OF,
OR TRUSTEE OR SIMILAR OFFICER FOR, THE COMPANY OR ANY SUBSTANTIAL PART OF
PROPERTY, OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
(F)
NO JUNIOR CLAIMANT SHALL HAVE ANY
SUBROGATION OR OTHER RIGHTS AS THE HOLDER OF A SENIOR CLAIM, AND EACH JUNIOR
CLAIMANT HEREBY WAIVES ALL SUCH RIGHTS OF SUBROGATION AND ALL RIGHTS OF
REIMBURSEMENT OR INDEMNITY WHATSOEVER AND ALL RIGHTS OF RECOURSE TO ANY SECURITY
FOR ANY SENIOR CLAIM, UNTIL SUCH TIME AS ALL THE SENIOR CLAIMS SHALL BE
INDEFEASIBLY PAID OR SUCH PAYMENT SHALL HAVE BEEN PROVIDED FOR IN A MANNER
SATISFACTORY TO ALL OF THE HOLDERS OF SENIOR CLAIMS AND ALL OF THE OBLIGATIONS
OF THE COMPANY UNDER THE SENIOR CLAIMS, THE AGREEMENT AND THIS SUPPLEMENT SHALL
HAVE BEEN DULY PERFORMED.
FROM AND AFTER THE TIME AT WHICH ALL SENIOR CLAIMS
HAVE BEEN INDEFEASIBLY PAID OR SUCH PAYMENT SHALL HAVE BEEN PROVIDED FOR IN A
MANNER SATISFACTORY TO ALL OF THE HOLDERS OF SENIOR CLAIMS, THE JUNIOR CLAIMANTS
SHALL BE SUBROGATED TO ALL RIGHTS OF ANY HOLDERS OF SENIOR CLAIMS TO RECEIVE ANY
FURTHER PAYMENTS OR DISTRIBUTIONS APPLICABLE TO THE SENIOR CLAIMS UNTIL THE
JUNIOR CLAIMS SHALL HAVE BEEN PAID IN FULL OR SUCH PAYMENT SHALL HAVE BEEN
PROVIDED FOR IN A MANNER SATISFACTORY TO THE MAJORITY IN AMOUNT OF THE JUNIOR
CLAIMANTS, AND FOR THE PURPOSES OF SUCH SUBROGATION, NO PAYMENT OR DISTRIBUTION
RECEIVED BY THE HOLDERS OF SENIOR CLAIMS OF CASH, SECURITIES OR OTHER PROPERTY
TO WHICH THE JUNIOR CLAIMANTS WOULD HAVE BEEN ENTITLED EXCEPT FOR THESE
SUBORDINATION PROVISIONS SHALL, AS BETWEEN THE COMPANY AND ITS CREDITORS OTHER
THAN THE HOLDERS OF SENIOR CLAIMS, ON THE ONE HAND, AND THE JUNIOR CLAIMANTS, ON
THE OTHER, BE DEEMED TO BE A PAYMENT OR DISTRIBUTION BY THE COMPANY TO OR ON
ACCOUNT OF THE SENIOR CLAIMS.
(G)
EACH CERTIFICATE OR OTHER INSTRUMENTALITY
EVIDENCING ANY JUNIOR CLAIM SHALL CONTAIN THE FOLLOWING LEGEND CONSPICUOUSLY
NOTED ON THE FACE THEREOF:
"THIS [NAME OF INSTRUMENT] IS SUBJECT TO THE
SUBORDINATION
76
PROVISIONS SET FORTH IN SECTION 11.16 OF THE AMENDED AND RESTATED SERIES 2000-1
SUPPLEMENT AMONG HUNTSMAN RECEIVABLES FINANCE LLC, HUNTSMAN (EUROPE) BVBA, AS
MASTER SERVICER, THE SEVERAL FINANCIAL INSTITUTIONS PARTY THERETO AS FUNDING
AGENTS, THE SERIES 2000-1 CONDUIT PURCHASERS PARTY THERETO, THE SEVERAL
FINANCIAL INSTITUTIONS PARTY THERETO AS SERIES 2000-1 APA BANKS, JPMORGAN CHASE
BANK, N.A., AS ADMINISTRATIVE AGENT AND J.P. MORGAN BANK (IRELAND) PLC, AS
TRUSTEE, DATED AS OF APRIL 18, 2006" AND SHALL SPECIFICALLY STATE THAT A COPY OF
THESE SUBORDINATION PROVISIONS (TO THE EXTENT NOT EXPRESSLY STATED IN SUCH
INSTRUMENT) IS ON FILE WITH THE COMPANY AND IS AVAILABLE FOR INSPECTION AT THE
COMPANY'S OFFICES.
SECTION 11.17
LIMITED
RECOURSE.
Notwithstanding anything to the contrary contained herein, the respective
obligations of each Series 2000-1 Conduit Purchaser under this Supplement are
solely the corporate obligations of the Series 2000-1 Conduit Purchasers and, in
the case of obligations of each Series 2000-1 Conduit Purchaser other than
Commercial Paper, shall be payable at such time