THE FUNDING AGENTS PURSUANT TO ANY TRANSACTION DOCUMENTS, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE MAJORITY LENDERS;
(E)
NEITHER IT NOR THE CONTRIBUTOR SHALL PERMIT ANY ORIGINATOR TO
AMEND OR MAKE ANY CHANGE OR MODIFICATION TO ITS CONSTITUTIVE DOCUMENTS IF SUCH
AMENDMENT, CHANGE OR MODIFICATION IS REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT AND EACH FUNDING
56
AGENT; PROVIDED THAT SUCH ORIGINATOR MAY MAKE AMENDMENTS, CHANGES OR
MODIFICATIONS PURSUANT TO CHANGES IN LAW OF THE JURISDICTION OF ITS ORGANIZATION
OR AMENDMENTS TO SUCH ORIGINATOR'S NAME (SUBJECT TO COMPLIANCE WITH SECTION 6.04
(OR CORRESPONDING SECTION) OF THE APPLICABLE ORIGINATION AGREEMENT)), REGISTERED
AGENT OR ADDRESS OF REGISTERED OFFICE;
(F)
IT SHALL COOPERATE IN GOOD FAITH TO ALLOW
THE COLLATERAL AGENT TO USE ITS AVAILABLE FACILITIES AND EXPERTISE UPON A MASTER
SERVICER TERMINATION OR DEFAULT;
(G)
HUNTSMAN INTERNATIONAL SHALL FURNISH TO THE
COLLATERAL AGENT, EACH FUNDING AGENT AND THE ADMINISTRATIVE AGENT:
(I)
WITHIN ONE HUNDRED FIFTY (150) DAYS AFTER
THE END OF EACH FISCAL YEAR THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME,
EQUITYHOLDERS' EQUITY AND CASH FLOWS SHOWING THE FINANCIAL CONDITION OF HUNTSMAN
INTERNATIONAL AS OF THE CLOSE OF SUCH FISCAL YEAR AND THE RESULTS OF ITS
OPERATIONS DURING SUCH YEAR, ALL AUDITED BY HUNTSMAN INTERNATIONAL'S INDEPENDENT
PUBLIC ACCOUNTANTS AND ACCOMPANIED BY AN OPINION OF SUCH ACCOUNTANTS (WHICH
SHALL NOT BE QUALIFIED IN ANY MATERIAL RESPECT) TO THE EFFECT THAT SUCH
FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF HUNTSMAN INTERNATIONAL IN ACCORDANCE WITH
GAAP CONSISTENTLY APPLIED;
(II)
WITHIN SIXTY (60) DAYS AFTER THE END OF EACH
OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR HUNTSMAN INTERNATIONAL'S
UNAUDITED BALANCE SHEET AND RELATED STATEMENTS OF INCOME, EQUITYHOLDERS' 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 HUNTSMAN
INTERNATIONAL;
(III)
TOGETHER WITH THE FINANCIAL STATEMENTS
REQUIRED PURSUANT TO CLAUSES (I) AND (II) ABOVE, A COMPLIANCE CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER OF HUNTSMAN INTERNATIONAL STATING THAT (X) THE ATTACHED
FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP AND ACCURATELY
REFLECT THE FINANCIAL CONDITION OF HUNTSMAN INTERNATIONAL 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; AND
(IV)
PROMPTLY UPON THE FURNISHING THEREOF TO THE
EQUITYHOLDERS OF HUNTSMAN INTERNATIONAL, 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 HUNTSMAN INTERNATIONAL
FROM AN ORIGINATOR UNDER ANY ORIGINATION AGREEMENT, AS THE COLLATERAL AGENT, ANY
FUNDING AGENT OR THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST;
57
(VI)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION
OF HUNTSMAN INTERNATIONAL, OR COMPLIANCE WITH THE TERMS OF ANY TRANSACTION
DOCUMENT, IN EACH CASE AS THE