OR ASSIGNMENT OF ANY AGREEMENT EVIDENCING OR SECURING SUCH
CONTRACTUAL OBLIGATION;
C.
IN THE CASE OF CLAUSE (IV) ABOVE,
PERMITTED LIENS OR OTHER RESTRICTIONS CONTAINED IN SECURITY AGREEMENTS SECURING
INDEBTEDNESS OR OPERATING LEASES PERMITTED HEREBY, TO THE EXTENT SUCH
RESTRICTIONS RESTRICT THE TRANSFER OF THE PROPERTY SUBJECT TO SUCH SECURITY
AGREEMENTS OR OPERATING LEASES;
D.
ANY RESTRICTIONS ON TRANSFER OF AN ASSET
(INCLUDING CAPITAL STOCK) PURSUANT TO AN AGREEMENT TO SELL, TRANSFER OR DISPOSE
OF SUCH ASSET, TO THE EXTENT SUCH SALE WOULD BE PERMITTED HEREBY;
E.
ANY ENCUMBRANCE OR RESTRICTION ON A
RECEIVABLES SUBSIDIARY AS SET FORTH IN THE RECEIVABLES DOCUMENTS, OR ANY
ENCUMBRANCE OR RESTRICTION ON A PARTICIPATING SUBSIDIARY WITH RESPECT TO
RECEIVABLES FACILITY ASSETS AS SET FORTH IN RECEIVABLES DOCUMENTS;
F.
RESTRICTIONS ON FOREIGN SUBSIDIARIES IN
OVERDRAFT FACILITIES;
G.
ANY RESTRICTIONS ON A PERSON (OTHER THAN
AN UNRESTRICTED SUBSIDIARY) AT THE TIME SUCH PERSON BECOMES A SUBSIDIARY, SO
LONG AS SUCH RESTRICTIONS WERE NOT ENTERED INTO IN CONTEMPLATION OF SUCH PERSON
BECOMING A SUBSIDIARY; AND
131
H.
ANY RESTRICTIONS OR ENCUMBRANCES ON
(I) HUNTSMAN CHEMICAL COMPANY OF CANADA, INC. OR ON ANY FOREIGN SUBSIDIARY OF
HUNTSMAN PETROCHEMICAL CORPORATION, (II) HUNTSMAN ADVANCED MATERIALS
(NETHERLANDS) BV OR ANY OF ITS FOREIGN SUBSIDIARIES OR (III) ANY FOREIGN
SUBSIDIARY ORGANIZED UNDER THE LAWS OF ANY MIDDLE EASTERN OR ASIAN JURISDICTION,
WHICH ARE SET FORTH IN ANY AGREEMENT GOVERNING INDEBTEDNESS PERMITTED PURSUANT
TO SECTION 8.2(B)(XVI).
16.6.
ISSUANCE OF STOCK
A.
THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, ISSUE (EXCEPT, WITH RESPECT
TO THE BORROWER, AS PERMITTED PURSUANT TO CLAUSE (B) BELOW), SELL, ASSIGN,
PLEDGE OR OTHERWISE ENCUMBER (OTHER THAN WITH LIENS OF THE TYPE DESCRIBED IN
CLAUSES (I) AND (VI) OF THE DEFINITION OF "CUSTOMARY PERMITTED LIENS") OR
DISPOSE OF ANY SHARES OF CAPITAL STOCK OF ANY SUBSIDIARY OF THE BORROWER, EXCEPT
(I) TO THE BORROWER, (II) TO ANOTHER WHOLLY-OWNED SUBSIDIARY OF THE BORROWER,
(III) TO QUALIFYING DIRECTORS OR TO SATISFY OTHER SIMILAR REQUIREMENTS, IN EACH
CASE, PURSUANT TO REQUIREMENTS OF LAW, (IV) PURSUANT TO THE LOAN DOCUMENTS OR
THE FOREIGN INTERCOMPANY LOAN SECURITY DOCUMENTS OR (V) PLEDGES CONSTITUTING
PERMITTED LIENS DESCRIBED IN CLAUSES (A), (D) OR (E) OF SECTION 8.1.
NOTWITHSTANDING THE FOREGOING, THE BORROWER OR ITS SUBSIDIARIES SHALL BE
PERMITTED TO SELL ALL OF THE OUTSTANDING CAPITAL STOCK OF A SUBSIDIARY TO THE
EXTENT PERMITTED PURSUANT TO SECTION 8.3.
B.
THE BORROWER SHALL NOT ISSUE ANY CAPITAL
STOCK, EXCEPT NONREDEEMABLE CAPITAL STOCK AND EXCEPT FOR SUCH ISSUANCES OF
CAPITAL STOCK (INCLUDING PRIVATE PLACEMENTS) (X) WHERE AFTER GIVING EFFECT TO
SUCH ISSUANCE, NO EVENT OF DEFAULT WILL EXIST UNDER SECTION 10.1(M) AND
(Y) WHERE THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS HAVE CONSENTED (SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD) TO THE TERMS AND CONDITIONS OF SUCH
OFFERING.
16.7.
LOANS AND INVESTMENTS
The Borrower will not, and will not permit any of its Subsidiaries to, make any
Investments except:
A.
THE BORROWER AND ITS DOMESTIC SUBSIDIARIES
MAY ACQUIRE AND HOLD CASH