CERTIFICATEHOLDERS, ON EACH RECEIVABLES CONTRIBUTION DATE THAT SINCE THE
EFFECTIVE DATE, NO MATERIAL ADVERSE CHANGE HAS OCCURRED IN THE OVERALL RATE OF
COLLECTION OF THE RECEIVABLES.
SECTION 8.02
COVENANTS OF THE COMPANY, THE MASTER SERVICER AND HUNTSMAN INTERNATIONAL.
Each of the Company (solely with respect to clauses (a), (c), (d), (e), (f),
(g) and (j) below), and the Master Servicer hereby agrees, in addition to its
obligations under the Agreement and the Servicing Agreement, that:
(A)
IT SHALL NOT TERMINATE THE AGREEMENT UNLESS
IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT AND THE SUPPLEMENTS RELATING TO
EACH OUTSTANDING SERIES;
47
(B)
WITHIN 60 DAYS OF THE DATE HEREOF, THE
MASTER SERVICER WILL HAVE TAKEN ALL ACTIONS REASONABLY REQUESTED BY THE
LIQUIDATION SERVICER IN CONNECTION WITH, AND TO ENSURE COMPLETION OF, EACH OF
THE MASTER SERVICER SITE REVIEW AND THE REVIEW OF THE MASTER SERVICER'S STANDBY
LIQUIDATION SYSTEM;
(C)
IT SHALL OBSERVE IN ALL MATERIAL RESPECTS
EACH AND EVERY OF ITS RESPECTIVE COVENANTS (BOTH AFFIRMATIVE AND NEGATIVE)
CONTAINED IN THE AGREEMENT, THE SERVICING AGREEMENT, THIS SUPPLEMENT AND ALL
OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY;
(D)
IT SHALL AFFORD THE ADMINISTRATIVE AGENT,
EACH FUNDING AGENT OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ACCESS TO ALL
RECORDS RELATING TO THE RECEIVABLES AT ANY REASONABLE TIME DURING REGULAR
BUSINESS HOURS, UPON REASONABLE PRIOR NOTICE (AND WITHOUT PRIOR NOTICE IF A
SERIES 2000-1 EARLY AMORTIZATION EVENT HAS OCCURRED), FOR PURPOSES OF INSPECTION
AND TO MAKE COPIES OF AND ABSTRACTS FROM ITS RECORDS, BOOKS OF ACCOUNT AND
DOCUMENTS (INCLUDING COMPUTER TAPES AND DISKS) RELATING TO THE RECEIVABLES, AND
SHALL PERMIT THE ADMINISTRATIVE AGENT, EACH FUNDING AGENT OR THE TRUSTEE OR ANY
OF THEIR RESPECTIVE REPRESENTATIVES TO VISIT ANY OF ITS OFFICES OR PROPERTIES
DURING REGULAR BUSINESS HOURS AND AS OFTEN AS MAY REASONABLY BE REQUESTED,
SUBJECT TO ITS NORMAL SECURITY AND CONFIDENTIALITY REQUIREMENTS AND TO DISCUSS
ITS BUSINESS, OPERATIONS, PROPERTIES, FINANCIAL AND OTHER CONDITIONS WITH ITS
OFFICERS AND EMPLOYEES AND WITH ITS INDEPENDENT PUBLIC ACCOUNTANTS;
(E)
IT SHALL NOT WAIVE THE PROVISIONS OF
SECTION 2.06 OR SECTION 8.02 OF ANY ORIGINATION AGREEMENT OR TAKE ANY ACTION,
NOR SHALL IT PERMIT ANY ORIGINATOR TO TAKE ANY ACTION, REQUIRING THE CONSENT OF
THE FUNDING AGENTS PURSUANT TO ANY TRANSACTION DOCUMENTS, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE SERIES 2000-1 MAJORITY PURCHASERS;
(F)
IT SHALL NOT PERMIT ANY ORIGINATOR TO
AMEND OR MAKE ANY CHANGE OR MODIFICATION TO ITS CONSTITUTIVE DOCUMENTS IF SUCH
AMENDMENT, CHANGE OR MODIFICATION IS REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT WITHOUT THE CONSENT OF EACH FUNDING AGENT; PROVIDED THAT SUCH
ORIGINATOR MAY MAKE AMENDMENTS, CHANGES OR MODIFICATIONS PURSUANT TO CHANGES IN
LAW OF THE JURISDICTION OF ITS ORGANIZATION OR AMENDMENTS TO SUCH ORIGINATOR'S
NAME (SUBJECT TO COMPLIANCE WITH SECTION 6.04 (OR CORRESPONDING SECTION) OF THE
APPLICABLE ORIGINATION AGREEMENT)), REGISTERED AGENT OR ADDRESS OF REGISTERED
OFFICE;
(G)
IT SHALL COOPERATE IN GOOD FAITH TO ALLOW
THE TRUSTEE AND THE LIQUIDATION SERVICER TO USE ITS AVAILABLE FACILITIES AND
EXPERTISE UPON A MASTER