COLLATERAL TO THE FULL EXTENT CONTEMPLATED HEREIN, FREE AND CLEAR OF ANY ADVERSE
CLAIMS OTHER THAN ADVERSE CLAIMS IN FAVOR OF THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED PARTIES (INCLUDING, WITHOUT LIMITATION, THE FILING OF ALL
FINANCING STATEMENTS OR OTHER SIMILAR INSTRUMENTS OR DOCUMENTS NECESSARY UNDER
THE UCC (OR ANY COMPARABLE LAW) OF ALL APPROPRIATE JURISDICTIONS TO PERFECT THE
COLLATERAL AGENT'S (FOR THE BENEFIT OF THE SECURED PARTIES) INTEREST IN SUCH
RECEIVABLES AND OTHER COLLATERAL AND SUCH OTHER ACTION TO PERFECT, PROTECT OR
MORE FULLY EVIDENCE THE INTEREST OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE
SECURED PARTIES AS THE COLLATERAL AGENT OR ANY FUNDING AGENT MAY REASONABLY
REQUEST).
(S)
ESTABLISH AND MAINTAIN A SEGREGATED ACCOUNT
(THE "WITHHOLDING TAX RESERVE ACCOUNT"), AND DEPOSIT TO AND MAINTAIN IN SUCH
WITHHOLDING TAX RESERVE ACCOUNT A RESERVE FOR POTENTIAL WITHHOLDING TAX
LIABILITIES REGARDING THE ORIGINATORS IN SPAIN IN AN AMOUNT EQUAL TO €17,469.
IF AN AMOUNT IS REQUIRED TO BE CREDITED TO THE WITHHOLDING TAX RESERVE ACCOUNT
TO SATISFY A RESERVE REQUIREMENT PURSUANT TO PARAGRAPH (P) OF THE DEFINITION OF
"ELIGIBLE RECEIVABLES," THE COMPANY SHALL REMIT OR CAUSE TO BE REMITTED OR
WITHDRAW SUCH AMOUNTS AS ARE NECESSARY TO ENSURE THAT THE BALANCE OF THE
WITHHOLDING TAX RESERVE ACCOUNT IS EQUAL TO THE AMOUNT NECESSARY TO SATISFY ANY
SUCH REQUIREMENT.
IN THE EVENT OF THE IMPOSITION OF A WITHHOLDING TAX ON ANY
COLLECTIONS, THE COMPANY SHALL REMIT AN AMOUNT EQUAL TO THE RESULTING SHORTFALL
FROM AMOUNTS ON DEPOSIT IN THE WITHHOLDING TAX RESERVE ACCOUNT TO THE RELEVANT
COLLECTION ACCOUNT.
26.2
AFFIRMATIVE COVENANTS OF THE COMPANY, THE MASTER
SERVICER AND HUNTSMAN INTERNATIONAL
Each of the Company (solely with respect to Sections (a), (c), (d), (e), (f),
(i), (j), (k), (l) and (m) below), the Master Servicer and Huntsman
International hereby agrees, in addition to its obligations under the Servicing
Agreement, that:
(A)
IT SHALL NOT TERMINATE THE SERVICING
AGREEMENT UNLESS IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT;
(B)
IT SHALL OBSERVE IN ALL MATERIAL RESPECTS
EACH AND EVERY OF ITS RESPECTIVE COVENANTS (BOTH AFFIRMATIVE AND NEGATIVE)
CONTAINED IN THIS AGREEMENT, THE SERVICING AGREEMENT AND ALL OTHER TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY;
55
(C)
IT SHALL AFFORD THE ADMINISTRATIVE AGENT,
EACH FUNDING AGENT OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ACCESS TO ALL
RECORDS RELATING TO THE RECEIVABLES AT ANY REASONABLE TIME DURING REGULAR
BUSINESS HOURS, UPON REASONABLE PRIOR NOTICE (AND WITHOUT PRIOR NOTICE IF A
TERMINATION EVENT HAS OCCURRED), FOR PURPOSES OF INSPECTION AND TO MAKE COPIES
OF AND ABSTRACTS FROM ITS RECORDS, BOOKS OF ACCOUNT AND DOCUMENTS (INCLUDING
COMPUTER TAPES AND DISKS) RELATING TO THE RECEIVABLES, AND SHALL PERMIT THE
ADMINISTRATIVE AGENT, EACH FUNDING AGENT OR THE COLLATERAL AGENT OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES TO VISIT ANY OF ITS OFFICES OR PROPERTIES DURING
REGULAR BUSINESS HOURS AND AS OFTEN AS MAY REASONABLY BE REQUESTED, SUBJECT TO
ITS REASONABLE AND NORMAL SECURITY AND CONFIDENTIALITY REQUIREMENTS OF GENERAL
APPLICATION TO VISITORS AT THE RELEVANT PROPERTY, AND TO