(ALL OF THE ABOVE, AS LIMITED BELOW
IN SECTIONS 1.1(C) AND 1.1(D), COLLECTIVELY, THE "COLLATERAL"); PROVIDED,
HOWEVER, THAT THE SECURITY INTERESTS GRANTED HEREUNDER SHALL ONLY COVER ANY
ASSIGNOR'S RIGHT, TITLE AND INTEREST IN ANY ASSET SUBJECT TO LIENS DESCRIBED IN
CLAUSE (2) OF SECTION 8.1(H) OF THE CREDIT AGREEMENT, TO THE EXTENT THAT THE
LENDER (AS DEFINED IN THAT CERTAIN LOAN AGREEMENT BY AND AMONG HUNTSMAN
HEADQUARTERS CORPORATION, HUNTSMAN PETROCHEMICAL CORPORATION, HUNTSMAN CHEMICAL
CORPORATION, HUNTSMAN PACKAGING CORPORATION AND U.S. BANK OF UTAH DATED AS OF
DECEMBER 17, 1996 (THE "HEADQUARTERS LOAN AGREEMENT") HAS CONSENTED TO THE GRANT
BY HUNTSMAN HEADQUARTERS CORPORATION OF A SECURITY INTEREST IN ANY COLLATERAL
(AS DEFINED IN THE HEADQUARTERS LOAN AGREEMENT) HEREUNDER.
(B)
THE SECURITY INTERESTS OF THE COLLATERAL AGENT UNDER THIS
AGREEMENT EXTEND TO ALL COLLATERAL OF THE KIND WHICH IS THE SUBJECT OF THIS
AGREEMENT (BUT SUBJECT TO THE LIMITATIONS CONTAINED IN THIS AGREEMENT) WHICH THE
ASSIGNOR MAY ACQUIRE AT ANY TIME DURING THE CONTINUATION OF THIS AGREEMENT.
(C)
THE COLLATERAL SHALL NOT INCLUDE ANY PROPERTY OR ASSETS (WHETHER
TANGIBLE OR INTANGIBLE, INCLUDING WITHOUT LIMITATION, CAPITAL STOCK) OR ANY
RIGHT, TITLE OR INTEREST IN RESPECT THEREOF (I) WHICH CONSTITUTES THE CAPITAL
STOCK (AS DEFINED IN THE SENIOR SECURED NOTES INDENTURE)
3
OF SUBSIDIARIES (AS DEFINED IN THE SENIOR SECURED NOTES INDENTURE) OF THE
BORROWER OR OF ANY GUARANTOR (AS DEFINED IN THE SENIOR SECURED NOTES INDENTURE),
OR ANY STOCK RIGHTS OR PROCEEDS THEREOF IN ANY SUCH CAPITAL STOCK, (II) WHICH IS
SUBJECT TO AN AGREEMENT THAT EXPRESSLY PROHIBITS THE ASSIGNMENT THEREOF, OR THE
CREATION OF A SECURITY INTEREST THEREIN (INCLUDING, WITHOUT LIMITATION,
RECEIVABLES (AND DEPOSIT ACCOUNTS HOLDING PROCEEDS OF THOSE RECEIVABLES) SUBJECT
TO A PERMITTED ACCOUNTS RECEIVABLES SECURITIZATION), (III) TO THE EXTENT THAT
ANY LAW OR REGULATION APPLICABLE TO SUCH RIGHTS OR PROPERTY PROHIBITS THE
ASSIGNMENT THEREOF OR THE CREATION OF A SECURITY INTEREST THEREIN AND (IV) TO
THE EXTENT THAT SUCH COLLATERAL IS NOT REQUIRED TO BE PLEDGED UNDER
SECTION 7.11(A), (C) OR (D) OF THE CREDIT AGREEMENT; PROVIDED, HOWEVER, THAT
SUCH RIGHTS AND PROPERTY DESCRIBED IN THE PRECEDING CLAUSES (II) AND (III) SHALL
BE EXCLUDED FROM THE COLLATERAL ONLY TO THE EXTENT AND FOR SO LONG AS SUCH
AGREEMENT (IN THE CASE OF CLAUSE (II)) OR SUCH LAW (IN THE CASE OF CLAUSE (III))
CONTINUES TO EXPRESSLY PROHIBIT THE CREATION OF SUCH SECURITY INTEREST, AND UPON
THE EXPIRATION OF SUCH PROHIBITION, THE RIGHTS AND PROPERTY AS TO WHICH SUCH
PROHIBITION PREVIOUSLY APPLIED SHALL AUTOMATICALLY BE INCLUDED IN THE
COLLATERAL, WITHOUT FURTHER ACTION ON THE PART OF THE ASSIGNOR OR THE COLLATERAL
AGENT; PROVIDED, FURTHER, THAT THE CAPITAL STOCK OF LPC PLEDGED BY TAI SHALL
CONSTITUTE COLLATERAL, EXCEPT THAT THE EXERCISE OF ANY RIGHTS OR REMEDIES WITH
RESPECT TO THE CAPITAL STOCK OF LPC SHALL BE SUBJECT TO THE TRANSFER
RESTRICTIONS SET FORTH IN THE JOINT VENTURE AGREEMENT DATED AS OF OCTOBER 18,
1993 BETWEEN TAI AND KRONOS LOUISIANA, INC.
(D)
NOTWITHSTANDING SECTIONS 1.1(A) AND (B), FOR THE AVOIDANCE OF
DOUBT, COLLATERAL