APPLICABLE LAWS OR
SIMILAR STATUTE OF EACH RELEVANT JURISDICTION) IN ORDER TO CONTINUE THE
COLLATERAL AGENT'S FIRST PRIORITY PERFECTED SECURITY INTEREST IN ALL RECEIVABLES
NOW OWNED OR ACQUIRED BY THE COMPANY;
(K)
WILL, AT ITS OWN EXPENSE, ON EACH RECEIVABLES
PURCHASE DATE, (A) TO DIRECT (OR CAUSE THE MASTER SERVICER TO DIRECT) EACH
ORIGINATOR TO IDENTIFY ON ITS EXTRACTION RECORDS RELATING TO RECEIVABLES FROM
ITS MASTER DATABASE OF RECEIVABLES, THAT THE RECEIVABLES HAVE BEEN CONVEYED TO
HUNTSMAN INTERNATIONAL, THE ITALIAN ONWARD SELLER OR THE COMPANY (AS APPLICABLE)
PURSUANT TO ONE OF THE ORIGINATION AGREEMENTS, (B) DIRECT THE MASTER SERVICER TO
MAINTAIN A RECORD-KEEPING SYSTEM THAT WILL CLEARLY AND UNAMBIGUOUSLY INDICATE,
IN THE MASTER SERVICER'S FILES MAINTAINED ON BEHALF OF THE COMPANY THAT SUCH
RECEIVABLES HAVE BEEN ACQUIRED BY THE COMPANY AND A SECURITY INTEREST HAS BEEN
GRANTED BY THE COMPANY TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED
PARTIES, AND (C) DELIVER OR TRANSMIT OR CAUSE THE MASTER SERVICER ON BEHALF OF
THE COMPANY TO DELIVER OR TRANSMIT TO THE COLLATERAL AGENT A DAILY REPORT
CONTAINING AT LEAST THE INFORMATION SPECIFIED IN SCHEDULE 12 AS TO ALL
RECEIVABLES, AS OF EACH RELATED RECEIVABLES CONTRIBUTION DATE, IN EACH CASE IN
ACCORDANCE WITH THE TRANSACTION DOCUMENTS;
(L)
THE COMPANY SHALL FURNISH TO THE
COLLATERAL AGENT, EACH FUNDING AGENT AND THE ADMINISTRATIVE AGENT:
(I)
WITHIN 60 DAYS AFTER THE END OF EACH
FISCAL YEAR OF THE COMPANY, THE UNAUDITED BALANCE SHEET AND UNAUDITED RELATED
STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS SHOWING THE FINANCIAL
CONDITION OF THE COMPANY AS OF THE CLOSE OF SUCH FISCAL YEAR AND THE RESULTS OF
ITS OPERATIONS DURING SUCH YEAR, PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED;
58
(II)
WITHIN SIXTY (60) DAYS AFTER THE END OF EACH
OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR OF THE COMPANY, THE
COMPANY'S UNAUDITED BALANCE SHEET AND UNAUDITED RELATED STATEMENTS OF INCOME,
STOCKHOLDERS' EQUITY AND CASH FLOWS FOR THE PERIOD FROM THE BEGINNING OF SUCH
FISCAL YEAR TO THE END OF SUCH QUARTER, ALL CERTIFIED BY A RESPONSIBLE OFFICER
OF THE COMPANY;
(III)
TOGETHER WITH THE FINANCIAL STATEMENTS
REQUIRED PURSUANT TO CLAUSES (I) AND (II) ABOVE, A COMPLIANCE CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER OF THE COMPANY STATING THAT (X) THE ATTACHED FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP AND ACCURATELY REFLECT THE
FINANCIAL CONDITION OF THE COMPANY AND (Y) TO THE BEST OF SUCH PERSON'S
KNOWLEDGE, NO TERMINATION EVENT OR POTENTIAL TERMINATION EVENT EXISTS, OR IF ANY
TERMINATION EVENT OR POTENTIAL TERMINATION EVENT EXISTS, STATING THE NATURE AND
STATUS THEREOF;
(IV)
PROMPTLY UPON THE FURNISHING THEREOF TO THE
MEMBERS OF THE COMPANY, COPIES OF ALL FINANCIAL STATEMENTS, FINANCIAL REPORTS
AND PROXY STATEMENTS SO FURNISHED;
(V)
PROMPTLY, ALL INFORMATION, DOCUMENTS, RECORDS,
REPORTS, CERTIFICATES, OPINIONS AND NOTICES RECEIVED BY THE COMPANY FROM AN
ORIGINATOR UNDER ANY ORIGINATION AGREEMENT, AS THE COLLATERAL AGENT, ANY FUNDING
AGENT OR THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST; AND
(VI)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING