to the Loan Documents) on the
ability of any Subsidiary of the Borrower to (i) pay dividends or make any other
distributions on its Capital Stock, (ii) pay any Indebtedness or other
obligation owed to the Borrower or any of its other Subsidiaries, (iii) make any
loans or advances to the Borrower or any of its other Subsidiaries, or (iv)
transfer any of its property or assets to the Borrower or any of its other
Subsidiaries, except:
(A)
ANY ENCUMBRANCE OR RESTRICTION PURSUANT TO AN AGREEMENT IN EFFECT
AT OR ENTERED INTO ON THE EFFECTIVE DATE AND REFLECTED ON SCHEDULE 8.5(A) HERETO
OR ANY EXTENSION, REPLACEMENT OR REFINANCING THEREOF NOT PROHIBITED HEREIN;
(B)
ANY SUCH ENCUMBRANCE OR RESTRICTION CONSISTING OF CUSTOMARY
NON-ASSIGNMENT PROVISIONS IN ANY CONTRACTUAL OBLIGATION ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS TO THE EXTENT SUCH PROVISIONS RESTRICT THE TRANSFER
OR ASSIGNMENT OF ANY AGREEMENT EVIDENCING OR SECURING SUCH CONTRACTUAL
OBLIGATION;
(C)
IN THE CASE OF CLAUSE (IV) ABOVE, PERMITTED LIENS OR OTHER
RESTRICTIONS CONTAINED IN SECURITY AGREEMENTS SECURING INDEBTEDNESS OR OPERATING
LEASES PERMITTED HEREBY, TO
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THE EXTENT SUCH RESTRICTIONS RESTRICT THE TRANSFER OF THE PROPERTY SUBJECT TO
SUCH SECURITY AGREEMENTS OR OPERATING LEASES;
(D)
ANY RESTRICTIONS ON TRANSFER OF AN ASSET (INCLUDING CAPITAL STOCK)
PURSUANT TO AN AGREEMENT TO SELL, TRANSFER OR DISPOSE OF SUCH ASSET, TO THE
EXTENT SUCH SALE WOULD BE PERMITTED HEREBY;
(E)
ANY ENCUMBRANCE OR RESTRICTION ON A RECEIVABLES SUBSIDIARY AS SET
FORTH IN THE RECEIVABLES DOCUMENTS, OR ANY ENCUMBRANCE OR RESTRICTION ON A
PARTICIPATING SUBSIDIARY WITH RESPECT TO RECEIVABLES FACILITY ASSETS AS SET
FORTH IN RECEIVABLES DOCUMENTS;
(F)
RESTRICTIONS ON FOREIGN SUBSIDIARIES IN OVERDRAFT FACILITIES;
(G)
ANY RESTRICTIONS ON A PERSON (OTHER THAN AN UNRESTRICTED
SUBSIDIARY) AT THE TIME SUCH PERSON BECOMES A SUBSIDIARY, SO LONG AS SUCH
RESTRICTIONS WERE NOT ENTERED INTO IN CONTEMPLATION OF SUCH PERSON BECOMING A
SUBSIDIARY; AND
(H)
ANY RESTRICTIONS OR ENCUMBRANCES ON (I) HUNTSMAN CHEMICAL COMPANY
OF CANADA, INC. OR ON ANY FOREIGN SUBSIDIARY OF HUNTSMAN PETROCHEMICAL
CORPORATION, (II) HUNTSMAN ADVANCED MATERIALS (NETHERLANDS) BV OR ANY OF ITS
FOREIGN SUBSIDIARIES OR (III) ANY FOREIGN SUBSIDIARY ORGANIZED UNDER THE LAWS OF
ANY MIDDLE EASTERN OR ASIAN JURISDICTION, WHICH ARE SET FORTH IN ANY AGREEMENT
GOVERNING INDEBTEDNESS PERMITTED PURSUANT TO SECTION 8.2(B)(XVI).
8.6
ISSUANCE OF STOCK
(A)
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES
TO, DIRECTLY OR INDIRECTLY, ISSUE (EXCEPT, WITH RESPECT TO THE BORROWER, AS
PERMITTED PURSUANT TO CLAUSE (B) BELOW), SELL, ASSIGN, PLEDGE OR OTHERWISE
ENCUMBER (OTHER THAN WITH LIENS OF THE TYPE DESCRIBED IN CLAUSES (I) AND (VI) OF
THE DEFINITION OF "CUSTOMARY PERMITTED LIENS") OR DISPOSE OF ANY SHARES OF
CAPITAL STOCK OF ANY SUBSIDIARY OF THE BORROWER, EXCEPT (I) TO THE BORROWER,
(II) TO ANOTHER WHOLLY-OWNED SUBSIDIARY OF THE BORROWER, (III) TO QUALIFYING
DIRECTORS OR TO SATISFY OTHER SIMILAR REQUIREMENTS, IN EACH CASE, PURSUANT TO
REQUIREMENTS OF LAW, (IV) PURSUANT TO THE LOAN DOCUMENTS OR THE FOREIGN
INTERCOMPANY LOAN SECURITY DOCUMENTS OR (V) PLEDGES CONSTITUTING