ZERO (AS CERTIFIED IN WRITING BY THE MASTER
SERVICER), THE COMPANY AS BENEFICIAL OWNER OF THE RECEIVABLES HEREBY AUTHORIZES
THE TRUSTEE, AT THE WRITTEN DIRECTION OF THE MASTER SERVICER TO MAKE REASONABLE
EFFORTS TO CAUSE THE LIQUIDATION SERVICER TO SELL WITHIN 30 DAYS OF SUCH
DISTRIBUTION DATE ALL OF THE RECEIVABLES; PROVIDED, HOWEVER, THAT NEITHER
HUNTSMAN INTERNATIONAL NOR ANY OF ITS AFFILIATES SHALL PARTICIPATE IN ANY
BIDDING IN RESPECT OF THE SALE OF THE RECEIVABLES. THE PROCEEDS OF SUCH SALE
SHALL BE TREATED AS COLLECTIONS ON THE RECEIVABLES AND SHALL BE ALLOCATED IN
ACCORDANCE WITH ARTICLE III. DURING SUCH 30-DAY PERIOD, THE MASTER SERVICER
SHALL CONTINUE TO COLLECT COLLECTIONS ON THE RECEIVABLES AND ALLOCATE
COLLECTIONS IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE III. THE REASONABLE
COSTS AND EXPENSES INCURRED BY THE TRUSTEE AND THE LIQUIDATION SERVICER IN SUCH
SALE SHALL BE REIMBURSABLE TO THE TRUSTEE AND THE LIQUIDATION SERVICER AS
PROVIDED IN SECTION 8.05.
SECTION 9.02
OPTIONAL PURCHASE AND FINAL TERMINATION DATE OF INVESTOR
CERTIFICATES OF ANY SERIES.
(A)
ON ANY DISTRIBUTION DATE DURING THE AMORTIZATION PERIOD WITH
RESPECT TO ANY SERIES ON WHICH THE INVESTED AMOUNT (OR SUCH OTHER AMOUNT AS MAY
BE SET FORTH IN THE RELATED SUPPLEMENT) OF SUCH SERIES IS REDUCED TO AN AMOUNT
EQUAL TO OR LESS THAN TEN PERCENT (10%) OF THE INITIAL INVESTED AMOUNT (OR SUCH
OTHER AMOUNT AS MAY BE SET FORTH IN THE RELATED SUPPLEMENT) FOR SUCH SERIES AS
OF THE DAY PRECEDING THE BEGINNING OF SUCH AMORTIZATION PERIOD, THE MASTER
SERVICER SHALL HAVE THE OPTION TO REPURCHASE THE ENTIRE INVESTOR
CERTIFICATEHOLDERS' INTEREST OF SUCH SERIES, AT A PURCHASE PRICE EQUAL TO (I)
THE OUTSTANDING INVESTED AMOUNT OF THE INVESTOR CERTIFICATES OF SUCH SERIES PLUS
(II) AMOUNTS DUE IN RESPECT THEREOF THROUGH SUCH DISTRIBUTION DATE (AFTER GIVING
EFFECT TO ANY PAYMENT OF PRINCIPAL AND MONTHLY INTEREST ON SUCH DATE OF
PURCHASE) PLUS (III) ALL OTHER AMOUNTS PAYABLE TO ALL INVESTOR
CERTIFICATEHOLDERS OF SUCH SERIES UNDER THE RELATED SUPPLEMENT (SUCH PURCHASE
PRICE, THE "CLEAN-UP CALL REPURCHASE PRICE"). THE AMOUNT OF THE CLEAN-UP CALL
REPURCHASE PRICE WILL BE DEPOSITED AND CREDITED TO THE APPLICABLE SERIES
CONCENTRATION ACCOUNT FOR SUCH SERIES ON SUCH DISTRIBUTION DATE IN IMMEDIATELY
AVAILABLE FUNDS AND WILL BE PASSED THROUGH IN FULL TO THE APPLICABLE INVESTOR
CERTIFICATEHOLDERS. IN THE EVENT THAT THE MASTER SERVICER FAILS FOR ANY REASON
TO DEPOSIT THE CLEAN-UP CALL REPURCHASE PRICE FOR SUCH RECEIVABLES, THE INVESTOR
CERTIFICATEHOLDERS' INTEREST IN THE RECEIVABLES WILL CONTINUE AND MONTHLY
PAYMENTS WILL CONTINUE TO BE MADE TO THE INVESTOR CERTIFICATEHOLDERS.
(B)
THE AMOUNT DEPOSITED PURSUANT TO SECTION 9.02(A) SHALL BE PAID TO
THE INVESTOR CERTIFICATEHOLDERS OF THE RELATED SERIES PURSUANT TO ARTICLE III ON
THE DISTRIBUTION DATE FOLLOWING THE DATE OF SUCH DEPOSIT. ALL INVESTOR
CERTIFICATES OF A SERIES WHICH ARE PURCHASED BY THE COMPANY PURSUANT TO SECTION
9.02(A) SHALL BE DELIVERED BY THE COMPANY UPON SUCH PURCHASE TO, AND BE
CANCELLED BY
67
(IN ACCORDANCE WITH THE WRITTEN DIRECTIONS OF THE COMPANY), THE TRANSFER AGENT
AND REGISTRAR AND BE