PURSUANT
TO THE SECURITY DOCUMENTS ALL INSTRUMENTS EVIDENCING INDEBTEDNESS OWED BY ANY
UNRESTRICTED SUBSIDIARY TO BORROWER OR ANY RESTRICTED DOMESTIC SUBSIDIARY.
(F)
DOCUMENTATION FOR ADDITIONAL SECURITY.
THE SECURITY INTERESTS
REQUIRED TO BE GRANTED PURSUANT TO THIS SECTION 7.11 SHALL BE GRANTED PURSUANT
TO THE ANNEXES TO THE
74
SECURITY DOCUMENTS OR SUCH OTHER SECURITY DOCUMENTATION SATISFACTORY IN FORM AND
SUBSTANCE TO ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS AND SHALL CONSTITUTE
VALID AND ENFORCEABLE PERFECTED SECURITY INTERESTS PRIOR TO THE RIGHTS OF ALL
THIRD PERSONS (OTHER THAN THE "SECURED PARTIES" WITH RESPECT TO "REVOLVER FIRST
PRIORITY COLLATERAL" AS SUCH TERMS ARE DEFINED IN THE REVOLVING SECURITY
DOCUMENTS) AND SUBJECT TO NO OTHER LIENS EXCEPT PERMITTED LIENS.
THE ADDITIONAL
SECURITY DOCUMENTS AND OTHER INSTRUMENTS RELATED THERETO SHALL BE DULY RECORDED
OR FILED IN SUCH MANNER AND IN SUCH PLACES AND AT SUCH TIMES AS ARE REQUIRED BY
LAW TO ESTABLISH, PERFECT, PRESERVE AND PROTECT THE LIENS, IN FAVOR OF
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS, REQUIRED TO BE GRANTED
PURSUANT TO THE ADDITIONAL SECURITY DOCUMENT AND, ALL TAXES, FEES AND OTHER
CHARGES PAYABLE IN CONNECTION THEREWITH SHALL BE PAID IN FULL BY BORROWER OR ITS
SUBSIDIARIES.
AT THE TIME OF THE EXECUTION AND DELIVERY OF THE ADDITIONAL
SECURITY DOCUMENTS, BORROWER SHALL CAUSE TO BE DELIVERED TO ADMINISTRATIVE AGENT
SUCH AGREEMENTS, OPINIONS OF COUNSEL, TITLE SURVEYS, REAL ESTATE APPRAISALS
SATISFYING ANY REQUIREMENTS OF LAW, AND OTHER RELATED DOCUMENTS AS MAY BE
REASONABLY REQUESTED BY ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS TO ASSURE
THEMSELVES THAT THIS SECTION 7.11 HAS BEEN COMPLIED WITH.
7.12
END OF FISCAL YEARS; FISCAL QUARTERS.
(a)
Cause each of its annual accounting periods to end December 31 of
each year (each a "Fiscal Year", with quarterly accounting periods ending on
March 31, June 30, September 30 and December 31 of each Fiscal Year (each a
"Fiscal Quarter")), and (b) cause each of its Subsidiaries' Fiscal Years to end
on December 31 of each year with Fiscal Quarters ending on March 31, June 30,
September 30 and December 31 of each Fiscal Year, unless, in each case,
otherwise required by applicable law.
7.13
SENIOR SUBORDINATED NOTES.
On or before the maturity date of the Senior Subordinated Notes, Borrower shall
have refinanced the then outstanding Senior Subordinated Notes with proceeds of
Permitted Unsecured Debt permitted by Section 8.2(e) and/or shall have redeemed
or repurchased such Senior Subordinated Notes with the proceeds of a Qualified
Public Offering in accordance Section 4.2(d) or otherwise as permitted by this
Agreement.
7.14
MAINTENANCE OF CORPORATION SEPARATENESS.
Cause and cause each of its Subsidiaries to, satisfy customary corporate (or
other similar) formalities, including the maintenance of corporate (or other
similar) records.
Neither Borrower nor any Subsidiary of Borrower shall make
any payment to a creditor of any Huntsman Affiliate in respect of any liability
of any of the foregoing, and no bank account of Borrower shall be commingled
with any bank account of any Huntsman Affiliate.
Any financial statements
distributed to any creditors of