FOREIGN CURRENCY EQUIVALENT THEREOF); AND
(K)
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
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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 CLAUSE SET FORTH IN QUOTATION MARKS ARE DEFINED IN THE
INTERCREDITOR AGREEMENT).
SECTION 8.03
NEGATIVE COVENANTS OF THE COMPANY AND THE
MASTER SERVICER.
(A)
THE COMPANY SHALL NOT MAKE ANY RESTRICTED
PAYMENTS WHILE SERIES 2000-1 IS AN OUTSTANDING SERIES, EXCEPT:
(I)
FROM AMOUNTS DISTRIBUTED TO IT (X) IN RESPECT OF THE EXCHANGEABLE
COMPANY INTERESTS; PROVIDED THAT ON THE DATE ANY SUCH RESTRICTED PAYMENT IS
MADE, THE COMPANY SHALL BE IN COMPLIANCE WITH ITS PAYMENT OBLIGATIONS UNDER
SECTION 2.05 OF THE POOLING AGREEMENT, (Y) PURSUANT TO SECTION 3A.02(D) OR
(Z) IN RESPECT OF PAYMENTS RECEIVED BY THE COMPANY FROM THE TRUST IN
CONSIDERATION FOR THE PARTICIPATION GRANTED IN THE RECEIVABLES CONTRIBUTED FROM
TIME TO TIME TO THE COMPANY BY HUNTSMAN INTERNATIONAL PURSUANT TO THE
CONTRIBUTION AGREEMENT AND SECTION 2.08(M) OF THE POOLING AGREEMENT;
(II)
IN COMPLIANCE WITH ALL TERMS OF THE TRANSACTION DOCUMENTS; AND
(III)
IN ACCORDANCE WITH ALL CORPORATE AND LEGAL FORMALITIES APPLICABLE
TO THE COMPANY;
provided that no Restricted Payments shall be made if a Series 2000-1 Early
Amortization Event has occurred and is continuing (or would occur as a result of
making such Restricted Payment).
(B)
THE MASTER SERVICER HEREBY AGREES THAT IT
SHALL OBSERVE EACH AND ALL OF ITS COVENANTS (BOTH AFFIRMATIVE AND NEGATIVE)
CONTAINED IN EACH POOLING AND SERVICING AGREEMENT IN ALL MATERIAL RESPECTS AND
THAT IT SHALL:
(I)
PROVIDE TO THE ADMINISTRATIVE AGENT AND EACH FUNDING AGENT
(A) NO LATER THAN THE SERIES 2000-1 ISSUANCE DATE (AS PROVIDED BY
SECTION 9.01(S)) AND (B) IN THE CASE OF AN ADDITION OF AN ORIGINATOR, PRIOR TO
THE DATE SUCH ORIGINATOR IS ADDED, EVIDENCE THAT EACH SUCH ORIGINATOR MAINTAINS
DISASTER RECOVERY SYSTEMS AND BACK UP COMPUTER AND OTHER INFORMATION MANAGEMENT
SYSTEMS WHICH SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
EACH FUNDING AGENT AND THE LIQUIDATION SERVICER;
(II)
PROVIDE TO THE ADMINISTRATIVE AGENT AND EACH FUNDING AGENT,
SIMULTANEOUSLY WITH DELIVERY TO THE TRUSTEE, ALL REPORTS, NOTICES, CERTIFICATES,
STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE DELIVERED TO THE TRUSTEE PURSUANT
TO THE POOLING AGREEMENT, THE SERVICING AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS AND FURNISH TO THE ADMINISTRATIVE AGENT AND EACH FUNDING AGENT
PROMPTLY AFTER RECEIPT THEREOF A COPY OF EACH MATERIAL NOTICE, MATERIAL DEMAND
OR OTHER MATERIAL COMMUNICATION (EXCLUDING ROUTINE COMMUNICATIONS) RECEIVED
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BY OR ON BEHALF OF THE COMPANY OR THE MASTER SERVICER WITH RESPECT TO THE
TRANSACTION DOCUMENTS; AND
(III)
PROVIDE NOTICE TO THE ADMINISTRATIVE AGENT AND EACH FUNDING AGENT
OF THE APPOINTMENT OF A SUCCESSOR MASTER SERVICER PURSUANT TO SECTION 6.02 OF
THE SERVICING AGREEMENT.
(C)
THE COMPANY SHALL NOT AMEND, CHANGE OR
MODIFY ANY OF THE REPRESENTATIONS OR COVENANTS