WAS ORIGINATED BY ANY ORIGINATOR WITH RESPECT TO WHICH AN ORIGINATOR
TERMINATION EVENT HAS OCCURRED AND IS CONTINUING;
(B)
PAYING DIVIDENDS TO HUNTSMAN INTERNATIONAL LLC, IN EACH CASE,
PURSUANT TO AND IN ACCORDANCE WITH SECTION 2.02 OF THE CONTRIBUTION AGREEMENT
AND SECTION 26.3(L), IN AN AMOUNT UP TO THE OUTSTANDING CONTRIBUTION VALUE OF
THE CONTRIBUTED RECEIVABLES AND OTHER RECEIVABLES ASSETS RELATED THERETO, AS
IDENTIFIED UNDER THE DISTRIBUTABLE ASSETS LEDGER MAINTAINED BY THE MASTER
SERVICER UNDER THE TERMS OF THE CONTRIBUTION AGREEMENT; PROVIDED, THAT,
NOTWITHSTANDING ANYTHING HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT TO THE
CONTRARY, THE COMPANY SHALL NOT USE ALL OR ANY PORTION OF THE PROCEEDS OF ANY
LOAN TO PAY A DIVIDEND WITH RESPECT TO OUTSTANDING CONTRIBUTION VALUE FOR ANY
RECEIVABLE THAT WAS ORIGINATED BY ANY ORIGINATOR WITH RESPECT TO WHICH AN
ORIGINATOR TERMINATION EVENT HAS OCCURRED AND IS CONTINUING; AND
(C)
REFINANCING MATURING LOANS.
5.2
MONITORING
No Lender nor the Administrative Agent nor any Funding Agent is bound to monitor
or verify the application of any amount borrowed under this Agreement.
6.
CONDITIONS OF BORROWINGS
6.1
CONDITIONS PRECEDENT TO INITIAL BORROWING
The effectiveness of the Commitments and the initial Borrowing under this
Agreement is subject to the satisfaction of the following conditions precedent
on or prior to October 22, 2009:
(A)
TRANSACTION DOCUMENTS. THE ADMINISTRATIVE AGENT, THE COLLATERAL
AGENT AND EACH FUNDING AGENT SHALL HAVE RECEIVED AN ORIGINAL COPY FOR ITSELF AND
FOR EACH LENDER EACH EXECUTED AND DELIVERED IN FORM AND SUBSTANCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT AND EACH FUNDING AGENT, OF:
(I)
THIS AGREEMENT EXECUTED BY A DULY AUTHORIZED OFFICER OR
AUTHORIZED REPRESENTATIVE OF EACH OF THE COMPANY, THE MASTER SERVICER, THE
11
COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, EACH FUNDING AGENT, THE LENDERS (AS
TO WHICH EACH PARTY SHALL RECEIVE AN ORIGINAL COUNTERPART); AND
(II)
THE OTHER TRANSACTION DOCUMENTS TO BE EXECUTED AND DELIVERED IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, INCLUDING ALL
DOCUMENTS AND CONDITIONS PRECEDENT TO THE ORIGINATION AGREEMENTS.
(B)
CORPORATE DOCUMENTS; CORPORATE PROCEEDINGS OF THE COMPANY, EACH
ORIGINATOR AND THE MASTER SERVICER. THE ADMINISTRATIVE AGENT, THE COLLATERAL
AGENT AND EACH FUNDING AGENT SHALL HAVE RECEIVED, WITH A COPY FOR EACH LENDER,
FROM THE COMPANY, HUNTSMAN INTERNATIONAL, THE MASTER SERVICER AND EACH
ORIGINATOR, COMPLETE COPIES OF:
(I)
A COPY OF THE CERTIFICATE OF FORMATION OR INCORPORATION, OR ITS
EQUIVALENT, INCLUDING ALL AMENDMENTS THERETO, OF SUCH PERSON, CERTIFIED AS OF A
RECENT DATE (AND IN NO EVENT MORE THAN 30 DAYS PRIOR TO THE SIGNING DATE) BY THE
SECRETARY OF STATE, IF APPLICABLE, OR OTHER APPROPRIATE AUTHORITY OF THE
JURISDICTION OF INCORPORATION, AS THE CASE MAY BE, AND A CERTIFICATE OF
COMPLIANCE, OF STATUS OR OF GOOD STANDING (OR OTHER SIMILAR CERTIFICATE, IF
ANY), AS AND TO THE EXTENT APPLICABLE, OF EACH SUCH PERSON AS OF A RECENT DATE,
FROM THE SECRETARY OF STATE OR OTHER APPROPRIATE AUTHORITY OF SUCH JURISDICTION;
(II)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF SUCH PERSON DATED THE
INITIAL BORROWING DATE AND CERTIFYING (A) THAT