ANY OF
ITS ASSETS IF THE AGGREGATE FAIR MARKET VALUE (AT THE TIME OF DISPOSITION
THEREOF) OF ALL ASSETS DISPOSED OF BY THE BORROWERS AND THEIR RESTRICTED
SUBSIDIARIES SUBSEQUENT TO THE CLOSING DATE PURSUANT TO THIS CLAUSE (K) PLUS THE
AGGREGATE FAIR MARKET VALUE (NET, IN THE CASE OF THE REAL ESTATE OWNED BY
HUNTSMAN HEADQUARTERS CORPORATION, OF THE DEBT SECURED BY SUCH REAL ESTATE) OF
ALL THE ASSETS THEN PROPOSED TO BE DISPOSED OF DOES NOT EXCEED $50,000,000 PER
ANNUM AND $150,000,000 IN THE AGGREGATE FROM AND AFTER THE CLOSING DATE; AND
(L)
THE BORROWERS AND THEIR 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 SO LONG AS, IN THE CASE
OF A TRANSACTION INVOLVING OPERATING ASSETS, SUCH TRANSACTION OCCURS WITHIN 120
DAYS OF THE ACQUISITION BY SUCH BORROWER OR SUBSIDIARY OF THE ASSET SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF.
8.7
LOANS AND INVESTMENTS.
NO BORROWER SHALL, NOR SHALL IT PERMIT ANY
OF ITS RESTRICTED SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, MAKE ANY OR OWN ANY
INVESTMENTS EXCEPT THAT A BORROWER AND ITS RESTRICTED SUBSIDIARIES MAY:
(A)
ACQUIRE AND HOLD CASH AND CASH EQUIVALENTS;
(B)
MAKE OR MAINTAIN ADVANCES TO THEIR EMPLOYEES IN THE ORDINARY
COURSE OF BUSINESS FOR TRAVEL, RELOCATION AND RELATED EXPENSES;
(C)
HOLD (I) ITS EXISTING INVESTMENTS IN SUBSIDIARIES AND (II) THE
OTHER INVESTMENTS IDENTIFIED ON SCHEDULE 8.7 (IN EACH CASE, AS SUCH INVESTMENTS
MAY BE ADJUSTED DUE TO APPRECIATION, REPAYMENT OF PRINCIPAL, PAYMENT OF
INTEREST, RETURN OF CAPITAL AND SIMILAR CIRCUMSTANCES);
(D)
ACQUIRE AND HOLD INVESTMENTS (INCLUDING DEBT OBLIGATIONS) RECEIVED
IN CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS
AND OTHER PERSONS HAVING OBLIGATIONS IN FAVOR OF A BORROWER OR A SUBSIDIARY IN
SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS AND
SUPPLIERS AND SUCH OTHER PERSONS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(E)
MAKE ADDITIONAL INVESTMENTS IN ANY RESTRICTED DOMESTIC SUBSIDIARY;
PROVIDED THAT ANY SUCH INVESTMENT CONSTITUTING A LOAN OR ADVANCE TO A RESTRICTED
DOMESTIC SUBSIDIARY SHALL BE MADE PURSUANT TO ONE OF THE PLEDGED INTERCOMPANY
NOTES;
108
(F)
MAKE (I) ANY INVESTMENT BY ANY BORROWER OR ANY RESTRICTED
SUBSIDIARY IN ANY FOREIGN SUBSIDIARY OR JOINT VENTURE AFTER THE CLOSING DATE IN
AN AGGREGATE AMOUNT FOR ALL SUCH INVESTMENTS FROM AND AFTER THE CLOSING DATE NOT
IN EXCESS OF $25,000,000 (PROVIDED THAT INVESTMENTS IN FOREIGN SUBSIDIARIES OR
JOINT VENTURES MADE IN CASH AND PERMITTED BY THIS SECTION 8.7(F)(I) SHALL NOT
EXCEED $15,000,000 IN THE AGGREGATE DURING THE EIGHTEEN MONTHS FOLLOWING THE
CLOSING DATE) OR (II) ANY INVESTMENT BY A FOREIGN SUBSIDIARY IN ANY OTHER
FOREIGN SUBSIDIARY;
(G)
MAKE ANY INVESTMENT AFTER THE CLOSING DATE IN UNRESTRICTED
SUBSIDIARIES IN AN AMOUNT NOT IN EXCESS OF $15,000,000 IN THE AGGREGATE FROM AND
AFTER THE CLOSING DATE;
(H)
TO THE EXTENT NOT REQUIRED TO BE APPLIED TO PREPAY THE TERM LOAN
OBLIGATIONS PURSUANT TO SECTION 4.2(E) OF THE TERM