on which the following
conditions precedent have been satisfied or waived by the Funding Agents:
(A)
TRANSACTION DOCUMENTS.
EACH FUNDING AGENT
SHALL HAVE RECEIVED:
(I)
AN ORIGINAL COPY FOR ITSELF AND PHOTOCOPIES (WHICH MAY BE
PROVIDED IN CD-ROM OR OTHER ELECTRONIC IMAGE MEDIA OR FORMAT) FOR EACH
SERIES 2000-1 PURCHASER AND EACH SERIES 2000-1 APA BANK, EACH EXECUTED AND
DELIVERED IN FORM AND SUBSTANCE SATISFACTORY TO THE FUNDING AGENTS, OF:
(A)
THIS SUPPLEMENT EXECUTED BY A DULY AUTHORIZED OFFICER OR AUTHORIZED
REPRESENTATIVE OF EACH OF THE COMPANY, THE MASTER SERVICER, THE TRUSTEE, THE
ADMINISTRATIVE AGENT, EACH FUNDING AGENT, THE SERIES 2000-1 CONDUIT PURCHASERS
AND THE SERIES 2000-1 APA BANKS (AS TO WHICH EACH PARTY SHALL RECEIVE AN
ORIGINAL COUNTERPART); AND
(B)
THE OTHER TRANSACTION DOCUMENTS TO BE EXECUTED AND DELIVERED IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS SUPPLEMENT, INCLUDING ALL
DOCUMENTS AND CONDITIONS PRECEDENT TO THE ADDITION OF THE NEW 2008 ORIGINATORS
AND THE AMENDMENT TO THE POOLING AGREEMENT TO BE EXECUTED CONCURRENTLY WITH THIS
SUPPLEMENT;
(II)
COPIES (WHICH MAY BE PROVIDED IN CD-ROM OR OTHER ELECTRONIC IMAGE
MEDIA OR FORMAT) FOR ITSELF AND FOR EACH SERIES 2000-1 PURCHASER AND EACH
SERIES 2000-1 APA BANK OF THE POOLING AGREEMENT AND ALL OTHER TRANSACTION
DOCUMENTS (INCLUDING EACH SUPPLEMENT WITH RESPECT TO OTHER SERIES BUT OTHERWISE
EXCLUDING ANY DOCUMENTS RELATING EXCLUSIVELY TO SUCH OTHER SERIES), IN EACH CASE
DULY EXECUTED BY THE PARTIES THERETO AND CERTIFIED BY A RESPONSIBLE OFFICER OF
HUNTSMAN
65
INTERNATIONAL AS TRUE, CORRECT AND COMPLETE COPIES OF EACH SUCH DOCUMENT AS
AMENDED THROUGH THE DATE HEREOF.
(B)
CORPORATE DOCUMENTS; CORPORATE PROCEEDINGS
OF THE COMPANY, EACH ORIGINATOR AND THE MASTER SERVICER.
EACH FUNDING AGENT
SHALL HAVE RECEIVED, WITH A COPY FOR EACH SERIES 2000-1 PURCHASER AND EACH
SERIES 2000-1 APA BANK, 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 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
SERIES 2000-1 ISSUANCE DATE AND CERTIFYING (A) THAT ATTACHED THERETO IS A TRUE
AND COMPLETE COPY OF THE CONSTITUENT DOCUMENTS OF SUCH PERSON IN EFFECT AS OF
THE SERIES 2000-1 ISSUANCE DATE, (B) THAT ATTACHED THERETO IS A TRUE AND
COMPLETE COPY OF DULY ADOPTED RESOLUTIONS (OR, IF APPLICABLE UNANIMOUS
CONSENTS), OF THE BOARD OF DIRECTORS OR MANAGING MEMBERS OR GENERAL PARTNERS OF
SUCH PERSON OR COMMITTEES THEREOF AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, AND
THAT SUCH RESOLUTIONS HAVE NOT