COPIES OF ALL FINANCIAL STATEMENTS,
FINANCIAL REPORTS AND PROXY STATEMENTS SO FURNISHED;
(V)
PROMPTLY, ALL INFORMATION, DOCUMENTS, RECORDS,
REPORTS, CERTIFICATES, OPINIONS AND NOTICES RECEIVED BY HUNTSMAN INTERNATIONAL
FROM AN ORIGINATOR UNDER ANY ORIGINATION AGREEMENT, AS THE COLLATERAL AGENT, ANY
FUNDING AGENT OR THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST;
(VI)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION
OF HUNTSMAN INTERNATIONAL, OR COMPLIANCE WITH THE TERMS OF ANY TRANSACTION
DOCUMENT, IN EACH CASE AS THE ADMINISTRATIVE AGENT, ANY FUNDING AGENT OR THE
COLLATERAL AGENT MAY REASONABLY REQUEST; AND
(VII)
A NOTICE OF THE DECISION TO APPOINT A NEW MANAGER
OF THE COMPANY AS AN "INDEPENDENT MANAGER", 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 EQUITYHOLDER OF THE COMPANY, THE COMPANY'S EQUITYHOLDERS,
THAT THE DESIGNATED PERSON SATISFIES THE CRITERIA SET FORTH IN THE DEFINITION OF
"INDEPENDENT MANAGER";
(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, OR WITHIN TWO WEEKS AFTER SUCH LIEN IS GRANTED OR EXTENDED
WILL ENTER, 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 THE
57
MAJORITY LENDERS OR CONSTITUTE MODIFICATIONS THAT ARE OTHERWISE REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT ACTING AT THE REQUEST OF THE MAJORITY
LENDERS (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, $50,000,000 OR THE FOREIGN CURRENCY EQUIVALENT
THEREOF OR (II) IN THE CASE OF EACH OTHER APPROVED ORIGINATOR OR THE MASTER
SERVICER, $20,000,000 OR THE FOREIGN CURRENCY EQUIVALENT THEREOF); AND
(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