONS,
PROPERTIES OR CONDITION (FINANCIAL OR OTHERWISE) OF SUCH PERSON.
(D)
CONSENTS, LICENSES, APPROVALS, ETC.
EACH
FUNDING AGENT SHALL HAVE RECEIVED, WITH A PHOTOCOPY (WHICH MAY BE PROVIDED IN
CD-ROM OR OTHER ELECTRONIC IMAGE MEDIA OR FORMAT) FOR EACH SERIES 2000-1
PURCHASER AND EACH SERIES 2000-1 APA BANK, CERTIFICATES DATED THE SERIES 2000-1
ISSUANCE DATE OF A RESPONSIBLE OFFICER OF SUCH PERSON EITHER:
(I)
ATTACHING COPIES OF ALL MATERIAL
CONSENTS, LICENSES, APPROVALS, REGISTRATIONS OR FILINGS REQUIRED IN CONNECTION
WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH PERSON OF THE AGREEMENT,
THIS SUPPLEMENT, THE ORIGINATION AGREEMENTS AND/OR THE SERVICING AGREEMENT, AS
THE CASE MAY BE, AND THE VALIDITY AND ENFORCEABILITY OF THE AGREEMENT, THIS
SUPPLEMENT, THE ORIGINATION AGREEMENTS, AND/OR THE SERVICING AGREEMENT AGAINST
SUCH PERSON AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT; OR
(II)
STATING