Common use of Payment and Prepayment of Loans Clause in Contracts

Payment and Prepayment of Loans. Prior to the repayment of the outstanding principal amount of the Loans pursuant to Section 4.1 above, the Company shall: (a) immediately upon any acceleration of the Loans pursuant to Section 21.4, repay the amount of the Loans to the extent so accelerated; (b) if on any date the Percentage Factor exceeds 100%, as determined by reference to the most recent Daily Report delivered under the Servicing Agreement, make a prepayment of the Loans on the next Business Day, in an amount sufficient to cause the Percentage Factor to be less than or equal to 100%, as determined by reference to such Daily Report; provided that no such prepayment shall be required if (i) the amount by which the Aggregate Receivables Amount falls short of the Target Receivables Amount is less than the Exchange Rate Protection Amount at such time and (ii) such deficiency is attributable to fluctuations in currency exchange rates arising between the delivery of the two most recently delivered Daily Reports; (c) if on any date the Aggregate Principal Balance of the Loans exceeds the Aggregate Commitment, make a prepayment of the Loans on the next Business Day in an amount sufficient to cause the Aggregate Principal Balance to be less than or equal to the Aggregate Commitment such prepayment to be made solely out of Collections available for such purpose pursuant to Section 17 or 18, as applicable; and (d) from and after the Facility Termination Date, repay the Loans out of Collections available for such purpose pursuant to Section 18. The Company may, at its option, prepay on any Business Day all or any portion of the Loans upon prior written notice delivered to the Administrative Agent and each Funding Agent not later than 1:00 p.m. (London time) three (3) Funding Business Days prior to the date of such payment. Each such notice shall be in the form attached as Schedule 4 and shall (i) specify the aggregate amount and Approved Currency of the prepayment to be made on the Loans to which such prepayment is to be applied and (ii) specify the Business Day on which the Company will make such prepayment. Each such prepayment shall be made ratably among the Lenders based on the aggregate outstanding Principal Balance of the Loans held by each. Each prepayment of the Loans (whether optional or mandatory) must be accompanied by a payment of all accrued and unpaid Interest on the amount prepaid and any other amounts (including amounts payable under Section 10) due hereunder in respect of such prepayment. In the event that derecognition of assets under U.S. GAAP is sought by Huntsman International, no optional prepayment shall be made by the Company hereunder except out of Collections.

Payment and Prepayment of Loans. Prior to the repayment of The Borrower shall repay the outstanding principal amount of each Loan on the Loans pursuant to Section 4.1 aboveMaturity Date. Prior thereto, the Company shallBorrower: (a) shall, immediately upon any acceleration of the Loans pursuant to Section 21.47.02, repay the amount of the Loans to the extent so accelerated; (b) shall, if on any date the Percentage Factor exceeds 100%the Maximum Percentage Factor, as determined by reference to the most recent Daily Portfolio Report delivered under the Servicing Agreement, make a prepayment of the Loans on the next Business Day, such date in an amount sufficient to cause the Percentage Factor to be less than or equal to 100%the Maximum Percentage Factor, as determined by reference to such Daily Portfolio Report; provided that no such prepayment shall be required if (i) the amount by which the Aggregate Receivables Amount falls short of the Target Receivables Amount is less than the Exchange Rate Protection Amount at such time and (ii) such deficiency is attributable to fluctuations in currency exchange rates arising between the delivery of the two most recently delivered Daily Reports; (c) shall, if on any date the Aggregate Principal Balance of the Loans exceeds the Aggregate CommitmentFacility Limit, make a prepayment of the Loans on the next Business Day such date in an amount sufficient to cause the Aggregate Principal Balance to be less than or equal to the Aggregate Commitment Facility Limit, such prepayment to be made solely out of Collections available for such purpose pursuant to Section 17 2.06 or 182.07, as applicable; and (d) from and after the Facility Termination Date, shall repay the Loans out of Collections available for such purpose pursuant to Section 182.07. The Company Borrower may, at its option, prepay on any Business Day all or any portion of the Loans upon prior written notice delivered to the Administrative Agent and each Funding Agent not later than 1:00 p.m. P.M. (London New York City time) three (3) Funding Business Days prior to the date of such payment, in the case of Loans accruing interest by reference to the Adjusted Eurocurrency Rate, and no later than 9:30 A.M. (New York City time) two Business Days prior to the date of such payment, in the case of Loans of any other Rate Type. Each such notice shall be in the form attached as Schedule 4 Exhibit I and shall (i) specify the aggregate amount and Approved Currency of the prepayment to be made on the Loans and the Tranches to which such prepayment is to be applied and (ii) specify the Business Day on which the Company Borrower will make such prepayment. Each such prepayment shall be made ratably among the Lenders Lender Groups based on the aggregate outstanding Principal Balance of the Loans held by each. Each prepayment of the Loans (whether optional or mandatory) must be accompanied by a payment of all accrued and unpaid Interest on the amount prepaid and any other amounts (including amounts payable under Section 102.11) due hereunder in respect of such prepayment. In the event that derecognition of assets under U.S. GAAP is sought by Huntsman International, no No optional prepayment shall be made by the Company Borrower hereunder except out of Collections.

Payment and Prepayment of Loans. Prior to the repayment of the outstanding principal amount of the Loans pursuant to Section 4.1 above, the Company shallCompany: (a) shall, immediately upon any acceleration of the Loans pursuant to Section 21.4, repay the amount of the Loans to the extent so accelerated; (b) shall, if on any date the Percentage Factor exceeds 100%, as determined by reference to the most recent Daily Report delivered under the Servicing Agreement, make a prepayment of the Loans on the next Business Day, such date in an amount sufficient to cause the Percentage Factor to be less than or equal to 100%, as determined by reference to such Daily Report; provided that no such prepayment shall be required if (i) the amount by which the Aggregate Receivables Amount falls short of the Target Receivables Amount is less than the Exchange Rate Protection Amount at such time and (ii) such deficiency is attributable to fluctuations in currency exchange rates arising between the delivery of the two most recently delivered Daily Reports; (c) shall, if on any date the Aggregate Principal Balance of the Loans exceeds the Aggregate Commitment, make a prepayment of the Loans on the next Business Day such date in an amount sufficient to cause the Aggregate Principal Balance to be less than or equal to the Aggregate Commitment Commitment, such prepayment to be made solely out of Collections available for such purpose pursuant to Section 17 or 18, as applicable; and (d) from and after the Facility Termination Date, shall repay the Loans out of Collections available for such purpose pursuant to Section 18. The Company may, at its option, prepay on any Business Day all or any portion of the Loans upon prior written notice delivered to the Administrative Agent and each Funding Agent not later than 1:00 p.m. 10:00 a.m. (London New York time) three one (31) Funding Business Days Day prior to the date of such payment; provided, however, that any portion of the Swingline Loan may be prepaid to the Swingline Lender on any Business Day upon written notice delivered not later than 10:00 a.m. (New York time) on such Business Day. Each such notice shall be described in the Daily Report, in the form attached as Schedule 4 11 and shall (i) specify the aggregate amount and Approved Currency of the prepayment to be made on the Loans or Swingline Loans to which such prepayment is to be applied and (ii) specify the Business Day on which the Company will make such prepayment. Each The amount available in respect of each such prepayment (other than a prepayment in respect of a Swingline Loan) shall be allocated in the following order of priority: (i) first, if the Percentage Factor exceeds 100%, to the Lenders in each Lender Group, pro rata in accordance with the aggregate Principal Balance of the outstanding Loans made by each Lender Group, in the amount needed to reduce the Percentage Factor to 100%; (ii) second, if a Nonrenewing Lender Group has outstanding Loans, such prepayment shall be made ratably among to the Lenders based on in each Nonrenewing Lender Group until the aggregate outstanding Principal Balance of the Loans held of such Nonrenewing Lender Group are reduced to zero; and (iii) third, to the Lenders in each Lender Group, pro rata in accordance with the aggregate Principal Balance of the outstanding Loans made by eacheach Lender Group. Each prepayment of the Loans (whether optional or mandatory) must be accompanied by a payment of all accrued and unpaid Interest on the amount prepaid and any other amounts (including amounts payable under Section 10) due hereunder in respect of such prepayment. In the event that derecognition of assets under U.S. GAAP is sought by Huntsman Internationalsought, no optional prepayment shall be made by the Company hereunder except out of Collections.

Payment and Prepayment of Loans. Prior to the repayment of The Borrower shall repay the outstanding principal amount of each Loan on the Loans pursuant to Section 4.1 aboveMaturity Date. Prior thereto, the Company shallBorrower: (a) shall, immediately upon any acceleration of the Loans pursuant to Section 21.47.02, repay the amount of the Loans to the extent so accelerated; (b) shall, if on any date the Percentage Factor exceeds 100%the Maximum Percentage Factor, as determined by reference to the most recent Daily Portfolio Report delivered under the Servicing Agreement, make a prepayment of the Loans on the next Business Day, such date in an amount sufficient to cause the Percentage Factor to be less than or equal to 100%the Maximum Percentage Factor, as determined by reference to such Daily Portfolio Report; provided that no such prepayment shall be required if (i) the amount by which the Aggregate Receivables Amount falls short of the Target Receivables Amount is less than the Exchange Rate Protection Amount at such time and (ii) such deficiency is attributable to fluctuations in currency exchange rates arising between the delivery of the two most recently delivered Daily Reports; (c) shall, if on any date the Aggregate Principal Balance of the Loans exceeds the Aggregate CommitmentFacility Limit, make a prepayment of the Loans on the next Business Day such date in an amount sufficient to cause the Aggregate Principal Balance to be less than or equal to the Aggregate Commitment Facility Limit, such prepayment to be made solely out of Collections available for such purpose pursuant to Section 17 2.06 or 182.07, as applicable; and (d) from and after the Facility Termination Date, shall repay the Loans out of Collections available for such purpose pursuant to Section 182.07. The Company Borrower may, at its option, prepay on any Business Day all or any portion of the Loans upon prior written notice delivered to the Administrative Agent and each Funding Agent not later than 1:00 p.m. P.M. (London New York City time) three (3) Funding Business Days prior to the date of such payment, in the case of Loans accruing interest by reference to the Adjusted Eurodollar Rate, and no later than 9:30 A.M. (New York City time) two Business Days prior to the date of such payment, in the case of Loans of any other Rate Type. Each such notice shall be in the form attached as Schedule 4 Exhibit I and shall (i) specify the aggregate amount and Approved Currency of the prepayment to be made on the Loans and the Tranches to which such prepayment is to be applied and (ii) specify the Business Day on which the Company Borrower will make such prepayment. Each such prepayment shall be made ratably among the Lenders Lender Groups based on the aggregate outstanding Principal Balance of the Loans held by each. Each prepayment of the Loans (whether optional or mandatory) must be accompanied by a payment of all accrued and unpaid Interest on the amount prepaid and any other amounts (including amounts payable under Section 102.11) due hereunder in respect of such prepayment. In the event that derecognition of assets under U.S. GAAP is sought by Huntsman International, no No optional prepayment shall be made by the Company Borrower hereunder except out of Collections.

Payment and Prepayment of Loans. Prior to the repayment of (a) The Borrower shall repay the outstanding principal amount of each Loan on the Loans pursuant to Section 4.1 aboveMaturity Date. Prior thereto, the Company shallBorrower: (ai) shall, immediately upon any acceleration of the Loans pursuant to Section 21.4Clause 7.3 (Acceleration of maturity), repay the amount of the Loans to the extent so accelerated; (bii) shall, if on any date the Percentage Factor exceeds 100%the Maximum Percentage Factor, as determined by reference to the most recent Daily Interim Report delivered under the Servicing Agreement, make a prepayment of the Loans on the next Business Day, day such Interim Report is delivered in an amount sufficient to cause the Percentage Factor to be less than or equal to 100%the Maximum Percentage Factor, as determined by reference to such Daily Interim Report, but only to the extent Collections are available for such purpose pursuant to Clause 2.6 (Application of Collections prior to Facility Termination Date) or 2.7 (Application of Collections after Facility Termination Date); provided it being understood and agreed that no it shall not be a breach of contract by the Borrower if Collections are not available for such purpose, but a Trigger Event shall occur under Clause 7.1(g) (Trigger Events) if such prepayment shall be required if (i) is not made on the amount by which the Aggregate Receivables Amount falls short of the Target Receivables Amount day such Interim Report is less than the Exchange Rate Protection Amount at delivered, whether or not Collections are available for such time and (ii) such deficiency is attributable to fluctuations in currency exchange rates arising between the delivery of the two most recently delivered Daily Reportspurpose; (ciii) shall, if on any date the Aggregate Principal Balance aggregate outstanding principal amount of the Loans for all Lenders exceeds the Aggregate CommitmentFacility Limit, make a prepayment of the Loans on the next Business Day such date in an amount sufficient to cause the Aggregate Principal Balance aggregate outstanding principal amount of the Loans for all Lenders to be less than or equal to the Aggregate Commitment such prepayment to be made solely out of Collections available for such purpose pursuant to Section 17 or 18, as applicableFacility Limit; and (div) from and after the Facility Termination Date, shall repay the Loans out of Collections available for such purpose pursuant to Section 18Clause 2.7 (Application of Collections after Facility Termination Date). (b) The Borrower may, at its option, prepay on any Business Day up to $150,000,000 of the Aggregate Principal Balance upon written notice delivered by it to each Funding Agent not later than one Business Day prior to the date of such payment. The Company mayBorrower may also, at its option, prepay on any Business Day all or any portion part of the Loans Aggregate Principal Balance upon prior written notice delivered by it to the Administrative Agent and each Funding Agent not later than 1:00 p.m. (London time) three (3) Funding five Business Days prior to the date of such payment. Each such notice shall be in the form attached as Schedule 4 Exhibit D (Form of Prepayment Notice) and shall (i) specify the aggregate amount and Approved Currency of the prepayment to be made on the Loans and the Tranches to which such prepayment is to be applied and (ii) specify the Business Day on which the Company Borrower will make such prepayment. The Borrower may also, at its option, prepay the Aggregate Principal Balance in full, without prior notice, if a Facility Event other than that described in Clause 7.2(b) (Facility Termination Events) hereof has occurred and is continuing and, concurrently with such prepayment, the Facility Limit is reduced to zero in accordance with Clause 2.1(b) (the Loans) without giving effect to the notice period required therein. Each such prepayment described in this Clause 2.5(b) shall be made ratably among the Lenders Lender Groups based on the aggregate outstanding Aggregate Principal Balance of the Loans held by eacheach and after the Class B Addition Date shall be made ratably between the Class A Loans and the Class B Loans according to the Class A/B Ratio. Each prepayment of the Loans (whether optional or mandatory) must be accompanied by a payment of all accrued and unpaid Interest on the amount prepaid and any other amounts (including amounts payable under Section 10Clause 2.11 (Breakage Costs) due hereunder in respect of such prepayment. In the event that derecognition of assets under U.S. GAAP is sought by Huntsman International, no optional prepayment shall be made by the Company hereunder except out of Collections.

Payment and Prepayment of Loans. Prior to the repayment of The SPV shall repay the outstanding principal amount of each Loan on the Loans pursuant to Section 4.1 aboveMaturity Date. Prior thereto, the Company shallSPV: (a) may, from time to time on any Business Day, make a prepayment, in whole or in part, of the outstanding principal balance of any Loan; provided, however, that, unless otherwise consented to by the Facility Agent, (i) all such voluntary prepayments shall require (A) at least five (5) Business Days’ prior written notice to the Facility Agent and each Administrator by 12:00 noon (Chicago, Illinois time) in the form of Exhibit J hereto in the case of any prepayment of 50% or more of the Facility Limit, and (B) at least two (2) Business Days’ prior written notice to the Facility Agent and each Administrator by 12:00 noon (Chicago, Illinois time) in the form of Exhibit J hereto in the case of any prepayment of less than 50% of the Facility Limit and (ii) unless such voluntary prepayments are paying off the entire outstanding principal balance of the Loans outstanding hereunder, all such voluntary prepayments shall be in a minimum amount of $1,000,000 and an integral multiple of $100,000; (b) shall, immediately upon any acceleration of the Loans pursuant to Section 21.48.2, repay the amount of the Loans to the extent so accelerated;; and (bc) shall, if on any date the Percentage Factor exceeds 100%Settlement Date, as determined by reference to the most recent Daily Report delivered under the Servicing Agreementa Borrowing Base Deficit shall exist, make a prepayment of the Loans on the next Business Day, in an a minimum amount sufficient to cause the Percentage Factor to be less than or equal to 100%, as determined by reference to such Daily Report; provided that no such prepayment shall be required if (i) the amount by which the Aggregate Receivables Amount falls short of the Target Receivables Amount is less than the Exchange Rate Protection Amount at such time and (ii) such deficiency is attributable to fluctuations in currency exchange rates arising between the delivery of the two most recently delivered Daily Reports; (c) if on any date the Aggregate Principal Balance of the Loans exceeds the Aggregate Commitment, make a prepayment of the Loans on the next Business Day in an amount sufficient to cause the Aggregate Principal Balance to be less than or equal to the Aggregate Commitment such prepayment to be made solely out of Collections available for such purpose pursuant to Section 17 or 18, as applicable; and (d) from and after the Facility Termination Date, repay the Loans out of Collections available for such purpose pursuant to Section 18. The Company may, at its option, prepay on any Business Day all or any portion of the Loans upon prior written notice delivered to the Administrative Agent and each Funding Agent not later than 1:00 p.m. (London time) three (3) Funding Business Days prior to the date of such payment. Each such notice shall be in the form attached as Schedule 4 and shall (i) specify the aggregate amount and Approved Currency of the prepayment to be made on the Loans to which such prepayment is to be applied and (ii) specify the Business Day on which the Company will make such prepayment. Each such prepayment shall be made ratably among the Lenders based on the aggregate outstanding Principal Balance of the Loans held by eachBorrowing Base Deficit. Each prepayment of the Loans (whether optional or mandatory) must may be accompanied by a payment of all accrued and unpaid Interest interest on the amount prepaid and any other amounts (including amounts payable under Section 10) due hereunder in respect of such prepayment. In prepayment including, without limitation, any amounts due pursuant to Section 9.5, provided, however, that the event that derecognition Facility Agent shall have the right to determine, and shall promptly determine and notify the Servicer and the SPV of assets under U.S. GAAP is sought by Huntsman Internationalsuch determination, no optional prepayment whether any such payment of accrued and unpaid interest shall be made by at the Company hereunder except out time of Collectionsthe prepayment of such Loans or on the next Settlement Date.

Payment and Prepayment of Loans. Prior to the repayment of (a) The Borrower shall repay the outstanding principal amount of each Loan on the Loans pursuant to Section 4.1 aboveMaturity Date. Prior thereto, the Company shallBorrower: (ai) shall, immediately upon any acceleration of the Loans pursuant to Section 21.4Clause 7.3 (Acceleration of maturity), repay the amount of the Loans to the extent so accelerated; (bii) shall, if on any date the Percentage Factor Aggregate Principal Balance exceeds 100%the Maximum Aggregate Principal Balance, as determined by reference to the most recent Daily Portfolio Report delivered under the Servicing Agreement, make a prepayment of the Loans on the next Business Day, in an amount sufficient to cause the Percentage Factor to be less than or equal to 100%, as determined by reference to such Daily Report; provided that no such date (which prepayment shall be required if effected by making a deposit to the applicable Borrower Operating Account (iPrincipal) the amount by which the Aggregate Receivables Amount falls short for application in accordance with Clause 2.6 (Application of the Target Receivables Amount is less than the Exchange Rate Protection Amount at such time and Collections prior to Facility Termination Date) or Clause 2.7 (iiApplication of Collections after Facility Termination Date), as applicable) such deficiency is attributable to fluctuations in currency exchange rates arising between the delivery of the two most recently delivered Daily Reports; (c) if on any date the Aggregate Principal Balance of the Loans exceeds the Aggregate Commitment, make a prepayment of the Loans on the next Business Day in an amount sufficient to cause the Aggregate Principal Balance to be less than or equal to the Maximum Aggregate Commitment Principal Balance, as determined by reference to such Portfolio Report; (iii) shall, if on any date the Euro Equivalent of the aggregate outstanding principal amount of the Loans for all Lenders exceeds the Maximum Aggregate Principal Balance, make a prepayment of the Loans on such date (which prepayment shall be effected by making a deposit to be made solely out the applicable Borrower Operating Account (Principal) for application in accordance with Clause 2.6 (Application of Collections available for such purpose pursuant prior to Section 17 Facility Termination Date) or 18Clause 2.7 (Application of Collections after Facility Termination Date), as applicable; and) in an amount sufficient to cause the Euro Equivalent of the aggregate outstanding principal amount of the Loans for all Lenders to be less than or equal to the Maximum Aggregate Principal Balance; (div) from and after the Facility Termination Date, shall repay the Loans out of Collections available for such purpose pursuant to Section 18. Clause 2.7 (Application of Collections after Facility Termination Date); and (v) shall prepay the Loans in the manner specified in, and to the extent required by, Clause 2.2(d) (Denomination of Loans). (b) The Company Borrower may, at its optionoption after consultation with the Performance Undertaking Provider, prepay on any Business Day all or any portion of the Loans upon prior written notice delivered by it to the Administrative Agent and each Funding Agent Lender not later than 1:00 p.m. five (London time5) three (3) Funding Business Days prior to the date of such payment. Each such notice shall be in the form attached as Schedule 4 Exhibit C (Form of Prepayment Notice) and shall (i) specify the aggregate amount and Approved Currency of the prepayment to be made on the Loans and the Loans to which such prepayment is to be applied and (ii) specify the Business Day on which the Company Borrower will make such prepayment. Each such prepayment shall be made ratably among the Lenders based on the aggregate outstanding Aggregate Principal Balance of the Loans held by each. (c) If: (i) any amendment or waiver that requires the consent of the Required Lenders does not receive the consent of the Required Lenders, but does receive the consent of Lenders representing more than 51% of the Aggregate Commitments or, if the Commitments have been terminated, Lenders that represented more than 51% of the Aggregate Commitments immediately prior to such termination (any Lender that voted or was deemed to have voted against such amendment or waiver a “Dissenting Lender”); (ii) any sum payable to any Lender by the Borrower is required to be increased under Clause 2.15(a) (Indemnity for Taxes); (iii) any Lender claims indemnification from the Borrower under Clause 2.15(c) (Indemnity for Taxes), Clause 2.14 (Indemnity for reserves and expenses) or Clause 2.17 (Mandatory costs); (iv) any Lender’s Loans are converted into Alternative Rate Loans under Clause 2.12(a) (Illegality); (v) any Lender becomes a Defaulting Lender under Clause 2.2(c) (Disbursement of Funds), the Borrower may, at its option after consultation with the Performance Undertaking Provider: (A) prepay on any Business Day upon prior written notice delivered by it to the Administrative Agent not later than five (5) Business Days prior to the date of such payment all, and not just a portion of, the participation in the Loans of any Dissenting Lender or Defaulting Lender or, as the case may be, whilst the circumstance giving rise to the requirement, indemnification or conversion continues, of any Lender to whom payments are required to be increased or that is claiming indemnification or whose Eurocurrency Loans have been converted into Alternative Rate Loans pursuant to the clauses mentioned above. The Commitment of such Lender shall be automatically cancelled upon delivery to the Administrative Agent of the Borrower’s prepayment notice. Each such notice shall be in the form attached as Exhibit C (Form of Prepayment Notice) and shall specify (i) the Lender whose participation in the Loans is to be prepaid, (ii) the aggregate amount and Approved Currency of the prepayment to be made on the Loans and the Loans to which such prepayment is to be applied and (iii) the Business Day on which the Borrower will make such prepayment; or (B) on five (5) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 10.3 (Assignability) all (and not part only) of its rights and obligations under this Agreement to a Lender or other Eligible Assignee (a “Replacement Lender”) selected by the Performance Undertaking Provider, and which is acceptable to the Administrative Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the Aggregate Principal Balance and all accrued Interest and/or Liquidation Fees, break costs and other amounts payable in relation thereto under the Transaction Documents. The replacement of a Lender pursuant to this Clause shall be subject to the following conditions: (I) neither the Borrower nor the Performance Undertaking Provider shall have any right to replace the Administrative Agent; (II) neither the Administrative Agent nor the Lender shall have any obligation to the Borrower or the Performance Undertaking Provider to find a Replacement Lender; (III) in the event of a replacement of a Dissenting Lender such replacement must take place no later than 90 days after the date the Dissenting Lender notifies the Borrower and the Administrative Agent of its failure or refusal to agree to any consent, waiver or amendment to the Transaction Documents requested by the Borrower; and (IV) in no event shall the Lender replaced under this Clause 2.5(c)(B) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Transaction Documents. (d) Each prepayment of the Loans (whether optional or mandatory) must be accompanied by a payment of all accrued and unpaid Interest on the amount prepaid and any other amounts (including amounts payable under Section 10Clause 2.11 (Breakage costs)) due hereunder in respect of such prepayment. In the event that derecognition of assets under U.S. GAAP is sought by Huntsman International, no optional prepayment shall be made by the Company hereunder except out of Collections.