Common use of Rights upon the Occurrence of Certain Events Clause in Contracts

Rights upon the Occurrence of Certain Events. (a) If after the occurrence of an Insolvency Event with respect to the Company, or any Originator, any Secured Obligations have not been paid to the Secured Parties, the Company as beneficial owner of the Receivables acknowledges that the Collateral Agent may, at the direction of the Majority Lenders, sell, dispose of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids and the Collateral Agent shall consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables; provided, however that, in the event that derecognition under U.S. GAAP is sought, neither Huntsman International nor any of its Affiliates shall participate in any bidding for the Receivables. The Company hereby expressly waives any rights of redemption or rights to receive notice of any such sale except as may be required by law (including without limitation, under the UCC of each applicable jurisdiction). (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to clause (a) above shall be treated as Collections on the Receivables and such proceeds shall be released to the Collateral Agent in an amount equal to the amount of any expenses incurred by the Collateral Agent acting in such under this Section 21.2 that have not otherwise been reimbursed and the remainder, if any, will be distributed to the Secured Parties after immediately being deposited in a Controlled Account. (c) Upon the occurrence of a Cash Dominion Trigger Event, Termination Event or a Potential Termination Event, the Administrative Agent may, or shall at the written direction of the Majority Lenders take any of the following actions: (i) direct each Obligor to make all payments with respect to Receivables directly to a Controlled Account, to the extent not already so directed or (ii) direct the Company to identify a Back-Up Servicer. Upon identification by the Company of a Person to act as a Back-Up Servicer, each of the Company and the Administrative Agent shall use its good faith efforts to promptly negotiate and deliver a Back-Up Servicing Agreement reasonably acceptable in form and substance to each of the Company, the Administrative Agent and the Back-Up Servicer.

Rights upon the Occurrence of Certain Events. (a) If after the occurrence of an Insolvency Event with respect to the Company, or any Originator, any Secured Obligations have not been paid to the Secured Parties, the Company as beneficial owner of the Receivables acknowledges that the Collateral Agent may, at the direction of the Majority Lenders, sell, dispose of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids and the Collateral Agent shall consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables; provided, however that, in the event that derecognition under U.S. GAAP is sought, neither Huntsman International nor any of its Affiliates shall participate in any bidding for the Receivables. The Company hereby expressly waives any rights of redemption or rights to receive notice of any such sale except as may be required by law (including without limitation, under the UCC of each applicable jurisdiction). (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to clause (a) above shall be treated as Collections on the Receivables and such proceeds shall be released to the Collateral Agent in an amount equal to the amount of any expenses incurred by the Collateral Agent acting in such under this Section 21.2 that have not otherwise been reimbursed and the remainder, if any, will be distributed to the Secured Parties after immediately being deposited in a Controlled the Company Concentration Account. (c) Upon the occurrence of a Cash Dominion Trigger Event, Termination Event or a Potential Termination Event, the Administrative Agent may, or shall at the written direction of the Majority Lenders take any of the following actions: (i) Funding Agent, direct each Obligor to make all payments with respect to Receivables directly to a Controlled Account, to the extent not already so directed or (ii) direct the Company to identify a Back-Up Servicer. Upon identification by the Company of a Person to act as a Back-Up Servicer, each of the Company and the Administrative Agent shall use its good faith efforts to promptly negotiate and deliver a Back-Up Servicing Agreement reasonably acceptable in form and substance to each of the Company, the Administrative Agent and the Back-Up ServicerConcentration Account.

Rights upon the Occurrence of Certain Events. (a) If after the occurrence of an Insolvency Event with respect to the Company, any Originator or any OriginatorHuntsman International, any Secured Obligations have not been paid to the Secured Parties, the Company as legal and beneficial owner of the Receivables acknowledges that the Collateral Agent may, may at the direction of the Majority Lenders, direct the Liquidation Servicer to sell, dispose of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids and the Collateral Agent shall cause the Liquidation Servicer to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables; provided, however that, in the event that derecognition of assets under U.S. GAAP is soughtsought by Huntsman International, neither Huntsman International nor any of its Affiliates shall participate in any bidding for the Receivables. The Company hereby expressly waives any rights of redemption or rights to receive notice of any such sale except as may be required by law (including without limitation, under law. All reasonable costs and expenses incurred by the UCC of each applicable jurisdiction)Liquidation Servicer in such sale shall be reimbursable to the Liquidation Servicer as provided in Section 36.12. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to clause (a) above shall be treated as Collections on the Receivables and such proceeds shall be released to the Collateral Agent Liquidation Servicer in an amount equal to the amount of any expenses incurred by the Collateral Agent Liquidation Servicer acting in such its capacity as Liquidation Servicer under this Section 21.2 that have not otherwise been reimbursed and the remainder, if any, will be distributed to the Secured Parties after immediately being deposited in a Controlled Accountthe Company Concentration Account of the relevant Approved Currency. (c) Upon the occurrence of a Cash Dominion Trigger Event, Termination Event or a Potential Termination Event, the Administrative Agent may, or shall at the written direction of the Majority Lenders take any of the following actions: (i) Funding Agent, direct each Obligor to make all payments with respect to Receivables directly to a Controlled Account, to the extent not already so directed or (ii) direct the Company to identify a Back-Up Servicer. Upon identification by Concentration Account in the Company of a Person to act as a Back-Up Servicer, each of the Company and the Administrative Agent shall use its good faith efforts to promptly negotiate and deliver a Back-Up Servicing Agreement reasonably acceptable in form and substance to each of the Company, the Administrative Agent and the Back-Up Servicerrelevant currency.

Rights upon the Occurrence of Certain Events. (a) If after the occurrence of -------------------------------------------- an Insolvency Event occurs with respect to the CompanySeller, the Holder of the Seller Certificate or any Originator, the Seller shall on the day any Secured Obligations have not been paid such Insolvency Event occurs (the "Appointment Date"), immediately cease to transfer ---------------- Receivables to the Secured PartiesTrust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables, whenever created, accrued in respect of such Receivables, shall continue to be a part of the Trust. Upon the Appointment Date this Agreement and the Trust shall be deemed to have terminated, subject to the liquidation, winding up and dissolution procedures described below. Within 15 days of the Appointment Date, the Company as beneficial owner Trustee shall (i) publish a notice in an Authorized Newspaper that the Trust has terminated and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) send written notice to Investor Certificateholders and each Series Enhancer or other Person entitled thereto pursuant to the relevant Supplement describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published, from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, and (y) to the extent provided in the relevant Supplement, the Series Enhancer with respect to such Series, to the effect that such Persons disapprove of the liquidation of the Receivables acknowledges that and wish to continue having Receivables transferred to the Collateral Agent mayTrust as before such Insolvency Event or violation, at the direction of the Majority Lenders, Trustee shall promptly sell, dispose of, of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids bids. The Trustee may obtain a prior determination from the conservator, receiver or liquidator, as the case may be, that the terms and the Collateral Agent shall consummate the manner of any proposed sale, disposition or liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables; provided, however that, in the event that derecognition under U.S. GAAP is sought, neither Huntsman International nor any of its Affiliates shall participate in any bidding for the Receivablesare commercially reasonable. The Company hereby expressly waives any rights provisions of redemption or rights Sections 9.01 and 9.02 shall not be deemed to receive notice of any such sale except as may be required by law (including without limitation, under the UCC of each applicable jurisdiction)mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to clause paragraph (a) above ("Insolvency Proceeds") shall be treated as Collections on ------------------- immediately deposited in the Receivables and such proceeds Collection Account. The Insolvency Proceeds shall be released allocated and distributed to the Collateral Agent Investor Certificateholders in an amount equal to the amount of any expenses incurred by the Collateral Agent acting in such under this Section 21.2 that have not otherwise been reimbursed accordance with Article IV and the remainder, if any, will be distributed to the Secured Parties after immediately being deposited in a Controlled Accountterms of each Supplement. (c) Upon the occurrence of a Cash Dominion Trigger Event, Termination Event or a Potential Termination Event, the Administrative Agent may, or shall at the written direction of the Majority Lenders take any of the following actions: (i) direct each Obligor to make all payments with respect to Receivables directly to a Controlled Account, to the extent not already so directed or (ii) direct the Company to identify a Back-Up Servicer. Upon identification by the Company of a Person to act as a Back-Up Servicer, each of the Company and the Administrative Agent shall use its good faith efforts to promptly negotiate and deliver a Back-Up Servicing Agreement reasonably acceptable in form and substance to each of the Company, the Administrative Agent and the Back-Up Servicer.

Rights upon the Occurrence of Certain Events. (a) If after the Seller shall consent to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or relating to all or substantially all of such entity's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such entity's affairs, shall have been entered against the Seller Interest; or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its respective creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an "Insolvency Event"), then the Seller shall on the day any such Insolvency Event occurs (the "Appointment Date"), immediately give notice to the Trustee thereof. Upon the Appointment Date, this Agreement and the Trust shall dissolve and be terminated, subject to the liquidation, winding-up, and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall at the expense of the Trust (i) publish a notice in an authorized newspaper that an Insolvency Event with respect to the Companyhas occurred, or any Originator, any Secured Obligations have not been paid to the Secured Parties, the Company as beneficial owner of the Receivables acknowledges that the Collateral Agent may, at Trust has terminated and that the direction of the Majority Lenders, Trustee intends to sell, dispose of, of or otherwise liquidate the Receivables Trust Property on commercially reasonable terms and in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids and the Collateral Agent shall consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables; provided, however that, in the event that derecognition under U.S. GAAP is sought, neither Huntsman International nor any of its Affiliates shall participate in any bidding for the Receivables. The Company hereby expressly waives any rights of redemption or rights to receive notice of any such sale except as may be required by law (including without limitation, under the UCC of each applicable jurisdiction). (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to clause (a) above shall be treated as Collections on the Receivables and such proceeds shall be released to the Collateral Agent in an amount equal to the amount of any expenses incurred by the Collateral Agent acting in such under this Section 21.2 that have not otherwise been reimbursed and the remainder, if any, will be distributed to the Secured Parties after immediately being deposited in a Controlled Account. (c) Upon the occurrence of a Cash Dominion Trigger Event, Termination Event or a Potential Termination Event, the Administrative Agent may, or shall at the written direction of the Majority Lenders take any of the following actions: (i) direct each Obligor to make all payments with respect to Receivables directly to a Controlled Account, to the extent not already so directed or (ii) direct the Company to identify a Back-Up Servicer. Upon identification by the Company of a Person to act as a Back-Up Servicer, each of the Company and the Administrative Agent shall use its good faith efforts to promptly negotiate and deliver a Back-Up Servicing Agreement reasonably acceptable in form and substance to each of the Company, the Administrative Agent and the Back-Up Servicer.and

Rights upon the Occurrence of Certain Events. (a) If after the Seller shall consent to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or relating to all or substantially all of such entity's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such entity's affairs, shall have been entered against the Seller Interest; or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its respective creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an "Insolvency Event"), then the Seller shall on the day any such Insolvency Event occurs (the "Appointment Date"), immediately give notice to the Trustee thereof. Upon the Appointment Date, this Agreement and the Trust shall dissolve and be terminated, subject to the liquidation, winding-up, and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall at the expense of the Trust (i) publish a notice in an authorized newspaper that an Insolvency Event with respect to the Companyhas occurred, or any Originator, any Secured Obligations have not been paid to the Secured Parties, the Company as beneficial owner of the Receivables acknowledges that the Collateral Agent may, at Trust has terminated and that the direction of the Majority Lenders, Trustee intends to sell, dispose of, of or otherwise liquidate the Receivables Trust Property on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received written instructions within 60 days from the date notice pursuant to clause (i) above is first published from Holders of Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Class (other than the Seller), to the effect that such Persons disapprove of the liquidation of the Trust Property and wish to reconstitute the Trust pursuant to the terms of this Agreement (as amended in connection with such reconstitution), the Trustee shall promptly sell, dispose of or otherwise liquidate the Trust Property in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids and shall sell the Collateral Agent shall consummate Trust Property at the highest bid solicited. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator of the Seller that the terms and manner of any proposed sale, disposition or liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables; provided, however that, in the event that derecognition under U.S. GAAP is sought, neither Huntsman International nor any of its Affiliates shall participate in any bidding for the Receivables. The Company hereby expressly waives any rights of redemption or rights to receive notice of any such sale except as may be required by law (including without limitation, under the UCC of each applicable jurisdiction)are commercially reasonable. (b) The proceeds from the sale, disposition or liquidation of the Receivables Trust Property pursuant to clause paragraph (a) above ("Insolvency Proceeds") shall be treated as Collections on immediately deposited in the Receivables and such proceeds Collection Account. The Insolvency Proceeds shall be released to the Collateral Agent in an amount equal to the amount of any expenses incurred by the Collateral Agent acting in such under this Section 21.2 that have not otherwise been reimbursed allocated and the remainder, if any, will be distributed to Certificateholders or the Secured Parties after immediately being deposited Seller in a Controlled Accountaccordance with the terms of Article V hereof. (c) Upon the occurrence of a Cash Dominion Trigger Event, Termination Event or a Potential Termination Event, the Administrative Agent may, or This Section 11.3 shall at the written direction of the Majority Lenders take any of the following actions: (i) direct each Obligor cease to make all payments be applicable with respect to Receivables directly this Agreement upon the effective date of final Income Tax Regulations promulgated under Section 7701 of the Code that would have the effect of causing the Trust to qualify as a Controlled Account, partnership for federal income tax purposes and for New Jersey and Illinois income and franchise tax purposes in the absence hereof. The Trustee shall recognize any such change in the operative status of this provision only upon delivery to it of an Opinion of Counsel to the extent not already so directed or (ii) direct effect that the Company to identify a Back-Up Servicer. Upon identification by condition set forth in the Company of a Person to act preceding sentence has been satisfied, and that the Trust will be treated as a Back-Up Servicer, each partnership in the absence of the Company and the Administrative Agent shall use its good faith efforts to promptly negotiate and deliver a Back-Up Servicing Agreement reasonably acceptable in form and substance to each of the Company, the Administrative Agent and the Back-Up Servicerthis Section 11.3.