SUCH, IS RESCINDED
OR MUST OTHERWISE BE RESTORED OR RETURNED BY THE HOLDER OF SUCH SENIOR CLAIM
UPON THE OCCURRENCE OF ANY INSOLVENCY EVENT, OR UPON OR AS A RESULT OF THE
APPOINTMENT OF A RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR
OFFICER FOR, THE COMPANY OR ANY SUBSTANTIAL PART OF PROPERTY, OR OTHERWISE, ALL
AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
(F)
NO JUNIOR CLAIMANT SHALL HAVE ANY SUBROGATION OR OTHER RIGHTS AS
THE HOLDER OF A SENIOR CLAIM, AND EACH JUNIOR CLAIMANT HEREBY WAIVES ALL SUCH
RIGHTS OF SUBROGATION AND ALL RIGHTS OF REIMBURSEMENT OR INDEMNITY WHATSOEVER
AND ALL RIGHTS OF RECOURSE TO ANY SECURITY FOR ANY SENIOR CLAIM, UNTIL SUCH TIME
AS ALL THE SENIOR CLAIMS SHALL BE INDEFEASIBLY PAID OR SUCH PAYMENT SHALL HAVE
BEEN PROVIDED FOR IN A MANNER SATISFACTORY TO ALL OF THE HOLDERS OF SENIOR
CLAIMS AND ALL OF THE OBLIGATIONS OF THE COMPANY UNDER THE SENIOR CLAIMS, THE
POOLING AGREEMENT AND THIS SUPPLEMENT SHALL HAVE BEEN DULY PERFORMED.
FROM AND
AFTER THE TIME AT WHICH ALL SENIOR CLAIMS HAVE BEEN INDEFEASIBLY PAID OR SUCH
PAYMENT SHALL HAVE BEEN PROVIDED FOR IN A MANNER SATISFACTORY TO ALL OF THE
HOLDERS OF SENIOR CLAIMS, THE JUNIOR CLAIMANTS SHALL BE SUBROGATED TO ALL RIGHTS
OF ANY HOLDERS OF SENIOR CLAIMS TO RECEIVE ANY FURTHER PAYMENTS OR DISTRIBUTIONS
APPLICABLE TO THE SENIOR CLAIMS UNTIL THE JUNIOR CLAIMS SHALL HAVE BEEN PAID IN
FULL OR SUCH PAYMENT SHALL HAVE BEEN PROVIDED FOR IN A MANNER SATISFACTORY TO
THE MAJORITY IN AMOUNT OF THE JUNIOR CLAIMANTS, AND FOR THE PURPOSES OF SUCH
SUBROGATION, NO PAYMENT OR DISTRIBUTION RECEIVED BY THE HOLDERS OF SENIOR CLAIMS
OF CASH, SECURITIES OR OTHER PROPERTY TO WHICH THE JUNIOR CLAIMANTS WOULD HAVE
BEEN ENTITLED EXCEPT FOR THESE SUBORDINATION PROVISIONS SHALL, AS BETWEEN THE
COMPANY AND ITS CREDITORS OTHER THAN THE HOLDERS OF SENIOR CLAIMS, ON THE ONE
HAND, AND THE JUNIOR CLAIMANTS, ON THE
91
OTHER, BE DEEMED TO BE A PAYMENT OR DISTRIBUTION BY THE COMPANY TO OR ON ACCOUNT
OF THE SENIOR CLAIMS.
(G)
EACH CERTIFICATE OR OTHER INSTRUMENTALITY EVIDENCING ANY JUNIOR
CLAIM SHALL CONTAIN THE FOLLOWING LEGEND CONSPICUOUSLY NOTED ON THE FACE
THEREOF:
"THIS [NAME OF INSTRUMENT] IS SUBJECT TO THE SUBORDINATION PROVISIONS
SET FORTH IN SECTION 11.16 OF THE SECOND AMENDED AND RESTATED SERIES 2000-1
SUPPLEMENT AMONG HUNTSMAN RECEIVABLES FINANCE LLC, HUNTSMAN (EUROPE) BVBA, AS
MASTER SERVICER, THE SEVERAL FINANCIAL INSTITUTIONS PARTY THERETO AS FUNDING
AGENTS, THE SERIES 2000-1 CONDUIT PURCHASERS PARTY THERETO, THE SEVERAL
FINANCIAL INSTITUTIONS PARTY THERETO AS SERIES 2000-1 APA BANKS, JPMORGAN CHASE
BANK, N.A., AS ADMINISTRATIVE AGENT AND BNY FINANCIAL SERVICES PLC, AS TRUSTEE,
DATED AS OF NOVEMBER 13, 2008" AND SHALL SPECIFICALLY STATE THAT A COPY OF THESE
SUBORDINATION PROVISIONS (TO THE EXTENT NOT EXPRESSLY STATED IN SUCH INSTRUMENT)
IS ON FILE WITH THE COMPANY AND IS AVAILABLE FOR INSPECTION AT THE COMPANY'S
OFFICES.
SECTION 11.17
LIMITED RECOURSE.
(A)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SUPPLEMENT OR ANY
OTHER TRANSACTION