FURNISHED, BASED UPON ESTIMATES AND ASSUMPTIONS STATED
THEREIN, ALL OF WHICH THE COMPANY, HUNTSMAN INTERNATIONAL AND THE ORIGINATORS
BELIEVE TO BE REASONABLE AND FAIR IN LIGHT OF CONDITIONS AND FACTS KNOWN TO SUCH
PERSONS AT SUCH TIME AND REFLECT THE GOOD FAITH, REASONABLE AND FAIR ESTIMATES
BY SUCH PERSONS OF THE FUTURE PERFORMANCE OF SUCH PERSON AND THE OTHER
INFORMATION PROJECTED THEREIN FOR THE PERIODS SET FORTH THEREIN.
(Z)
ACCURACY OF INFORMATION.
ALL INFORMATION
(OTHER THAN PROJECTIONS) HERETOFORE FURNISHED BY THE COMPANY, THE MASTER
SERVICER, OR BY ANY ORIGINATOR OR ANY RESPONSIBLE OFFICER OF ANY OF THEM TO THE
ADMINISTRATIVE AGENT, ANY FUNDING AGENT OR ANY LENDER FOR PURPOSES OF OR IN
CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY
TRANSACTION CONTEMPLATED HEREBY OR THEREBY IS, AND ALL SUCH INFORMATION
HEREAFTER FURNISHED BY SUCH PERSON OR ANY SUCH RESPONSIBLE OFFICER TO THE
ADMINISTRATIVE AGENT, ANY FUNDING AGENT OR ANY LENDER WILL BE, TRUE AND ACCURATE
IN EVERY MATERIAL RESPECT ON THE DATE SUCH INFORMATION IS STATED OR CERTIFIED
AND DOES NOT AND WILL NOT CONTAIN ANY MATERIAL MISSTATEMENT OF FACT OR OMIT TO
STATE A MATERIAL FACT OR ANY FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED
THEREIN NOT MISLEADING.
47
(AA)
NO ESTABLISHMENT IN UK.
THE COMPANY HAS NO
ESTABLISHMENT, BRANCH OR PLACE OF BUSINESS IN THE UNITED KINGDOM.
Upon discovery by a Responsible Officer of the Company or the Master Servicer of
a breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice to the other parties
and to the Administrative Agent, each Funding Agent, the Lenders and the
Collateral Agent.
24.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
RELATING TO THE RECEIVABLES
The Company hereby represents and warrants to the Master Servicer, the Lenders,
the Funding Agents, the Administrative Agent and the Collateral Agent, with
respect to each Receivable, that:
(A)
RECEIVABLES DESCRIPTION. AS OF THE RELATED
RECEIVABLES CONTRIBUTION DATE, THE DAILY REPORT DELIVERED OR TRANSMITTED
PURSUANT TO SECTION 26.2(U) SETS FORTH IN ALL MATERIAL RESPECTS A COMPLETE
LISTING OF ALL RECEIVABLES (AND ANY ITEMS OF RELATED PROPERTY), ACQUIRED BY THE
COMPANY ON THE RELATED RECEIVABLES CONTRIBUTION DATE AND IN WHICH A SECURITY
INTEREST IS GRANTED TO THE COLLATERAL AGENT AND THE INFORMATION CONTAINED IN THE
DAILY REPORT WITH RESPECT TO EACH SUCH RECEIVABLE IS TRUE AND CORRECT (EXCEPT
FOR ANY ERRORS OR OMISSIONS THAT DO NOT RESULT IN MATERIAL IMPAIRMENT OF THE
INTERESTS, RIGHTS OR REMEDIES OF THE COLLATERAL AGENT OR THE LENDERS WITH
RESPECT TO ANY RECEIVABLE) AS OF THE RELATED RECEIVABLES CONTRIBUTION DATE.
(B)
NO LIENS. EACH ELIGIBLE RECEIVABLE EXISTING
ON THE INITIAL BORROWING DATE OR, IN THE CASE OF ELIGIBLE RECEIVABLES ACQUIRED
BY THE COMPANY AFTER THE INITIAL BORROWING DATE, ON THE RELATED RECEIVABLES
CONTRIBUTION DATE WAS, ON SUCH DATE, FREE AND CLEAR OF ANY LIEN, EXCEPT FOR
PERMITTED LIENS.
(C)
ELIGIBLE RECEIVABLE. EACH RECEIVABLE
ACQUIRED BY THE COMPANY THAT IS INCLUDED IN THE CALCULATION OF THE AGGREGATE
RECEIVABLES AMOUNT IS