Transaction Document; provided, however, that this provision
shall not protect the Company against any liability which would otherwise be
imposed by reason of willful misconduct, bad faith or gross negligence in the
performance of any duties or by reason of reckless disregard of any obligations
and duties hereunder.
SECTION 6.03
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, HUNTSMAN INTERNATIONAL OR THE COMPANY.
(A)
NEITHER HUNTSMAN INTERNATIONAL NOR THE COMPANY (EACH A "RELEVANT
ENTITY") SHALL CONSOLIDATE WITH OR MERGE INTO ANY OTHER CORPORATION OR CONVEY,
TRANSFER OR DISPOSE OF ITS PROPERTIES AND ASSETS (INCLUDING IN THE CASE OF
HUNTSMAN INTERNATIONAL ITS CONSOLIDATED SUBSIDIARIES AS PROPERTY AND ASSETS)
SUBSTANTIALLY AS AN ENTIRETY TO ANY PERSON, OR ENGAGE IN ANY CORPORATE
RESTRUCTURING OR REORGANIZATION, OR LIQUIDATE OR DISSOLVE UNLESS:
52
(I)
THE BUSINESS ENTITY FORMED BY SUCH CONSOLIDATION OR INTO WHICH
THE RELEVANT ENTITY IS MERGED OR THE PERSON WHICH ACQUIRES BY CONVEYANCE,
TRANSFER OR DISPOSITION OF THE PROPERTIES AND ASSETS OF THE RELEVANT ENTITY
SUBSTANTIALLY AS AN ENTIRETY, IF THE RELEVANT ENTITY IS NOT THE SURVIVING ENTITY
SHALL EXPRESSLY ASSUME, BY AN AGREEMENT SUPPLEMENTAL HERETO, EXECUTED AND
DELIVERED TO THE TRUSTEE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
TRUSTEE, THE PERFORMANCE OF EVERY COVENANT AND OBLIGATION OF THE RELEVANT
ENTITY;
(II)
THE RELEVANT ENTITY HAS DELIVERED TO THE TRUSTEE A CERTIFICATE OF
A RESPONSIBLE OFFICER AND AN OPINION OF COUNSEL (WHICH, AS TO FACTUAL MATTERS,
MAY BE BASED ON A CERTIFICATE BY THE RELEVANT ENTITY) EACH STATING THAT SUCH
CONSOLIDATION, MERGER, RESTRUCTURING, REORGANIZATION, CONVEYANCE, TRANSFER OR
DISPOSITION OR ENGAGEMENT IN ANY CORPORATE RESTRUCTURING OR REORGANIZATION AND
SUCH SUPPLEMENTAL AGREEMENT COMPLY WITH THIS SECTION 6.03, THAT SUCH SUPPLEMENT
AGREEMENT IS A VALID AND BINDING OBLIGATION OF SUCH SURVIVING ENTITY ENFORCEABLE
AGAINST SUCH SURVIVING ENTITY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE INSOLVENCY LAWS AND EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY GENERAL PRINCIPLES OF EQUITY (WHETHER
CONSIDERED IN A SUIT AT LAW OR IN EQUITY), AND THAT ALL CONDITIONS PRECEDENT
HEREIN PROVIDED FOR RELATING TO SUCH TRANSACTION HAVE BEEN COMPLIED WITH;
(III)
IF ANY SERIES IS OUTSTANDING, THE RELATED FUNDING AGENT(S) SHALL
HAVE CONSENTED TO SUCH CONSOLIDATION, MERGER, RESTRUCTURING, REORGANIZATION,
CONVEYANCE OR TRANSFER;
(IV)
THE COMPANY SHALL HAVE DELIVERED TO THE TRUSTEE AND THE FUNDING
AGENT(S) OF EACH OUTSTANDING SERIES A TAX OPINION, DATED THE DATE OF SUCH
CONSOLIDATION, MERGER, RESTRUCTURING, REORGANIZATION, CONVEYANCE OR TRANSFER,
WITH RESPECT THERETO;
(V)
IN CONNECTION WITH ANY MERGER, CONSOLIDATION OR CORPORATE
RESTRUCTURING OR REORGANIZATION OF THE COMPANY, THE BUSINESS ENTITY INTO WHICH
THE COMPANY SHALL MERGE OR CONSOLIDATE SHALL BE (X) WITH RESPECT TO THE COMPANY,
A BUSINESS ENTITY THAT IS NOT SUBJECT TO TITLE 11 OF THE UNITED STATES CODE OR
(Y) A SPECIAL PURPOSE CORPORATION, THE POWERS AND ACTIVITIES OF WHICH SHALL BE
LIMITED TO THE PERFORMANCE OF THE OBLIGATIONS OF THE COMPANY UNDER THIS
AGREEMENT, ANY SUPPLEMENT AND THE ORIGINATION AGREEMENTS; AND
(VI)
IF THE COMPANY IS NOT THE SURVIVING ENTITY,