DISPOSED OF IN A MANNER SATISFACTORY TO THE TRUSTEE AND THE
COMPANY.
(C)
ALL AMOUNTS DUE WITH RESPECT TO ANY SERIES OF INVESTOR
CERTIFICATES SHALL BE DUE AND PAYABLE NO LATER THAN THE SERIES TERMINATION DATE
WITH RESPECT TO SUCH SERIES. UNLESS OTHERWISE PROVIDED IN A SUPPLEMENT, IN THE
EVENT THAT THE INVESTED AMOUNT OF ANY SERIES OF INVESTOR CERTIFICATES IS GREATER
THAN ZERO ON ITS SERIES TERMINATION DATE (AFTER GIVING EFFECT TO ALL TRANSFERS,
WITHDRAWALS, DEPOSITS AND DRAWINGS TO OCCUR ON SUCH DATE AND THE PAYMENT OF
AMOUNTS DUE TO BE MADE ON SUCH SERIES ON SUCH DATE), THE COMPANY AS BENEFICIAL
OWNER OF THE RECEIVABLES ACKNOWLEDGES THAT THE TRUSTEE MAY IN PURSUANCE OF THE
SECURITY INTEREST GRANTED HEREUNDER SELL OR CAUSE TO BE SOLD, IN ACCORDANCE WITH
THE DIRECTIONS OF THE INVESTOR CERTIFICATEHOLDERS REPRESENTING MORE THAN 50% OF
THE INVESTED AMOUNT OF SUCH SERIES (UPON WHICH THE TRUSTEE MAY CONCLUSIVELY
RELY) RECEIVABLES WITH AN AGGREGATE PRINCIPAL AMOUNT APPROXIMATELY EQUAL TO THE
OUTSTANDING INVESTED AMOUNT OF SUCH SERIES AND PAY THE PROCEEDS TO ALL INVESTOR
CERTIFICATEHOLDERS OF SUCH SERIES PRO RATA (EXCEPT THAT UNLESS EXPRESSLY
PROVIDED TO THE CONTRARY IN THE RELATED SUPPLEMENT, NO PAYMENT SHALL BE MADE TO
INVESTOR CERTIFICATEHOLDERS OF ANY CLASS OF ANY SERIES THAT IS BY ITS TERMS
SUBORDINATED TO ANY OTHER CLASS UNTIL SUCH SENIOR CLASS OF INVESTOR CERTIFICATES
HAVE BEEN PAID IN FULL) IN PAYMENT OF AMOUNTS DUE ON SUCH SERIES OF INVESTOR
CERTIFICATES, PROVIDED, HOWEVER, IN FURTHERANCE AND WITHOUT LIMITING THE
GENERALITY OF SECTION 8.01(D), THE TRUSTEE SHALL HAVE THE RIGHT TO OBTAIN,
BEFORE ACTING IN ACCORDANCE WITH ANY SUCH DIRECTION OF THE INVESTOR
CERTIFICATEHOLDERS, SUCH REASONABLE INDEMNITY FROM THE INVESTOR
CERTIFICATEHOLDERS AS THE TRUSTEE MAY REQUIRE AGAINST THE COSTS, EXPENSES AND
LIABILITIES THAT MAY BE INCURRED IN SO ACTING. ABSENT SUCH DIRECTION FROM THE
FUNDING AGENTS OF THE INVESTOR CERTIFICATEHOLDERS REPRESENTING MORE THAN 50% OF
THE INVESTED AMOUNT OF SUCH SERIES OR ABSENT SUCH REASONABLE INDEMNITY AS THE
TRUSTEE MAY REQUIRE IN CONNECTION WITH SUCH DIRECTION, THE TRUSTEE SHALL
CONTINUE TO HOLD THE PARTICIPATION ASSETS IN ACCORDANCE WITH THE TERMS OF THE
POOLING AND SERVICING AGREEMENTS UNTIL THE TRUST TERMINATION DATE (OR UNTIL A
MAJORITY OF THE INVESTOR CERTIFICATEHOLDERS SHALL OTHERWISE DIRECT THE TRUSTEE);
PROVIDED THAT THE TERMS OF THIS AGREEMENT, THE RELATED SUPPLEMENT AND THE
SERVICING AGREEMENT SHALL BE DEEMED TO REMAIN IN FULL FORCE AND EFFECT, EXCEPT
THAT NO ADDITIONAL RECEIVABLES SHALL BE ALLOCATED WITH RESPECT TO SUCH SERIES.
THE REASONABLE COSTS AND EXPENSES INCURRED BY THE TRUSTEE AND THE LIQUIDATION
SERVICER IN SUCH SALE SHALL BE REIMBURSABLE TO THE TRUSTEE AND THE LIQUIDATION
SERVICER AS PROVIDED IN SECTION 8.05. ANY PROCEEDS OF SUCH SALE IN EXCESS OF
SUCH AMOUNTS DUE IN RESPECT THEREOF SHALL BE PAID, PRO RATA, TO THE HOLDERS OF
THE EXCHANGEABLE COMPANY INTEREST (OTHER THAN HUNTSMAN INTERNATIONAL OR ANY OF
ITS AFFILIATES), UNLESS AND TO THE EXTENT OTHERWISE SPECIFIED IN ANY APPLICABLE
SUPPLEMENT. UPON SUCH SERIES TERMINATION DATE WITH RESPECT TO THE APPLICABLE
SERIES, FINAL