LIENS).
(S)
NO MATERIAL ADVERSE EFFECT. SINCE THE
EFFECTIVE DATE, NO EVENT HAS OCCURRED WHICH HAS HAD A MATERIAL ADVERSE EFFECT
WITH RESPECT TO IT.
(T)
BULK SALES. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT DO NOT REQUIRE COMPLIANCE WITH ANY "BULK SALES"
LAW BY THE COMPANY IN THE UNITED STATES.
(U)
BAKER & MCKENZIE UK TAX OPINION. THE
STATEMENTS OF FACT ASSUMED AT PARAGRAPHS 3.1 TO 3.6 (INCLUSIVE) OF THE UK TAX
OPINION OF BAKER & MCKENZIE LLP DATED ON OR ABOUT THE SIGNING DATE AND PROVIDED
IN CONNECTION WITH CERTAIN UK TAX IMPLICATIONS FOR THE COMPANY AND THE
CONTRIBUTOR OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS ARE
CORRECT.
FOR THE AVOIDANCE OF DOUBT, NO REPRESENTATION IS MADE IN THIS
SUB-PARAGRAPH (U) IN RESPECT OF MATTERS OF LAW OR LEGAL JUDGMENT.
(V)
UNITED KINGDOM - SECONDARY CORPORATION TAX
LIABILITIES.
THERE ARE NO CIRCUMSTANCES IN EXISTENCE WHICH COULD CAUSE THE
COMPANY OR THE CONTRIBUTOR TO HAVE ANY LIABILITIES UNDER SECTION 132 OF THE
UNITED KINGDOM FINANCE ACT
46
1988, SECTIONS 767A OR 767AA OF THE INCOME AND CORPORATION TAXES ACT 1988 OR
SECTIONS 139(7), 179 OR 190 OF THE TAXATION OF CHARGEABLE GAINS ACT 1992.
(W)
ENFORCEABILITY OF CONTRACTS. EACH CONTRACT WITH
RESPECT TO EACH ELIGIBLE RECEIVABLE IS EFFECTIVE TO CREATE, AND HAS CREATED, A
LEGAL, VALID AND BINDING OBLIGATION OF THE RELATED OBLIGOR TO PAY THE PRINCIPAL
AMOUNT OF THE ELIGIBLE RECEIVABLE CREATED THEREUNDER AND ANY ACCRUED INTEREST
THEREON, ENFORCEABLE AGAINST THE OBLIGOR IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
SUCH ENFORCEMENT MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS
GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER ENFORCEMENT
IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW).
(X)
ACCOUNTING. THE MANNER IN WHICH THE COMPANY
ACCOUNTS FOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ORIGINATION
AGREEMENTS IS NOT INCONSISTENT WITH THE ASSUMPTIONS AND FACTUAL RECITATIONS SET
FORTH IN THE SPECIFIED BANKRUPTCY OPINION PROVISIONS.
(Y)
FINANCIAL INFORMATION. ALL BALANCE SHEETS,
ALL STATEMENTS OF INCOME AND OF CASH FLOW AND ALL OTHER FINANCIAL INFORMATION OF
THE COMPANY AND EACH OF HUNTSMAN INTERNATIONAL AND ITS SUBSIDIARIES (OTHER THAN
PROJECTIONS) FURNISHED TO THE COMPANY, THE ADMINISTRATIVE AGENT, ANY FUNDING
AGENT OR ANY LENDER HAVE BEEN AND WILL BE PREPARED IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED, AND DO OR WILL PRESENT FAIRLY THE CONSOLIDATED FINANCIAL
CONDITION OF THE PERSONS COVERED THEREBY AS AT THE DATES THEREOF AND THE RESULTS
OF THEIR OPERATIONS FOR THE PERIODS THEN ENDED; PROVIDED THAT UNAUDITED
FINANCIAL STATEMENTS OF THE COMPANY AND EACH OF HUNTSMAN INTERNATIONAL AND ITS
SUBSIDIARIES HAVE BEEN PREPARED WITHOUT FOOTNOTES, WITHOUT RELIANCE ON ANY
PHYSICAL INVENTORY AND ARE SUBJECT TO YEAR-END ADJUSTMENTS. ANY PROJECTIONS
FURNISHED BY THE COMPANY OR BY ANY RESPONSIBLE OFFICER OF HUNTSMAN INTERNATIONAL
OR AN ORIGINATOR TO THE COMPANY, THE ADMINISTRATIVE AGENT, ANY FUNDING AGENT OR
ANY OF THE LENDERS FOR PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT SHALL
BE, AT THE TIME SO