Common use of Grant of Security Interests Clause in Contracts

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims as described on Annex G as updated from time to time; (vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (viii) all Equipment; (ix) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill any of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, foregoing; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, Documents; (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, General Intangibles; (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, Goods; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, ; (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, Intellectual Property; (xv) all documents of title evidencing or issued with respect to any of the foregoing, and Inventory; (xvi) all Financial Assets; (xvii) all Joint Venture Investment Property; (xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xix) all Notes; (xx) all Permits; (xxi) all Security Entitlements and other Investment Property (to the extent not already covered by another clause of this Section 1.1(a)); (xxii) all Supporting Obligations; (xxiii) all Fixtures; (xxiv) all other goods and personal property, whether tangible or intangible; and (xxv) all Proceeds and products of of, and all accessions to, substitutions and replacements for, and rents, profits and products of, any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. Subject to the terms and conditions hereof (aincluding the terms and conditions relating to the release of the security interests granted hereby contained in Article V and Article IX) As collateral security for and subject to the prompt receipt by Pledgor of the Firm Purchase Price at the First Time of Delivery (and, in the case of the Pledged Items referred to in Section 2.3, receipt by Pledgor of the Additional Purchase Price at any Subsequent Time of Delivery, in the case of the Pledged Items referred to in Section 2.4, the election of Cash Settlement pursuant to Section 2.3(d) of the Contract and, in the case of the Pledged Items referred to in Section 4.1 (b) , the delivery of such additional Collateral in accordance with Section 5.4), in order to secure the performance by Pledgor of its obligations under the Contract and complete payment to secure the observance and performance when due by each Assignor of all of such Assignor’s Obligationsthe covenants and agreements contained in this Agreement and in the Contract, each such Assignor does Pledgor hereby pledgecollaterally assigns, assign pledges and transfer unto grants to the Collateral Agent, as agent of and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Purchaser, a continuing security interest inin and to, and a Lien upon and right of set-off against, all of the Pledgor’s right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquiredarising: (i) all cashOrdinary Shares legally or beneficially owned by the Pledgor on the date hereof, being the Pledged Items described in Sections 2.2 and 2.3, the Pledged Items described in 2.4, and 4.1(b) and all Ordinary Shares legally or beneficially owned by the Pledgor from time to time hereafter; (ii) any Eligible Collateral identified on a certificate delivered pursuant to Section 5.2 or 5.3 hereof; (iii) any ADSs delivered in exchange for Ordinary Shares included in the Pledged Items (and any rights Pledgor has to receive such ADSs pursuant to the Deposit Agreement following the deposit accounts, securities accounts, depositsof such Ordinary Shares with the ADS Depositary); (iv) the Pledged Account and all Cash, securities and insurance policies other property now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest deposited therein, (ii) each and every Receivable, (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, ; (v) all additions to and substitutions for any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, of the foregoing; (vi) all Equipmentincome, products and proceeds and collections (including dividends, other distributions and interest) received or to be received, or derived or to be derived, now or any time hereafter from or in connection with any of the foregoing; (vii) all Marks, together powers and rights now owned or hereafter acquired under or with respect to the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Pledged Items; (viii) all Patents Pledgor’s rights to receive reimbursement under Article II of the Parent Reimbursement Agreement; and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property Pledgor’s interest in those of the Parent’s rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with under the terms hereof), all other Intercompany Notes and all other promissory notes which are Ultimate Parent Reimbursement Agreement that have been pledged to Pledgor by the Collateral Agent or otherwise become a part of Parent pursuant to the Collateral; Reimbursement Security Agreement (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquiredincluding such Pledged Items, (xiii) all other Goodsadditions, General Intangiblessubstitutions, Chattel Paperincome, Documents products and Instrumentsproceeds, (xiv) all other personal property of such Assignorcollections, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, powers and (xvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), rights being collectively called the “Collateral”)); provided. Subject to the provisions of Article VII, however, that the security interests granted hereunder Collateral Agent shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) have all of the Credit Agreement (exceptrights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreementother rights, to the extent that the Lender (as defined in that certain Loan Agreement by remedies 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered recourses afforded to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, ; (iiiii) all Contracts, together with all Contract Rights arising thereunderthereunder (including, and without limitation, the Contribution Agreement); (iii) all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Inventory; (iv) all Inventory, (v) the Cash Collateral Account and any other cash collateral account established with respect to for such Assignor for the benefit of the Secured Creditors and all moniesmoneys, securities and instruments deposited or required to be deposited in such cash collateral account, Cash Collateral Account; (viv) all Equipment, ; (viivi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (viiivii) all Patents and Copyrights, Copyrights and all reissues, renewals or and extensions thereof, ; (ixviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade Secrets, Secrets and Trade Secret Rights; (ix) all insurance policies; (x) all vehiclesother Goods (including, aircraftwithout limitation, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereofStanding Timber), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments of such Assignor (xivother than the Pledged Securities); (xi) all other personal property of such Assignor, whether now owned or hereafter acquired, Permits; and (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement"COLLATERAL"), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement. (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term "Collateral" shall not include any Equipment subject to a purchase money Lien permitted under Section 9.01(iii), (vii) or (xvi) of the Credit Agreement or a Lien securing Capital Lease Obligations permitted under Section 9.01(xv) of the Credit Agreement, in each case to the extent, and only to the extent, that the instrument evidencing the purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, secured by such Lien expressly prohibits any other Lien on such Equipment and only for so long as such purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, remains or remain outstanding and upon the earlier of the termination of such prohibition or the satisfaction of such Indebtedness, such

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s the Obligations, each such Assignor Pledgor does hereby pledge, collaterally assign and transfer unto the Collateral AgentAgent for the benefit of the Secured Creditors, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, Creditors a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Assignor Pledgor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (collectively, the "Collateral"): (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, Equipment; (ii) each and every Receivable, all Inventory; (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, ; (iv) all Inventory, Instruments; (v) any cash collateral account all General Intangibles; (vi) all Accounts; (vii) all Insurance Policies; (viii) all Intellectual Property; (ix) all Chattel Paper; (x) all Investment Property and Financial Assets; (xi) all Deposit Accounts, including, without limitation, the Cash Collateral Account established with respect to such Assignor for the Pledgors and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Cash Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, Account; (xii) all books and records, customer lists, ledger cards, credit files, printLetter-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, of-Credit Rights; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, ; (xiv) all other personal property of such AssignorCommercial Tort Claims, whether now owned or hereafter acquiredincluding, without limitation, each Specified Commercial Tort Claim; (xv) all documents of title evidencing or issued with respect to any of the foregoing, and Documents; (xvi) all Fixtures; (xvii) all Supporting Obligations relating to any and all of the foregoing; (xviii) all books, records, ledgers, printouts, computer recording media, data files, tapes, file materials and other papers containing information relating to any and all items of Collateral; and (xix) to the extent not covered by clauses (i) through (xviii) of this sentence, all other personal property whether tangible or intangible wherever located; and (xx) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderforegoing. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor each Pledgor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s the Obligations, each such Assignor Obligor does hereby pledge, collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Lessor, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such Assignor Obligor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (collectively, the “Collateral”): (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in Equipment (other than the possession or under control of such Assignor or its respective bailees and any interest therein, Lease Equipment); (ii) each and every Receivable, all Inventory; (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, ; (iv) all Inventory, Instruments; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, General Intangibles; (vi) all Equipment, Accounts; (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Insurance Policies; (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Intellectual Property; (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, Chattel Paper; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock Investment Property and fixtures, together with accessions thereto and replacement parts therefor, Financial Assets; (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, Deposit Accounts; (xii) all books and records, customer lists, ledger cards, credit files, printLetter-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, of-Credit Rights; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, ; (xiv) all other personal property of such AssignorCommercial Tort Claims, whether now owned or hereafter acquiredincluding, without limitation, each Specified Commercial Tort Claim; (xv) all documents of title evidencing or issued with respect to any of the foregoing, and Documents; (xvi) all Fixtures; (xvii) all Supporting Obligations relating to any and all of the foregoing; (xviii) all books, records, ledgers, printouts, computer recording media, data files, tapes, file materials and other papers containing information relating to any and all items of Collateral; and (xix) to the extent not covered by clauses (i) through (xviii) of this sentence, all other personal property whether tangible or intangible wherever located; and (xx) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderforegoing. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests of Lessor under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement Lease which any Assignor Lessee may acquire at any time during the continuation of this AgreementLease. (c) The capitalized terms used in this Section 10.1 shall have the meanings given to them in the UCC.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Funds, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iiiii) all Contracts, together with all Contract Rights arising thereunder, and (iii) all equity and debt securities and other interests in any and all Unrestricted SubsidiariesInventory, (iv) all InventoryEquipment, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viiivi) all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, (ixvii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade SecretsSecret Rights, (viii) all insurance policies, (ix) all Permits, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents Documents, Instruments and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoingInvestment Property, and (xvixi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, above collectively, the “New "Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)"); provided, provided however, that the security interests granted hereunder Collateral shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner include the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) assets of the Credit Agreement Company or AuraSound licensed to (exceptA) Daewoo Electronics Co., in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreement, Ltd. pursuant to the extent that the Lender (as defined in that certain Loan License 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 17August 19, 1996 (the “Headquarters Loan "Daewoo License Agreement”)") has consented only to the grant by Huntsman Headquarters Corporation of extent a security interest in any such Collateral (as defined in is prohibited under the Headquarters Loan original terms of the Daewoo License Agreement) hereunder); , and (3B) capital stock not required Speaker Acquisition Sub pursuant to Section 7.10(cthat certain Assignment and License Agreement dated July 15, 1999 (the "Algo License Agreement") or 7.10(e) only to the extent a security interest in such Collateral is prohibited under the original terms of the Credit Agreement to be pledged hereunderAlgo License Agreement. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any interest of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor the Assignors may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the First-Lien Collateral Agent and the Second-Lien Collateral Agent, as security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such the Assignor does hereby pledge, assign and transfer unto the Third-Lien Collateral Agent, and does hereby pledge and grant to the Third-Lien Collateral Agent Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such the Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of the Assignor, or in which or to which the Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash and Cash Equivalents; (iii) all Contracts, together with all Contract Rights arising thereunder, the Cash Collateral Account and all equity and debt securities monies, securities, Instruments and other interests investments deposited in any and all Unrestricted Subsidiaries, the Cash Collateral Account; (iv) all InventoryChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, Commercial Tort Claims; (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill computer programs of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary informationinformation of the Assignor, including, including but not limited toto all Software, and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (vii) all Domain Names; (viii) all Trade SecretsSecret Rights; (ix) Contracts, together with all Contract Rights arising thereunder; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, Copyrights; (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, Equipment; (xii) all books Deposit Accounts and recordsall other demand, customer listsdeposit, ledger cardstime, credit filessavings, print-outscash management and passbook accounts maintained by the Assignor with any Person and all monies, securities, Instruments and other materials and records pertaining to investments deposited in any of the foregoing, whether now owned or hereafter acquired, ; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Documents; (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, General Intangibles; (xv) all documents of title evidencing or issued with respect to any of the foregoing, and Goods; (xvi) all Instruments; (xvii) all Inventory; (xviii) all Investment Property; (xix) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xx) all Marks; (xxi) all Patents; (xxii) all Permits; (xxiii) all Supporting Obligations; and (xxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (including, without limitation, all insurance and claims for insurance effected or held for except to the benefit of extent such Assignor in respect thereofproceeds would independently be excluded pursuant to said sentence) (all of the above, as limited belowthe "Collateral"). Notwithstanding anything to the contrary contained above, collectively, the “New Collateral” and, together with in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which the Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term is defined in the Existing Security Agreementcase of preceding clause (i) or (ii) , as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), the “Collateral”)); provided, however, that (x) the security interests granted hereunder hereunder, shall attach immediately to any portion of such lease, license, contact, property rights or agreement that does not cover any Assignor’s right, title and interest result in any of the consequences specified in (1i) Contractor (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, lease(b) to the extent such assets are the property of the Assignor, license any property or other agreement which by its terms expressly asset of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits in a legally valid manner the granting of a security interest thereinin such property or asset, (2) any asset described in clauses (t) or (uc) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreement, to the extent that such assets are the Lender property of the Assignor, the equity interests of (x) Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long 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 the organizational documents of Utah dated as of December 17, 1996 (such entities prohibit the “Headquarters Loan Agreement”)) has consented to the grant by Huntsman Headquarters Corporation granting of a security interest in any Collateral such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (as defined in the Headquarters Loan Agreementy) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) more than 65% of the Credit Agreement Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall be required to be pledged hereunderpledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of any Foreign Corporation. (b) The Pledged Intercompany Notes listed on Schedule B and security interest of the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Third-Lien Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on under this Agreement extends to all Collateral which the Assignor may acquire, or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to which the Pledged Intercompany Notes or Assignor may obtain rights, at any time during the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge term of such mattersthis Agreement. (c) The assignments and security interests under this Agreement granted Notwithstanding anything herein to the contrary, the relative rights and remedies of Third-Lien Collateral Agent shall not relieve any Assignor from be subject to and governed by the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any terms of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Intercreditor Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation Intercreditor Agreement is in effect. In the event of this any inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit acceleration or otherwise) of the Secured PartiesObligations: (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims, subject to Section 1.3, a continuing security interest in, including all of the right, title and interest of such Assignor in, to and under Commercial Tort Claims listed in Schedule 8 hereto; (d) all of the following, whether now existing or hereafter from time to time acquired: Deposit Accounts; (e) all Documents; Guarantee & Collateral Agreement (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, Goods; (ii) each and every Receivable, (iiij) all Contracts, together with Instruments; (k) all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Intellectual Property; (ivl) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vim) all Equipment, Investment Property (viiincluding all Pledged Collateral); (n) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Letter-of-Credit Rights; (viiio) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Money; (ixp) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials Books and records pertaining to any of the foregoing, whether now owned or hereafter acquired, Collateral (xiiiq) all other Goodsproperty not otherwise described above; and (r) to the extent not otherwise included, General Intangiblesall Proceeds, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds Supporting Obligations and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”))foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests granted hereunder created by this Agreement shall not cover any Assignor’s rightextend to, title and interest in any the term “Collateral” (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) including all of the Credit Agreement (exceptindividual items comprising Collateral) shall not include, in the case of any asset described in clause (u) of Section 7.10(a) Excluded Assets. Notwithstanding any of the Credit Agreementother provisions set forth in this Section 3, to the extent that the Lender (as defined in that certain Loan this 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 shall not constitute a grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined Excluded Assets or any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the Headquarters Loan Agreementtermination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) hereunder); to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) conditions of the Credit Agreement to be pledged hereunder. or (bii) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or extent severable, shall attach immediately to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any portion of the Collateral pledged by it hereunder that does not result in such consequences; and provided, further, that no United States intent-to-use trademark or from any liability service ▇▇▇▇ application shall be included in the Collateral to any Person under the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or in respect of any enforceability of such Collateral intent-to-use trademark or impose any obligation on the Collateral Agent service ▇▇▇▇ application under Federal law. After such period, each Grantor acknowledges that such interest in such trademark or service ▇▇▇▇ application shall be subject to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained a security interest in this Agreement or any other Loan Document, or in respect favor of the Administrative Agent and shall be included in the Collateral. Guarantee & Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for Each Grantor hereby grants to the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Pari Passu Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, a continuing security interest in, in all of the such Grantor’s right, title and interest of such Assignor in, in and to and under all of the following, whether following property now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the possession future may acquire any right, title or under control interest (collectively, in each case except to the extent released in accordance with Section 8.15 and subject to the proviso to this Section 3.1, the “Collateral”), as collateral security for the payment or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise), of such Assignor or its respective bailees and any interest therein, the Secured Obligations: (ii) each and every Receivable, (iiia) all ContractsAccounts, together with including all Contract Rights arising thereunderReceivables; (b) all Cash Equivalents and Deposit Accounts; (c) all Chattel Paper; (d) all Commercial Tort Claims described on Schedule 3 (as such schedule may be supplemented from time to time pursuant to Section 6.2(b) of the Credit Agreement); LEGAL_US_E # 147951469.7 (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including contract rights; (i) all Instruments, except to the extent constituting Pledged Notes (or which would constitute Pledged Notes but for the de minimis threshold contained in the definition thereof); (j) all Intellectual Property (including all Copyright Licenses, Patent Licenses and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Trademark Licenses); (ivk) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vil) all Equipment, Investment Property; (viim) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Letter-of-Credit Rights; (viiin) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Money; (ixo) all computer programs and all intellectual property rights therein and Pledged Securities; (p) all other proprietary information, including, but not limited to, Trade Secrets, Goods; (xq) all vehiclesbooks, aircraftrecords, vesselsledger cards, bargesfiles, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordscorrespondence, customer lists, ledger cardsblueprints, credit filestechnical specifications, print-outsmanuals, computer software, computer printouts, tapes, disks and other materials electronic storage media and records related data processing software and similar items that at any time evidence or contain information pertaining to any of the foregoingCollateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (r) to the extent not otherwise included, whether now owned or hereafter acquiredall Proceeds, (xiii) all other Goodsproducts, General Intangiblesaccessions, Chattel Paper, Documents rents and Instruments, (xiv) all other personal property profits of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds Collateral and products of any and all of the foregoing (including, without limitation, and all insurance collateral security and claims for insurance effected or held for the benefit of such Assignor in guarantees given by any Person with respect thereof) (all to any of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”))foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, the security interests interest granted hereunder shall not cover any Assignor’s rightcover, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest thereinterm “Collateral” shall not include, (2i) Excluded Accounts or (ii) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderExcluded Collateral. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s the Secured Obligations, each such Assignor Grantor does hereby pledge, sell, assign and transfer unto the Collateral Administrative Agent, and does hereby grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing of each Grantor, whether now existing or hereafter from time to time acquired: arising or acquired and wherever located (collectively, the “Collateral”): (i) all cashAccounts, deposit accountsincluding, securities accountswithout limitation, deposits, securities each and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, every Account Receivable; (ii) each and every Receivable, all Goods; (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Inventory; (iv) all Inventory, Equipment; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, Documents; (vi) all Equipment, Instruments; (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Chattel Paper; (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Money; (ix) all computer programs and all intellectual property rights therein and all other proprietary informationDeposit Accounts, including, but not limited to, Trade Secretsthe Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Account or otherwise held for the credit thereof; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixturesSecurities Accounts, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, Financial Assets credited therein from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all Financial Assets, monies, securities, cash and other promissory notes which are pledged to the Collateral Agent property held therein or otherwise become a part of the Collateral; credited thereto; (Bxi) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, Investment Property; (xii) all books Fixtures; (xiii) all As-Extracted Collateral, including, without limitation, all Minerals; (xiv) all General Intangibles, including, but not limited to, all Contract Rights; (xv) all Commercial Tort Claims; (xvi) all Intellectual Property; (xvii) all Letter of Credit Rights; (xviii) all Payment Intangibles; (xix) all Promissory Notes; (xx) all Supporting Obligations; (xxi) all other items, kinds and recordstypes of personal property, customer liststangible or intangible, ledger cards, credit files, print-outsof whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other materials and records pertaining applicable treaty, convention, statute, law or regulation of any applicable jurisdiction; (xxii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing, whether now owned or hereafter acquired, ; and (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxiii) all Proceeds and products Products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderforegoing. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for In order to secure its Secured Guarantee, the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, Parties a continuing security interest in, in and to all of the its right, title and interest of such Assignor in, to and under all in the following property of the followingLien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located, but subject to the exclusions in Section 2(b) (the "New Collateral"): (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Equipment, (v) General Intangibles, (vi) Instruments, (vii) Inventory, (viii) Securities directly owned by the Lien Grantor and issued by any subsidiary or Affiliate of the Lien Grantor or any other issuer over which the Lien Grantor exercises Control, (ix) the Collateral Account, all Financial Assets credited to the Collateral Account from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests Security Entitlements in any and respect thereof, all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect deposited therein from time to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereoftime, and the goodwill Liquid Investments made pursuant to Section 8(d) of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade SecretsSecurity Agreement, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance customer lists, credit files, computer programs, printouts and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title other computer materials and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(arecords) of the Credit Agreement Lien Grantor pertaining to any of the New Collateral and (except, in xi) all Proceeds of the case of any asset New Collateral described in clause (uClauses 2(a)(i) of Section 7.10(athrough 2(a)(x) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderhereof. (b) The Pledged Intercompany Notes listed on Schedule B and New Collateral shall not include: (i) rights of the certificates representing the Pledged Stock listed on Schedule C (other than the shares Lien Grantor in respect of capital stock of Foreign Subsidiaries any property or asset which are not certificated) shall have been delivered is prohibited from being pledged to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither as part of the Collateral Agent nor by any Secured Party shall be obligated Permitted Encumbrances; (ii) Transferred Receivables and (A) security interests or liens and property subject thereto purporting to preserve secure payment of such Transferred Receivables, (B) leases, guaranties, insurance and other arrangements supporting payment of such Transferred Receivables, (C) rights to payment and collections in respect of such Transferred Receivables, (D) books, records and similar information relating to such Transferred Receivables or protect any rights the obligors thereon, (E) with respect to any such Transferred Receivables, the Pledged Intercompany Notes transferee's interest in goods (including, without limitation, Equipment or Inventory) the Pledged Stock sale of which gave rise to such Transferred Receivables and (F) if such Transferred Receivables arise from a lease financing or installment sale transaction, the Equipment or Inventory that is the subject of the underlying transaction and is transferred to receive or give a Receivables SPE; (iii) Transferred Intellectual Property; (iv) State and Local Government Receivables of the Lien Grantor; (v) any notice with respect thereto whether or not Security owned by the Lien Grantor that is a voting Equity Interest issued by a Foreign Subsidiary that is a corporation for United States Federal income tax purposes, if and to the extent that the Collateral Agent (including New Collateral) pledged by Xerox to secure Xerox Secured Obligations or by any other Lien Grantor to secure any guarantee of the Secured Party is deemed to have knowledge Obligations of such matters. (c) The assignments and security interests under this Agreement granted Xerox pursuant to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Security Agreement or any other Loan Document, or Domestic Security Document would include in respect the aggregate more than 65% of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations shares of each Assignor contained in this paragraph shall survive the termination any class of this Agreement and the discharge voting securities of such Assignor’s other obligations hereunder. Foreign Subsidiary (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which either directly or through any entity that is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.a disregarded entity for such purposes); and

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash and Cash Equivalents; (iii) all Contracts, together with all Contract Rights arising thereunder, the Cash Collateral Account and all equity and debt securities monies, securities, Instruments and other interests investments deposited in any and all Unrestricted Subsidiaries, the Cash Collateral Account; (iv) all Inventory, Tangible Chattel Paper and all Electronic Chattel Paper; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, Commercial Tort Claims; (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business computer programs of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, including but not limited toto all Software, Trade Secretsand all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (vii) Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited in any of the foregoing; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, Documents; (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, Domain Names; (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, Equipment; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, ; (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, Goods; (xv) all documents of title evidencing or issued with respect to any of the foregoing, and Instruments; (xvi) all Inventory; (xvii) all Investment Property; (xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xix) all Marks; (xx) all Patents; (xxi) all Permits; (xxii) all Supporting Obligations; (xxiii) all Trade Secret Rights; and (xxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (including, without limitation, all insurance and claims for insurance effected or held for except to the benefit of extent such Assignor in respect thereofproceeds would independently be excluded pursuant to said sentence) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”). Notwithstanding anything to the contrary contained above, in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term in the case of preceding clause (i) or (ii); , as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided, however, that the security interests granted hereunder shall attach (x) immediately to any portion of such lease, license, contract, property rights or agreement that does not cover any Assignor’s right, title and interest result in any of the consequences specified in (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (ti) or (uii) of Section 7.10(aand (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, or (b) more than 65% of the Credit Agreement (except, in the case Voting Equity Interests of any asset described in clause (u) Foreign Corporation; provided that each Assignor shall be required to pledge hereunder 100% of Section 7.10(a) any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of the Credit Agreement, to the extent that the Lender (as defined in that certain Loan Agreement by and among Huntsman Headquarters any Foreign 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the continuation term of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex H hereto); (vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, any of the foregoing; (vixi) all Equipment, Documents; (viixii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; (viiixix) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixturesPatents, together with accessions thereto and replacement parts therefor, all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same; (xi) (Axx) all Intercompany Notes described in Schedule B Permits; (as it may, from time to time, be supplemented in accordance with the terms hereof)xxi) all Software and all Software licensing rights, all other Intercompany Notes writings, plans, specifications and schematics, all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordsengineering drawings, customer lists, ledger cards, credit files, print-outsgoodwill and licenses, and other materials and records pertaining to all recorded data of any kind or nature, regardless of the foregoing, whether now owned or hereafter acquired, medium of recording; (xiiixxii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Supporting Obligations; and (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxiii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral including this clause (as such term is defined in the Existing Security Agreementxxiii), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the continuation term of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Applicable Obligations, each such Assignor does hereby pledgesell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the relevant Secured Parties, subject to Section 1.3Creditors as their interests may appear, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, ; (iiiii) all Contracts, together with all Contract Rights arising thereunder, and ; (iii) all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Inventory; (iv) all Inventory, Equipment; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks; (vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (viiivii) all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, ; (ixviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade Secrets, Secrets Rights; (ix) all insurance policies; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments, ; (xi) all Permits; (xii) all cash; (xiii) all Commercial Tort Claims; (xiv) all Deposit Accounts and all other personal property demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of such Assignor, whether now owned or hereafter acquired, the foregoing; (xv) all documents Investment Property; (xvi) all Letter-of-Credit Rights (whether or not the respective letter of title evidencing credit is evidenced by a writing); (xvii) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or issued with respect to any nature, regardless of the foregoing, and medium of recording; (xvixviii) all Supporting Obligations; and (xix) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited belowincluding this clause (xix), collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); providedprovided that notwithstanding the foregoing, however(x) the Collateral that secures the Existing Senior Notes Obligations of a Specified Existing Senior Notes Assignor shall be limited to Designated Existing Senior Notes Collateral owned by such Specified Existing Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Existing Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Existing Senior Notes Assignor that are to be applied to the security interests granted hereunder Existing Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated Existing Senior Notes Collateral of such Specified Existing Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Existing Senior Notes Assignor and (y) the Collateral that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Assignor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Assignor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Assignor. (b) Notwithstanding anything contained herein to the contrary, (i) the term “Collateral” as used herein shall not cover include any Assignor’s rightCopyright, title and interest in any (1) ContractM▇▇▇, leasePatent, Trade Secret, computer program or Software to the extent such property is subject to a license or other agreement the terms of which by its terms expressly prohibits in a legally valid manner prohibit an assignment of, or the granting of a security interest thereinin, any Assignor’s rights thereunder or such Assignor’s grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software or such license or agreement governing the same, (2ii) the term “Collateral” as used herein shall not include (x) the RJRTH Intercompany Note and any Contract Rights or General Intangibles of the Borrower arising under the Pledge Agreement in its capacity as RJRTH Intercompany Note Creditor, (y) any asset described Equity Interests owned or held by any Assignor and (z) at any time prior to the exchange of at least 51% in clauses aggregate principal amount of each series of Existing Senior Notes for Exchange Senior Notes pursuant to the Existing Senior Notes Exchange (t) or (u) of Section 7.10(a) and the elimination of the Credit Agreement lien covenant in the Existing Senior Notes Indenture as consented to by the requisite holders of the Existing Senior Notes), all indebtedness and other obligations owing by a Subsidiary of RJRTH to RJRTH or any of its Subsidiaries and (except, iii) in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreementsale, to the extent that the Lender (as defined in that certain Loan Agreement by and among Huntsman Headquarters Corporationassignment, 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 transfer or grant by Huntsman Headquarters Corporation of a security interest in hereunder by a Restricted Assignor only, the term “Collateral” shall not include any Collateral (determined as defined in the Headquarters Loan Agreement) hereunderprovided herein without regard to this clause (iii); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (such Restricted Assignor other than the shares of capital stock of Foreign Subsidiaries which are not certificated(x) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind type described in clauses (v), (vi), (vii), (viii) and (xix) of Section 1.1(a) and (y) all other Collateral of the type which is may be perfected by the subject filling of this Agreement which a UCC-1 financing statement in any Assignor may acquire at any time during the continuation of this Agreementrelevant jurisdiction.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims as described on Annex G as updated from time to time; (vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (viii) all Equipment; (ix) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill any of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, foregoing; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, Documents; (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, General Intangibles; (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, Goods; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, ; (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, Intellectual Property; (xv) all documents of title evidencing or issued with respect to any of the foregoing, and Inventory; (xvi) all Financial Assets; (xvii) all Joint Venture Investment Property; (xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xix) all Notes; (xx) all Permits; (xxi) all Security Entitlements and other Investment Property (to the extent not already covered by another clause of this Section 2.1(a)); (xxii) all Supporting Obligations; (xxiii) all Fixtures; (xxiv) all other goods and personal property, whether tangible or intangible; and (xxv) all Proceeds and products of of, and all accessions to, substitutions and replacements for, and rents, profits and products of, any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance or performance, as the case may be, when due by each Assignor of all of such Assignor’s the Obligations, each such Assignor Grantor does hereby pledge, assign pledge and transfer unto grant to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired (but excluding any Excluded Collateral (as defined below)): (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Dominion Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Dominion Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims set forth on Schedule 12 of the Perfection Certificate; (vi) all Software of such Grantor and all intellectual property rights therein (including all Software licensing rights) and all other proprietary information of such Grantor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, Domain Names and Trade Secret Rights, with respect to each of the foregoing solely to the extent such rights or items subsist or arise under the laws of the United States; (vii) Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Equipment and Fixtures; (x) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in similar accounts maintained by such Grantor with any Person and all Unrestricted Subsidiaries, monies; (ivxi) all Documents; (xii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vixvi) all Equipment, Investment Property; (viixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Grantor symbolized by the Marks, ; (viiixix) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Patents; (ixxx) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, Permits; (xxxi) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, Supporting Obligations; and (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement that any Grantor may acquire, or with respect to which any Assignor Grantor may acquire obtain rights, at any time during the continuation term of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Applicable Obligations, each such Assignor does hereby pledgesell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors as their interests may appear, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, ; (iiiii) all Contracts, together with all Contract Rights arising thereunder, and ; (iii) all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Inventory; (iv) all Inventory, Equipment; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks; (vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (viiivii) all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, ; (ixviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade Secrets, Secrets Rights; (ix) all insurance policies; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments, ; (xi) all Permits; (xii) all cash; (xiii) all Commercial Tort Claims; (xiv) all Deposit Accounts and all other personal property demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of such Assignor, whether now owned or hereafter acquired, the foregoing; (xv) all documents Investment Property; (xvi) all Letter-of-Credit Rights (whether or not the respective letter of title evidencing credit is evidenced by a writing); (xvii) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or issued with respect to any nature, regardless of the foregoing, and medium of recording; (xvixviii) all Supporting Obligations; and (xix) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited belowincluding this clause (xix), collectively, the “New "Collateral” and, together with "); provided that the Collateral (as such term is defined in that secures the Existing Security AgreementSenior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the “Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignor. (b) Notwithstanding anything contained herein to the contrary, "Collateral”)); provided, however, that the security interests granted hereunder " shall not cover include any Assignor’s rightCopyright, title and interest in any (1) Contract▇▇▇▇, leasePatent, Trade Secret, computer program or Software to the extent such property is subject to a license or other agreement the terms of which by its terms expressly prohibits in a legally valid manner prohibit an assignment of, or the granting of a security interest thereinin, (2) any asset described in clauses (t) such Assignor's rights thereunder or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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 such Assignor's grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit this Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C would give any party thereto (other than such Assignor) the shares right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered the security interest pursuant to the Collateral Agent together with appropriate undated note powers and stock powers duly executed this Agreement in blank on any account or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve money or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock other amounts due or to receive become due under any such Copyright, ▇▇▇▇, Patent, Trade Secret, computer program or give any notice with respect thereto whether Software or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition license or agreement on such Assignor’s part to be performed or observed under or in respect of any of governing the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereundersame. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s the Obligations, each such Assignor does hereby pledge, assign and transfer unto the First-Lien Collateral Agent, and does hereby pledge and grant to the First-Lien Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, ; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims; (vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights; (vii) Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, any of the foregoing; (vixi) all Equipment, Documents; (viixii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (viiixix) all Patents and Copyrights, Patents; (xx) all Permits; (xxi) all Software and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof)Software licensing rights, all other Intercompany Notes writings, plans, specifications and schematics, all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordsengineering drawings, customer lists, ledger cards, credit files, print-outsgoodwill and licenses, and other materials and records pertaining to all recorded data of any kind or nature, regardless of the foregoing, whether now owned or hereafter acquired, medium of recording; (xiiixxii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Supporting Obligations; and (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxiii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any interest of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the First-Lien Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement. Notwithstanding anything to the contrary contained herein, the Collateral shall at no time include any items which would at such time constitute Excluded Collateral. (c) Notwithstanding anything herein to the contrary, the relative rights and remedies of First-Lien Collateral Agent shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect.

Grant of Security Interests. (a) As collateral Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the Collateral Agent and the Term Collateral Agent, as security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims; (vi) all Software and computer programs of such Assignor and all related licensing rights, documentation, drawings, specifications and schematics and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Trade Secret Rights, customer lists and all recorded data of any kind or nature, regardless of the medium or recording; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral accountany of the foregoing (in each case, excluding Exempted Deposit Accounts); (vix) all Documents; (xi) all Equipment, ; (viixii) all Marks, together with General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the registrations respective letter of credit is evidenced by a writing); (xviii) all Marks and right to all any renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; (viiixix) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixturesPatents, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time causes of action arising prior to time, be supplemented in accordance with or after the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part date hereof for infringement of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned Patents or hereafter acquired, unfair competition regarding the same; (xiiixx) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Permits; (xivxxi) all other personal property of such Assignor, whether now owned or hereafter acquired, Supporting Obligations; and (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”); provided that (x) no Voting Equity Interests (which shall include, for this purpose, the Convertible Preferred Equity Certificates issued by Aleris Luxembourg S.à.r.▇.) of any Foreign Corporation which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Corporation (with all Voting Equity Interests of the respective Foreign Corporation in excess of said 65% limit being herein called “Excess Foreign Corporation Equity Interests”) shall secure any direct Obligations of any U.S. Borrower (or guarantees of such Obligations by the respective Assignor) and such Excess Foreign Corporation Equity Interests shall secure Obligations of the respective Assignor only as a guarantor of the Obligations of the Canadian Borrowers and their Subsidiaries and the European Borrower and its Subsidiaries, and (y) each Assignor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Corporation at any time and from time to time acquired by such Assignor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x); provided. (b) Notwithstanding anything herein to the contrary, in no event shall the Collateral include and no Assignor shall be deemed to have granted a security interest in, (x) Excluded Equipment or (y) any of its right, title or interest in any license, contract or agreement to which such Assignor is a party, to the extent, but only to the extent (and only for so long as) that such license, contract or agreement or applicable law prohibits the assignment of, or granting of a security interest in, such license, contract or agreement and such prohibitions are not rendered invalid by Section 9-406 or Section 9-408 of the UCC, it being understood and agreed, however, that any such excluded license, contract or agreement shall otherwise be subject to the security interests granted hereunder created by this Agreement (and shall not cover become “Collateral” for all purposes of this Agreement) upon the receipt by such Assignor of any Assignor’s right, title and interest in any (1) Contract, lease, license necessary approvals or other agreement which by its terms expressly prohibits in a legally valid manner waivers permitting the assignment thereof or the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the continuation term of this Agreement. (d) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor and the Collateral Agent (on behalf of the Secured Creditors) acknowledges and agrees that: (x) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Agent for the benefit of the Secured Creditors (i) in the ABL Priority Collateral, shall be a First Priority Lien and (ii) in the Term Priority Collateral, shall be a Second Priority Lien, fully junior, subordinated and subject to the security interest granted to the Term Collateral Agent for the benefit of the Term Creditors in the Term Priority Collateral on the terms and conditions set forth in the Term Credit Documents and the Intercreditor Agreement and all other rights and benefits afforded hereunder to the Secured Creditors with respect to the Term Priority Collateral are expressly subject to the terms and conditions of the Intercreditor Agreement; and (y) the Term Secured Parties’ security interests in the Collateral constitute security interests separate and apart (and of a different class and claim) from the Secured Creditors’ security interests in the Collateral.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s the Obligations, each such Assignor Pledgor does hereby pledge, collaterally assign and transfer unto the Collateral AgentAgent for the benefit of the Secured Creditors, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, Creditors a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Assignor Pledgor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (collectively, the “Collateral”): (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, Equipment; (ii) each and every Receivable, all Inventory; (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, ; (iv) all Inventory, Instruments; (v) any cash collateral account all General Intangibles; (vi) all Accounts; (vii) all Insurance Policies; (viii) all Intellectual Property; (ix) all Chattel Paper; (x) all Investment Property and Financial Assets; (xi) all Deposit Accounts, including, without limitation, the Cash Collateral Account established with respect to such Assignor for the Pledgors and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Cash Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, Account; (xii) all books and records, customer lists, ledger cards, credit files, printLetter-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, of-Credit Rights; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, ; (xiv) all other personal property of such AssignorCommercial Tort Claims, whether now owned or hereafter acquiredincluding, without limitation, each Specified Commercial Tort Claim; (xv) all documents of title evidencing or issued with respect to any of the foregoing, and Documents; (xvi) all Fixtures; (xvii) all Supporting Obligations relating to any and all of the foregoing; (xviii) all books, records, ledgers, printouts, computer recording media, data files, tapes, file materials and other papers containing information relating to any and all items of Collateral; and (xix) to the extent not covered by clauses (i) through (xviii) of this sentence, all other personal property whether tangible or intangible wherever located; and (xx) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderforegoing. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor each Pledgor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the First-Lien Collateral Agent and the PBGC, as security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its PBGC Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral AgentPBGC, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3PBGC, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims; (vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill any of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, foregoing; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, Documents; (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the CollateralEquipment; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and xv)all Inventory; (xvi) all Proceeds and products of any and General Intangibles; all of the foregoing (including, without limitation, Goods; all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (Instruments; all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.Investment Property;

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured PartiesCreditors (and, subject to Section 1.3the extent the following constitutes "COLLATERAL" under, and as defined in, the Original U.S. Security Agreement, does hereby reconfirm (without interruption) its assignment, transfer, pledge and grant to the Collateral Agent under the Original U.S. Security Agreement of), a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all moneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims; (vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Equipment; (x) all Units and Unit Certificates and MSO's; (xi) all equity and debt securities and other interests in any and Documents; (xii) all Unrestricted Subsidiaries, General Intangibles; (ivxiii) all Goods; (xiv) all Instruments; (xv) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vixvi) all Equipment, Investment Property; (viixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (viiixix) all Patents and Copyrights, Patents; (xx) all Permits; (xxi) all Software and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof)Software licensing rights, all other Intercompany Notes writings, plans, specifications and schematics, all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordsengineering drawings, customer lists, ledger cards, credit files, print-outsgoodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (xxii) all Supporting Obligations; (xxiii) all of such Assignor's Collection Accounts and Lock Box Addresses and all of such Assignor's interest in any Collection Account, and all moneys, securities and instruments deposited or required to be deposited in such Collection Accounts or Lock Box Addresses; (xxiv) the Disbursement Account and all moneys deposited or required to be deposited in such Disbursement Account; (xxv) the Concentration Account and all moneys, securities and instruments deposited or required to be deposited in such Concentration Account; (xxvi) each Collection Bank Agreement to which such Assignor is a party and each other materials agreement entered into by such Assignor with any Collection Bank and records pertaining all rights of such Assignor under each such agreement; (xxvii) the Concentration Account Agreement and each other agreement entered into by such Assignor with the Concentration Account Bank and all rights of such Assignor under each such agreement; (xxviii) the DB Account and all moneys, securities and instruments deposited or required to be deposited in the DB Account; (xxix) all other Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing, whether now owned or hereafter acquired, ; and (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxx) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement"COLLATERAL"), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the continuation term of this Agreement. (c) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, in the event of any conflict between the provisions of this Agreement, the Intercreditor Agreement or any other Collateral Document and the provisions of the Senior Secured Notes Documents, the terms of this Agreement, the Intercreditor Agreement and the other Collateral Documents shall prevail. (d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, with respect to each Non-Canadian Foreign Subsidiary, if, at any time, the pledge and assignment as otherwise contemplated herein of more than 66-2/3% of the voting capital stock of such Non-Canadian Foreign Subsidiary would give rise to "deemed dividend" tax consequences under Section 956 of the Code, then not more 65% of the outstanding voting capital stock (plus 100% of the non-voting capital stock) of such Non-Canadian Foreign Subsidiary shall be required to be pledged pursuant to this Agreement. (e) Notwithstanding anything to the contrary contained in this Agreement, (w) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and with respect to the Second Lien Creditors the term "Collateral" shall not include the Second Lien Excluded Collateral, (x) the term "Collateral" with respect to the Second Lien Obligations shall not include any Collateral owned by Holdings or in which Holdings has any direct right, title or interest, the grant or pledge of security interests hereunder by Holdings shall be solely for the benefit of the First Lien Creditors and shall not secure any of the Second Lien Obligations and Holdings shall not be an Assignor with respect to the Second Lien Obligations for any purpose whatsoever, (y) to the extent that the granting or perfecting of any assets or property of the Assignors acquired after August 18, 2003 requires the consent of a third party that has not been obtained after the Assignors (other than Holdings) have used commercially reasonable efforts to obtain such consent, the Second Lien Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any such property or assets and (z) to the extent that a security interest in favor of the Second Lien Creditors cannot be granted or perfected in certain assets or property of the Assignors under applicable law, the Second Lien Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors that not extend to, any such assets or property.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s the Obligations, each such Assignor does hereby pledge, collaterally assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iiiii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iviii) all Inventory, (viv) any cash collateral account the Cash Collateral Account established with respect to for such Assignor and all moniesmoneys, securities and instruments deposited or required to be deposited in such cash collateral accountCash Collateral Account, (viv) all Equipment, (viivi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viiivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ixviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiiiix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of than the foregoingPledged 201 EXHIBIT I Page 3 Securities), and (xvix) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New "Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement"), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral Subject to the terms of the Intercreditor Agreement, as security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s the Obligations, each such Assignor does hereby pledge, assign and transfer unto the Second-Lien Collateral Agent, and does hereby pledge and grant to the Second-Lien Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, ; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims; (vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights; (vii) Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, any of the foregoing; (vixi) all Equipment, Documents; (viixii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (viiixix) all Patents and Copyrights, Patents; (xx) all Permits; (xxi) all Software and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof)Software licensing rights, all other Intercompany Notes writings, plans, specifications and schematics, all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordsengineering drawings, customer lists, ledger cards, credit files, print-outsgoodwill and licenses, and other materials and records pertaining to all recorded data of any kind or nature, regardless of the foregoing, whether now owned or hereafter acquired, medium of recording; (xiiixxii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Supporting Obligations; and (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxiii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any interest of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Second-Lien Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement. Notwithstanding anything to the contrary contained herein, the Collateral shall at no time include any items which would at such time constitute Excluded Collateral. (c) Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second-Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second-Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

Grant of Security Interests. (a) As The Debtor does hereby grant unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, a continuing security interest in, in all of the right, title and interest of such Assignor the Debtor in, to and under all of the followingpersonal property and fixtures (and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each case whether now existing or hereafter from time to time acquired: , including each of the following, except to the extent any such property constitutes Excluded Collateral (collectively, the "Collateral"): (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, Accounts; (ii) each and every Receivable, all As-Extracted Collateral; (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, cash; (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor Collateral Account and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral accountany Collateral Account; (v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (vi) all Equipment, Subject Commercial Tort Claims; (vii) all computer programs of the Debtor and all intellectual property rights therein and all other proprietary information of the Debtor, including, without limitation, Domain Names and Trade Secret Rights; (viii) all Copyrights; (ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by the Debtor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; (x) all Documents; (xi) all Equipment; (xii) all General Intangibles, including, without limitation, all Payment Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor the Debtor symbolized by the Marks, ; (viiixviii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Patents; (ixxix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, Permits; (xxx) all vehicleswritings, aircraftplans, vessels, barges, railcars, rolling stock specifications and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof)schematics, all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordsengineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (xxi) all Supporting Obligations (other than Letter-of-Credit Rights); (xxii) all books, records, ledger cards, credit files, print-outscorrespondence, computer programs, tapes, disks, and other materials and records pertaining related data processing software (owned by the Debtor or in which it has an interest) that at any time evidence or contain information relating to any of Collateral or are otherwise necessary or helpful in the foregoing, whether now owned collection thereof or hereafter acquired, realization thereupon; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xivxxiii) all other personal property of such Assignorany kind or type whatsoever; and (xxiv) to the extent not otherwise included, whether now owned or hereafter acquiredall Accessions, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds and products of any and all of the foregoing (includingforegoing, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the any Excluded Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreement, to the extent that the Lender (as defined in that certain Loan Agreement by such Accessions, Proceeds 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”products are not also Excluded Collateral)) has consented to the grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B Notwithstanding anything to the contrary herein, the term "Collateral" shall not include, and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests interest granted under this Agreement granted shall not attach to the Collateral Agent shall not relieve any Assignor from following (the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement."Excluded Collateral"):

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit acceleration or otherwise) of the Secured Parties, subject to Section 1.3, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, Obligations (whether now existing or hereafter from time to time acquired: arising hereafter): (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims (including, without limitation, those described as set forth on Schedule 8 attached hereto); (d) all Deposit Accounts, all Securities Accounts, and all Commodity Accounts (in each case, other than Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, Goods; (ii) each and every Receivable, (iiij) all Contracts, together with Instruments; (k) all Contract Rights arising thereunderIntellectual Property and all Intellectual Property Licenses, and all equity and debt securities and claims for any infringement or other interests in any and all Unrestricted Subsidiaries, impairment thereof; (ivl) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vim) all Equipment, Investment Property (viiincluding all Pledged Collateral); (n) all MarksLetter-of-Credit Rights; Letters of Credit (as defined in the UCC), together with Promissory Notes (as defined in the registrations and right to all renewals thereofUCC), and Drafts (as defined in the goodwill of the business of such Assignor symbolized by the Marks, UCC); (viiio) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Money; (ixp) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, Receivables; (xq) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials Books and records pertaining to the Collateral; (r) all intercompany Indebtedness owed to any of the foregoing, whether now owned or hereafter acquired, Loan Party by any Group Member; (xiiis) all other Goodsproperty not otherwise described above; and (t) to the extent not otherwise included, General Intangiblesall Proceeds, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds Supporting Obligations and products of any and all of the foregoing (including, without limitation, and all insurance collateral security and claims for insurance effected or held for the benefit of such Assignor in guarantees given by any Person with respect thereof) (all to any of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”))foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests granted hereunder created by this Agreement shall not cover extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Assignor’s right, title and interest in Excluded Assets nor any (1) Contract, lease, license or other agreement assets as to which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) is not granted pursuant to the following paragraph. Notwithstanding any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit other provisions set forth in this Section 3, this Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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 shall not constitute a grant by Huntsman Headquarters Corporation of a security interest in any Collateral Excluded Account or any other property (for so long as defined such property shall be considered Excluded Assets) to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the Headquarters Loan Agreementtermination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) hereunder); to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) conditions of the Credit Agreement to be pledged hereunder. or (bii) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or extent severable, shall attach immediately to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any portion of the Collateral pledged by it hereunder or from any liability to any Person under or that does not result in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained consequences. Notwithstanding anything in this Agreement to the contrary, United States intent-to-use trademark or any other Loan Documentservice ▇▇▇▇ applications shall not be included in the Collateral (and shall be considered Excluded Assets) to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service ▇▇▇▇ applications under Federal law; provided, however, that after such period, each Grantor acknowledges that such interest in respect such trademark or service ▇▇▇▇ applications shall be subject to a security interest in favor of the Collateral pledged by it hereunder or made Administrative Agent and shall be included in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement(and shall no longer be considered an Excluded Asset).

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s the Obligations, each such the Assignor does hereby pledgesell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the ratable benefit of the Bank Creditors, the Interest Rate Protection Creditors and the Senior Noteholders, in each case to the extent from time to time holding Obligations of the Assignor secured hereunder (collectively, and together with the Collateral Agent, the "Secured Parties, subject to Section 1.3Creditors"), a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Liens permitted under Section 9.01 of the Credit Agreement) in, all of the right, title and interest of such the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iiiii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iviii) all Inventory, (viv) any cash collateral account the Cash Collateral Account established with respect to such for the Assignor and all moniesmoneys, securities and instruments deposited or required to be deposited in such cash collateral accountCash Collateral Account, (viv) all Equipment, (viivi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (viiivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ixviii) all computer programs of the Assignor and all intellectual property rights therein and all other proprietary informationinformation of the Assignor, including, but not limited to, Trade Secretstrade secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiiiix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (xiv) all other personal property of such Assignor, whether now owned than the Pledged Securities and any other capital stock or hereafter acquired, (xv) all documents of title evidencing or issued with respect promissory notes not required to any of be pledged pursuant to the foregoingCompany Pledge Agreement), and (xvix) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New "Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)"); provided, however, however that to the security interests granted hereunder shall not cover extent that any Assignor’s right, title and interest Contract may be terminated (in accordance with the terms thereof after giving effect to any (1applicable laws) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the event of granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of event 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 granting of a security interest in any Collateral (Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation of law shall exist, as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereundercase may be. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any the Assignor may acquire at any time during the continuation of this Agreement. (c) If (i) a Bankruptcy Default or Notified Acceleration Event has occurred and is continuing or (ii) any other Event of Default or Acceleration Event has occurred and is continuing, but in the case of this clause (ii) only if, and to the extent that, the Collateral Agent (acting at the direction of the Required Secured Creditors) has given notice to the Assignor to take the actions specified below in this sentence, then in either such case all cash Proceeds of, and cash payments received in respect of, Collateral shall be paid by the Assignor (or the respective payor) directly to the Cash Collateral Account or as otherwise directed by the Collateral Agent. At any time while the circumstances described in the immediately preceding sentence do not exist, all cash payments received in respect of the Collateral (including without limitation all payments received in respect of Receivables and Contracts, or in payment for sales of Inventory, but excluding cash Proceeds of sales of other Collateral unless the respective sale and release of

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Agent Bank, for the benefit of the Secured Parties, subject to Section 1.3Banks, a continuing security interest in, in all of the such Assignor's right, title and interest of such Assignor in, to and under all of in the followingfollowing property, whether now existing owned by such Assignor or hereafter from time acquired subsequent to time acquired: the date of this Agreement: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, Accounts Receivable; (ii) each and every Receivable, all General Intangibles; (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Inventory; (iv) all Inventory, Equipment; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited Goods (as defined in such cash collateral account, the Uniform Commercial Code); (vi) all Equipment, Chattel Paper (as defined in the Uniform Commercial Code); (vii) all Instruments (as defined in the Uniform Commercial Code); (viii) all Documents (as defined in the Uniform Commercial Code); (ix) all money; (x) all Patents and Copyrights and all reissues, renewals or extensions thereof; (xi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ixxii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade Secrets, Secret Rights; (xxiii) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, insurance policies; (xi) (Axiv) all Intercompany Notes described in Schedule B Permits; (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes xv) any and all other promissory notes property which are pledged any Assignor receives or is or may hereafter be entitled to the Collateral Agent receive on account of any collections of or otherwise become a with respect to such Assignor's Accounts Receivable, or any instrument in payment of or substitution for any of such Assignor's Accounts Receivable or such Assignor's General Intangibles, or any part of the Collateral; thereof; (Bxvi) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) any and all other shares property which any Assignor receives or which any Assignor may hereafter become entitled to receive on account of capital stock any sale, exchange, transfer or other equity interestsdisposition of such Assignor's Inventory or General Intangibles, or any part thereof; (xvii) any and all property which each Assignor is or may hereafter become entitled to receive on account of any sale, exchange, transfer or other disposition of such Assignor's Equipment, or any part thereof; and (xviii) the proceeds and (C) all Stock Rightsproducts of any sale, (xii) all books and recordsexchange, customer lists, ledger cards, credit files, print-outs, and collection or other materials and records pertaining to disposition of any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral In addition to the security for interest and Liens provided in the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s ObligationsOrders, each such Assignor does Grantor hereby pledge, assign and transfer unto grants to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, in each case subject to Section 1.3the Interim Order (as the same may be amended, supplemented or otherwise modified by the Final Order), a continuing security interest in, in all of the such Grantor’s right, title and interest of such Assignor in, in and to and under all of the following, whether following property now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the possession future may acquire any right, title or under control interest (collectively, in each case except to the extent released in accordance with Section 8.15 and subject to the proviso to this Section 3.1, the “Collateral”), as collateral security for the payment or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise), of such Assignor or its respective bailees and any interest therein, the Secured Obligations: (ii) each and every Receivable, (iiia) all ContractsAccounts, together with including all Contract Rights arising thereunderReceivables; (b) all Cash Equivalents and Deposit Accounts; (c) all Chattel Paper; (d) all Commercial Tort Claims described on Schedule 4 (as such schedule may be supplemented from time to time pursuant to Section 6.2(b) of the DIP ABL Credit Agreement); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including contract rights; (i) all Instruments, except to the extent constituting Pledged Notes (or which would constitute Pledged Notes but for the de minimis threshold contained in the definition thereof); (j) all Intellectual Property (including all Copyright Licenses, Patent Licenses and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Trademark Licenses); (ivk) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vil) all Equipment, Investment Property; (viim) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Letter-of-Credit Rights; (viiin) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Money; (ixo) all computer programs and all intellectual property rights therein and Pledged Securities; (p) all other proprietary information, including, but not limited to, Trade Secrets, Goods; (xq) all vehiclesbooks, aircraftrecords, vesselsledger cards, bargesfiles, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordscorrespondence, customer lists, ledger cardsblueprints, credit filestechnical specifications, print-outsmanuals, computer software, computer printouts, tapes, disks and other materials electronic storage media and records related data processing software and similar items that at any time evidence or contain information pertaining to any of the foregoing, whether now owned Collateral or hereafter acquired, are otherwise necessary or helpful in the collection thereof or realization thereupon; (xiiir) all other GoodsReal Property; (s) subject to entry of the Final Order, General Intangibles, Chattel Paper, Documents and Instruments, Avoidance Proceeds; (xivt) all DIP Collateral (as defined in the Orders); (u) subject to the Orders, all other personal property unencumbered property, which was unencumbered prior to the date hereof, of such Assignorthe same manner, whether now owned or hereafter acquired, (xv) all documents type and scope of title evidencing or issued with respect to any of the foregoingforegoing property referenced in (a) through (t) above; and (v) to the extent not otherwise included, all Proceeds, products, accessions, rents and (xvi) all Proceeds profits of any of the Collateral and products of any and all of the foregoing (including, without limitation, and all insurance collateral security and claims for insurance effected or held for the benefit of such Assignor in guarantees given by any Person with respect thereof) (all to any of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”))foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, the security interests interest granted hereunder shall not cover any Assignor’s rightcover, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest thereinterm “Collateral” shall not include, (2i) Excluded Accounts or (ii) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderExcluded Collateral. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) 2.1 As collateral security for the prompt and complete payment and performance in full of all the Secured Obligations when due (whether at stated maturity, by each Assignor of all of such Assignor’s Obligationsacceleration or otherwise), each such Assignor does Grantor hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Administrative Agent for the benefit of the Secured PartiesParties a security interest in and lien on all of such Grantor's right, subject title and interest in, to and under the following, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located (all of which being hereinafter collectively called the "COLLATERAL"): (1) all Accounts; (2) all Chattel Paper; (3) all Contracts; (4) the Collateral Account; (5) all Collateral Records; (6) all Deposit Accounts; (7) all Documents; (8) all Equipment; (9) all Fixtures; (10) all General Intangibles; (11) all Intellectual Property; (12) all Interest Rate Agreements; (13) all Instruments; (14) all Insurance Policies; 238 (15) all Inventory; (16) all Money; (17) all Motor Vehicles; (18) all Receivables; (19) all Receivables Records; (20) all other tangible and intangible personal property; (21) all of the Security Collateral; and (22) all accessions and additions to any or all of the foregoing, all substitutions and replacements for any or all of the foregoing and all Proceeds or products of any or all of the foregoing. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor's rights or interests in (a) any item of Collateral or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of the license, contract or agreement underlying such item of Collateral, result in a breach of the terms of, or constitute a default under such license, contract or agreement to which such Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to Section 1.39-318(4) of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); PROVIDED, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a continuing security interest in, all of the rightsuch rights and interests as if such provision had never been in effect, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and more than 65% of the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital outstanding stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind issuer which is a Foreign Subsidiary if the subject pledge of this Agreement which any Assignor may acquire at any time during the continuation of this Agreementmore than such amount would have material adverse tax consequences for Company and its Subsidiaries.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s the Obligations, each such Assignor does hereby pledgesell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the ratable benefit of the Bank Creditors, the Interest Rate Protection Creditors and the Senior Noteholders, in each case to the extent from time to time holding Obligations of such Assignor secured hereunder (collectively, and together with the Collateral Agent, the "Secured Parties, subject to Section 1.3Creditors"), a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and Liens permitted under Section 9.01 of the Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iiiii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iviii) all Inventory, (viv) any cash collateral account the Cash Collateral Account established with respect to such for each Assignor and all moniesmoneys, securities and instruments deposited or required to be deposited in such cash collateral accountCash Collateral Account, (viv) all Equipment, (viivi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viiivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ixviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade Secretstrade secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiiiix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (xivother than the Pledged Securities and any other capital stock or promissory notes not required to be pledged pursuant to the Subsidiaries Pledge Agreement) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvix) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New "Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)"); provided, however, however that to the security interests granted hereunder shall not cover extent that any Assignor’s right, title and interest Contract may be terminated (in accordance with the terms thereof after giving effect to any (1applicable laws) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the event of granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of event 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 granting of a security interest in any Collateral (Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation of law shall exist, as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereundercase may be. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement. (c) If (i) a Bankruptcy Default or Notified Acceleration Event has occurred and is continuing or (ii) any other Event of Default or Acceleration Event has occurred and is continuing, but in the case of this clause (ii) only if, and to the extent that, the Collateral Agent (acting at the direction of the Required Secured Creditors) has given notice to any of the Assignors to take the actions specified below in this sentence, then in either such case all cash Proceeds of, and cash payments received in respect of, Collateral shall be paid by such Assignor (or the respective payor) directly to the Cash Collateral Account or as otherwise directed by the Collateral Agent. At any time while the circumstances described in the immediately preceding sentence do not exist, all cash payments received in respect of the Collateral (including without limitation all payments received in respect of Receivables and Contracts, or in payment for sales of Inventory, but excluding cash Proceeds of sales of other Collateral unless the respective sale and release of Collateral is permitted pursuant to this Agreement and the Credit Agreement) shall be paid to the respective Assignor.

Grant of Security Interests. (a) As collateral Subject to 1.1(c) and Section 1.1(d), as security for the prompt and complete payment and performance when due (whether at stated maturity, by each Assignor acceleration or otherwise) of all of such Assignor’s its Obligations, each such Assignor does in order to induce the Secured Creditors to enter into the Note Purchase Agreement the Assignors do hereby pledge, assign and transfer unto the Collateral Agent, and does do hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such each Assignor in, to and under all of the following, following (in each case whether now existing or hereafter from time to time acquired: ): (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every ReceivableAccount (other than Accounts pledged by each Assignor to any Person advancing funds under a bona fide receivables-based, purchase order-based, or inventory-based line offered under its factoring arrangement or similar financing scheme (each a "Collateralized Line of Credit")); (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all computer programs of the Assignors and all intellectual property rights therein and all other proprietary information of the Assignors, including but not limited to Trade Secret Rights; (v) all Contracts, together with all Contract Rights arising thereunder, including, without limitation, joint venture agreements, partnership agreements, and all equity and debt securities and limited liability company agreements (other interests in than Contracts or Contract Rights pledged to any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, Person advancing funds under a Collateralized Line of Credit); (vi) all Copyrights; (vii) all Equipment, except for such Equipment as listed in Schedule I; (viiviii) all Documents (other than Documents pledged to any Person advancing funds under a Collateralized Line of Credit); (ix) all Equipment in the name of any subsidiary of Assignors not otherwise already pledged; (x) all General Intangibles; (xi) all Goods; (xii) all Instruments not otherwise pledged pursuant to the Collateralized Line of Credit (other than Instruments pledged to any Person advancing funds under a Collateralized Line of Credit); (xiii) all Inventory created after the date hereof and pledged to any Person advancing funds under a Collateralized Line of Credit; (xiv) all Investment Property; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor the Assignors symbolized by the Marks, ; (viiixvi) all Patents and Copyrights, except for sublicenses or licenses; (xvii) all Permits; (xviii) all Software and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof)Software licensing rights, all other Intercompany Notes writings, plans, specifications and schematics, all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordsengineering drawings, customer lists, ledger cards, credit files, print-outsgoodwill and licenses, and other materials and records pertaining to all recorded data of any kind or nature, regardless of the foregoing, whether now owned or hereafter acquired, medium of recording; (xiiixix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Supporting Obligations; (xivxx) all manuals, training material, diagrams, know how and other personal property of such Assignor, whether now owned necessary or hereafter acquired, useful materials to utilize Assignors' trade secrets and other business intangibles; and (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New "Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement"), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreement, to the extent that the Lender (except 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereundernoted below. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of which the kind Assignors may acquire, or with respect to which is the subject of this Agreement which any Assignor Assignors may acquire obtain rights, at any time during the continuation term of this AgreementAgreement except as described below. (c) Notwithstanding anything to the contrary set forth herein, the Collateral shall not include any interest in the assets set forth on Schedule 1.1(c). (d) The Assignors will be allowed to enter into a Collateralized Line of Credit and to grant first-priority security interests in their accounts receivable purchase orders and inventory created after the date hereof to secure such Collateralized Line of Credit, provided that (i) at least fifty percent (50%) (in dollar terms of the principal amount) of the holders of Notes approve such Collateralized Line of Credit in writing, and (ii) the advance rate of such Collateralized Line of Credit shall be at least sixty percent (60%) of the value of the Collateral so pledged. Any assets so pledged shall not constitute Collateral if and to the extent so pledged.

Grant of Security Interests. (a) As collateral security for the prompt payment of the Obligations and complete payment all Post-Petition Interest and performance when due by each Assignor of all of such Assignor’s Expense Claims (collectively, the "Secured Obligations"), each such Assignor does Grantor hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant assigns to the Collateral Agent Secured Party for the benefit of the Beneficiaries, and grants Secured Parties, subject to Section 1.3, a continuing Party for the benefit of the Beneficiaries security interest interests in, all of the such Grantor's right, title and interest in and to the following types or items of such Assignor inproperty, to and under all of the following, in each case whether now or hereafter existing or owned by such Grantor or in which such Grantor now owns or hereafter from time to time acquired: acquires an interest and wherever the same may be located (collectively, the "Collateral"): (i) all cashInventory, deposit accountsincluding specifically all raw materials, securities accountswork-in-process, depositsfinished goods, securities supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and insurance policies now returned or at any time hereafter repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in the possession transit or under control of such Assignor or its respective bailees and any interest therein, otherwise, (ii) each all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and every Receivableother equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory, (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Accounts, (iv) all Inventory, Chattel Paper, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, Documents, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein Instruments and all other proprietary informationClaims that are in any respect evidenced or represented by any writing, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all including specifically the Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof3.1(b), all other Intercompany Notes and all other promissory notes which are pledged to writings evidencing or representing a Claim against the Collateral Agent Borrower, Holdings or otherwise become a part of the Collateral; any Borrower Subsidiary or any other Person, (Bvii) all shares of capital stock Securities, whether constituting Certificated Securities or Uncertificated Securities, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof3.1(b) and all other shares of capital stock or other equity interests; Equity Interests and all Permitted Investments, (Cviii) all Stock Rightsmoney, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit, (xiiix) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, including specifically (xiva) all other personal the property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreementdescribed on Schedule 3.1(c), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B all registered and the certificates representing the Pledged Stock listed on Schedule C unregistered trademarks and servicemarks and all trademark and service ▇▇▇▇ license agreements to which any Grantor is a party (other than the shares of capital stock of Foreign Subsidiaries which are not certificatedwhether as licensor or licensee) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. all Claims (including infringement claims) relating thereto, (c) The assignments all patents and security interests under this Agreement granted patent applications and all patent license agreements to the Collateral Agent shall not relieve which any Assignor from the performance of any termGrantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend all registered and unregistered copyrights and all copyright license agreements to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto,

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s Obligations, each such Assignor does Each Grantor hereby pledge, assign and transfer unto grants to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, a continuing security interest in, in all of the such Grantor’s right, title and interest of such Assignor in, in and to and under all of the following, whether following property now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the possession future may acquire any right, title or under control interest (collectively, the “Collateral”), as collateral security for the payment or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise), of such Assignor or its respective bailees and any interest therein, the Obligations: (ii) each and every Receivable, (iiia) all ContractsAccounts; (b) all cash, together with Cash Equivalents and Deposit Accounts; (c) all Contract Rights arising thereunderChattel Paper; (d) all Commercial Tort Claims described on Schedule 6 (as such schedule may be supplemented from time to time pursuant to Section 8.14(b)); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, and including contract rights; (i) all equity and debt securities and other interests in any and Instruments, including the Pledged Notes; (j) all Unrestricted Subsidiaries, Intellectual Property; (ivk) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vil) all Equipment, Investment Property; (viim) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Letter-of-Credit Rights; (viiin) all Patents and Copyrights, and all reissues, renewals or extensions thereof, other Goods; (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xiio) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to the Collateral; and (p) to the extent not otherwise included, all Proceeds and products of any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds Collateral and products of any and all of the foregoing (including, without limitation, and all insurance collateral security and claims for insurance effected or held for the benefit of such Assignor in guarantees given by any Person with respect thereof) (all to any of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”))foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in, and Collateral shall not include, (i) any leasehold interest in real property (and any Fixtures relating thereto) and any Fixtures relating to any owned real property to the extent that the Collateral Agent is not entitled to a security interest with respect to such owned real property under the terms of the Credit Agreement; (ii) motor vehicles and other assets subject to certificates of title; (iii) pledges and security interests granted hereunder shall prohibited by any Requirement of Law of a Governmental Authority; (iv) Capital Stock in any person other than wholly owned Restricted Subsidiaries to the extent (A) not cover permitted by the terms of such person’s organizational or joint venture documents or (B) that the grant of a security interest therein would require the consent of any Assignor’s right, title and Person who owns such Capital Stock (other than Holdings or any of its Affiliates) which consent has not been obtained; (v) assets to the extent a security interest in such assets would result in material adverse tax consequences (including as a result of the operation of Section 956 of the IRS Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Borrower; (1vi) Contract, any lease, license or other agreement which by its terms expressly prohibits in agreement, any asset embodying rights, priorities or privileges granted under such leases, licenses or agreements, or any property subject to a legally valid manner purchase money security interest or similar arrangement to the granting extent that a grant of a security interest thereintherein would violate, breach or invalidate such lease, license or agreement or purchase money arrangement or create a right of acceleration, modification, termination or cancellation in favor of any other party thereto (2other than any Grantor) after giving effect to the applicable anti-assignment provisions of the New York UCC other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the New York UCC notwithstanding such prohibition; (vii) those assets as to which the Administrative Agent and the Borrower reasonably agree that the cost of obtaining such a security interest or perfection thereof is excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (viii) in excess of 65% of the voting Capital Stock of (A) any asset Foreign Subsidiaries or (B) any Foreign Subsidiary Holding Company; (ix) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the New York UCC; and (x) “intent-to-use” trademark applications (the foregoing described in clauses (ti) or through (ux) of Section 7.10(a) of the Credit Agreement (exceptare, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreementcollectively, 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 AgreementExcluded Collateral”)) has consented to the grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance Borrowers’ obligations to pay the Lender Debt when due by each Assignor of all of such Assignor’s Obligationsand payable and their indemnification obligations to the Lender Group hereunder, each such Assignor does Loan Party hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Agent Lender for the benefit of the Secured Parties, Lender Group a first-priority Lien (subject only to Section 1.3, a continuing Permitted Liens) on and security interest in, in and right of set-off against all of the rightrights, title and interest of such Assignor in, Loan Party in and to and under all of the followingfollowing assets of such Loan Party, whether now existing or hereafter from time to time acquired: acquired or arising, and wherever located (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in of the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iii) all Contractsfollowing, together with all Contract Rights arising thereunderother collateral provided by the Loan Parties under the other Loan Documents as security for the Lender Debt, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, the “Collateral”): (iv1) all Inventory, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoingReceivables, whether now owned or hereafter acquired; (2) to the maximum extent permitted by law, all deposit accounts of such Loan Party, including, without limitation, each Lockbox and each Lockbox Account, and amounts held therein; (xiii3) all other Goodsmoney and cash, General Intangibles, Chattel Paper, Documents including all Collections but excluding any money and Instruments, cash deposited in Foreign Deposit Accounts; (xiv4) all Records relating to items (1) through (3) above; (5) all general intangibles (excluding general intangibles consisting of patents, trademarks, patent and trademark applications, copyrights, trade names and other personal intellectual property but including proceeds and products of such Assignorgeneral intangibles and any royalties and Receivables arising from the licensing of any such intellectual property to Qiagen pursuant to the license agreement entered into with Qiagen in 2005 (as such license is amended, whether now owned restated, replaced or hereafter acquiredotherwise modified)), including franchise rights, licenses and Federal, state and local tax refund claims of all kinds; (xv6) all documents goods, including without limitation all machinery, equipment, fixtures and all other tangible personal property, as well as all of title evidencing or issued such types of property leased and all rights and interests with respect thereto under such leases (including, without limitation, options to purchase), together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; (xvi7) all Proceeds inventory and products documents of any and title relating thereto; (8) all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit AgreementContracts, to the extent that not included in the Lender definition of Receivables; (as defined in that certain 9) all instruments, investment property, securities, security entitlements and securities accounts; (10) all Equity Interests held by each Loan Party; (11) all Records relating to items (5) through (10) above; and (12) all proceeds of any kind or nature of the foregoing. This 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 will be deemed to the grant by Huntsman Headquarters Corporation of be a security interest in any Collateral (as defined in agreement within the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) meaning of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and UCC. Notwithstanding the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to foregoing, the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before does not include the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such mattersLife Technologies Commercial Tort Claim. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims; (vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, any of the foregoing; (vixi) all Equipment, Documents; (viixii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (viiixix) all Patents and Copyrights, Patents; (xx) all Permits; (xxi) all Software and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof)Software licensing rights, all other Intercompany Notes writings, plans, specifications and schematics, all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordsengineering drawings, customer lists, ledger cards, credit files, print-outsgoodwill and licenses, and other materials and records pertaining to all recorded data of any kind or nature, regardless of the foregoing, whether now owned or hereafter acquired, medium of recording; (xiiixxii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Supporting Obligations; and (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxiii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New "Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement"), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the continuation term of this Agreement. (c) Notwithstanding clauses (a) and (b) of this Section 1.1, the payment and performance of the Obligations shall not be secured by: (i) any contract, license, permit or franchise that validly prohibits, restricts or requires the consent of a third party for the creation by such Assignor of a security interest in such contract, license, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, permit or franchise) except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; or (ii) any rights or property to the extent that any valid and enforceable law, statute or regulation applicable to such rights or property prohibits, restricts or requires the consent of a third party for the creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided, that, notwithstanding the foregoing in this subsection 1.1(c), (x) any such contract, license, permit, franchise, rights and property described above shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor and (y) any right to payment or other monies due under any such contract, license, permit, franchise, rights or property described above shall not be excluded from the Collateral and shall at all times be subject to the security interest created pursuant to this Agreement.

Grant of Security Interests. (a) As collateral security Each Grantor hereby unconditionally grants, assigns and pledges to the Administrative Agent, for the prompt benefit of itself and complete payment and performance when due by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the ratable benefit of the Secured Parties, subject to Section 1.3, a continuing security interest in(the “Security Interest”) in all personal property of such Grantor whether now owned or hereafter acquired or arising and wherever located, all of the including but not limited to such Grantor’s right, title and interest of such Assignor in, in and to and under all of the following, whether now existing or hereafter from time to time acquired: following (the “Collateral”): (i) all cashAccounts; (ii) Books; (iii) Chattel Paper (whether tangible or electronic); (iv) Commercial Tort Claims; (v) Money, deposit accountsCash Equivalents, securities accounts, deposits, securities and insurance policies or other assets of such Grantor that now or at hereafter come into the possession, custody or control of the Administrative Agent (or its agent or designee); (vi) Documents, including all negotiable and nonnegotiable Documents covering any time Inventory, Equipment or other Collateral; (vii) General Intangibles (including, without limitation, all Payment Intangibles and Intellectual Property); (viii) Inventory, Equipment, Fixtures and other Goods (including all software, whether or not the same constitutes embedded software, used in the operation thereof); (ix) Rights under insurance contracts covering any Inventory, Equipment, Documents or other Collateral; (x) Instruments (including, without limitation, all Promissory Notes); (xi) Investment Property and any interests in Capital Stock, Equity Interests and Indebtedness; (xii) Letter-of-Credit Rights; (xiii) Pledged Collateral; (xiv) Deposit Accounts; (xv) Securities Accounts; (xvi) Commodities Accounts; (xvii) Supporting Obligations; (xviii) All other tangible and intangible personal property of each Grantor (whether or not subject to the UCC), including, without limitation, all bank and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of a Grantor described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by such Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation, all tapes, disks, cards, Software, data, computer programs, and instructions for execution by a computer processor (including the code in such Software, computer programs, or instructions) in the possession or under the control of such Assignor Grantor or its respective bailees and any interest therein, (ii) each and every Receivable, (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, Person from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent time acting for such Grantor that at any time evidence or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining contain information relating to any of the foregoing, whether now owned property described in the preceding clauses of this Section 2 or hereafter acquired, are otherwise necessary or helpful in the collection or realization thereof; and (xiiixix) all other GoodsProceeds, General Intangiblesincluding all Cash Proceeds and Noncash Proceeds, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds and products of any and all of the foregoing Collateral; in each case, howsoever the Grantor’s interest therein may arise or appear (includingwhether by ownership, without limitationSecurity Interest, all insurance and claims for insurance effected claim or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreementotherwise), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered Notwithstanding anything herein to the Collateral Agent together with appropriate undated note powers contrary, the term “Collateral” shall not include, and stock powers duly executed in blank on no Grantor is pledging or before the date hereof. Neither the Collateral Agent nor otherwise granting a Security Interest hereunder in, any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters.Grantor’s right, title or interest in the following assets (the “Excluded Assets”): (ci) The assignments Light trucks and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition other non-commercial passenger motor vehicles; owned or agreement on leased by such Assignor’s part to be performed Grantor (ii) Any lease or observed under or sublease (whether in respect of any of personal property or Real Property) in which the Collateral pledged by it hereunder Grantor’s interest therein is solely as a lessee or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on sublessee; (iii) the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations Voting Stock of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such AssignorGrantor’s other obligations hereunder.Foreign Subsidiaries; and (div) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this AgreementExcluded Deposit Accounts.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex H hereto); (vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral accountany of the foregoing, excluding any Excluded Accounts; (vixi) all Equipment, Documents; (viixii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Promissory Notes; (xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xix) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; (viiixx) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same; (xxi) all Permits; (xxii) all Software and Copyrightsall Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all reissuesrecorded data of any kind or nature, renewals or extensions thereof, regardless of the medium of recording; (ixxxiii) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, Supporting Obligations; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xiixxiv) all books and recordsrecords relating to the items referred to in the preceding clauses (i) through (xxiii) (including all books, databases, customer lists, ledger cards, credit files, print-outsledgers, computer programs, printouts, customer data and records, whether tangible or electronic, and other computer materials and records pertaining (and all media on which such data, files, programs, materials and records are or may be stored) which contain any information relating to any of the foregoing, whether now owned or hereafter acquired, items referred to in the preceding clauses (xiiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, through (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, xxiii)); and (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxv) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral including this clause (as such term is defined in the Existing Security Agreementxxv), the “Collateral”). (b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. (c) Notwithstanding any of the other provisions set forth in this Section 1 to the contrary, the term Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in any (x) instrument, contract, license, permit or other General Intangible during the period in which under applicable law, such instrument, contract, license, permit or other General Intangible cannot be, or requires any consent (which has not been obtained) to be, pledged, transferred or assigned by Assignor, or to the extent that granting a security interest therein without a consent, waiver, or amendment (which has not been obtained) would result in a breach or default under, or give rise to a right by any party to terminate, the instrument, contract, license, permit or other General Intangible (in each case after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law); provided, however, that with respect to any potential Collateral described in this clause (c) requiring a consent, waiver or amendment prior to the effective grant of a security interests granted hereunder interest, the affected Assignor shall not cover any Assignor’s righthave used commercially reasonable efforts to obtain such consent, title waiver or amendment and interest in any (1) Contractsuch instrument, leasecontract, license license, permit or other agreement which by its terms expressly prohibits General Intangible shall become part of the Collateral immediately upon obtaining such required consent, waiver or amendment or upon a relevant change in applicable law and provided that that Proceeds of the such instrument, contract, license, permit or other General Intangible shall constitute Collateral as defined in this Agreement, (y) any “intent-to-use” application for registration of a legally valid manner M▇▇▇ filed pursuant to Section 1(b) of the granting L▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the L▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the L▇▇▇▇▇ Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest thereintherein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, or (2z) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderExcluded Equity Interests. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims; (vi) all proprietary information of such Assignor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, all recorded data of any kind or nature, regardless of the medium of recording and Trade Secret Rights; (vii) Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts and all equity other deposit, cash management and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, any of the foregoing; (vixi) all Equipment, Documents; (viixii) all MarksGeneral Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks and Domain Names, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (viiixix) all Patents and Copyrights, Patents; (xx) all Permits; (xxi) all Software and all reissues, renewals or extensions thereof, Software licensing rights; (ixxxii) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, Supporting Obligations; and (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxiii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New "Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement"), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the continuation term of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, (I) in the event that any Assignor acquires an item of Collateral at any time following the date hereof, such Assignor may elect (which election shall be made by delivering written notice thereof to the Collateral Agent) that such Collateral shall not be required to be pledged pursuant to this Agreement as otherwise required above in this Section 1.1 so long as the book value or fair market value (as determined in good faith by the Borrower), whichever is greater, thereof is less than $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by the Borrower), whichever is greater, of all assets excluded from the security interests granted hereunder provided in this clause (c), exceed $5,000,000) and (II) this Agreement shall not constitute a grant of security interest in (i) any assets (including Equity Interests) to the extent that, as of the Effective Date, and for so long as, such grant of a security interest would violate a contractual obligation or applicable law binding on such asset, except to the extent the respective provisions of the contractual obligation or applicable law giving rise to such violation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (ii) any property of any person acquired by an Assignor after the Effective Date pursuant to Section 9.05(xxv) of the Credit Agreement if, and to the extent that, and for so long as, (A) such grant of security interest would violate applicable law or any contractual obligation binding upon such property and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such property in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint-venture that is a Subsidiary, except to the extent the respective provisions of the contractual obligation or applicable law giving rise to such violation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC); provided that each Assignor shall use its commercial reasonable efforts to avoid any such restriction described in this clause (ii) or (iii) rights in respect of any Letter of Credit to the extent any Assignor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose. (d) Notwithstanding anything to the contrary contained in this Agreement, the grant of a security interest hereunder in the Equity Interests of any Foreign Subsidiary by an Assignor (to the extent that such Assignor is not a Foreign Subsidiary) shall be limited solely to no more than 65% of the Voting Stock and 100% of the Non-Voting Stock of such Assignor's "first tier" Foreign Subsidiaries.

Grant of Security Interests. (a) As collateral security for the prompt --------------------------- and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iiiii) all Contracts, together with all Contract Rights arising thereunder, and (iii) all equity and debt securities and other interests in any and all Unrestricted SubsidiariesInventory, (iv) all InventoryEquipment, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viiivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ixvii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Secrets Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiiiviii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents Documents, Instruments and Instrumentsother assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (xivix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other personal property bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, whether now owned to or hereafter acquiredunder, or relating to, any license, permit or other authorization (xveach, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all documents of title evidencing rights incident or issued with respect appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of the foregoing, any FCC License); and (xvixii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New "Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement"), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation term of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such the Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such the Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of the Assignor, or in which or to which the Assignor has any rights, in each case whether now existing or hereafter from time to time acquired existing or hereafter from time to time acquired existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex H hereto); (vi) all computer programs of the Assignor and all intellectual property rights therein and all other proprietary information of the Assignor, including but not limited to Domain Names and Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in similar accounts maintained by the Assignor with any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, any of the foregoing; (vixi) all Equipment, Documents; (viixii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, ; (viiixix) all Patents and Copyrights, Patents; (xx) all Permits; (xxi) all Software and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof)Software licensing rights, all other Intercompany Notes writings, plans, specifications and schematics, all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordsengineering drawings, customer lists, ledger cards, credit files, print-outsgoodwill and licenses, and other materials and records pertaining to all recorded data of any kind or nature, regardless of the foregoing, whether now owned or hereafter acquired, medium of recording; (xiiixxii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Supporting Obligations; and (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxiii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral including this clause (as such term is defined in the Existing Security Agreementxxiii), the “"Collateral”")); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of which the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which the Assignor may obtain rights, at any time during the continuation term of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s Obligationsits Obligations (but subject to the proviso at the end of this Section 1.1(a)), each such Assignor Grantor does hereby pledgecollaterally assign (other than with respect to the personal property described in clauses (iv), assign (vi), (viii), (xi), (xviii) and transfer unto (xix) of this Section 1.1), pledge and grant to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; Table of Contents (ii) all Chattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper); (iii) all Commercial Tort Claims where the amount of damages claimed by such Grantor is at least $2,000,000, as described in Annex G hereto, as such annex may be updated from time to time pursuant to Section 5.2; (iv) all Software owned by such Grantor and Software licensing rights held by such Grantor, and all recorded data of any kind or nature, regardless of the medium of recording; (v) all Domain Names; (vi) all Trade Secret Rights; (vii) Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights together with all causes of action arising prior to or after the date hereof for infringement of any of the Copyrights, and any media that may contain works of authorship or copyrightable subject matter in which the Grantor holds Copyrights; (ix) all equity and debt securities and other interests in any and Documents; (x) all Unrestricted Subsidiaries, Equipment; (ivxi) all Fixtures; (xii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vixvi) all Equipment, Investment Property; (viixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing) in connection with letters of credit with a value in excess of $2,000,000; (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Grantor symbolized by the Marks, Marks and Table of Contents all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; (viiixix) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixturesPatents, together with accessions thereto and replacement parts therefor, all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same; (xi) (Axx) all Intercompany Notes described in Schedule B Permits; (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (Bxxi) all shares of capital stock described in Schedule C Supporting Obligations; (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xiixxii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to the Collateral; (xxiii) solely at such times and to the extent a Lien thereon has been granted to the ABL Agent or any of the foregoingother ABL Claimholder, whether now owned or hereafter acquiredall cash, Cash Equivalents, Deposit Accounts and Security Accounts; and (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxiv) all Proceeds (including cash and Cash Equivalents) and products of any and all of the foregoing (including, without limitation, and all insurance collateral security and claims for insurance effected or held for guarantees given by any Person with respect to any of the benefit of such Assignor in respect thereof) foregoing (all of the above, as limited below, collectively, the “New but excluding any Excluded Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.;

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, ; (iiiii) all Contracts, together with all Contract Rights arising thereunder, and ; (iii) all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Inventory; (iv) all Inventory, (v) the Cash Collateral Account and any other cash collateral account established with respect to for such Assignor for the benefit of the Secured Creditors and all moniesmoneys, securities and instruments deposited or required to be deposited in such cash collateral account, Cash Collateral Account; (viv) all Equipment, ; (viivi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (viiivii) all Patents and Copyrights, Copyrights and all reissues, renewals or and extensions thereof, ; (ixviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade Secrets, Secrets and Trade Secret Rights; (ix) all insurance policies; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments of such Assignor (xivother than the Pledged Securities); (xi) all other personal property of such Assignor, whether now owned or hereafter acquired, Permits; and (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New "Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement"), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement. (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term "Collateral" shall not include any Equipment subject to a purchase money Lien permitted under Section 9.01(iii) or (vii) of the Credit Agreement or a Lien securing Capital Lease Obligations permitted under Section 9.01(xiv) of the Credit Agreement, in each case to the extent, and only to the extent, that the instrument evidencing the purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, secured by such Lien expressly prohibits any other Lien on such Equipment and only for so long as such purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, remains or remain outstanding and upon the earlier of the termination of such prohibition or the satisfaction of such Indebtedness, such Equipment shall be included in the term "Collateral" without any further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.

Grant of Security Interests. Concessionaire hereby assigns and transfers (ai) As collateral security for all Project Accounts (other than the prompt Excluded Accounts) and complete payment all money from time to time held by the Security Trustee therein; (ii) all Assigned Agreements; (iii) all Chattel Paper; (iv) all Deposit Accounts (including each Project Account); (v) all Commercial tort claims from time to time specifically described on Appendix D hereto; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Instruments; (xi) all Intellectual Property; (xii) all Inventory; (xiii) all Investment Property; (xiv) all Project Revenues and performance when due by each Assignor of all of such Assignorcontracts or other rights to receive Project Revenues, including the Concessionaire’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, a continuing security interest in, all of the rightrights, title and interest of such Assignor in, in and to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein Concession Agreement and all other proprietary information, including, but not limited to, Trade Secrets, Material Project Contracts; (xxv) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, Letter-of-Credit Rights; (xixvi) Money; (Axvii) all Intercompany Notes described Governmental Approvals now or hereafter held in Schedule B the name of, or for the benefit of, Concessionaire; (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xiixviii) all books and recordsrecords pertaining to the Collateral; (xix) all insurance policies and all proceeds of insurance policies or condemnation proceedings received or receivable by the Concessionaire to the extent not used to repair or rebuild the Project, customer lists, ledger cards, credit files, print-outs, as may be permitted under the Concession Agreement and other materials and records pertaining Material Project Contracts; (xx) to the extent not otherwise included above, all other personal property relating to any of the foregoing; and (xxi) to the extent not otherwise included above, whether now owned or hereafter acquiredall Proceeds, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds Supporting Obligations and products of any and all of the foregoing (including, without limitation, and all insurance collateral security and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover guarantees given by any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights Person with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or foregoing; provided that in respect of any of such Collateral or impose any obligation on no event shall the Collateral Agent to perform or observe include any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunderExcluded Assets. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for In order to secure its [Canadian Secured Guarantor Obligations], the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, Parties a continuing security interest in, in all the following property of the right, title and interest of such Assignor in, to and under all of the followingLien Grantor, whether now owned or existing or hereafter from time acquired or arising and regardless of where located, but subject to time acquired: the exclusions in Section 2(b) (the "New Collateral"): (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest thereinAccounts, (ii) each and every Receivableall Chattel Paper, (iii) all Contractsdeeds, together with all Contract Rights arising thereunderdocuments, and all equity and debt securities writings, papers, books of account and other interests in any and all Unrestricted Subsidiariesbooks relating to or being records of debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable, (iv) all InventoryDocuments of Title (whether negotiable or not), (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral accountEquipment, (vi) all EquipmentGoods (including all parts, accessories, attachments, special tools, additions and accessions thereto), (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksInstruments, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereofInventory, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade SecretsIntangibles, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock Securities directly owned by the Lien Grantor and fixtures, together with accessions thereto and replacement parts thereforissued by a Material Canadian Subsidiary, (xi) (A) the Collateral Account, all Intercompany Notes described in Schedule B (as it may, financial assets credited to the Collateral Account from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, cash deposited therein from time to time, be supplemented in accordance with time and the terms hereofLiquid Investments made pursuant to Section 8(d) of the Guarantee and all other shares of capital stock or other equity interests; and (C) all Stock RightsSecurity Agreement, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance customer lists, credit files, computer programs, printouts and claims for insurance effected or held for the benefit other computer materials and records) of such Assignor in respect thereof) (all Lien Grantor pertaining to any of the above, as limited below, collectively, New Collateral and (xiii) all Proceeds of the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (tClauses 2(a)(i) or (uthrough 2(a)(xii) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderhereof. (b) The Pledged Intercompany Notes listed on Schedule B and New Collateral shall not include: (i) rights of the certificates representing the Pledged Stock listed on Schedule C (other than the shares Lien Grantor in respect of capital stock of Foreign Subsidiaries any property or asset which are not certificated) shall have been delivered is prohibited from being pledged to the Collateral Agent together with appropriate undated note powers as part of the New Collateral by any Permitted Encumbrances; (ii) Program Receivables and stock powers duly executed (A) security interests or liens and property subject thereto purporting to secure payment of such Program Receivables, (B) leases, guaranties, insurance and other arrangements supporting payment of such Program Receivables, (C) rights to payment and collections in blank on respect of such Program Receivables, (D) books, records and similar information relating to such Program Receivables or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights obligors thereon, (E) with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such termProgram Receivables, covenantthe transferee's interest in goods (including, condition without limitation, Equipment or agreement on Inventory) the sale of which gave rise to such Assignor’s part to be so performed Program Receivables and (F) if such Program Receivables arise from a lease financing or observed installment sale transaction, the Equipment or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which Inventory that is the subject of this Agreement which any Assignor may acquire at any time during the continuation underlying transaction and is transferred to a Receivables SPE; (iii) Transferred Intellectual Property; (iv) Federal and Provincial Government Receivables of this Agreement.the Lien Grantor;

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the First-Lien Collateral Agent, and does hereby pledge and grant to the First-Lien Collateral Agent Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash and Cash Equivalents; (iii) all Contracts, together with all Contract Rights arising thereunder, the Cash Collateral Account and all equity and debt securities monies, securities, Instruments and other interests investments deposited in any and all Unrestricted Subsidiaries, the Cash Collateral Account; (iv) all InventoryChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, Commercial Tort Claims; (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business computer programs of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, including but not limited toto all Software, and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (vii) all Domain Names; (viii) all Trade SecretsSecret Rights; (ix) Contracts, together with all Contract Rights arising thereunder; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, Copyrights; (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, Equipment; (xii) all books Deposit Accounts and recordsall other demand, customer listsdeposit, ledger cardstime, credit filessavings, print-outscash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other materials and records pertaining to investments deposited in any of the foregoing, whether now owned or hereafter acquired, ; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Documents; (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, General Intangibles; (xv) all documents of title evidencing or issued with respect to any of the foregoing, and Goods; (xvi) all Instruments; (xvii) all Inventory; (xviii) all Investment Property; (xix) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xx) all Marks; (xxi) all Patents; (xxii) all Permits; (xxiii) all Supporting Obligations; and (xxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (including, without limitation, all insurance and claims for insurance effected or held for except to the benefit of extent such Assignor in respect thereofproceeds would independently be excluded pursuant to said sentence) (all of the above, as limited belowthe "Collateral"). Notwithstanding anything to the contrary contained above, collectively, the “New Collateral” and, together with in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term is defined in the Existing Security Agreementcase of preceding clause (i) or (ii) , as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), the “Collateral”)); provided, however, that (x) the security interests granted hereunder hereunder, shall attach immediately to any portion of such lease, license, contact, property rights or agreement that does not cover any Assignor’s right, title and interest result in any of the consequences specified in (1i) Contractor (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, lease(b) any property or asset of Starpower Communications, license or other agreement which by its terms expressly LLC for so long as the organizational documents of such entity prohibits in a legally valid manner the granting of a security interest thereinin such property or asset; provided that a security interest shall attach immediately upon (and the exclusion to this clause (b) shall no longer apply at any time after) the consummation of the Starpower Acquisition, (2) any asset described in clauses (t) or (uc) the equity interests of Section 7.10(a(x) Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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 granting of a security interest in any Collateral such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (as defined in the Headquarters Loan Agreementy) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) more than 65% of the Credit Agreement Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall be required to be pledged hereunderpledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of any Foreign Corporation. (b) The Pledged Intercompany Notes listed on Schedule B and security interest of the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the First-Lien Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on under this Agreement extends to all Collateral which any Assignor may acquire, or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to which any Assignor may obtain rights, at any time during the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge term of such mattersthis Agreement. (c) The assignments and security interests under this Agreement granted Notwithstanding anything herein to the contrary, the relative rights and remedies of First-Lien Collateral Agent shall not relieve any Assignor from be subject to and governed by the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any terms of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Intercreditor Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation Intercreditor Agreement is in effect. In the event of this any inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect.

Grant of Security Interests. (a) As collateral Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the First-Lien Collateral Agent and the Second-Lien Collateral Agent, as security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Obligations, each such Assignor does hereby pledge, assign and transfer unto the Second-Lien Collateral Agent, and does hereby pledge and grant to the Second-Lien Collateral Agent Agent, for the benefit of the Secured Parties, subject to Section 1.3Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, Account; (ii) all cash and Cash Equivalents; (iii) all Contracts, together with all Contract Rights arising thereunder, the Cash Collateral Account and all equity and debt securities monies, securities, Instruments and other interests investments deposited in any and all Unrestricted Subsidiaries, the Cash Collateral Account; (iv) all InventoryChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, Commercial Tort Claims; (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business computer programs of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, including but not limited toto all Software, and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (vii) all Domain Names; (viii) all Trade SecretsSecret Rights; (ix) Contracts, together with all Contract Rights arising thereunder; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, Copyrights; (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, Equipment; (xii) all books Deposit Accounts and recordsall other demand, customer listsdeposit, ledger cardstime, credit filessavings, print-outscash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other materials and records pertaining to investments deposited in any of the foregoing, whether now owned or hereafter acquired, ; (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Documents; (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, General Intangibles; (xv) all documents of title evidencing or issued with respect to any of the foregoing, and Goods; (xvi) all Instruments; (xvii) all Inventory; (xviii) all Investment Property; (xix) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xx) all Marks; (xxi) all Patents; (xxii) all Permits; (xxiii) all Supporting Obligations; and (xxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (including, without limitation, all insurance and claims for insurance effected or held for except to the benefit of extent such Assignor in respect thereofproceeds would independently be excluded pursuant to said sentence) (all of the above, as limited belowthe "Collateral"). Notwithstanding anything to the contrary contained above, collectively, the “New Collateral” and, together with in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term is defined in the Existing Security Agreementcase of preceding clause (i) or (ii) , as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), the “Collateral”)); provided, however, that (x) the security interests granted hereunder hereunder, shall attach immediately to any portion of such lease, license, contact, property rights or agreement that does not cover any Assignor’s right, title and interest result in any of the consequences specified in (1i) Contractor (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, lease(b) any property or asset of Starpower Communications, license or other agreement which by its terms expressly LLC for so long as the organizational documents of such entity prohibits in a legally valid manner the granting of a security interest thereinin such property or asset; provided that a security interest shall attach immediately upon (and the exclusion to this clause (b) shall no longer apply at any time after) the consummation of the Starpower Acquisition, (2) any asset described in clauses (t) or (uc) the equity interests of Section 7.10(a(x) Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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 granting of a security interest in any Collateral such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (as defined in the Headquarters Loan Agreementy) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) more than 65% of the Credit Agreement Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall be required to be pledged hereunderpledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of any Foreign Corporation. (b) The Pledged Intercompany Notes listed on Schedule B and security interest of the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Second-Lien Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on under this Agreement extends to all Collateral which any Assignor may acquire, or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to which any Assignor may obtain rights, at any time during the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge term of such mattersthis Agreement. (c) The assignments and security interests under this Agreement granted Notwithstanding anything herein to the contrary, the relative rights and remedies of Second-Lien Collateral Agent shall not relieve any Assignor from be subject to and governed by the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any terms of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Intercreditor Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation Intercreditor Agreement is in effect. In the event of this any inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority security interest (asubject to liens (i) As permitted under Section 7.3 of the Credit Agreement and (ii) in existence on the date hereof or otherwise having senior priority by operation of law) in all of the real and personal property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit acceleration or otherwise) of the Secured PartiesObligations, subject to Section 1.3including, a continuing security interest in, without limitation: (a) all of the right, title and interest of such Assignor in, to and under Accounts; (b) all of the following, whether now existing or hereafter from time to time acquired: Chattel Paper; (c) all Commercial Tort Claims; (d) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, Goods; (ii) each and every Receivable, (iiij) all ContractsInstruments; (k) all Intellectual Property, together with all Contract Rights arising thereunderCopyright Licenses, Trademark Licenses and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Patent Licenses; (ivl) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vim) all Equipment, Investment Property (viiincluding all Pledged Collateral); (n) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Letter-of-Credit Rights; (viiio) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Money; (ixp) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials Books and records pertaining to any of the foregoing, whether now owned or hereafter acquired, Collateral; (xiiiq) all other Goodsproperty not otherwise described above; and (r) to the extent not otherwise included, General Intangiblesall Proceeds, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds Supporting Obligations and products of any and all of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include, any Excluded Assets. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences; and provided, further, that the foregoing shall not be deemed to limit, impair, or otherwise affect the Administrative Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interest of any Grantor in or to (i) monies due or to become due under or in connection with any described contract, lease, permit, license or license agreement (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreementany Receivables or Proceeds of Inventory), or (ii) any Proceeds from the “Collateral”)); providedsale, howeverlicense, that the security interests granted hereunder shall not cover lease or other disposition of any Assignor’s right, title and interest in any (1) Contractsuch contract, lease, permit, license or other agreement which by its terms expressly prohibits license agreement; and provided, further, that no United States intent-to-use trademark or service ▇▇▇▇ application shall be included in a legally valid manner the granting Collateral to the extent that, and solely during the period in which, the grant of a security interest thereintherein would impair the validity or enforceability of such intent-to-use trademark or service ▇▇▇▇ application under Federal law. After such period, (2) any asset described each Grantor acknowledges that such interest in clauses (t) such trademark or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreement, service ▇▇▇▇ application shall be subject 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 favor of the Administrative Agent and shall be included in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunderCollateral. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for To secure the prompt and complete payment and performance in full when due due, whether by each Assignor lapse of time, acceleration, mandatory prepayment or otherwise, of all of such Assignor’s the Secured Obligations, each such Assignor Debtor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3, a continuing security interest in, and a right to set off against, any and all of the right, title and interest of such Assignor Debtor in, to and under all of the following, whether now owned or existing or hereafter from time to time acquired: owned, acquired or arising: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, including, without limitation, all Accounts; (ii) all cash; (iii) any Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in any Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims; (vi) all computer programs of such Debtor and all intellectual property rights therein and all other proprietary information of such Debtor, including but not limited to Domain Names and Trade Secret Rights; (vii) all Commodities Accounts; (viii) all Contracts, together with all Contract Rights arising thereunder, ; (ix) all Copyrights; (x) all Equipment; (xi) all Deposit Accounts and all equity other demand, deposit, time, savings, cash management, passbook and debt securities and other interests in similar accounts maintained by such Debtor with any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such cash collateral account, any of the foregoing; (vixii) all EquipmentDocuments; (xiii) all General Intangibles, including, without limitation, all Payment Intangibles; (viixiv) all Goods and Accessions; (xv) all Instruments; (xvi) all Inventory; (xvii) all Investment Property; (xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xix) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Debtor symbolized by the Marks, ; (viiixx) all Patents Patents; (xxi) all Permits; (xxii) all Securities, Securities Accounts and Copyrights, Security Entitlements; (xxiii) all Software and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof)Software licensing rights, all other Intercompany Notes writings, plans, specifications and schematics, all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and recordsengineering drawings, customer lists, ledger cards, credit files, print-outsgoodwill and licenses, and other materials and records pertaining to all recorded data of any kind or nature, regardless of the foregoing, whether now owned or hereafter acquired, medium of recording; (xiiixxiv) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Supporting Obligations; and (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvixxv) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which any Assignor Debtor may acquire at any time during the continuation of this Agreement. Notwithstanding anything to the contrary contained herein, the Collateral shall at no time include any items which would at such time constitute Excluded Collateral.

Grant of Security Interests. (a) As collateral security for In order to secure the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s Obligationsthe Secured Obligations in accordance with the terms thereof, each such Assignor does Debtor hereby pledge, assign and transfer unto the Collateral grants to Agent, and does hereby grant to the Collateral Agent for the benefit of Agent and the Secured Parties, subject to Section 1.3Lenders, a continuing security interest in, in and to all of the right, title and interest of such Assignor in, to and under all of Debtor in the followingfollowing property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (A) Accounts; (B) Inventory; (C) General Intangibles, other than those agreements, leases, licenses and contracts to which a Debtor is or may be a party which by their terms prohibit the assignment thereof without the consent of the other party thereto to the extent any necessary consents shall not have been obtained (collectively, "Non- Assignable Contracts"); (D) Documents; (E) Instruments; (F) Equipment, other than Equipment subject to purchase money Liens permitted by the Credit Agreement which prohibit the granting of subordinate Liens; (G) Fixtures; (H) Investment Property; (I) Any Depositary Account and all other deposit accounts of such Debtor maintained with any bank or financial institution; (J) All cash deposited therein from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter other monies and property of such Debtor in the possession or under the control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; any Lender; (BK) all shares of capital stock described in Schedule C (as it mayAll books, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outscorrespondence, computer programs, tapes, disks and other materials and records pertaining related data processing software that at any time evidence or contain information relating to any of the foregoing, whether now owned property described in subparts (A) - (J) above or hereafter acquired, are otherwise necessary or helpful in the collection thereof or realization thereon; and (xiiiL) Proceeds of all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the property described in subparts (A) - (K) above. Notwithstanding the foregoing, so long as no Event of Default has occurred and (xvi) all Proceeds is continuing, such Debtor shall have the exclusive, non-transferable right and products of any and all of license to use the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B Intellectual Property and the certificates representing the Pledged Stock listed on Schedule C (exclusive right to grant to other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers Persons licenses and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights sublicenses with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such mattersIntellectual Property. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for The Debtor hereby assigns and pledges to --------------------------- the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral AgentSecured Party, and does hereby grant its successors and assigns, and grants to the Collateral Agent for the benefit of the Secured PartiesParty, subject to Section 1.3and its successors and assigns, a continuing perfected lien and security interest, prior to all other liens and security interests (except for Permitted Encumbrances, but only to the extent permitted by the Credit Agreement) and continues the grant of lien and security interest under the Prior Security Agreement, on and in, all of the rightDebtor's property described below, title whether now owned or existing or hereafter acquired, arising or created, and interest all of the Debtor's rights, titles and interests in and to and relating to all such Assignor property, wherever located, and all products thereof and all proceeds derived therefrom (including, without limitation, proceeds of insurance): (i) All of Debtor's Accounts (whether or not Qualified Accounts), Chattel Paper, Documents, Instruments, and Money, including without limitation all Special Collateral (as defined in Section 3(vii) hereof); (ii) All of the Debtor's Equipment, Fixtures, Goods and Inventory (whether or not work-in-progress) and all accessories, accessions, attachments, modifications, parts, fittings and special tools thereto, thereof or therefor; (iii) All of the Debtor's General Intangibles, including, without limitation, all of the Debtor's patents, trademarks, trade names, copyrights, franchises, licenses, royalty agreements, applications for any of the foregoing, goodwill, rights to require performance of others, choses in action, causes of action, corporate or other business records, inventions, designs, trade secrets, registrations, tax refund claims, computer programs, options, claims, going concern value, contract rights, customer lists, leases to which the Debtor is a party and any guarantee claim, security interests or other security held by or granted to the Debtor to secure payment by any party of a sum or debt owed to the Debtor or the rights of the Debtor as the consignor of Inventory; (iv) To the extent the terms of an agreement of the Debtor with a third party permit, all of the rights of the Debtor to and under any and all royalty, licensing, franchise or know-how agreements to which the Debtor is a party; (v) All money, residues and property of any kind of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies Debtor now or at any time hereafter delivered to, or in the possession or under the control of, the Secured Party or an agent or a bailee of the Secured Party; (vi) All accessories, accessions, attachments, modifications, parts, fittings and special tools to, of or for, and all substitutions, replacements, renewals, additions and improvements to, of or for any of the collateral listed in items (i) through (v) above; (vii) All products and proceeds of any of the collateral listed in items (i) through (vi) above, including, without limitation, all proceeds of insurance policies insuring the aforesaid collateral and documents covering the aforesaid collateral, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection or any other temporary or permanent disposition or encumbrance of such Assignor items (or its respective bailees and any part thereof) or any interest therein, (ii) each and every Receivable, (iii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests whether or not constituting "proceeds" as defined in any and all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Uniform Commercial Code; and (viii) all Patents All books, records, documents, ledger receipts and Copyrights, and all reissues, renewals or extensions thereof, (ix) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part information of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records Debtor pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance customer lists, credit files, computer records, computer programs, storage media and claims for insurance effected computer software used or held for required in connection with the benefit establishment, generation, processing, maintenance or storage of such Assignor books, records or documents or otherwise used or acquired in respect thereofconnection with documenting information pertaining to any of the aforesaid collateral. All of the Debtor's property described in items (i) through (viii) above, both inclusive, as well as all products and proceeds thereof and all of the aboveDebtor's rights, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined titles and interests in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend relating to all Collateral of such property, whether now owned or existing or hereafter acquired or created, are hereinafter referred to collectively and individually as the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement"Collateral".

Grant of Security Interests. (a) As Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by each Assignor of all of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit acceleration or otherwise) of the Secured Parties, subject to Section 1.3, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, Obligations (whether now existing or hereafter from time to time acquired: arising hereafter): (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, Goods; (ii) each and every Receivable, (iiij) all Contracts, together with Instruments; (k) all Contract Rights arising thereunder, Intellectual Property and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Intellectual Property Licenses; (ivl) all Inventory, ; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vim) all Equipment, Investment Property (viiincluding all Pledged Collateral); (n) all MarksLetter-of-Credit Rights; Letters of Credit (as defined in the UCC), together with Promissory Notes (as defined in the registrations and right to all renewals thereofUCC), and Drafts (as defined in the goodwill of the business of such Assignor symbolized by the Marks, UCC); (viiio) all Patents and Copyrights, and all reissues, renewals or extensions thereof, Money; (ixp) all computer programs and all intellectual property rights therein and all other proprietary information, including, but not limited to, Trade Secrets, Receivables; (xq) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials Books and records pertaining to any of the foregoing, whether now owned or hereafter acquired, Collateral; (xiiir) all other Goodsproperty not otherwise described above; and (s) to the extent not otherwise included, General Intangiblesall Proceeds, Chattel Paper, Documents and Instruments, (xiv) all other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the foregoing, and (xvi) all Proceeds Supporting Obligations and products of any and all of the foregoing (including, without limitation, and all insurance and claims for insurance effected or held for the benefit of such Assignor in collateral security given by any Person with respect thereof) (all to any of the above, as limited below, collectively, the “New Collateral” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”))foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests granted hereunder created by this Agreement shall not cover extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Assignor’s right, title and interest in Excluded Assets nor any (1) Contract, lease, license or other agreement assets as to which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) is not granted pursuant to this Section 3 .1. Notwithstanding any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit other provisions set forth in this Section 3, this Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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 shall not constitute a grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the Headquarters Loan Agreementtermination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) hereunder); to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) conditions of the Credit Agreement to be pledged hereunder. or (bii) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or extent severable, shall attach immediately to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any portion of the Collateral pledged that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by it hereunder or from any liability to any Person under or in respect of any a UK Security Document, the provisions of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such termUK Security Document shall govern, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent unless otherwise provided for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereundertherein. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of such Assignor’s its Applicable Obligations, each such Assignor does hereby pledgesell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Parties, subject to Section 1.3Creditors as their interests may appear, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, ; (iiiii) all Contracts, together with all Contract Rights arising thereunder, and ; (iii) all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, Inventory; (iv) all Inventory, Equipment; (v) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks; (vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (viiivii) all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, ; (ixviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary informationinformation of such Assignor, including, but not limited to, Trade Secrets, Secrets Rights; (ix) all insurance policies; (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments, ; (xi) all Permits; (xii) all cash; (xiii) all Commercial Tort Claims; (xiv) all Deposit Accounts and all other personal property demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of such Assignor, whether now owned or hereafter acquired, the foregoing; (xv) all documents Investment Property; (xvi) all Letter-of-Credit Rights (whether or not the respective letter of title evidencing credit is evidenced by a writing); (xvii) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or issued with respect to any nature, regardless of the foregoing, and medium of recording; (xvixviii) all Supporting Obligations; and (xix) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited belowincluding this clause (xix), collectively, the “New "Collateral” and, together with "); provided that the Collateral that secures the New Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary or of any Principal Property of the Borrower or any Restricted Subsidiary (as such term is defined in the Existing Security Agreement"Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the “Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the New Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignor. (b) Notwithstanding anything contained herein to the contrary, "Collateral”)); provided, however, that the security interests granted hereunder " shall not cover include any Assignor’s rightCopyright, title and interest in any (1) Contract▇▇▇▇, leasePatent, Trade Secret, computer program or Software to the extent such property is subject to a license or other agreement the terms of which by its terms expressly prohibits in a legally valid manner prohibit an assignment of, or the granting of a security interest thereinin, (2) any asset described in clauses (t) such Assignor's rights thereunder or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) 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 such Assignor's grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit this Agreement to be pledged hereunder. (b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C would give any party thereto (other than such Assignor) the shares right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered the security interest pursuant to the Collateral Agent together with appropriate undated note powers and stock powers duly executed this Agreement in blank on any account or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve money or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock other amounts due or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters. (c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder. (d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.become due