DOCUMENTS AND INSTRUMENTS, (XIV) ALL
LETTER-OF-CREDIT RIGHTS, (XV) ANY EXISTING COMMERCIAL TORT CLAIMS, (XVI) ALL
OTHER PERSONAL PROPERTY OF SUCH ASSIGNOR, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, (XVII) ALL DOCUMENTS OF TITLE EVIDENCING OR ISSUED WITH RESPECT TO ANY
OF THE FOREGOING, AND (XVIII) ALL PROCEEDS AND PRODUCTS OF ANY AND ALL OF THE
FOREGOING (INCLUDING, WITHOUT LIMITATION, ALL INSURANCE AND CLAIMS FOR INSURANCE
EFFECTED OR HELD FOR THE BENEFIT OF SUCH ASSIGNOR IN RESPECT THEREOF) (ALL OF
THE ABOVE, AS LIMITED BELOW, COLLECTIVELY, THE "COLLATERAL"); PROVIDED, HOWEVER,
THAT THE SECURITY INTERESTS GRANTED HEREUNDER SHALL NOT COVER ANY ASSIGNOR'S
RIGHT, TITLE AND INTEREST IN ANY (1) CONTRACT, LEASE, LICENSE OR OTHER AGREEMENT
WHICH BY ITS TERMS EXPRESSLY PROHIBITS IN A LEGALLY VALID MANNER THE GRANTING OF
A SECURITY INTEREST THEREIN, (2) ANY ASSET DESCRIBED IN CLAUSES (T) OR (U) OF
SECTION 7.11(A) OF THE CREDIT AGREEMENT (EXCEPT, IN THE CASE OF ANY ASSET
DESCRIBED IN CLAUSE (U) OF SECTION 7.11(A) OF THE CREDIT AGREEMENT, TO THE
EXTENT THAT THE LENDER (AS DEFINED IN THAT CERTAIN LOAN AGREEMENT BY AND AMONG
HUNTSMAN HEADQUARTERS CORPORATION, HUNTSMAN PETROCHEMICAL CORPORATION, HUNTSMAN
CHEMICAL CORPORATION, HUNTSMAN PACKAGING CORPORATION AND U.S. BANK OF UTAH DATED
AS OF DECEMBER 17, 1996 (THE "HEADQUARTERS LOAN AGREEMENT")) HAS CONSENTED TO
THE GRANT BY HUNTSMAN HEADQUARTERS CORPORATION OF A SECURITY INTEREST IN ANY
COLLATERAL (AS DEFINED IN THE HEADQUARTERS LOAN AGREEMENT) HEREUNDER); AND (3)
CAPITAL STOCK NOT REQUIRED TO BE PLEDGED HEREUNDER PURSUANT TO SECTION 7.11(C)
OR 7.11(E) OF THE CREDIT AGREEMENT.
(B)
THE PLEDGED INTERCOMPANY NOTES LISTED ON SCHEDULE B AND THE
CERTIFICATES REPRESENTING THE PLEDGED STOCK LISTED ON SCHEDULE C (OTHER THAN THE
SHARES OF CAPITAL STOCK OF FOREIGN SUBSIDIARIES WHICH ARE NOT CERTIFICATED)
SHALL HAVE BEEN DELIVERED TO THE COLLATERAL AGENT TOGETHER WITH APPROPRIATE
UNDATED NOTE POWERS AND STOCK POWERS DULY EXECUTED IN BLANK ON OR BEFORE THE
DATE HEREOF.
NEITHER THE COLLATERAL AGENT NOR ANY SECURED PARTY SHALL BE
OBLIGATED TO
3
PRESERVE OR PROTECT ANY RIGHTS WITH RESPECT TO THE PLEDGED INTERCOMPANY NOTES OR
THE PLEDGED STOCK OR TO RECEIVE OR GIVE ANY NOTICE WITH RESPECT THERETO WHETHER
OR NOT THE COLLATERAL AGENT OR ANY SECURED PARTY IS DEEMED TO HAVE KNOWLEDGE OF
SUCH MATTERS.
(C)
THE ASSIGNMENTS AND SECURITY INTERESTS UNDER THIS AGREEMENT
GRANTED TO THE COLLATERAL AGENT SHALL NOT RELIEVE ANY ASSIGNOR FROM THE
PERFORMANCE OF ANY TERM, COVENANT, CONDITION OR AGREEMENT ON SUCH ASSIGNOR'S
PART TO BE PERFORMED OR OBSERVED UNDER OR IN RESPECT OF ANY OF THE COLLATERAL
PLEDGED BY IT HEREUNDER OR FROM ANY LIABILITY TO ANY PERSON UNDER OR IN RESPECT
OF ANY OF SUCH COLLATERAL OR IMPOSE ANY OBLIGATION ON THE COLLATERAL AGENT TO
PERFORM OR OBSERVE ANY SUCH TERM, COVENANT, CONDITION OR AGREEMENT ON SUCH
ASSIGNOR'S PART TO BE SO PERFORMED OR OBSERVED OR IMPOSE ANY LIABILITY ON THE
COLLATERAL AGENT FOR ANY ACT OR OMISSION ON THE PART OF SUCH ASSIGNOR RELATIVE
THERETO OR FOR ANY BREACH OF ANY REPRESENTATION OR WARRANTY ON THE PART OF