ITS SUBSIDIARIES MAY SELL RAILCARS ACQUIRED AFTER
THE CLOSING DATE IN CONNECTION WITH SALE AND LEASEBACK TRANSACTIONS; AND
(K)
BORROWER OR ANY RESTRICTED SUBSIDIARY MAY DISPOSE OF ANY OF ITS
ASSETS IF THE AGGREGATE FAIR MARKET VALUE (AT THE TIME OF DISPOSITION THEREOF)
OF ALL ASSETS DISPOSED OF BY BORROWER AND ITS 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.
(L)
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 SO LONG AS, IN THE CASE OF A TRANSACTION
INVOLVING OPERATING ASSETS, SUCH TRANSACTION OCCURS WITHIN 120 DAYS OF THE
ACQUISITION BY THE BORROWER OR ANY SUBSIDIARY OF THE ASSET SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF;
8.7
LOANS AND INVESTMENTS.
Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to,
directly or indirectly, make any or own any Investments except that 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;
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(C)
HOLD (I) ITS EXISTING INVESTMENTS IN SUBSIDIARIES AND (II) THE
OTHER INVESTMENTS IDENTIFIED ON SCHEDULE 8.7(C) (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 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;
(F)
MAKE (I) ANY INVESTMENT BY 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 IN
EXCESS OF $25,000,000 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 OBLIGATIONS
PURSUANT TO SECTION 4.2(E) OF THE CREDIT AGREEMENT, USE NET CASH PROCEEDS OF
PERMITTED UNSECURED DEBT TO MAKE INVESTMENTS ON