UNMATURED EVENT OF DEFAULT HAS COME TO THEIR ATTENTION, THE
CERTIFICATE SHALL INDICATE THE NATURE OF SUCH EVENT OF DEFAULT OR UNMATURED
EVENT OF DEFAULT;
(B)
OFFICER'S CERTIFICATES.
CONCURRENTLY WITH
THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTIONS 7.1(A) AND
7.1(B), A CERTIFICATE OF A RESPONSIBLE FINANCIAL OFFICER SUBSTANTIALLY IN THE
FORM OF EXHIBIT 7.2(B) (A "COMPLIANCE CERTIFICATE") (I) STATING THAT, TO THE
BEST OF SUCH OFFICER'S KNOWLEDGE, (I) SUCH FINANCIAL STATEMENTS PRESENT FAIRLY,
IN ACCORDANCE WITH GAAP, THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE BORROWER AND ITS SUBSIDIARIES FOR THE PERIOD REFERRED TO THEREIN (SUBJECT,
IN THE CASE OF INTERIM STATEMENTS, TO NORMAL RECURRING ADJUSTMENTS) AND (II) NO
EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT HAS OCCURRED, EXCEPT AS SPECIFIED
IN SUCH CERTIFICATE AND, IF SO SPECIFIED, THE ACTION WHICH THE BORROWER PROPOSES
TO TAKE WITH RESPECT THERETO, WHICH CERTIFICATE SHALL SET FORTH DETAILED
COMPUTATIONS TO THE EXTENT NECESSARY TO ESTABLISH THE BORROWER'S COMPLIANCE WITH
THE COVENANTS SET FORTH IN ARTICLE IX OF THIS AGREEMENT AND (II) SETTING FORTH
THE THEN CURRENT OUTSTANDING AMOUNT OF EACH INTERCOMPANY LOAN;
(C)
AUDIT REPORTS AND STATEMENTS.
PROMPTLY
FOLLOWING THE BORROWER'S RECEIPT THEREOF, COPIES OF ALL CONSOLIDATED FINANCIAL
OR OTHER CONSOLIDATED REPORTS OR STATEMENTS, IF ANY, SUBMITTED TO THE BORROWER
OR ANY OF ITS SUBSIDIARIES BY INDEPENDENT PUBLIC ACCOUNTANTS RELATING TO ANY
ANNUAL OR INTERIM AUDIT OF THE BOOKS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES;
101
(D)
MANAGEMENT LETTERS.
PROMPTLY AFTER RECEIPT
THEREOF, A COPY OF ANY "MANAGEMENT LETTER" RECEIVED BY HUNTSMAN CORPORATION (TO
THE EXTENT SUCH "MANAGEMENT LETTER" PERTAINS TO THE BORROWER), THE BORROWER OR
ANY OF ITS SUBSIDIARIES FROM ITS CERTIFIED PUBLIC ACCOUNTANTS;
(E)
PROJECTIONS.
AS SOON AS AVAILABLE AND IN
ANY EVENT WITHIN SIXTY (60) DAYS FOLLOWING THE FIRST DAY OF EACH FISCAL YEAR OF
THE BORROWER, PROJECTIONS (PREPARED ON A BUSINESS SEGMENT BASIS) IN FORM
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS COVERING THE
PERIOD FROM SUCH FISCAL YEAR THROUGH THE NEXT TWO FISCAL YEARS PREPARED IN
REASONABLE DETAIL, WITH APPROPRIATE PRESENTATION AND DISCUSSION OF THE PRINCIPAL
ASSUMPTIONS UPON WHICH SUCH PROJECTIONS ARE BASED, WHICH SHALL BE ACCOMPANIED BY
THE STATEMENT OF THE CHIEF EXECUTIVE OFFICER OR RESPONSIBLE FINANCIAL OFFICER OF
THE BORROWER TO THE EFFECT THAT, TO THE BEST OF HIS KNOWLEDGE, SUCH PROJECTIONS
ARE A REASONABLE ESTIMATE FOR THE PERIODS RESPECTIVELY COVERED THEREBY;
(F)
PUBLIC FILINGS.
WITHIN 10 DAYS AFTER THE
SAME BECOME PUBLIC, COPIES OF ALL FINANCIAL STATEMENTS AND REPORTS WHICH
HUNTSMAN CORPORATION OR THE BORROWER MAY MAKE TO, OR FILE WITH THE SEC OR ANY
SUCCESSOR OR ANALOGOUS GOVERNMENTAL AUTHORITY;
(G)
INSURANCE.
PRIOR TO THE CLOSING DATE, THE
BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT EVIDENCE OF INSURANCE
COMPLYING WITH THE REQUIREMENTS OF SECTION 7.8 FOR THE BUSINESS AND PROPERTIES
OF THE BORROWER AND ITS SUBSIDIARIES, IN FORM REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS AND NAMING THE ADMINISTRATIVE
AGENT AS AN ADDITIONAL INSURED, MORTGAGEE AND/OR LOSS PAYEE, AND STATING THAT