CONFIDENTIALITY PROVISION IN ANY CONTRACT
RESULTING FROM EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT, ANY OF THE TRANSACTIONS CONSUMMATED PURSUANT TO THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT, DELIVERY OF ANY INFORMATION OR REPORT PURSUANT
HERETO OR THERETO, OR ANY PERFORMANCE OF OBLIGATIONS HEREUNDER OR THEREUNDER;
AND
(XVI)
THE FAILURE OF ANY RECEIVABLE INCLUDED IN THE CALCULATION OF THE
AGGREGATE RECEIVABLES AMOUNT AS AN ELIGIBLE RECEIVABLE TO BE AN ELIGIBLE
RECEIVABLE AT THE TIME SO INCLUDED.
(B)
IN CASE ANY PROCEEDING BY ANY PERSON SHALL
BE INSTITUTED INVOLVING ANY FACILITY INDEMNIFIED PARTY IN RESPECT OF WHICH
INDEMNITY MAY BE SOUGHT PURSUANT TO SECTION 14(A), SUCH INDEMNIFIED PARTY SHALL
PROMPTLY NOTIFY HUNTSMAN INTERNATIONAL AND THE COMPANY AND THE COMPANY AND
HUNTSMAN INTERNATIONAL, UPON REQUEST OF SUCH FACILITY INDEMNIFIED PARTY, SHALL
RETAIN COUNSEL SATISFACTORY TO SUCH INDEMNIFIED PARTY TO REPRESENT SUCH FACILITY
INDEMNIFIED PARTY AND SHALL PAY THE REASONABLE FEES AND DISBURSEMENTS OF SUCH
COUNSEL RELATED TO SUCH PROCEEDING. IN ANY SUCH PROCEEDING, ANY FACILITY
INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO RETAIN ITS OWN COUNSEL, AT THE EXPENSE
OF HUNTSMAN INTERNATIONAL AND THE COMPANY. EXCEPT AS SET FORTH HEREIN, IT IS
UNDERSTOOD THAT NEITHER THE COMPANY NOR HUNTSMAN INTERNATIONAL SHALL, IN RESPECT
OF THE LEGAL EXPENSES OF ANY INDEMNIFIED PARTY IN CONNECTION WITH ANY PROCEEDING
OR RELATED PROCEEDINGS IN THE SAME JURISDICTION, BE LIABLE FOR THE REASONABLE
FEES AND EXPENSES OF MORE THAN ONE SEPARATE FIRM (IN ADDITION TO ANY LOCAL
COUNSEL) FOR ALL SUCH FACILITY INDEMNIFIED PARTIES AND ALL OTHER PARTIES
INDEMNIFIED BY THE COMPANY UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT.
(C)
ANY PAYMENTS TO BE MADE BY HUNTSMAN
INTERNATIONAL AND THE COMPANY PURSUANT TO THIS SECTION 14 SHALL BE, WITHOUT
RESTRICTION, DUE AND PAYABLE FROM HUNTSMAN INTERNATIONAL AND THE COMPANY,
JOINTLY AND SEVERALLY, AND SHALL WITH RESPECT TO AMOUNTS OWING FROM THE COMPANY
BE PAYABLE BY THE COMPANY ONLY TO THE EXTENT THAT FUNDS ARE AVAILABLE (INCLUDING
FUNDS AVAILABLE TO THE COMPANY PURSUANT TO THE EXERCISE OF ITS RIGHT TO
INDEMNITY AND OTHER PAYMENTS PURSUANT TO SECTIONS 2.06 AND 8.02 (OR EQUIVALENT
SECTIONS) OF THE ORIGINATION
30
AGREEMENTS) TO THE COMPANY TO MAKE SUCH PAYMENTS UNDER SECTIONS 17 AND 18, AS
APPLICABLE.
15.
SECURITY INTEREST
As security for the performance by the Company of all the terms, covenants and
agreements on the part of the Company to be performed under this Agreement or
any other Transaction Document, including the punctual payment when due of all
Secured Obligations, the Company hereby grants to the Collateral Agent, for the
benefit of the Secured Parties, a security interest in, all of the Company's
right, title and interest in and to the following (collectively, the
"Collateral"):
(A)
ALL RECEIVABLES, WHETHER NOW OWNED AND
EXISTING OR HEREAFTER ACQUIRED OR ARISING, TOGETHER WITH ALL RECEIVABLE ASSETS
AND COLLECTIONS WITH RESPECT THERETO;
(B)
EACH OF THE ORIGINATION AGREEMENTS, THE
COLLECTION ACCOUNT AGREEMENTS AND THE SERVICING AGREEMENT, INCLUDING, IN RESPECT
OF EACH AGREEMENT, (A) ALL RIGHTS OF THE COMPANY TO