Common use of Authority of the Trustee in Respect of Accounts Clause in Contracts

Authority of the Trustee in Respect of Accounts. (i) The Trustee shall have a first priority perfected security interest in each of the Collection Accounts, the Master Collection Accounts, the Company Concentration Accounts, the Stamp Duty Reserve Accounts and the General Reserve Accounts. Each of the Series Concentration Accounts, the Stamp Duty Reserve Accounts and the General Reserve Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Holders. If, at any time, the Master Servicer has actual notice or knowledge that any institution holding the Collection Accounts, the Master Collection Accounts, the Company Concentration Accounts, the Stamp Duty Reserve Accounts or the General Reserve Accounts has ceased to be an Eligible Institution, the Master Servicer shall direct the Company to establish within thirty (30) days a substitute account therefor with an Eligible Institution, transfer any cash and any Eligible Investments to such new account and from the date any such substitute accounts are established, such newly established accounts shall be the Collection Accounts, the Master Collection Accounts, the Company Concentration Accounts, the Stamp Duty Reserve Accounts and the General Reserve Accounts, as applicable. Neither the Company, the Master Servicer nor any person or entity claiming by, through or under the Company or the Master Servicer, shall have any right, title or interest in, except to the extent expressly provided under the Transaction Documents, or any right to withdraw any amount from, the Series Concentration Accounts, the Stamp Duty Reserve Accounts or the General Reserve Accounts. So long as the security interest created hereunder subsists neither the Company nor the Master Servicer nor any person or entity claiming by, through or under the Company or the Master Servicer shall have any right to withdraw any amount from the Company Concentration Accounts except to the extent expressly provided in the Transaction Documents. Pursuant to the authority granted to the Master Servicer in subsection 2.02(b) of the ------------------ Servicing Agreement, the Master Servicer shall have the power to instruct the Trustee, in writing, to make withdrawals from and payments to the Company Concentration Accounts, the Stamp Duty Reserve Accounts and the General Reserve Accounts for the purposes of carrying out the Master Servicer's or Trustee's duties hereunder. (ii) The Master Servicer agrees to give written direction (which may be included within any Daily Report to be delivered to the Trustee by 12:30 p.m. London time on each Business Day) to apply all Aggregate Daily Collections with respect to the Receivables and to make all other applications and allocations described in Article III and in the Supplement with respect to ----------- each Outstanding Series. (iii) Each Series of Investor Certificates shall represent Fractional Undivided Interests in the right to receive amounts calculated by reference to Collections and other amounts at the times and in the amounts specified in this Article III (as ----------- supplemented by the Supplement related to such Series) to be deposited in the Collection Accounts or Master Collection Accounts and transferred to the Company Concentration Accounts and any other accounts secured for the benefit of the Investor Certificateholders or paid to the Investor Certificateholders (with respect to each outstanding Series, the "Investor -------- Certificateholders' Interest"). The Exchangeable Company Interest ---------------------------- shall represent the Company's exclusive beneficial ownership interest in the Participation Assets subject to any security interest granted by it under this Agreement and the Subordinated Company Interests, if any, shall represent the rights comprising such Subordinated Company Interests pursuant to the related Supplement; provided, however, that no such Exchangeable Company -------- ------- Interest or Subordinated Company Interests shall represent any interest in any Trust Account and any other accounts maintained for the benefit of the Investor Certificateholders, except as specifically provided in this Article III. -----------

Authority of the Trustee in Respect of Accounts. (i) The Trustee shall have a first priority perfected security interest in each of the Collection AccountsAccounts (or the Collection Account shall have been established in the name of the Trustee (whereby the Trustee may grant to the Company a revocable authorization to operate such accounts), or, if the Trustee shall not have such first priority perfected security interest or ownership interest in such accounts, the Company shall have established, or shall have caused Huntsman International to establish, appropriate reserves, as determined by the Funding Agents, to cover any failure of timely remittance in full of Collections from such accounts to the Master Collection Account or any other applicable account of the Trustee), the Master Collection Accounts, the Company Concentration Accounts, the Stamp Duty Reserve Accounts and the General Reserve Accounts. Each of the Series Concentration Accounts, the Stamp Duty Reserve Accounts and the General Reserve Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Holders. If, at any time, the Master Servicer has actual notice or knowledge that any institution holding the Collection Accounts, the Master Collection Accounts, the Company Concentration Accounts, the Stamp Duty Reserve Accounts or the General Reserve Accounts has ceased to be an Eligible Institution, the Master Servicer shall direct shall, on behalf of the Company to Company, establish within thirty (30) days a substitute account therefor with an Eligible Institution, transfer any cash and any Eligible Investments to such new account and from the date any such substitute accounts are established, such newly established accounts shall be the Collection Accounts, the Master Collection Accounts, . the Company Concentration Accounts, the Stamp Duty Reserve Accounts and the General Reserve Accounts, as applicable. Neither the Company, the Master Servicer nor any person or entity claiming by, through or under the Company or the Master Servicer, shall have any right, title or interest in, except to the extent expressly provided under the Transaction Documents, or any right to withdraw any amount from, the Series Concentration Accounts, the Stamp Duty Reserve Accounts or the General Reserve Accounts. So long as the security interest created hereunder subsists neither the Company nor the Master Servicer nor any person or entity claiming by, through or under the Company or the Master Servicer shall have any right to withdraw any amount from the Company Concentration Accounts except to the extent expressly provided in the Transaction Documents. Pursuant to the authority granted to the Master Servicer in subsection Section 2.02(b) of the ------------------ Servicing Agreement, the Master Servicer shall have the power to instruct the Trustee, in writing, to make withdrawals from and payments to the Company Concentration Accounts, the Stamp Duty Reserve Accounts and the General Reserve Accounts for the purposes of carrying out the Master Servicer's ’s or Trustee's ’s duties hereunder. (ii) The Master Servicer agrees to give written direction (which may be included within any Daily Report to be delivered to the Trustee by 12:30 p.m. London time on each Business DayReport) to apply all Aggregate Daily Collections with respect to the Receivables and to make all other applications and allocations described in Article III and in the Supplement with respect to ----------- each Outstanding Series. (iii) Each Series of Investor Certificates shall represent Fractional Undivided Interests in the right to receive amounts calculated by reference to Collections and other amounts at the times and in the amounts specified in this Article III (as ----------- supplemented by the Supplement related to such Series) to be deposited in the Collection Accounts or Master Collection Accounts and transferred to the Company Concentration Accounts and any other accounts secured for the benefit of the Investor Certificateholders or paid to the Investor Certificateholders (with respect to each outstanding Series, the "“Investor -------- Certificateholders' ’ Interest"”). The Exchangeable Company Interest ---------------------------- shall represent the Company's ’s exclusive beneficial ownership interest in the Participation Assets subject to any security interest granted by it under this Agreement and the Subordinated Company Interests, if any, shall represent the rights comprising such Subordinated Company Interests pursuant to the related Supplement; provided, however, that no such Exchangeable Company -------- ------- Interest or Subordinated Company Interests shall represent any interest in any Trust Account and any other accounts maintained for the benefit of the Investor Certificateholders, except as specifically provided in this Article III. -----------.