LEASE (AS LESSEE) REAL OR PERSONAL PROPERTY IN THE ORDINARY COURSE OF
BUSINESS OTHER THAN TO A RECEIVABLES SUBSIDIARY;
(D)
EACH OF THE BORROWER AND ITS SUBSIDIARIES
MAY MAKE SALES OR TRANSFERS OF INVENTORY, CASH, CASH EQUIVALENTS AND FOREIGN
CASH EQUIVALENTS IN THE ORDINARY COURSE OF BUSINESS OTHER THAN TO A RECEIVABLES
SUBSIDIARY;
(E)
THE BORROWER AND ITS SUBSIDIARIES MAY SELL
OR DISCOUNT, IN EACH CASE WITHOUT RECOURSE AND IN THE ORDINARY COURSE OF
BUSINESS, ACCOUNTS RECEIVABLE ARISING IN THE ORDINARY COURSE OF BUSINESS (X)
WHICH ARE OVERDUE, OR (Y) WHICH THE BORROWER OR SUCH SUBSIDIARY MAY REASONABLY
DETERMINE ARE DIFFICULT TO COLLECT BUT ONLY IN CONNECTION WITH THE COMPROMISE OR
COLLECTION THEREOF CONSISTENT WITH CUSTOMARY INDUSTRY PRACTICE (AND NOT AS PART
OF ANY BULK SALE OR FINANCING OF RECEIVABLES);
(F)
THE BORROWER AND ITS SUBSIDIARIES MAY
LICENSE ITS PATENTS, TRADE SECRETS, KNOW-HOW AND OTHER INTELLECTUAL PROPERTY
RELATING TO THE MANUFACTURE OF CHEMICAL PRODUCTS AND BY-PRODUCTS (THE
"TECHNOLOGY") PROVIDED THAT SUCH LICENSE SHALL BE ASSIGNABLE TO THE
ADMINISTRATIVE AGENT OR ANY ASSIGNEE OF THE ADMINISTRATIVE AGENT WITHOUT THE
CONSENT OF THE LICENSEE AND NO SUCH LICENSE SHALL (I) TRANSFER OWNERSHIP OF SUCH
TECHNOLOGY TO ANY OTHER PERSON OR (II) REQUIRE THE BORROWER TO PAY ANY FEES FOR
ANY SUCH USE (SUCH LICENSES PERMITTED BY THIS SECTION 8.3(F), HEREAFTER
"PERMITTED TECHNOLOGY LICENSES");
(G)
ANY SUBSIDIARY OF THE BORROWER (OTHER THAN A
RECEIVABLES SUBSIDIARY) MAY BE MERGED OR CONSOLIDATED (X) WITH OR INTO THE
BORROWER SO LONG AS THE BORROWER IS THE SURVIVING ENTITY, (Y) WITH OR INTO ANY
ONE OR MORE WHOLLY-OWNED SUBSIDIARIES OF THE BORROWER (OTHER THAN AN
UNRESTRICTED SUBSIDIARY, AIRSTAR CORPORATION, HUNTSMAN HEADQUARTERS CORPORATION
OR IRIC); PROVIDED, HOWEVER, THAT THE WHOLLY-OWNED SUBSIDIARY OR SUBSIDIARIES
SHALL BE THE SURVIVING ENTITY OR (Z) WITH OR INTO ANY PERSON IN CONNECTION WITH
THE CONSUMMATION OF AN ACQUISITION; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT
TO SUCH MERGER OR CONSOLIDATION THE SURVIVING SUBSIDIARY SHALL BE A WHOLLY-OWNED
SUBSIDIARY;
(H)
THE BORROWER AND ITS SUBSIDIARIES MAY SELL,
TRANSFER OR OTHERWISE DISPOSE OF ANY ASSET IN CONNECTION WITH ANY SALE AND
LEASEBACK TRANSACTION INVOLVING INDEBTEDNESS, CAPITALIZED LEASE OBLIGATIONS OR
AN OPERATING FINANCING LEASE OTHERWISE PERMITTED HEREUNDER;
(I)
IN ANY FISCAL YEAR, THE BORROWER OR ANY
SUBSIDIARY MAY DISPOSE OF ANY OF ITS ASSETS (INCLUDING IN CONNECTION WITH SALE
AND LEASEBACK TRANSACTIONS NOT INVOLVING INDEBTEDNESS, CAPITALIZED LEASE
OBLIGATIONS OR AN OPERATING FINANCING LEASE) IF THE AGGREGATE BOOK VALUE (AT THE
TIME OF DISPOSITION THEREOF) OF ALL ASSETS DISPOSED OF BY THE BORROWER AND ITS
SUBSIDIARIES IN SUCH FISCAL YEAR PURSUANT TO THIS CLAUSE (I) PLUS THE AGGREGATE
BOOK VALUE OF ALL THE ASSETS THEN PROPOSED TO BE DISPOSED OF DOES NOT EXCEED 5%
OF THE CONSOLIDATED NET TANGIBLE ASSETS THE BORROWER AND ITS SUBSIDIARIES AS OF
THE END OF THE IMMEDIATELY PRECEDING FISCAL QUARTER FOR WHICH THE BORROWER HAS
DELIVERED FINANCIAL STATEMENTS AS REQUIRED BY SECTION 7.1; PROVIDED, HOWEVER,
THAT IF (A) CONCURRENTLY WITH ANY DISPOSITION OF ASSETS OR WITHIN 360 DAYS
THEREOF, AN AMOUNT EQUAL TO