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(I)
FROM AMOUNTS DISTRIBUTED TO IT (X) IN
RESPECT OF THE EXCHANGEABLE COMPANY INTERESTS; PROVIDED THAT ON THE DATE ANY
SUCH RESTRICTED PAYMENT IS MADE, THE COMPANY SHALL BE IN COMPLIANCE WITH ITS
PAYMENT OBLIGATIONS UNDER SECTION 2.05 OF THE AGREEMENT, (Y) PURSUANT TO
SECTION 3A.02(D) OR (Z) IN RESPECT OF PAYMENTS RECEIVED BY THE COMPANY FROM THE
TRUST IN CONSIDERATION FOR THE PARTICIPATION GRANTED IN THE RECEIVABLES
CONTRIBUTED FROM TIME TO TIME TO THE COMPANY BY HUNTSMAN INTERNATIONAL PURSUANT
TO THE CONTRIBUTION AGREEMENT AND SECTION 2.08(M) OF THE AGREEMENT;
(II)
IN COMPLIANCE WITH ALL TERMS OF THE
TRANSACTION DOCUMENTS; AND
(III)
IN ACCORDANCE WITH ALL CORPORATE AND LEGAL
FORMALITIES APPLICABLE TO THE COMPANY;
provided that no Restricted Payments shall be made if a Series 2000-1 Early
Amortization Event has occurred and is continuing (or would occur as a result of
making such Restricted Payment).
(B)
THE MASTER SERVICER HEREBY AGREES THAT IT
SHALL OBSERVE EACH AND ALL OF ITS COVENANTS (BOTH AFFIRMATIVE AND NEGATIVE)
CONTAINED IN EACH POOLING AND SERVICING AGREEMENT IN ALL MATERIAL RESPECTS AND
THAT IT SHALL:
(I)
PROVIDE TO THE ADMINISTRATIVE AGENT AND
EACH FUNDING AGENT (A) NO LATER THAN THE SERIES 2000-1 ISSUANCE DATE (AS
PROVIDED BY SECTION 9.01(S)) AND (B) IN THE CASE OF AN ADDITION OF AN
ORIGINATOR, PRIOR TO THE DATE SUCH ORIGINATOR IS ADDED, EVIDENCE THAT EACH SUCH
ORIGINATOR MAINTAINS DISASTER RECOVERY SYSTEMS AND BACK UP COMPUTER AND OTHER
INFORMATION MANAGEMENT SYSTEMS WHICH SHALL BE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND EACH FUNDING AGENT AND THE LIQUIDATION SERVICER;
(II)
PROVIDE TO THE ADMINISTRATIVE AGENT AND
EACH FUNDING AGENT, SIMULTANEOUSLY WITH DELIVERY TO THE TRUSTEE, ALL REPORTS,
NOTICES, CERTIFICATES, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE DELIVERED
TO THE TRUSTEE PURSUANT TO THE AGREEMENT, THE SERVICING AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS AND FURNISH TO THE ADMINISTRATIVE AGENT AND EACH FUNDING
AGENT PROMPTLY AFTER RECEIPT THEREOF A COPY OF EACH MATERIAL NOTICE, MATERIAL
DEMAND OR OTHER MATERIAL COMMUNICATION (EXCLUDING ROUTINE COMMUNICATIONS)
RECEIVED BY OR ON BEHALF OF THE COMPANY OR THE MASTER SERVICER WITH RESPECT TO
THE TRANSACTION DOCUMENTS; AND
(III)
PROVIDE NOTICE TO THE ADMINISTRATIVE AGENT
AND EACH FUNDING AGENT OF THE APPOINTMENT OF A SUCCESSOR MASTER SERVICER
PURSUANT TO SECTION 6.02 OF THE SERVICING AGREEMENT.
(C)
THE COMPANY SHALL NOT AMEND, CHANGE OR
MODIFY ANY OF THE REPRESENTATIONS OR COVENANTS (AS APPLICABLE) IN SECTIONS
2.03(F), 2.03(J), SECTIONS 2.07(I), 2.07(O), 2.08(A), 2.08(C) THROUGH (E) AND
2.08(K) OF THE POOLING AGREEMENT WITHOUT THE PRIOR CONSENT OF EACH FUNDING
AGENT.
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(D)
THE COMPANY SHALL NOT AMEND, CHANGE OR
MODIFY ANY OF THE DUTIES AND SERVICES OF THE LIQUIDATION SERVICER AS SET FORTH
IN SCHEDULE 4 TO THE SERVICING AGREEMENT WITHOUT THE PRIOR CONSENT OF EACH
FUNDING AGENT.
(E)
THE MASTER SERVICER SHALL NOT CHANGE OR
MODIFY THE POLICIES IN ANY MATERIAL RESPECT, EXCEPT AS PROVIDED IN
SECTION 4.05(B) OF THE SERVICING AGREEMENT; PROVIDED THAT ANY MATERIAL CHANGES
TO THE POLICIES MUST BE APPROVED IN WRITING BY THE FUNDING