(II) MAKE ANY LOANS OR ADVANCES TO ANY BORROWER OR ANY OF ITS
OTHER SUBSIDIARIES, (III) TRANSFER ANY OF ITS PROPERTY OR ASSETS TO ANY BORROWER
OR ANY OF ITS OTHER SUBSIDIARIES OR (IV) ENTER INTO ANY MATERIAL AGREEMENT
UNLESS SUCH AGREEMENT EXPRESSLY PROVIDES THAT IT MAY BE COLLATERALLY
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ASSIGNED TO THE COLLATERAL AGENT AND MAY BE FURTHER ASSIGNED BY THE COLLATERAL
AGENT IN ANY FORECLOSURE, EXCEPT:
(A)
ANY ENCUMBRANCE OR RESTRICTION PURSUANT TO THE TERM CREDIT
AGREEMENT, THE SENIOR SECURED NOTES INDENTURE OR THE AGREEMENT GOVERNING
PERMITTED UNSECURED DEBT OR ANY EXTENSION, REPLACEMENT OR REFINANCING THEREOF
WHICH IS NOT OTHERWISE PROHIBITED BY THE TERMS OF THIS AGREEMENT;
(B)
ANY SUCH ENCUMBRANCE OR RESTRICTION CONSISTING OF CUSTOMARY
NON-ASSIGNMENT PROVISIONS IN CONTRACTUAL OBLIGATIONS WHICH ARE NOT MATERIAL
AGREEMENTS AND ARE ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS TO THE EXTENT
SUCH PROVISIONS RESTRICT THE TRANSFER OR ASSIGNMENT OF SUCH AGREEMENT;
(C)
IN THE CASE OF CLAUSE (III) ABOVE, PERMITTED LIENS OR OTHER
RESTRICTIONS CONTAINED IN SECURITY AGREEMENTS SECURING INDEBTEDNESS PERMITTED
HEREBY TO THE EXTENT SUCH RESTRICTIONS RESTRICT THE TRANSFER OF THE ASSETS
SPECIFICALLY SECURED BY SUCH SECURITY AGREEMENT;
(D)
ANY RESTRICTION ON TRANSFER OF AN ASSET PURSUANT TO AN AGREEMENT
TO SELL SUCH ASSET TO THE EXTENT SUCH SALE WOULD BE PERMITTED UNDER THE TERMS OF
THIS AGREEMENT;
(E)
RESTRICTIONS ON AIRSTAR CORPORATION IN THE AIRSTAR AIRCRAFT
FINANCING DOCUMENTS AND RESTRICTIONS ON HUNTSMAN HEADQUARTERS CORPORATION IN THE
HEADQUARTERS MORTGAGE LOAN DOCUMENTS;
(F)
RESTRICTIONS IN SECTION 4.03 OF THE ARTICLES OF INCORPORATION OF
HUNTSMAN CHEMICAL CORPORATION; AND
(G)
RESTRICTIONS ON FOREIGN SUBSIDIARIES IN FOREIGN OVERDRAFT
FACILITIES.
8.13
ACCOUNTING CHANGES.
NO BORROWER SHALL, NOR SHALL IT PERMIT ANY OF
ITS RESTRICTED SUBSIDIARIES TO, MAKE OR PERMIT TO BE MADE ANY CHANGE IN
ACCOUNTING POLICIES AFFECTING THE PRESENTATION OF FINANCIAL STATEMENTS OR
REPORTING PRACTICES FROM THOSE EMPLOYED BY IT ON THE CLOSING DATE, UNLESS (I)
SUCH CHANGE IS REQUIRED BY GAAP, (II) SUCH CHANGE IS DISCLOSED TO THE LENDERS
THROUGH THE ADMINISTRATIVE AGENT OR OTHERWISE AND (III) RELEVANT PRIOR FINANCIAL
STATEMENTS THAT ARE AFFECTED BY SUCH CHANGE ARE RESTATED (IN FORM AND DETAIL
SATISFACTORY TO ADMINISTRATIVE AGENT) AS MAY BE REQUIRED BY GAAP TO SHOW
COMPARATIVE RESULTS.
IF ANY CHANGES IN GAAP OR THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 6.5(A) HEREOF OCCUR AFTER THE CLOSING DATE AND SUCH
CHANGES RESULT IN, IN THE SOLE JUDGMENT OF ADMINISTRATIVE AGENT, A MEANINGFUL
CHANGE IN THE CALCULATION OF ANY FINANCIAL COVENANTS OR RESTRICTIONS SET FORTH
IN THIS AGREEMENT, THEN THE PARTIES HERETO AGREE TO ENTER INTO AND DILIGENTLY
PURSUE NEGOTIATIONS TO AMEND THE COVENANTS EMPLOYING FINANCIAL CALCULATIONS
HEREIN SO AS TO EQUITABLY REFLECT SUCH CHANGES, WITH THE DESIRED RESULT THAT THE
CRITERIA FOR EVALUATING THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
BORROWERS AND ITS SUBSIDIARIES SHALL BE THE SAME AFTER SUCH CHANGES AS IF SUCH
CHANGES HAD NOT BEEN MADE.
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8.14
RESTRICTIONS ON CERTAIN UNRESTRICTED SUBSIDIARIES.
(A)
THE BORROWERS WILL NOT PERMIT EITHER HSCHC OR HSCC TO, AND HSCHC