$150,000,000

     

    RECEIVABLES
PURCHASE AGREEMENT

     

    Dated
as of January 23, 2009

     

    among

     

    CHEMTURA
RECEIVABLES LLC,

     as the Seller,

     

    CHEMTURA
CORPORATION

    as the Servicer,

     

    THE
BANKS AND OTHER FINANCIAL INSTITUTIONS PARTY HERETO,

    as Purchasers,

     

    CITICORP
USA, INC.,

    as Agent,

     

    CITIGROUP
GLOBAL MARKETS INC.,

    as Arranger

     

    and

     

    THE
ROYAL BANK OF SCOTLAND PLC,

    as
Syndication Agent

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
OF CONTENTS

     

    
      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    ARTICLE
      I

                  	 
      
	 
      	 
      	 
      
	
                    DEFINITIONS

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      1.01

                  	
                    Certain
      Defined Terms

                  	
                    1

                  
	
                    SECTION
      1.02

                  	
                    Other
      Terms

                  	
                    28

                  
	
                    SECTION
      1.03

                  	
                    Computation
      of Time Periods

                  	
                    28

                  
	 
      	 
      	 
      
	
                    ARTICLE
      II

                  	 
      
	 
      	 
      	 
      
	
                    AMOUNTS
      AND TERMS OF THE PURCHASES

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      2.01

                  	
                    Commitment

                  	
                    28

                  
	
                    SECTION
      2.02

                  	
                    Making
      Purchases

                  	
                    29

                  
	
                    SECTION
      2.03

                  	
                    Swing
      Purchases

                  	
                    30

                  
	
                    SECTION
      2.04

                  	
                    Commitment
      Increases

                  	
                    32

                  
	
                    SECTION
      2.05

                  	
                    Termination
      or Reduction of the Commitments

                  	
                    34

                  
	
                    SECTION
      2.06

                  	
                    Receivable
      Interest

                  	
                    34

                  
	
                    SECTION
      2.07

                  	
                    Non
      Liquidation Settlement Procedures

                  	
                    34

                  
	
                    SECTION
      2.08

                  	
                    Liquidation
      Settlement Procedures

                  	
                    35

                  
	
                    SECTION
      2.09

                  	
                    General
      Settlement Procedures

                  	
                    36

                  
	
                    SECTION
      2.10

                  	
                    Payments
      and Computations, Etc.

                  	
                    36

                  
	
                    SECTION
      2.11

                  	
                    Yield
      and Fees

                  	
                    38

                  
	
                    SECTION
      2.12

                  	
                    Special
      Provisions Governing Capital Investments at the Applicable LIBO
      Rate

                  	
                    38

                  
	
                    SECTION
      2.13

                  	
                    Increased
      Capital

                  	
                    40

                  
	
                    SECTION
      2.14

                  	
                    Taxes

                  	
                    41

                  
	
                    SECTION
      2.15

                  	
                    Sharing
      of Payments, Etc.

                  	
                    43

                  
	
                    SECTION
      2.16

                  	
                    Conversion/Continuation
      Option

                  	
                    43

                  
	
                    SECTION
      2.17

                  	
                    Use
      of Proceeds

                  	
                    44

                  
	 
      	 
      	 
      
	
                    ARTICLE
      III

                  	 
      
	 
      	 
      	 
      
	
                    CONDITIONS
      OF PURCHASES

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      3.01

                  	
                    Conditions
      Precedent to the Effectiveness of this Agreement

                  	
                    44

                  
	
                    SECTION
      3.02

                  	
                    Conditions
      Precedent to All Purchases, Reinvestments and Commitment
      Increases

                  	
                    48

                  


          

        

      

      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        
          
            	
                    ARTICLE
      IV

                  	 
      
	 
      	 
      	 
      
	
                    REPRESENTATIONS
      AND WARRANTIES

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      4.01

                  	
                    Representations
      and Warranties of the Seller

                  	
                    49

                  
	
                    SECTION
      4.02

                  	
                    Representations
      and Warranties of the Servicer

                  	
                    53

                  
	 
      	 
      	 
      
	
                    ARTICLE
      V

                  	 
      
	 
      	 
      	 
      
	
                    GENERAL
      COVENANTS OF THE SELLER, THE SERVICER

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      5.01

                  	
                    Affirmative
      Covenants of the Seller

                  	
                    58

                  
	
                    SECTION
      5.02

                  	
                    Reporting
      Requirements of the Seller

                  	
                    63

                  
	
                    SECTION
      5.03

                  	
                    Negative
      Covenants of the Seller

                  	
                    64

                  
	
                    SECTION
      5.04

                  	
                    Affirmative
      Covenants of the Servicer

                  	
                    66

                  
	
                    SECTION
      5.05

                  	
                    Reporting
      Requirements of the Servicer

                  	
                    70

                  
	
                    SECTION
      5.06

                  	
                    Negative
      Covenants of the Servicer

                  	
                    74

                  
	
                    SECTION
      5.07

                  	
                    Financial
      Covenants of the Servicer

                  	
                    84

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VI

                  	 
      
	 
      	 
      	 
      
	
                    ADMINISTRATION
      AND COLLECTION

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      6.01

                  	
                    Designation
      of Servicer

                  	
                    84

                  
	
                    SECTION
      6.02

                  	
                    Duties
      of Servicer

                  	
                    85

                  
	
                    SECTION
      6.03

                  	
                    Rights
      of the Agent

                  	
                    86

                  
	
                    SECTION
      6.04

                  	
                    Responsibilities
      of the Seller

                  	
                    86

                  
	
                    SECTION
      6.05

                  	
                    Further
      Action Evidencing Purchases

                  	
                    87

                  
	
                    SECTION
      6.06

                  	
                    Indemnities
      of Chemtura

                  	
                    87

                  
	
                    SECTION
      6.07

                  	
                    Undertaking

                  	
                    90

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VII

                  	 
      
	 
      	 
      	 
      
	
                    EVENTS
      OF TERMINATION

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      7.01

                  	
                    Events
      of Termination

                  	
                    90

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VIII

                  	 
      
	 
      	 
      	 
      
	
                    THE
      AGENT

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      8.01

                  	
                    Authorization
      and Action

                  	
                    93

                  
	
                    SECTION
      8.02

                  	
                    Agent’s
      Reliance, Etc.

                  	
                    93

                  
	
                    SECTION
      8.03

                  	
                    CUSA
      and Affiliates

                  	
                    94

                  
	
                    SECTION
      8.04

                  	
                    Purchase
      Decisions

                  	
                    94

                  
	
                    SECTION
      8.05

                  	
                    Indemnification

                  	
                    95

                  
	
                    SECTION
      8.06

                  	
                    Successor
      Agent

                  	
                    95

                  
	
                    SECTION
      8.07

                  	
                    Posting
      of Approved Electronic Communications

                  	
                    95

                  


          

        

      

      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      
        
          
            	
                    ARTICLE
      IX

                  	 
      
	 
      	 
      	 
      
	
                    ASSIGNMENT
      OF RECEIVABLE INTERESTS

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      9.01

                  	
                    Purchaser’s
      Assignment of Rights and Obligations

                  	
                    96

                  
	
                    SECTION
      9.02

                  	
                    The
      Register and the Certificate

                  	
                    98

                  
	
                    SECTION
      9.03

                  	
                    Participations

                  	
                    99

                  
	 
      	 
      	 
      
	
                    ARTICLE
      X

                  	 
      
	 
      	 
      	 
      
	
                    INDEMNIFICATION
      AND UNDERTAKINGS

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      10.01

                  	
                    Indemnities

                  	
                    99

                  
	
                    SECTION
      10.02

                  	
                    Subrogation

                  	
                    102

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XI

                  	 
      
	 
      	 
      	 
      
	
                    MISCELLANEOUS

                  	 
      
	 
      	 
      	 
      
	
                    SECTION
      11.01

                  	
                    Amendments,
      Etc.

                  	
                    102

                  
	
                    SECTION
      11.02

                  	
                    Right
      of Set off

                  	
                    104

                  
	
                    SECTION
      11.03

                  	
                    Notices,
      Etc.

                  	
                    104

                  
	
                    SECTION
      11.04

                  	
                    Binding
      Effect; Assignability

                  	
                    105

                  
	
                    SECTION
      11.05

                  	
                    Costs
      and Expenses

                  	
                    105

                  
	
                    SECTION
      11.06

                  	
                    Confidentiality

                  	
                    106

                  
	
                    SECTION
      11.07

                  	
                    Governing
      Law

                  	
                    106

                  
	
                    SECTION
      11.08

                  	
                    Jurisdiction,
      Etc.

                  	
                    106

                  
	
                    SECTION
      11.09

                  	
                    Execution
      in Counterparts

                  	
                    107

                  
	
                    SECTION
      11.10

                  	
                    Intent
      of the Parties

                  	
                    107

                  
	
                    SECTION
      11.11

                  	
                    Entire
      Agreement

                  	
                    107

                  
	
                    SECTION
      11.12

                  	
                    Severability
      of Provisions

                  	
                    107

                  
	
                    SECTION
      11.13

                  	
                    Patriot
      Act Notice

                  	
                    108

                  
	
                    SECTION
      11.14

                  	
                    Limited
      Recourse

                  	
                    108

                  
	
                    SECTION
      11.15

                  	
                    Waiver
      of Jury Trial

                  	
                    109

                  


          

        

      

       

    

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    EXHIBITS

     

    
      	
              EXHIBIT A

            	
              Form
      of Assignment and Acceptance

            


    

    
      	
              EXHIBIT B-1

            	
              Form
      of Seller Report

            


    

    
      	
              EXHIBIT B-2

            	
              Form
      of Receivables Report

            


    

    
      	
              EXHIBIT D

            	
              Form
      of Receivables Sale Agreement

            


    

    
      	
              EXHIBIT F

            	
              Form
      of Notice of Purchase

            


    

    
      	
              EXHIBIT G

            	
              Form
      of Swing Purchase Request

            


    

    
      	
              EXHIBIT H

            	
              Form
      of Notice of Conversion or
Continuation

            


    

    
      	
              EXHIBIT
      I

            	
              Form
      of Certificate

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULES

     

    
      	
              SCHEDULE
      A

            	
              Commitments

            


    

    
      	
              SCHEDULE I

            	
              Lock-Box
      Banks and Lock-Box Accounts; Deposit Banks and Deposit
      Accounts

            


    

    
      	
              SCHEDULE II

            	
              Credit
      and Collection Policy

            


    

    
      	
              SCHEDULE III

            	
              Jurisdiction
      of Incorporation, Organizational Identification Number and Location of the
      Seller’s Principal Place of Business, Chief Executive Office and Office
      Where Records are Kept

            


    

    
      	
              SCHEDULE IV

            	
              Forms
      of Invoices

            


    

    
      	
              SCHEDULE V

            	
              Financing
      Statements

            


    

    
      	
              SCHEDULE
      VI

            	
              Designated
      Obligors

            


    

    
      	
              SCHEDULE VII

            	
              Insurance

            


    

    
      	
              SCHEDULE VIII

            	
              Subsidiaries

            


    

    
      	
              SCHEDULE X

            	
              Existing
      Investments

            


    

    
      	
              SCHEDULE
      XI

            	
              Originators

            


    

    
      	
              SCHEDULE
      XII

            	
              Existing
      Indebtedness

            


    

    
      	
              SCHEDULE
      XIII

            	
              Existing
      Liens

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    RECEIVABLES
PURCHASE AGREEMENT

     

    RECEIVABLES
PURCHASE AGREEMENT dated as of January 23, 2009 (this “Agreement”) among
CHEMTURA RECEIVABLES LLC, a Delaware limited liability company (the “Seller”), CHEMTURA
CORPORATION, a Delaware corporation, as the Servicer (as hereinafter defined),
the banks and other financial institutions listed on the signature pages hereof
as the Initial Purchasers (the “Initial Purchasers”),
CITICORP USA, INC., a Delaware corporation (“CUSA”), as agent (the
“Agent”) for
the Purchasers, CITIGROUP GLOBAL MARKETS INC., as Arranger, and THE ROYAL BANK
OF SCOTLAND PLC, as Syndication Agent.

     

    PRELIMINARY
STATEMENTS:

     

    (1)           The
Seller will from time to time purchase or otherwise acquire from the Originators
Pool Receivables in which the Seller intends to sell interests referred to
herein as Receivable Interests.

     

    (2)           The
Purchasers may at any time and from time to time purchase Receivable Interests
from the Seller.

     

    (3)           Chemtura
Corporation has been requested and is willing to act as the Servicer upon the
terms and subject to the conditions set forth herein.

     

    (4)           CUSA
has been requested and is willing to act as the Agent upon the terms and subject
to the conditions set forth herein.

     

    (5)           Certain
terms which are capitalized and used throughout this Agreement (in addition to
those defined above) are defined in Article I of this
Agreement.

     

    NOW,
THEREFORE, in consideration of the premises, the parties hereto agree as
follows:

     

    ARTICLE I

     

    DEFINITIONS

     

    SECTION 1.01   
Certain Defined
Terms.

     

    As used
in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

     

    “Account Control
Agreement” means an agreement, in form and substance reasonably
satisfactory to the Agent, among the Seller, the Servicer, a Deposit Bank, and
the Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Adjusted LIBO Rate”
means, with respect to any Yield Period for any Capital Investment, an interest
rate per annum equal to the rate per annum obtained by dividing (a) the
LIBO Rate by (b) a percentage equal to (i) 100% minus (ii) the
reserve percentage applicable 2 Business Days before the first day of such
Yield Period under regulations issued from time to time by the Federal Reserve
Board for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) for a member bank of the
Federal Reserve System in New York City with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities (or with respect to any
other category of liabilities that includes deposits by reference to which the
LIBO Rate is determined) having a term equal to such Yield Period.

     

    “Affiliate” means as
to any Person, any other Person that, directly or indirectly, controls, is
controlled by or is under common control with such Person or is a director or
officer of such Person.  For the purposes of this definition, the term
“control” (including the terms “controlling”, “controlled by” and “under common
control with”) of a Person means the possession, direct or indirect, of the
power to vote 10% or more of the Voting Interests of such Person or to direct or
cause the direction of the management and policies of such Person, whether
through ownership of Voting Interests, by contract or otherwise..

     

    “Agent’s Account”
means the deposit account of the Agent (account number 368502248, ABA
021000089, Reference: Chemtura) maintained with Citibank N.A. at its office at
399 Park Avenue, New York, New York 10043, Attention:  Annette Okumu,
or such other account as the Agent shall specify in writing to the Seller, the
Servicer and the Purchasers.

     

    “Agent’s Fee” means
those agency fees set forth in the Fee Letter.

     

    “Alternate Base Rate”
means a fluctuating interest rate per annum in effect from time to time, which
rate per annum shall be equal at all times to the highest of:

     

    (a)           the
rate of interest announced publicly by Citibank in New York, New York, from time
to time, as Citibank’s base rate;

     

    (b)           the
sum (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%, to
the next higher 1/4 of 1%) of (i) 1⁄2 of 1% per annum, plus (ii) the
rate obtained by dividing (A) the latest three-week moving average of
secondary market morning offering rates in the United States for three-month
certificates of deposit of major United States money market banks, such
three-week moving average (adjusted to the basis of a year of 360 days) being
determined weekly on each Monday (or, if such day is not a Business Day, on the
next succeeding Business Day) for the three-week period ending on the previous
Friday by Citibank on the basis of such rates reported by certificate of deposit
dealers to and published by the Federal Reserve Bank of New York or, if
such publication shall be suspended or terminated, on the basis of quotations
for such rates received by Citibank from three New York certificate of
deposit dealers of recognized standing selected by Citibank, by (B) a
percentage equal to 100% minus the average of the daily percentages specified
during such three-week period by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement
(including, but not limited to, any emergency, supplemental or other marginal
reserve requirement) for Citibank with respect to liabilities consisting of or
including (among other liabilities) three-month U.S. Dollar non-personal time
deposits in the United States, plus (iii) the
average during such three-week period of the annual assessment rates estimated
by Citibank for determining the then current annual assessment payable by
Citibank to the Federal Deposit Insurance Corporation (or any successor) for
insuring U.S. Dollar deposits of Citibank in the United States; and

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c)           1⁄2
of one percent per annum above the Federal Funds Rate;

     

    provided, however, that in no
event shall the Alternate Base Rate be lower than the Adjusted LIBO
Rate.

     

    “Applicable Base Rate”
for any period for any Capital Investment, an interest rate per annum equal to
the sum of (a) the Alternate Base Rate in effect from time to time plus
(b) the Applicable Margin.

     

    “Applicable LIBO Rate”
for any Yield Period for any Capital Investment, an interest rate per annum
equal to the sum of (a) the Adjusted LIBO Rate for such Yield Period plus
(b) the Applicable Margin.

     

    “Applicable Margin”
means, in the case of Capital Investments having a Yield determined with
reference to the Alternate Base Rate, 3.00% per annum and, in the case of
Capital Investments having a Yield determined with reference to the Adjusted
LIBO Rate, 4.00% per annum; provided, however, that upon
the occurrence and during the continuance of an Event of Termination, the “Applicable Margin”
shall be the sum of the rate set forth above for Alternate Base Rate or Adjusted
LIBO Rate, as the case may be, plus 2.00% per annum.

     

    “Applicable Reserve”
means, at any date, an amount equal to (NRPB x RP) plus such reserves as
mutually agreed upon, with adjustments effective upon at least three Business
Days’ notice by the Agent, where:

     

    
      NRPB =
the Net Receivables Pool Balance at the close of business of the Servicer on
such date.

    

     

    
      RP = the
Reserve Percentage at the close of business of the Servicer on such
date.

    

     

    “Applicable Unused Commitment
Fee Rate” means 1.00% per annum.

     

    “Applicable Yield”
means (a) for any Capital Investment (other than Swing Purchases), at the
Seller’s election upon written notice to the Agent, given not later than
11:00 A.M. (New York time) on the third Business Day prior to the date on
which such Capital Investment is to be paid (in the case of the Applicable LIBO
Rate) or the Business Day prior to the date on which such Capital Investment is
to be paid (in the case of the Applicable Base Rate), either the Applicable LIBO
Rate or the Applicable Base Rate, and (b) for any Capital Investment that
is a Swing Purchase, and for each other obligation hereunder, the Applicable
Base Rate.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Approved Electronic
Communications” means each notice, demand, communication, information,
document and other material that the Seller or Servicer is obligated to, or
otherwise chooses to, provide to the Agent pursuant to any Transaction Document
or the transactions contemplated therein, including any financial
statement, financial and other report, notice, request, certificate and other
information material; provided, however, that “Approved Electronic
Communication” shall exclude (x) any Notice of Purchase, Swing
Purchase Request, Notice of Conversion or Continuation, and any other notice,
demand, communication, information, document and other material relating to a
request for a new, or a conversion of an existing, Purchase, (ii) any
notice relating to the payment due under any Transaction Document prior to the
scheduled date therefor, (iii) any notice of any Potential Event of
Termination or Event of Termination and (iv) any notice, demand,
communication, information, document and other material required to be delivered
to satisfy any of the conditions set forth in Article III or any other
condition to any Purchase or extension of credit hereunder or any condition
precedent to the effectiveness of this Agreement.

     

    “Approved Electronic
Platform” has the meaning specified in Section 8.07.

     

    “Approved Fund” means
any Fund that is administered or managed by (i) a Purchaser, (ii) an Affiliate
of a Purchaser or (iii) an entity or an Affiliate of an entity that administers
or manages a Purchaser.

     

    “Assignee” means in
the case of any assignment of any rights and obligations pursuant to
Section 9.01, any Eligible Assignee as the assignee of such rights and
obligations.

     

    “Assignment and
Acceptance” means an assignment and acceptance, in substantially the form
of Exhibit A hereto, entered into by any Purchaser and an Assignee pursuant
to Section 9.01.

     

    "Assuming Purchaser”
has the meaning specified in Section 2.04(d).

     

    "Assumption Agreement”
has the meaning specified in Section 2.04(d).

     

    “Bankruptcy Code”
means title 11, United States Code.

     

    “Board” means the
Board of Governors of the Federal Reserve System of the United
States.

     

    “Business Day” means a
day of the year on which banks are not required or authorized by law to close in
New York City and, if the applicable Business Day relates to any Capital
Investments having a Yield determined with reference to the Adjusted LIBO Rate,
on which dealings are carried on in the London interbank market and banks are
open for business in London.

     

    “Capital” means, at
any time, the sum of all Capital Investments outstanding at such
time.

     

    “Capital Expenditures”
means, for Chemtura and its Consolidated Subsidiaries for any Fiscal Year, the
aggregate cash expenditures for property, plant and equipment of Chemtura and
its Consolidated Subsidiaries for such Fiscal Year, as the same are (or would in
accordance with GAAP be) set forth in a statement of cash flows of such Person
for such fiscal year.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Capital Investment”
means, in respect of any Receivable Interest, the original amount paid to the
Seller for such Receivable Interest at the time of its acquisition by the
Purchasers, or the Swing Purchaser, as the case may be, pursuant to
Section 2.01, 2.02 or 2.03, reduced from time to time by Collections
received and distributed on account of such Capital pursuant to
Section 2.07 or 2.08; provided, however, that if such
Capital Investment of such Receivable Interest shall have been reduced by any
distribution of any portion of Collections and thereafter such distribution is
rescinded or must otherwise be returned for any reason, such Capital Investment
of such Receivable Interest shall be increased by the amount of such
distribution, all as though such distribution had not been made.

     

    “Capitalized Lease
Obligations” of any Person means obligations of such Person and its
consolidated subsidiaries to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real and/or personal property,
which obligations are accounted for as a capital lease on the consolidated
balance sheet of such Person, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

     

    “Cash Collateral”
means any cash on deposit in the Agent’s Account.

     

    “Cash Management
Obligation” means, as applied to the Seller, any direct or indirect
liability, contingent or otherwise, of the Seller in respect of cash management
services (including treasury, depository, overdraft, credit or debit card,
electronic funds transfer and other cash management arrangements) provided after
the date hereof (regardless of whether these or similar services were provided
prior to the date hereof by the Agent, any Purchaser or any Affiliate or any of
them) by the Agent in connection with this Agreement or any Transaction
Document, including obligations for the payment of fees, interest, charges,
expenses, attorneys’ fees and disbursements in connection
therewith.

     

    “Certificate” means a
certificate of assignment by the Seller to the Agent in the form of
Exhibit I hereto, under which the Seller sells and assigns to the Agent for
the account of the Purchasers and their successors and assigns each Receivable
Interest.

     

    “Change of Control”
shall occur if at any time:

     

    (a)           Chemtura
shall cease to own, directly or indirectly, 100% of the Equity Interests in
(x) the Seller (excluding, for the avoidance of doubt, any non-economic
special membership interests in the Seller) or (y) any Originator (other
than Chemtura) unless such other Originator ceases to be an Originator in
accordance with Section 7.03 of the Receivables Sale
Agreement;

     

    (b)           Any
Person or two or more Persons acting in concert shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), directly or indirectly,
of Voting Interests of Chemtura (or other securities convertible into such
Voting Interests) representing 35% or more of the combined voting power of all
Voting Interests of Chemtura; or

     

    
      
        
        

      

      
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    (c)           During
any period of up to 24 consecutive months, commencing after the date of this
Agreement, individuals who at the beginning of such 24-month period were
directors of Chemtura, together with individuals who were either (x) elected by
a majority of the remaining members of the board of directors of Chemtura or (y)
nominated for election by a majority of the remaining members of the board of
directors of Chemtura, shall cease for any reason to constitute a majority of
the board of directors of Chemtura.

     

    “Chemtura” means
Chemtura Corporation, a Delaware corporation.

     

    “Citibank” means
Citibank, N.A., a national banking association, and its successors.

     

    “Closing Date” means
January 23, 2008.

     

    “Code” means the
Internal Revenue Code of 1986, as amended from time to time.

     

    “Collections” means,
with respect to any Pool Receivable, all cash collections and other cash
proceeds of such Pool Receivable, including, without limitation, (i) all
cash proceeds of the Related Security with respect to such Pool Receivable and
(ii) any Collections of such Pool Receivable deemed to have been received,
and actually paid, pursuant to Section 2.09.

     

    “Commitment” means
(i) in respect of each Initial Purchaser, the commitment of such Purchaser
to make Purchases and acquire other Capital Investments in the aggregate
principal amount set forth as the “Commitment” of such
Initial Purchaser on Schedule A hereto and (ii) in respect of each other
Purchaser that became a Purchaser by entering into an Assignment and Acceptance,
the amount set forth as the “Commitment” for such
Purchaser in the Register maintained by the Agent pursuant to Section 9.02,
in each case, as such amount may be reduced from time to time as the result of
any assignment of any Commitment or any portion thereof pursuant to
Section 9.01 or as such amount may be reduced from time to time pursuant to
Section 2.05.

     

    "Commitment Date" has
the meaning specified in Section 2.04(b).

     

    "Commitment Increase"
has the meaning specified in Section 2.04(a).

     

    “Commitment Termination
Date” means the third anniversary of the Closing Date.

     

    “Consolidated” refers
to the consolidation of accounts in accordance with GAAP.

     

    “Consolidated
Subsidiary” means at any date any Subsidiary the accounts of which would
in accordance with GAAP be consolidated with those of Chemtura in its
consolidated annual statements if such statements were prepared as of such
date.

     

    “Constituent
Documents” means, with respect to any Person, (a) the articles of
incorporation, certificate of incorporation or certificate of formation (or the
equivalent organizational documents) of such Person, (b) the by-laws,
partnership agreement or operating agreement (or the equivalent governing
documents) of such Person and (c) any document setting forth the manner of
election and duties of the directors, general partners or managing members of
such Person (if any) and the designation, amount or relative rights, limitations
and preferences of any class or series of such Person’s Equity
Interests.

     

    
      
        
        

      

      
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    “Contract” means an
agreement between any Originator and an Obligor in any written form acceptable
to such Originator, or in the case of any open account agreement as evidenced by
one of the forms of invoices set forth in Schedule IV hereto or otherwise
approved by the Agent from time to time (which approval shall not be
unreasonably withheld), pursuant to or under which such Obligor shall be
obligated to pay for goods or services from time to time.

     

    "Covenant Debt" means,
at any date of determination, Indebtedness of Chemtura and its Subsidiaries of
the types included in clauses (a), (b), (c), (d), (e), (f), (g), (i) and (j) of
the definition of "Indebtedness" plus the aggregate amount of all Purchases
under this Agreement outstanding on such date plus Designated Litigation
Liabilities other than those described in clause (ii) of the proviso to this
definition; provided, however, that Covenant Debt (i) shall not include
obligations under Hedge Agreements other than Hedge Agreements related to
interest rates, which included Hedge Agreement obligations shall be valued at
the unrealized net loss position, if any, of Chemtura and/or its Subsidiaries
thereunder on a marked to market basis of such Hedge Agreements as of such date
of determination and (ii) shall not include Guaranteed Indebtedness with respect
to Indebtedness of Chemtura and its Subsidiaries of the types included in
clauses (h) and (k) of the definition of "Indebtedness".

     

    “Credit and Collection
Policy” means those credit and collection policies and practices in
effect on the date hereof relating to Contracts and Receivables and described in
Schedule II hereto, as modified from time to time in compliance with
Section 5.03(g) and Section 5.06(d).

     

    “CUSA” has the meaning
assigned to that term in the recital of parties hereto.

     

    “Cure Amount” means,
in respect of any Receivable Interest for any day, that amount, if any, which
would be required to reduce the Capital of such Receivable Interest on such day
so that, together with similar reductions of the Capital of all other Receivable
Interests, the sum of all Receivable Interests would not, after giving effect to
the Collections of Pool Receivables and the addition of new Pool Receivables on
the immediately preceding Business Day and the resulting recomputation of all
the Receivable Interests pursuant to Section 2.06, as of the end of the
immediately preceding Business Day, exceed 100%.

     

    “Defaulting Purchaser”
means any (i) Purchaser that fails to make on the date specified any Purchase or
any payment required by it under this Agreement, including any payment in
respect of its participation in Swing Purchases for a period of two Business
Days and (ii) any Purchaser which has commenced a voluntary, or has had
commenced against it an involuntary, case under the Bankruptcy Code or any
similar bankruptcy laws of its jurisdiction of formation, or a custodian,
conservator, receiver or similar official having been appointed for such
Purchaser or any substantial part of its assets, or such Purchaser makes a
general assignment for the benefit of creditors or having been otherwise
adjudicated as, or determined by any Governmental Authority having regulatory
authority over such Purchaser or its assets to be, insolvent or
bankrupt.

     

    
      
        
        

      

      
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    “Deposit Account”
means a deposit account (including, without limitation, any concentration
account) maintained at a Deposit Bank for the purpose of receiving Collections
and subject to a valid Account Control Agreement.

     

    “Deposit Bank” means
any of the banks specified in Part B of Schedule I hereof and any other
bank specified as a “Deposit Bank” in
accordance with this Agreement, in each case holding one or more Deposit
Accounts.

     

    "Designated Litigation
Liabilities" means all criminal and civil judgments rendered against, and
all civil and criminal settlements entered into, Chemtura and any of its
Subsidiaries in connection with the antitrust investigations and related matters
described under the heading "ANTITRUST INVESTIGATION AND RELATED MATTERS" set
forth in Chemtura's Form 10-Q filed with the SEC in respect of Chemtura’s fiscal
quarter ended March 31, 2005 and all costs and expenses related
thereto.

     

    “EBITDA” means, for
any period, net income (or net loss) (1) plus, without
duplication, to the extent included in the calculation of net income of such
Person for such period in accordance with GAAP, the sum of (a) Interest
Expense, (b) income tax expense, (c) depreciation expense,
(d) amortization expense, (e) charges related to restructuring, asset
impairment or other extraordinary items, (f) charges for legal and other
expenses in connection with Designated Litigation Liabilities in an aggregate
amount not to exceed $40,000,000, (g) the amount of all Designated Litigation
Liabilities incurred for such period in excess of $1,000,000 in the aggregate to
the extent that the same were deducted in arriving at net income (or net loss)
for such period, (h) any losses from sales of assets other than in the ordinary
course of business, (i) the amount of all fees, expenses and premiums incurred
in connection with the execution and delivery of this Agreement and (j) charges
for the payment of premiums in connection with the early repayment or retirement
of Indebtedness in an amount not to exceed $100,000,000, (2) minus, without
duplication, (a) cash payments for previously reserved restructuring charges and
(b) to the extent included in the calculation of net income of such Person for
such period in accordance with GAAP, any gains from sales of assets other than
in the ordinary course of business.  For the purposes of calculating
EBITDA for any period, if during such period Chemtura or any of its Subsidiaries
shall have made an acquisition, EBITDA for such period shall be calculated after
giving pro forma effect thereto as if such acquisition occurred on the first day
of such period.

     

    “Eligible Assignee”
means (a) a Purchaser or any Affiliate or Approved Fund of such Purchaser,
(b) a commercial bank having total assets in excess of $5,000,000,000,
(c) a Person reasonably acceptable to the Agent and regularly engaged in
making, purchasing or investing in loans and having a net worth, determined in
accordance with GAAP, in excess of $5,000,000,000 or, to the extent net worth is
less than such amount, a Person reasonably acceptable to the Agent or (d) a
savings and loan association or savings bank organized under the laws of the
United States or any State thereof having a net worth, determined in accordance
with GAAP, in excess of $5,000,000,000, in each of the foregoing cases, that is
a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment
Company Act of 1940, as amended; provided, however, that neither
an Originator nor the Seller nor any of their respective Affiliates may be an
Eligible Assignee.

     

    
      
        
        

      

      
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    “Eligible Receivable”
means each Pool Receivable arising out of the sale of inventory or the
performance of services in the ordinary course of business by an Originator to a
Person that is not an Affiliate of any Originator; provided, however, that a Pool
Receivable shall not be an “Eligible Receivable”
if any of the following shall be true:

     

    (a)           any
representation or warranty contained in this Agreement or any other Transaction
Document with respect to such specific Receivable is not true and correct with
respect to such Receivable; or

     

    (b)           the
Obligor on such Receivable has disputed liability or made any claim with respect
to such Receivable or any other Receivable due from such Obligor to the Seller
or any Originator but only to the extent of such dispute or claim;
or

     

    (c)           the
Obligor in respect of such Receivable or any of its Affiliates is also a
supplier to any Originator; provided, however, such
Receivable shall be ineligible pursuant to this clause (c) only to the
extent of an amount equal to the aggregate amount of accounts payable or other
indebtedness owing by the Originators to such Obligor or any of its Affiliates
as at such date, unless the Obligor has executed a satisfactory no-offset
letter; or

     

    (d)           the
transaction represented by such Receivable is to an Obligor which, if a natural
person, is not a resident of the United States or, if not a natural person, is
organized under the laws of a jurisdiction outside the United States or has its
chief executive office outside the United States, unless (i) such
Receivable is backed by a letter of credit in customary and reasonable form from
an issuer reasonably deemed creditworthy by the Seller or the Servicer, which
letter of credit is reasonably acceptable to the Agent in its reasonable
discretion and such letter of credit names the Agent (or, only until the date
that is 60 days after the Closing Date, Chemtura) as the beneficiary or the
issuer of such letter of credit has consented to the assignment of the proceeds
thereof to the Agent, (ii) such Obligor is, if a natural person, a resident
of Canada or the United Kingdom or, if not a natural person, is organized under
the laws of the United Kingdom, Canada or a province of Canada and has its chief
executive office in the United Kingdom or Canada, as applicable, and such
Receivable is denominated in U.S. Dollars, (iii) such Obligor is listed on
Schedule VI or (iv) such Receivable is backed by insurance reasonably
acceptable to the Agent and the relevant insurance policy names the Agent as
additional insured and loss payee; provided, however, if the
Obligor is located in a jurisdiction outside the United States, the United
Kingdom or Canada, this clause (d) shall not apply with respect to
Receivables to the extent that such Receivables are denominated in U.S. Dollars
and arise from sales of inventory shipped from the United States and the
Outstanding Balance thereof does not exceed 10% of the Outstanding Balance of
all Eligible Receivables; or

     

    (e)           the
sale to such Obligor on such Receivable is on a bill-and-hold, guaranteed sale,
sale-and-return, sale-on-approval or consignment basis; or

     

    
      
        
        

      

      
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    (f)           such
Receivable is subject to a Lien in favor of any Person other than the Agent;
or

     

    (g)           such
Receivable is subject to any deduction, offset, counterclaim, return privilege
or other conditions; or

     

    (h)           the
Obligor on such Receivable is located in any State of the United States
requiring the holder of such Receivable, as a precondition to commencing or
maintaining any action in the courts of such State either to (i) receive a
certificate of authorization to do business in such State or be in good standing
in such State or (ii) file a Notice of Business Activities Report with the
appropriate office or agency of such State, in each case unless the holder of
such Receivable has received such a certificate of authority to do business, is
in good standing or, as the case may be, has duly filed such a notice in such
State; or

     

    (i)           the
Obligor on such Receivable is a Governmental Authority, unless the applicable
Originator and the Seller have each assigned its rights to payment of such
Receivable to the Agent pursuant to the Assignment of Claims Act of 1940, as
amended, in the case of a federal Governmental Authority, and pursuant to
applicable law, if any, in the case of any other Governmental Authority, and
such assignment has been accepted and acknowledged by the appropriate government
officers; or

     

    (j)           50%
or more of the Outstanding Balance of the Receivables of the Obligor are not, or
are determined by the Agent not to be, Eligible Receivables as a result of the
provisions of clause (o) below; or

     

    (k)           the
payment obligation represented by such Receivable is denominated in a currency
other than U.S. Dollars; or

     

    (l)           such
Receivable is not evidenced by an invoice or other writing in form acceptable to
the Agent, in its sole discretion; or

     

    (m)           any
Originator, in order to be entitled to collect such Receivable, is required to
deliver any additional goods or merchandise to, perform any additional service
for, or perform or incur any additional obligation to, the Person to whom or to
which it was made; or

     

    (n)           the
total Receivables of such Obligor to the Originators (taken as a whole)
represent (a) if such Obligor has an Investment Grade Rating, more than 15% of
the Outstanding Balance of the Eligible Receivables of the Originators (taken as
a whole) at such time, or (b) if such Obligor does not have an Investment Grade
Rating, more than 5% of the Outstanding Balance of the Eligible Receivables of
the Originators (taken as a whole) at such time, but in each case only to the
extent of such excess; or

     

    
      
        
        

      

      
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    (o)           such
Receivable (or any portion thereof) remains unpaid for more than
(i) 60 days from the original payment due date, or
(ii) 90 days from the original invoice date thereof (unless the
Receivable is a Long Term Receivable, in which case such Receivable shall be an
Eligible Receivable for the period commencing with the day that is 180 days
prior to the original payment due date for such Receivable until the day that is
60 days after the original payment due date for such Receivable, notwithstanding
that such Receivable remains unpaid for more than 90 days from the original
invoice date thereof, provided, however, that the
total Long Term Receivables that represent (A) on any day in the month of
January, February, March, April, May or June, more than 35%, (B) on any day in
the month of July, more than 20%, (C) on any day in the month of August,
September or October, more than 10% or (D) on any day in the month of November
or December, more than 15%, in each case, of the Outstanding Balance of the
Eligible Receivables of the Originators (taken as a whole) at such time, shall
not be Eligible Receivables to the extent of such excess); or

     

    (p)           the
Obligor on such Receivable has (i) filed a petition for bankruptcy or any
other relief under the Bankruptcy Code or any other law relating to bankruptcy,
insolvency, reorganization or relief of debtors, (ii) made an assignment
for the benefit of creditors, (iii) had filed against it any petition or
other application for relief under the Bankruptcy Code or any such other law,
(iv) failed, suspended business operations, become insolvent, called a
meeting of its creditors for the purpose of obtaining any financial concession
or accommodation or (v) had or suffered a receiver or a trustee to be
appointed for all or a significant portion of its assets or affairs;
or

     

    (q)           such
Receivable is not payable into a Lock-Box Account which is the subject of a
Lock-Box Agreement or a Deposit Account which is the subject of an Account
Control Agreement (subject to the provisions set forth in Section 5.01(o));
or

     

    (r)           such
Receivable does not arise under a Contract which has been duly authorized and
which, together with such Receivable, is in full force and effect and
constitutes the legal, valid and binding obligation of the Obligor of such
Receivable enforceable against such Obligor in accordance with its terms;
or

     

    (s)           such
Receivable, together with the Contract related thereto, contravenes in any
material respect any laws, rules or regulations applicable thereto (including,
without limitation, laws, rules and regulations relating to usury, consumer
protection, truth in lending, fair credit billing, fair credit reporting, equal
credit opportunity, fair debt collection practices and privacy) or with respect
to which any party to the Contract related thereto is in violation of any such
law, rule or regulation in any material respect; or

     

    (t)           such
Receivable does not constitute either an “account” or “payment intangible”
within the meaning of Section 9-102(a)(2) of the UCC of the jurisdiction
the law of which governs the perfection of the interest created by a Receivable
Interest; or

     

    (u)           the
inventory giving rise to such Receivable has not been sent to the Obligor or the
services giving rise to such Receivable have not yet been rendered to the
Obligor; or

     

    
      
        
        

      

      
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    (v)           the
Agent, based upon such credit and collateral considerations as it may deem
appropriate, in its sole discretion acting in a commercially reasonable manner
and in accordance with its customary business practices, determines that such
Receivable might not be paid or is otherwise ineligible; or

     

    (w)           the
sale to such Obligor on such Receivable is not a final sale; or

     

    (x)           such
Receivable relates to inventory not yet shipped or services not yet
rendered.

     

    For the
avoidance of doubt, it is acknowledged and agreed that any calculation of
ineligibility made pursuant to more than one clause above shall be made without
duplication.

     

    “Environmental Action"
means any action, suit, demand, demand letter, claim, notice of non-compliance
or violation, notice of liability or potential liability, investigation,
proceeding, consent order or consent agreement relating in any way to any
Environmental Law, Environmental Permit or Hazardous Materials or arising from
alleged injury or threat of injury to health, safety or the environment,
including, without limitation, (a) by any governmental or regulatory
authority for enforcement, cleanup, removal, response, remedial or other actions
or damages and (b) by any governmental or regulatory authority or any third
party for damages, contribution, indemnification, cost recovery, compensation or
injunctive relief.

     

    “Environmental Law”
means any federal, state, local or foreign statute, law, ordinance, rule,
regulation, code, order, judgment, decree or judicial or agency interpretation,
policy or guidance relating to pollution or protection of the environment,
health, safety or natural resources, including, without limitation, those
relating to the use, handling, transportation, treatment, storage, disposal,
release or discharge of Hazardous Materials.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of Chemtura or any of its Subsidiaries directly or indirectly
which arise under or relate to matters covered by Environmental
Law.

     

    "Environmental Permit"
means any permit, approval, identification number, license or other
authorization required under any Environmental Law.

     

    “Equity Interest”
means, with respect to any Person, shares of capital stock of (or other
ownership or profit interests in) such Person, warrants, options or other rights
for the purchase or other acquisition from such Person of shares of capital
stock of (or other ownership or profit interests in) such Person, securities
convertible into or exchangeable for shares of capital stock of (or other
ownership or profit interests in) such Person or warrants, rights or options for
the purchase or other acquisition from such Person of such shares (or such other
interests), and other ownership or profit interests in such Person (including,
without limitation, partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are authorized or otherwise existing on any date of
determination.

     

    
      
        
        

      

      
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    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and rulings issued thereunder.

     

    “ERISA Affiliate”
means any Person that for purposes of Title IV of ERISA is a member of
Chemtura’s controlled group, or under common control with Chemtura, within the
meaning of Sections 414(b) or (c) of the Code (and Sections 414(m) or (o)
of the Code for purposes of provisions relating to Section 412 of the
Code).

     

    "ERISA Event" means
(a) (i) the occurrence of a reportable event, within the meaning of
Section 4043 of ERISA, with respect to any Plan unless the 30-day notice
requirement with respect to such event has been waived by the PBGC, or (ii) the
requirements of subsection (1) of Section 4043(b) of ERISA (without regard to
subsection (2) of such Section) are met with respect to a contributing sponsor,
as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in
paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
reasonably expected to occur with respect to such Plan within the following 30
days; (b) the application for a minimum funding waiver with respect to a
Plan; (c) the provision by the administrator of any Plan of a notice of
intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to in
Section 4041(e) of ERISA); (d) the cessation of operations at a
facility of Chemtura or any ERISA Affiliate in the circumstances described in
Section 4062(e) of ERISA; (e) the withdrawal by Chemtura or any ERISA
Affiliate from a Multiple Employer Plan during a plan year for which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) 
the conditions for the imposition of a lien under Section 303(k) of ERISA
shall have been met with respect to any Plan; (g) a determination that any
Plan is in “at risk” status (within the meaning of Section 303 of ERISA); or
(h) the institution by the PBGC of proceedings to terminate a Plan pursuant
to Section 4042 of ERISA, or the occurrence of any event or condition
described in Section 4042 of ERISA that constitutes grounds for the
termination of, or the appointment of a trustee to administer, a
Plan.

     

    “Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D
of the Federal Reserve Board, as in effect from time to time.

     

    “Events of
Termination” has the meaning specified in Section 7.01.

     

    “Existing Program”
means the receivables securitization facility established pursuant to the Fourth
Amended and Restated Receivables Sale Agreement dated as of September 28, 2006
between Crompton & Knowles Receivables Corporation, as the seller, Chemtura,
as the initial collection agent, ABN Amro Bank N.V., as the agent and the
Amsterdam purchaser agent, Wachovia Bank, National Association as the VFCC
purchaser agent and LC issuer and Calyon New York Branch, as the Atlantic
purchaser agent, and the Amended and Restated Receivables Purchase Agreement
dated as of September 28, 2006 among Chemtura, as initial collection agent and
Chemtura, Chemtura USA Corporation, Great Lakes Chemical Corporation and
Bio-Lab, Inc., as sellers, in each case as the same may have been amended,
supplemented or otherwise modified from time to time.

     

    
      
        
        

      

      
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    “Federal Funds Rate”
means, for any period, a fluctuating interest rate per annum equal for each day
during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business
Day, the average of the quotations for such day on such transactions received by
the Agent from three Federal funds brokers of recognized standing selected by
it.

     

    “Fee Letter” means the
fee and syndication letter dated December 16, 2008 among Chemtura and
Citigroup Global Markets Inc., as the same may from time to time be amended,
supplemented or otherwise modified.

     

    “Field Examinations”
means field audits, investigations and reviews of any of the Records concerning
the Pool Receivables, in any manner and through any medium that the Agent
considers advisable, for the purpose of determining the Receivables Pool, or the
extent to which Pool Receivables constitute Eligible Receivables.

     

    “Fiscal Year” means
each twelve-month period ending on December 31.

     

    “Fund” means any
Person (other than an individual) that is or will be engaged in purchasing,
holding or investing in receivables in the ordinary course of
business.

     

    “GAAP” means generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 3.01(d).

     

    “Governmental
Authority” means any nation, sovereign or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including any central bank.

     

    “Hazardous Materials”
means (a) petroleum and petroleum products, byproducts or breakdown products,
radioactive materials, asbestos-containing materials, polychlorinated biphenyls
and radon gas and (b) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant
under any Environmental Law.

     

    “Hedge Agreements”
means interest rate swap, cap or collar agreements, interest rate future or
option contracts, currency swap agreements, currency future or option contracts,
commodity future or option contracts and other similar
arrangements.

     

    "Increase Date" has
the meaning specified in Section 2.04(a).

     

    "Increasing Purchaser"
has the meaning specified in Section 2.04(b).

     

    
      
        
        

      

      
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    “Indebtedness” of any
Person means, without duplication, (a) all indebtedness of such Person for
borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables not overdue by
more than 90 days incurred in the ordinary course of such Person's business),
(c) all obligations of such Person evidenced by notes, bonds, debentures or
other similar instruments, (d) all obligations of such Person created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property), (e) all obligations of such
Person as lessee under leases that have been or should be, in accordance with
GAAP, recorded as capital leases, (f) all obligations, contingent or
otherwise, of such Person in respect of acceptances, letters of credit or
similar extensions of credit, (g) all obligations of such Person in respect
of Hedge Agreements, (h) all obligations of such Person under any lease that is
treated as an operating lease for financial accounting purposes and a financing
lease for tax purposes (i.e., a "synthetic lease"), (i) all Indebtedness of
others referred to in clauses (a) through (i) above or clause (k)
below (collectively, "Guaranteed
Indebtedness") guaranteed directly or indirectly in any manner by such
Person, or in effect guaranteed directly or indirectly by such Person through an
agreement (1) to pay or purchase such Guaranteed Indebtedness or to advance
or supply funds for the payment or purchase of such Guaranteed Indebtedness,
(2) to purchase, sell or lease (as lessee or lessor) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to
make payment of such Guaranteed Indebtedness or to assure the holder of such
Guaranteed Indebtedness against loss, (3) to supply funds to or in any
other manner invest in the debtor (including any agreement to pay for property
or services irrespective of whether such property is received or such services
are rendered) or (4) otherwise to assure a creditor against loss, and
(j) all Indebtedness referred to in clauses (a) through (i) above
(including Guaranteed Indebtedness) secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness.

     

    “Indemnified Amounts”
has the meaning specified in Section 10.01.

     

    “Indemnified Party”
means the Agent, each Arranger, each Purchaser and each of their respective
Affiliates, and each of the directors, officers, employees, agents,
representatives, attorneys, consultants and advisors of or to any of the
foregoing.

     

    "Interest Expense"
means the sum of interest on, and amortization of debt discount, in respect of
Indebtedness of Chemtura and its Subsidiaries.  For the purposes of
calculating Interest Expense for any period, if during such period Chemtura or
any of its Subsidiaries shall have made an acquisition, Interest Expense for
such period shall be calculated after giving pro forma effect thereto as if such
acquisition occurred on the first day of such period

     

    “Investment” in any
Person means any loan or advance to such Person, any purchase or other
acquisition of any capital stock, warrants, rights, options, obligations or
other securities or all or substantially all of the assets of such Person, any
capital contribution to such Person or any other investment in such Person,
including, without limitation, any arrangement pursuant to which the investor
incurs Indebtedness of the types referred to in clauses (h) and (j) of the
definition of "Indebtedness" in
respect of such Person; provided, that any
purchase or other acquisition of any capital stock of Chemtura (or Great Lakes
Chemical Corporation) for accounting under the treasury method in connection
with the exercise of options or the issuance of restricted stock under any
employee stock option plan (or similar plan or program) approved by its board of
directors shall not constitute an Investment.

     

    
      
        
        

      

      
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    “Investment Grade
Rating” with respect to a Person means that the Public Debt Rating of
such Person is at least BBB- by S&P and Baa3 by Moody’s and such rating
shall not be accompanied by either, in the case of S&P, a negative outlook,
creditwatch negative or the equivalent thereof, or in the case of Moody’s, a
negative outlook, a review for possible downgrade or the equivalent thereof (or,
if such Person does not have a Public Debt Rating from S&P and Moody’s, the
Public Debt Rating of such Person is at least BBB- by Fitch Ratings, Ltd., and
such rating shall not be accompanied by a negative watch or the equivalent
thereof).

     

    “LIBO Rate” means,
with respect to any Yield Period for any Capital Investment made at the
Applicable LIBO Rate, an interest rate per annum equal to the rate per annum
(rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing
on Reuters LIBOR1 Page (or any successor page) as the London interbank offered
rate for deposits in U.S. Dollars at approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Yield Period for a term comparable
to such Yield Period or, if for any reason such rate is not available, the
average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum,
if such average is not such a multiple) of the rate per annum at which deposits
in U.S. Dollars is offered by the principal office of Citibank in London,
England to prime banks in the London interbank market at 11:00 A.M. (London
time) two Business Days before the first day of such Yield Period in an amount
substantially equal to Citibank's Capital Investment to be outstanding during
such Yield Period and for a period equal to such Yield Period.  If the
Reuters LIBOR1 Page (or any successor page) is unavailable, the LIBO Rate for
any Yield Period for each Capital Investment shall be determined by the Agent on
the basis of applicable rates furnished to and received by the Agent from
Citibank two Business Days before the first day of such Yield
Period.

     

    “Lien” means any lien,
security interest or other charge or encumbrance of any kind, or any other type
of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.

     

    “Liquidation Cost” has
the meaning set forth in Section 2.12.

     

    “Liquidation Day”
means, for any Receivable Interest, each day which occurs on or after the
earliest of (x) the Termination Date, (y) the Reinvestment Termination Date
or (y) the occurrence and during the continuance of any other Triggering
Event.

     

    “Lock-Box Account”
means a deposit account (including, without limitation, any concentration
account) maintained at a Lock-Box Bank for the purpose of receiving Collections
and subject to a valid Lock-Box Agreement.

     

    “Lock-Box Agreement”
means an agreement, in form and substance reasonably satisfactory to the Agent,
between the Seller, the Agent, and a Lock-Box Bank.

     

    “Lock-Box Bank” means
any of the banks specified in Part A of Schedule I hereof and any other
bank specified as a “Lock-Box Bank” in
accordance with this Agreement, in each case holding one or more Lock-Box
Accounts.

     

    
      
        
        

      

      
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    “Long Term Receivable”
means a Receivable that relates to a Contract (a) which has an original payment
due date that is more than 90 days after the invoice date specified in such
Contract and (b) pursuant to or under which the Obligor is obligated to pay for
crop protection goods or services or consumer goods or services (including pool
and spa treatment products and household cleaning products).

     

    "Marketable
Securities" means any of the following, to the extent owned by Chemtura
or any of its Subsidiaries free and clear of all Liens and having a maturity of
not greater than 360 days from the date of acquisition thereof: (a) readily
marketable direct obligations of the Government of the United States or any
agency or instrumentality thereof or obligations unconditionally guaranteed by
the full faith and credit of the Government of the United States,
(b) insured certificates of deposit of or time deposits with any commercial
bank that is a Purchaser or a member of the Federal Reserve System, issues (or
the parent of which issues) commercial paper rated as described in
clause (c), is organized under the laws of the United States or any State
thereof and has combined capital and surplus of at least $1 billion or
(c) commercial paper issued by any corporation organized under the laws of
any State of the United States and rated at least "Prime-1" (or the then
equivalent grade) by Moody's or "A-1" (or the then equivalent grade) by
S&P.

     

    “Material Adverse
Change” means a material adverse change in (a) the business, conditions
(financial or otherwise), operations, performance, properties, contingent
liabilities, material agreements or prospects of the Seller, the Servicer, any
Originator, individually, or the taken as a whole, since December 31, 2007
(other than any material adverse change disclosed by Chemtura to the lenders
party to the Senior Credit Agreement in the powerpoint presentation dated
December 17, 2008), (b) the collectibility of the Pool Receivables, or the
ability of the Servicer (if such Person is an Affiliate of the Originators) to
collect Pool Receivables, (c) the legality, validity or enforceability of
any Transaction Document, (d) the ability of any Transaction Party to
perform its obligations under the Transaction Documents or (e) the rights
and remedies of the Seller, the Arrangers, the Agent or the Purchasers under the
Transaction Documents.

     

    “Material Adverse
Effect” means an effect that results in or causes, or could reasonably be
expected to result in or cause, a Material Adverse Change.

     

    “Material Subsidiary”
shall mean (a) any Subsidiary that accounts for more than 5% of the assets,
or more than 5% of the revenues for the four fiscal quarters most recently
ended, of Chemtura and its Subsidiaries on a Consolidated basis, (b) any
Subsidiary designated by Chemtura as a Material Subsidiary for purposes of the
Transaction Documents by notice to the Agent, (c) any Subsidiary that owns
any Equity Interest in a Material Subsidiary described in
clause (a) or (b), and (d) at any time when Subsidiaries (other
than Material Subsidiaries described in clauses (a), (b) and (c)) in
the aggregate account for more than 10% of the assets, or more than 10% of the
revenues for the four fiscal quarters most recently ended, of Chemtura and its
Subsidiaries on a Consolidated basis, all Subsidiaries; provided that the
term “Material
Subsidiary” shall exclude the Seller.

     

    "Moody's" means
Moody's Investors Service, Inc.

     

    
      
        
        

      

      
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    "Multiemployer Plan"
means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to
which Chemtura or any ERISA Affiliate is making or accruing an obligation to
make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.

     

    "Multiple Employer
Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
Chemtura or any ERISA Affiliate and at least one Person other than Chemtura and
the ERISA Affiliates or (b) was so maintained and in respect of which
Chemtura or any ERISA Affiliate could have liability under Section 4064 or
4069 of ERISA in the event such plan has been or were to be
terminated.

     

    “Net Receivables Pool
Balance” means at any time the Outstanding Balance of the Eligible
Receivables in the Receivables Pool as at such time reduced by
(a) Unapplied Cash and Credits, (b) the Yield and Fee Reserve at such
time, (c) volume rebates, (d) credits in past due, (e) offsets or
other dilution reserves and (f) such other reductions as the Agent in its
good faith exercise of its discretion in a manner consistent with its customary
credit policies deems appropriate.

     

    “Notice of Conversion or
Continuation” has the meaning specified in
Section 2.16(a).

     

    “Notice of Purchase”
has the meaning specified in Section 2.02(a).

     

    “Obligor” means a
Person obligated to make payments pursuant to a Contract.

     

    “Originator” means
Chemtura, any of the entities listed on Schedule XI hereto, and any wholly owned
Subsidiaries of Chemtura as determined from time to time by and consented to in
writing by the Agent; provided, however, that any
Originator shall cease to be an Originator upon (i) the occurrence of any
event set forth in Section 7.01(f) as to such Originator, (ii) in the case
of any Originator other than Chemtura, Chemtura ceases to own, directly or
indirectly, 100% of the Equity Interests of such Originator, or
(iii) 3 Business Days’ notice to such effect by the Agent (with the
consent or at the request of the Required Purchasers) to the Seller following
the occurrence of any Event of Termination as to such Originator; provided, however, that such
Originator shall continue to be an Originator for purposes of all Pool
Receivables existing, and in which interests have been created hereunder, prior
to the occurrence of any event set forth in clauses (i) through (iii) above
(and all terms and conditions of all Transaction Documents to which such
Originator is a party shall remain binding on such Originator generally and
specifically with respect to such Pool Receivables until no such Pool
Receivables remain outstanding and such Originator shall have satisfied in full
all of its obligations under the Transaction Documents).

     

    “Other Taxes” has the
meaning specified in Section 2.14(b).

     

    “Outstanding Balance”
of any Receivable at any time means the then outstanding principal balance
thereof.

     

    
      
        
        

      

      
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    "Patriot Act" means
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law
October 26, 2001.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation (or any successor).

     

    "Permitted Liens"
means such of the following as to which no enforcement, collection, execution,
levy or foreclosure proceeding shall have been commenced (or if commenced, shall
have been stayed):  (a) Liens for taxes, assessments and
governmental charges or levies to the extent not required to be paid under
Section 5.01(c) or Section 5.04(c) hereof; (b) Liens imposed by law,
such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens
and other similar Liens arising in the ordinary course of business securing
obligations that are not overdue for a period of more than 30 days;
(c) pledges or deposits to secure obligations under workers' compensation
laws or similar legislation or to secure public or statutory obligations;
(d) easements, rights of way and other encumbrances on title to real
property that do not render title to the property encumbered thereby
unmarketable or materially adversely affect the use of such property for its
present purposes, (e) deposits or other liens to secure the performance of bids,
trade contracts (other than for Indebtedness), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business; (f) any banker's Lien or
right of offset on moneys of Chemtura or any of its Subsidiaries in favor of any
lender or holder of its commercial paper deposited with such lender or holder in
the ordinary course of business; (g) interest of lessees in property owned by
Chemtura or any of its Subsidiaries where such interests are created in the
ordinary course of their respective leasing activities and are not created
directly or indirectly in connection with the borrowing of money or the securing
of Indebtedness by Chemtura or any of its Subsidiaries; (h) Liens in favor of
customs or revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods; (i) Liens arising
from or related to precautionary UCC or like personal property security
financing statements regarding operating leases (if any) entered into by
Chemtura and its Subsidiaries in the ordinary course of business; (j) licenses,
sublicenses, leases and subleases, to the extent that such would be an
encumbrance, in each case entered into in the ordinary course of business and
not materially interfering with the business of Chemtura or any of its
Subsidiaries and (k) liens arising from judgments not otherwise constituting an
Event of Termination.

     

    “Person” means an
individual, partnership, corporation (including a business trust), joint stock
company, trust, unincorporated association, joint venture, limited liability
company or other entity, or a government or any political subdivision or agency
thereof.

     

    “Plan” means a Single
Employer Plan or a Multiple Employer Plan.

     

    “Pool Receivable”
means a Receivable in the Receivables Pool.

     

    “Potential Defaulting
Purchaser” means any Purchaser that is directly or indirectly controlled
by a Person which has, but which has not itself, commenced a voluntary, or had
commenced against it an involuntary, case under the Bankruptcy Code or any
similar bankruptcy laws of its jurisdiction of formation, or a custodian,
conservator, receiver or similar official having been appointed for such Person
or any substantial part of its assets, or such Person makes a general assignment
for the benefit of creditors or having been otherwise adjudicated as, or
determined by any Governmental Authority having regulatory authority over such
Person or its assets to be, insolvent or bankrupt.

     

    
      
        
        

      

      
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    “Potential Event of
Termination” means any event that, with the giving of notice or the
passage of time or both, would constitute an Event of Termination.

     

    “Principal Financial
Officer” of any Person means the chief financial officer, the treasurer
or the principal accounting officer of such Person.

     

    "Public Debt Rating"
means, as of any date, the rating that has been most recently announced by
either S&P, Moody's of Fitch, as the case may be, for any class of
non-credit enhanced long-term senior unsecured debt issued by a Person or, if
any such rating agency shall have issued more than one such rating, the lowest
such rating issued by such rating agency.  For purposes of the
foregoing, (a) if any rating established by S&P, Moody's or Fitch shall
be changed, such change shall be effective as of the date on which such change
is first announced publicly by the rating agency making such change; and
(b) if S&P, Moody's or Fitch shall change the basis on which ratings
are established, each reference to the Public Debt Rating announced by S&P,
Moody's or Fitch, as the case may be, shall refer to the then equivalent rating
by S&P, Moody's or Fitch, as the case may be.

     

    “Purchase” means a
purchase by the Purchasers or the Swing Purchaser of a Receivable Interest from
the Seller pursuant to Article II.

     

    “Purchasers” means the
Initial Purchasers and each Assignee that shall become a party hereto pursuant
to Section 9.01 and, in respect of each Receivable Interest, upon its
purchase by the Purchasers or the Swing Purchaser, as the case may be, the
purchasers or purchaser thereof; provided, however, that, upon
any assignment thereof pursuant to Section 9.01, the Assignee thereof shall be a
Purchaser thereof.

     

    “Ratable Portion” or
“ratably”
means, with respect to any Purchaser, the percentage obtained by dividing
(a) the Commitment of such Purchaser by (b) the Total Commitments (or,
at any time after the Termination Date, the percentage obtained by dividing the
aggregate outstanding principal balance of the Capital then owing to such
Purchaser by the aggregate outstanding principal balance of the Capital then
owing to all Purchasers).

     

    “Receivable” means the
indebtedness (whether constituting accounts or general intangibles or chattel
paper or otherwise) of any Obligor under a Contract, and includes the right to
payment of any interest or finance charges and other obligations of such Obligor
with respect thereto.

     

    “Receivable Interest”
means, at any time, an undivided percentage ownership interest at such time in
(a) all then outstanding Pool Receivables arising prior to the time of the
most recent computation or recomputation of such undivided percentage interest
pursuant to Section 2.06, (b) all Related Security with respect to
such Pool Receivables and (c) all Collections with respect to, and other
proceeds of, such Pool Receivables.  Such undivided percentage
interest for such Receivable Interest shall be computed as:

     

    
      
        
        

      

      
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    where:

     

    C  =
the outstanding Capital Investment made in connection with such Receivable
Interest at the time of such computation;

     

    AR  =
the aggregate Applicable Reserve at the time of such computation;

     

    NRPB  =
the Net Receivables Pool Balance at the time of such computation;

     

    provided, however, that upon
the occurrence of any Termination Date that results from the occurrence and
continuance of an Event of Termination pursuant to Section 7.01 or the
Reinvestment Termination Date in turn resulting from the designation of the
Reinvestment Termination Date by the Agent pursuant to the definition of
“Reinvestment Termination Date” contained in this Section 1.01 (such Termination
Date being the “Special Termination
Date”), the Receivable Interests then outstanding under this Agreement,
if more than one Receivable Interest, shall be combined into one Receivable
Interest hereunder (such one Receivable Interest, whether the one Receivable
Interest then outstanding or the one Receivable Interest resulting from such
combination of Receivable Interests, being the “Special Receivable
Interest”) and such Special Receivable Interest shall then be recomputed
to be, and shall be fixed at all times thereafter at, an undivided percentage
ownership interest of one hundred percent (100%) in (i) all then
outstanding Pool Receivables arising prior to the Special Termination Date,
(ii) all Related Security with respect to such Pool Receivables and
(iii) all Collections with respect to, and other proceeds of, such Pool
Receivables.

     

    Each
Receivable Interest shall be determined from time to time pursuant to the
provisions of Section 2.06.

     

    “Receivable Interest
Percentage” means the percentage of the Collections to be applied to
reduce Capital to zero and to pay all other amounts payable to the Agent and the
Purchasers in connection with the Program pursuant to
Section 2.08.

     

    “Receivables Sale
Agreement” means the Receivables Sale Agreement, dated as of the Closing
Date, in substantially the form of Exhibit D hereto, among each Originator,
as seller, and Chemtura Receivables LLC, as buyer, as the same may from time to
time be amended, supplemented or otherwise modified with the prior written
consent of the Required Purchasers.

     

    “Receivables Pool”
means at any time the aggregation of each then outstanding
Receivable.

     

    “Receivables Report”
means a report, in substantially the form of Exhibit B-2 hereto, furnished
by the Servicer to the Agent for the benefit of the Purchasers pursuant to
Section 5.05(g).

     

    
      
        
        

      

      
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    “Records” means, with
respect to any Receivable, all Contracts and other documents, books, records and
other information (including, without limitation, computer programs, tapes,
disks, punch cards, data processing software and related property and rights)
relating to such Receivable and the related Obligor.

     

    “Register” has the
meaning specified in Section 9.02.

     

    “Regulation U”
means Regulation U of the Board, as the same is from time to time in
effect, and all official rulings and interpretations thereunder or
thereof.

     

    “Regulation X”
means Regulation X of the Board, as the same is from time to time in
effect, and all official rulings and interpretations thereunder or
thereof.

     

    “Reinvestment Termination
Date” means that Business Day which the Seller or the Agent designates as
the first date on which Collections in respect of each Receivable Interest shall
not be reinvested in accordance with Section 2.07, by notice to the Agent (if
the Seller so designates) at least five Business Days prior to such designated
Business Day or by notice to the Seller (if the Agent so designates) at least
one Business Day prior to such designated Business Day.

     

    “Related Security”
means with respect to any Receivable:

     

    (i)           all
of the Seller’s interest in the goods (including returned goods), if any,
relating to the sale which gave rise to such Receivable;

     

    (ii)           all
other security interests or liens and property subject thereto from time to time
purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, together with all financing
statements signed or authenticated by an Obligor describing any collateral
securing such Receivable;

     

    (iii)           all
letter of credit rights, guarantees, insurance and other agreements or
arrangements of whatever character from time to time supporting or securing
payment of such Receivable, whether pursuant to the Contract related to such
Receivable or otherwise;

     

    (iv)           all
Records relating to such Receivable (subject, in the case of Records consisting
of computer programs, data processing software and other intellectual property
under license from third parties, to restrictions imposed by such license on the
sublicensing or transfer thereof);

     

    (v)           all
of the Seller’s right, title and interest in and to the
following:  the Receivables Sale Agreement, including, without
limitation, (i) all rights to receive moneys due and to become due under or
pursuant to the Receivables Sale Agreement, (ii) all rights to receive
proceeds of any indemnity, warranty or guaranty with respect to the Receivables
Sale Agreement, (iii) claims for damages arising out of or for breach of or
default under the Receivables Sale Agreement, and (iv) the right to perform
under the Receivables Sale Agreement and to compel performance and otherwise
exercise all remedies thereunder;

     

    
      
        
        

      

      
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    (vi)           all
rights in respect of lock-boxes and accounts to which Collections are sent or
deposited, and all funds and investments therein; and

     

    (vii)           all
proceeds of any and all of the foregoing (including, without limitation,
proceeds which constitute property of the types described in clause (v)
above).

     

    “Required Net Receivables
Pool Balance” means, at any time, the sum of (i) the aggregate
outstanding Capital at such time plus (ii) the aggregate Applicable Reserve
at such time.

     

    “Required Purchasers”
means at any time Purchasers holding more than 50% of the aggregate Total
Commitments or, after the Termination Date, more than fifty percent (50%) of the
aggregate Capital at such time.  The Total Commitments and Capital of
a Defaulting Purchaser shall not be included in the calculation of “Required
Purchasers”.

     

    “Reserve Percentage”
means, as of the Closing Date, 20%, provided that the
Reserve Percentage may, upon at least one Business Day’s prior written notice by
the Agent to the Seller and the Servicer, be increased or decreased by the Agent
at any time and in its discretion (except that the Agent may not reduce the
Reserve Percentage below 20% without the prior written consent of each
Purchaser).

     

    “Responsible Officer”
means, with respect to any Person, the chief executive officer, the president,
any Principal Financial Officer, any vice president, corporate controller,
treasurer, assistant treasurer, secretary, assistant secretary, managing members
or general partners of such Person but, in any event, with respect to financial
matters, each Seller Report and each Receivables Report, any Principal Financial
Officer of such Person.

     

    “S&P” means
Standard & Poor’s Ratings Service.

     

    “Sale/Leaseback
Transaction” has the meaning set forth in Section 5.06(i).

     

    “SEC” means the
Securities and Exchange Commission.

     

    “Seller Report” means
a report, in substantially the form of Exhibit B-1 hereto, furnished by the
Servicer to the Agent for the benefit of each Purchaser pursuant to
Section 5.05(f).

     

    “Seller’s Account”
means the deposit account of the Seller (account number 30789276, ABA
02100089) maintained with Citibank, N.A. at its office at 399 Park Avenue, New
York, New York 10043.

     

    “Senior Credit
Agreement” means the Amended and Restated Credit Agreement dated as of
July 31, 2007 among Chemtura and its Subsidiaries party thereto, the lenders
party thereto and Citibank, N.A., as agent, as the same may be amended or
supplemented from time to time.

     

    
      
        
        

      

      
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    “Servicer” has the
meaning specified in Section 6.01, except that, for purposes of
Sections 4.01, 4.02, 5.01, 5.02, 5.03, 5.04, 5.05, 5.06, 5.07 and 7.01 (and
any defined terms used therein), references to “the Servicer” shall
mean Chemtura if the Servicer is not Chemtura or an Affiliate of
Chemtura.

     

    “Servicer Fee” has the
meaning specified in Section 2.11.

     

    “Settlement Period”
means, for each Receivable Interest:

     

    (a)           in
the case of any Settlement Period in respect of which Yield is computed by
reference to the Applicable LIBO Rate, initially, the period beginning on the
date of Purchase of such Receivable Interest and ending on and including the
last day of the calendar month in which the date of such Purchase occurs, and
thereafter, each successive period commencing on the last day of the immediately
preceding Settlement Period and ending on the last day of the next succeeding
calendar month during the term of this Agreement; provided, however, that if an
Event of Termination shall have occurred and be continuing, such Settlement
Period shall be of such duration as shall be selected by the Agent;

     

    (b)           in
the case of any Settlement Period in respect of which Yield is computed by
reference to the Applicable Base Rate, such Settlement Period shall be of such
duration as shall be selected by the Agent; and

     

    (c)           in
the case of any Settlement Period that ends on a day that is not a Business Day,
such Settlement Period shall be extended to end on the next succeeding Business
Day; provided, however, that if, in the case
of any Settlement Period in respect of which Yield is computed by reference to
the Applicable LIBO Rate, such extension would cause such Settlement Period to
end in the next following calendar month, such Settlement Period shall end on
the next preceding Business Day.

     

    "Single Employer Plan"
means a single employer plan, as defined in Section 4001(a)(15) of ERISA,
that (a) is maintained for employees of Chemtura or any of its ERISA
Affiliate and no Person other than Chemtura and its ERISA Affiliates or
(b) was so maintained and in respect of which Chemtura or any of its ERISA
Affiliates could have liability under Section 4069 of ERISA in the event
such plan has been or were to be terminated.

     

    “Solvent” means, with
respect to any Person on a particular date, that on such date (a) the fair
value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay such debts and liabilities as
they mature and (d) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person's property would constitute an unreasonably small
capital.  The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “Special Receivable
Interest” has the meaning specified in the definition of “Receivable Interest”
contained in this Section 1.01.

     

    “Special Termination
Date” has the meaning specified in the definition of “Receivable Interest”
contained in this Section 1.01.

     

    “Subordinated Note”
has the meaning specified in the Receivables Sale Agreement.

     

    “Subsidiary” of any
Person means any corporation, partnership, joint venture, limited liability
company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a
majority of the Board of Directors of such corporation (irrespective of whether
at the time capital stock of any other class or classes of such corporation
shall or might have voting power upon the occurrence of any contingency),
(b) the interest in the capital or profits of such limited liability
company, partnership or joint venture or (c) the beneficial interest in
such trust or estate is at the time directly or indirectly owned or controlled
by such Person, by such Person and one or more of its other Subsidiaries or by
one or more of such Person's other Subsidiaries.

     

    “Super Majority
Purchasers” means at any time Purchasers holding more than 66 2/3%
of the aggregate Total Commitments or, after the Termination Date, more than
66 2/3% of the aggregate Capital outstanding at such time.

     

    “Swing Purchase” has
the meaning specified in Section 2.03.

     

    “Swing Purchase
Request” has the meaning specified in Section 2.03(b).

     

    “Swing Purchase
Sublimit” means, at any time, $15,000,000.

     

    “Swing Purchaser”
means CUSA or any other Purchaser that becomes the Agent or agrees, with the
approval of the Agent and the Seller, to act as the Swing Purchaser hereunder,
in each case in its capacity as the Swing Purchaser hereunder.

     

    “Taxes” has the
meaning specified in Section 2.14(a).

     

    “Termination Date”
means the earlier of (i) the Commitment Termination Date, and (ii) the
date of termination in whole of the aggregate Commitments pursuant to
Section 2.05 or 7.01.

     

    “Total Commitments”
means the aggregate of all Commitments of all Purchasers, as such amount may be
reduced from time to time pursuant to Section 2.05 or increased pursuant to
Section 2.04.  On the Closing Date, the Total Commitments aggregate
$150,000,000.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Transaction
Documents” means this Agreement, the Receivables Sale Agreement, the
Certificate, each Subordinated Note, the Account Control Agreements, the
Lock-Box Agreements, the Fee Letter, and each certificate, agreement or document
executed by the Seller, the Servicer or an Originator and delivered to the Agent
or any Purchaser in connection with or pursuant to any of the
foregoing.

     

    “Transaction Parties”
means the Seller, each Originator and the Servicer.

     

    “Triggering Event”
means any of the following events:  (i) the Termination Date, or
(ii) the occurrence of an Event of Termination or a Potential Event of
Termination.  For the avoidance of doubt, the cessation of an existing
Triggering Event does not preclude the occurrence of a subsequent Triggering
Event.

     

    “Type” refers to the
distinction between Purchases bearing interest at the Applicable Base Rate and
Purchases bearing interest at the Applicable LIBO Rate.

     

    “UCC” means, at any
time, the Uniform Commercial Code as from time to time in effect in the State of
New York at such time; provided, however, that in the
event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection, effect of perfection or non-perfection or priority of
the interests of the Agent or the Purchasers under any Transaction Document is
governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such attachment, perfection or priority and
for purposes of definitions related to such provisions, regardless of whether
the same would be so shown.

     

    “Unapplied Cash and
Credits” means, at any time, the aggregate amount of Collections or other
cash or credits then held by or for the account of the Servicer, any Originator
or the Seller in respect of the payment of Pool Receivables, but not yet applied
or reinvested pursuant to Section 2.07 or applied pursuant to
Section 2.08.

     

    “United States” and
“U.S.” each
means United States of America.

     

    “Unused Commitment
Fee” has the meaning specified in Section 2.11.

     

    “U.S. Dollars” and
“$” each means
the lawful currency of the United States.

     

    “Voting Interests”
means capital stock issued by a corporation, or equivalent Equity Interests in
any other Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even if the right so to vote has
been suspended by the happening of such a contingency.

     

    “Welfare Plan” means a
welfare plan, as defined in Section 3(1) of ERISA.

     

    "Withdrawal Liability"
has the meaning specified in Part I of Subtitle E of Title IV of
ERISA.

     

    “Yield” means
(a) for each Capital Investment made at the Applicable LIBO Rate, for any
Yield Period:

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    

    where:

     

    
      	
               
      

            	
              AR

            	
              =

            	
              the
      Applicable LIBO Rate for such Capital Investment for such Yield
      Period;

            


    

     

    
      	
               
      

            	
              C

            	
              =

            	
              the
      amount of such Capital Investment;

            


    

     

    
      	
               
      

            	
              ED

            	
              =

            	
              the
      actual number of days elapsed during such Yield Period;
  and

            


    

     

    
      	
               
      

            	
              LC

            	
              =

            	
              all
      Liquidation Costs, if any, for such Receivable Interest for such Yield
      Period; and

            


    

     

    (b)           for
each Capital Investment made at the Applicable Base Rate for any period of
time:

     

    

    where:

     

    
      	
               
      

            	
              AR

            	
              =

            	
              the
      Applicable Base Rate from time to
time;

            


    

     

    
      	
               
      

            	
              C

            	
              =

            	
              the
      amount of such Capital Investment;
and

            


    

     

    
      	
               
      

            	
              ED

            	
              =

            	
              the
      actual number of days elapsed;

            


    

     

    provided, that no
provision of this Agreement shall require the payment or permit the collection
of Yield in excess of the maximum permitted by applicable law; provided, further, that Yield
for any Capital Investment shall not be considered paid by any distribution to
the extent that at any time all or a portion of such distribution is rescinded
or must otherwise be returned for any reason.

     

    “Yield and Fee
Reserve” means, as of any date of determination an amount in U.S. Dollars
equal to the sum of (A) the Servicer Fee accrued and unpaid through such
date, (B) the aggregate Yield, Unused Commitment Fee, Agent’s Fee and any
other fees accrued and unpaid through such date and (C) aggregate of any
other amounts accrued and owing hereunder by the Seller to the Purchasers or the
Agent.

     

    “Yield Period” means,
in the case of any Capital Investment made at the Adjusted LIBO Rate,
(a) initially, the period commencing on the date such Capital Investment is
made or on the date of conversion of a Capital Investment made at the Alternate
Base Rate to a Capital Investment made at the Adjusted LIBO Rate and ending one,
two, or three months thereafter, as selected by the Seller in its Notice of
Purchase and (b) thereafter, if such Capital Investment is continued, in
whole or in part, as a Capital Investment made at the Adjusted LIBO Rate, a
period commencing on the last day of the immediately preceding Yield Period
therefor and ending one, two, or three months thereafter, as selected by the
Seller in its Notice of Conversion or Continuation given to the Agent; provided, however, that all of
the foregoing provisions relating to Yield Periods in respect of Capital
Investment made at the Adjusted LIBO Rates are subject to the
following:

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (a)           if
any Yield Period would otherwise end on a day that is not a Business Day, such
Yield Period shall be extended to the next succeeding Business Day, unless the
result of such extension would be to extend such Yield Period into another
calendar month, in which event such Yield Period shall end on the immediately
preceding Business Day;

     

    (b)           any
Yield Period that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month at
the end of such Yield Period) shall end on the last Business Day of a calendar
month;

     

    (c)           the
Seller may not select any Yield Period that ends after the Commitment
Termination Date; and

     

    (d)           there
shall be outstanding at any one time no more than eight Yield Periods in
the aggregate.

     

    SECTION 1.02   
Other
Terms.

     

    (a)           All
accounting terms not specifically defined herein shall be construed in
accordance with GAAP.

     

    (b)           In
the event of any future material acquisition or disposition of assets by
Chemtura and its Subsidiaries, determinations of EBITDA in respect of any period
of four consecutive fiscal quarters shall be made on a pro forma basis as if
such transaction had been consummated on the first day of such
period.

     

    (c)           All
terms used in Article 9 of the UCC as in effect from time to time in the
State of New York and not specifically defined herein are used herein as defined
in such Article 9.

     

    SECTION 1.03   
Computation of Time
Periods.

     

    Unless
otherwise stated in this Agreement, in the computation of a period of time from
a specified date to a later specified date, the word “from” means “from and including”
and the words “to” and “until” each means
“to but
excluding”.

     

    ARTICLE II

     

    AMOUNTS
AND TERMS OF THE PURCHASES

     

    SECTION 2.01   
Commitment.

     

    (a)           On
the terms and conditions herein set forth, each Purchaser severally agrees to
make Purchases (i) on the Closing Date and from time to time thereafter on
any Business Day during the period from the Closing Date to the Termination Date
and (ii) in an aggregate amount for such Purchaser not to exceed at any
time outstanding such Purchaser’s Commitment; provided, however, that no
Purchaser shall be obligated to make any Purchase if, after giving effect to
such Purchase, the Capital then outstanding would exceed the Total
Commitments.  Purchases shall be made by the Purchasers simultaneously
and ratably in accordance with their respective Commitments.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      (b)           Until
the Agent gives the Seller the notice provided in Section 3.02(b)(iv), the
Agent, on behalf of the Purchasers which own Receivable Interests, may have the
Collections attributable to such Receivable Interests automatically reinvested
pursuant to Section 2.07 in additional undivided percentage interests in the
Pool Receivables by making an appropriate adjustment of such Receivable
Interests.

       

      SECTION 2.02   
Making
Purchases.

       

      (a)           Each
Purchase of a Receivable Interest by the Purchasers shall be made on notice from
the Seller to the Agent, given not later than 11:00 a.m. (New York time)
(i) on the third Business Day before the date of such Purchase in the case
of the Purchase of any Receivable Interest initially bearing Yield at the
Applicable LIBO Rate and (ii) on the Business Day before the date of such
Purchase in the case of the Purchase of any Receivable Interest initially
bearing Yield at the Applicable Base Rate.  Each such notice of a
proposed Purchase of a Receivable Interest (a “Notice of Purchase”)
shall be by telephone (confirmed promptly thereafter in writing) or facsimile,
in substantially the form of Exhibit F hereto, and shall specify (w) the
requested aggregate amount of such Purchase to be paid to the Seller, (x) the
requested Business Day of such Purchase, (y) the Type of such Purchase and (z)
if the Purchase of the Receivable Interest shall initially bear Yield at the
Applicable LIBO Rate, the Yield Period.  Each Purchase of any
Receivable Interest initially bearing Yield at the Applicable LIBO Rate shall be
in an aggregate amount of not less than $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and each Purchase of any Receivable Interest
initially bearing Yield at the Applicable Base Rate shall be in an aggregate
amount of not less than $1,000,000 or an integral multiple of $1,000,000 in
excess thereof.

       

      (b)           The
Agent shall give each Purchaser prompt notice (it being understood by the
parties hereto that if a Notice of Purchase is received by the Agent prior to
11:00 A.M. (New York time) on any Business Day, the Agent shall give each
Purchaser notice on that same Business Day) of the receipt by it of any such
Notice of Purchase, the date of such Purchase, the Type of such Purchase, the
Yield Period with respect to such Purchase (if applicable), and the amount of
such Purchaser’s Capital Investment in connection with such Purchase, by telefax
or telephone (any such notice given by telephone shall be confirmed promptly by
email or other written confirmation).  On the date of such Purchase,
each Purchaser shall, upon satisfaction of the applicable conditions set forth
in Article III, make available to the Agent its Ratable Portion of the
aggregate amount of such Purchase by deposit of such Ratable Portion in same day
funds to the Agent’s Account, and, after receipt by the Agent of such funds, the
Agent shall cause such funds to be made immediately available to the Seller at
the Seller’s Account.

       

      (c)           Each
Notice of Purchase delivered pursuant to Section 2.02(a) shall be
irrevocable and binding on the Seller.  The Seller shall indemnify
each Purchaser against any actual loss or expense incurred by such Purchaser as
a result of any failure to fulfill on or before the date of any proposed
Purchase (as to which a Notice of Purchase has been given pursuant to
Section 2.02(a)) the applicable conditions set forth in Article III,
including, without limitation, any amounts payable pursuant to
Section 2.12.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

     

    (d)           Unless
the Agent shall have received notice from a Purchaser prior to the time of any
Purchase that such Purchaser will not make available to the Agent such
Purchaser’s ratable portion of such Purchase, the Agent may assume that such
Purchaser has made such portion available to the Agent on the date of such
Purchase in accordance with Section 2.02(b), and the Agent may, in reliance
upon such assumption, make available to the Seller on such date a corresponding
amount.  However, if the Agent has received such notice from such
Purchaser, the Agent may not make such assumption and may not make available to
the Seller on such date such corresponding amount.  If and to the
extent that such Purchaser (other than a Purchaser that has delivered to the
Agent a notice of the type described in the two immediately preceding sentences)
shall not have made such ratable portion available to the Agent and the Agent
has made such ratable portion available to the Seller, such Purchaser and the
Seller severally agree to pay (to the extent not repaid by the Seller or such
Purchaser, respectively) to the Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Seller until the date such amount is repaid to the Agent,
at (i) in the case of the Seller, the Yield applicable to such amount and
(ii) in the case of such Purchaser, the Federal Funds Rate.  If
such Purchaser shall repay to the Agent such corresponding amount, such amount
so repaid shall constitute such Purchaser’s ratable portion of such Purchase for
purposes of this Agreement.

     

    (e)           The
failure of any Purchaser to make available such Purchaser’s ratable portion of
any Purchase, or the occurrence of any Purchaser becoming a Defaulting Purchaser
or a Potential Defaulting Purchaser, shall not relieve any other Purchaser of
its obligation, if any, hereunder to make available such other Purchaser’s
ratable portion of such Purchase on the date of such Purchase, but no Purchaser
shall be responsible for the failure of any other Purchaser to make available
such other Purchaser’s ratable portion of such Purchase on the date of any
Purchase.  Nothing herein shall prejudice any rights that the Seller
may have against any Defaulting Purchaser or Potential Defaulting
Purchaser.

     

    SECTION 2.03   
Swing
Purchases.

     

    (a)           On
the terms and subject to the conditions contained in this Agreement, the Swing
Purchaser may, in its sole discretion, make, in U.S. Dollars, Purchases (each a
“Swing
Purchase”) otherwise committed to the Seller hereunder from time to time
on any Business Day during the period from the Closing Date until the
Termination Date in an aggregate principal amount at any time outstanding
(together with the aggregate outstanding principal amount of any other Purchase
made by the Swing Purchaser hereunder in its capacity as the Swing Purchaser)
not to exceed the Swing Purchase Sublimit; provided, however, that at no
time shall the Swing Purchaser make any Swing Purchase to the extent that, after
giving effect to such Swing Purchase, the Capital then outstanding would exceed
the Total Commitments.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (b)           In
order to request a Swing Purchase, the Seller shall telecopy (or forward by
electronic mail or similar means) to the Agent a duly completed request in
substantially the form of Exhibit G, setting forth the requested amount and
date of such Swing Purchase (a “Swing Purchase
Request”), to be received by the Agent not later than 12:00 p.m.
(New York time) on the day of the proposed purchase.  The Agent shall
promptly notify the Swing Purchaser of the details of the requested Swing
Purchase.  Subject to the terms of this Agreement, the Swing Purchaser
may make the Capital Investment in connection with such Swing Purchase available
to the Agent and, in turn, the Agent shall make such amounts available to the
Seller on the date of the relevant Swing Purchase Request.  The Swing
Purchaser shall not make any Swing Purchase in the period commencing on the
first Business Day after it receives written notice from the Agent or any
Purchaser that one or more of the conditions precedent contained in
Section 3.02 shall not on such date be satisfied, and ending when such
conditions are satisfied.  The Swing Purchaser shall not otherwise be
required to determine that, or take notice whether, the conditions precedent set
forth in Section 3.02 have been satisfied in connection with the making of
any Swing Purchase.  Each Swing Purchase shall be in an aggregate
amount of not less than $100,000.

     

    (c)           The
Swing Purchaser shall notify the Agent in writing (which writing may be a
telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York
time) on the first Business Day of each week, of the aggregate principal amount
of its Capital Investments made in connection with Swing Purchases.

     

    (d)           The
Swing Purchaser may demand at any time (and shall demand at least once per week)
that each Purchaser pay to the Agent, for the account of the Swing Purchaser, in
the manner provided in clause (e) below, such Purchaser’s ratable
portion of all or a portion of the Swing Purchaser’s Capital outstanding in
connection with Swing Purchases, which demand shall be made through the Agent,
shall be in writing and shall specify the outstanding principal amount of the
Capital demanded to be so reduced.

     

    (e)           The
Agent shall forward each notice referred to in clause (c) above and
each demand referred to in clause (d) above to each Purchaser on the
day such notice or such demand is received by the Agent (except that any such
notice or demand received by the Agent after 2:00 p.m. (New York time) on
any Business Day or any such demand received on a day that is not a Business Day
shall not be required to be forwarded to the Purchasers by the Agent until the
next succeeding Business Day), together with a statement prepared by the Agent
specifying the amount of each Purchaser’s ratable portion of the aggregate
principal amount of the Capital in connection with Swing Purchases stated to be
outstanding in such notice or demanded to be paid pursuant to such demand, and,
notwithstanding whether or not the conditions precedent set forth in
Section 3.02 and Section 2.01 shall have been satisfied (which
conditions precedent the Purchasers hereby irrevocably waive), each Purchaser
shall, before 11:00 a.m. (New York time) on the Business Day next
succeeding the date of such Purchaser’s receipt of such notice or demand, make
available to the Agent, in immediately available funds, for the account of the
Swing Purchaser, the amount specified in such statement; provided, however, that
notwithstanding anything to the contrary in the foregoing, no Purchaser shall be
obligated to purchase a ratable portion of, or otherwise pay any sum in respect
of, a Swing Purchase if the purchase by such Purchaser of a ratable portion of,
or payment of other sum in respect of, such Swing Purchase would cause such
Purchaser’s aggregate Capital Investment to exceed its
Commitment.  Upon such purchase by a Purchaser, such Purchaser shall,
except as provided in clause (f), be deemed to have made a Purchase with a
Capital Investment equal to the amount actually paid by such
Purchaser.  The Agent shall use such funds to reduce the Swing
Purchaser’s Capital in respect of Swing Purchases.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (f)           Upon
the occurrence of an Event of Termination under Section 7.01(f), each Purchaser
shall acquire, without recourse or warranty, an undivided participation in each
Swing Purchase otherwise required to be repaid by such Purchaser pursuant to
clause (e) above, which participation shall be in a principal amount equal
to such Purchaser’s Ratable Portion in such Swing Purchase, by paying to the
Swing Purchaser on the date on which such Purchaser would otherwise have been
required to make a payment in respect of such Swing Purchase pursuant to
clause (e) above, in immediately available funds, an amount equal to such
Purchaser’s Ratable Portion of such Swing Purchase.  If all or part of
such amount is not in fact made available by such Purchaser to the Swing
Purchaser on such date, the Swing Purchaser shall be entitled to recover any
such unpaid amount on demand from such Purchaser together with interest accrued
from such date at the Federal Funds Rate for the first Business Day after such
payment was due and thereafter at the Applicable Base Rate.

     

    (g)           From
and after the date on which any Purchaser (i) is deemed to have made a
Purchase pursuant to clause (e) above with respect to any Swing Purchase or
(ii) purchases an undivided participation interest in a Swing Purchase
pursuant to clause (f) above, the Swing Purchaser shall promptly distribute
to such Purchaser such Purchaser’s Ratable Portion of all payments of principal
of and interest received by the Swing Purchaser on account of such Swing
Purchase other than those received from a Purchaser pursuant to clause (e)
or (f) above.

     

    SECTION 2.04   
Commitment
Increases.

     

    (a)           The
Seller may, at any time but in any event not more than twice prior to the
Termination Date, by notice to the Agent, request that the Total Commitments, be
increased by an amount of $25,000,000 or an integral multiple thereof (each a
"Commitment
Increase") to be effective as of a date that is at least 90 days prior to
the scheduled Termination Date then in effect (the "Increase Date") as
specified in the related notice to the Agent; provided, however that (i) in
no event shall the Total Commitments at any time exceed $200,000,000 and (ii) on
the date of any request by the Seller for a Commitment Increase and on the
related Increase Date the applicable conditions set forth in Section 3.02 shall
be satisfied.

     

    (b)           The
Agent shall promptly notify the Purchasers of a request by the Seller for a
Commitment Increase, which notice shall include (i) the proposed amount of such
requested Commitment Increase, (ii) the proposed Increase Date and (iii) the
date by which Purchasers wishing to participate in the Commitment Increase must
commit to an increase in the amount of their respective Commitments (the "Commitment Date"),
which Commitment Date shall be no less than five Business Days from the date on
which such notice is given.  Each Purchaser that is willing to
participate in such requested Commitment Increase (each an "Increasing
Purchaser") shall, in its sole discretion, give written notice to the
Agent on or prior to the Commitment Date of the amount by which it is willing to
increase its Commitment.  If the Purchasers notify the Agent that they
are willing to increase the amount of their respective Commitments by an
aggregate amount that exceeds the amount of the requested Commitment Increase,
the requested Commitment Increase shall be allocated among the Purchasers
willing to participate therein in such amounts as are agreed between the Seller
and the Agent.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (c)           Promptly
following each Commitment Date, the Agent shall notify the Seller as to the
amount, if any, by which the Purchasers are willing to participate in the
requested Commitment Increase.  If the aggregate amount by which the
Purchasers are willing to participate in any requested Commitment Increase on
any such Commitment Date is less than the requested Commitment Increase, then
the Seller may extend offers to one or more Eligible Assignees to participate in
any portion of the requested Commitment Increase that has not been committed to
by the Purchasers as of the applicable Commitment Date; provided, however, that the
Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or
more.

     

    (d)           On
each Increase Date, each Eligible Assignee that accepts an offer to participate
in a requested Commitment Increase in accordance with Section 2.04(c) (each such
Eligible Assignee, an "Assuming Purchaser")
shall become a Purchaser party to this Agreement as of such Increase Date and
the Commitment of each Increasing Purchaser for such requested Commitment
Increase shall be so increased by such amount (or by the amount allocated to
such Purchaser pursuant to the last sentence of Section 2.04(b)) as of such
Increase Date; provided, however, that the Agent shall have received on or
before such Increase Date the following, each dated such date:

     

    (i)           (A)
certified copies of resolutions of the Seller approving the Commitment Increase
and (B) an opinion of counsel for the Seller (which may be in-house counsel), in
form and substance reasonably satisfactory to the Agent;

     

    (ii)           an
assumption agreement from each Assuming Purchaser, if any, in form and substance
reasonably satisfactory to the Seller and the Agent (each an "Assumption
Agreement"), duly executed by such Eligible Assignee, the Agent and the
Seller; and

     

    (iii)           confirmation
from each Increasing Purchaser of the increase in the amount of its Commitment
in a writing satisfactory to the Seller and the Agent.

     

    On each
Increase Date, upon fulfillment of the conditions set forth in the immediately
preceding sentence of this Section 2.04(d), the Agent shall notify the
Purchasers (including, without limitation, each Assuming Purchaser) and the
Seller, on or before 12:00 Noon (New York City time), by telecopier, of the
occurrence of the Commitment Increase to be effected on such Increase Date and
shall record in the Register the relevant information with respect to each
Increasing Purchaser and each Assuming Purchaser on such date.  Each
Increasing Purchaser and each Assuming Purchaser shall, before 2:00 P.M. (New
York City time) on the Increase Date, make Purchases in an amount equal to such
Purchaser’s ratable portion of the Commitment Increase.

     

    
      
        
        

      

      
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    SECTION 2.05   
Termination or
Reduction of the Commitments.

     

    The
Seller may, upon at least 5 Business Days’ notice to the Agent, and so long as,
after giving effect to a proposed reduction, no Event of Termination or
Potential Event of Termination, would exist, terminate in whole or reduce in
part, the unused portions of the Commitments of the Purchasers; provided, however, that for
purposes of this Section 2.05, the unused portions of the Commitments of
the Purchasers shall be computed as the excess of (a) the Total Commitments
immediately prior to giving effect to such termination or reduction over
(b) the aggregate outstanding Capital at the time of such computation;
provided, further, that each such partial reduction of the unused portions of
the Commitments (x) shall be in an amount equal to at least $10,000,000 and
shall be an integral multiple of $1,000,000 in excess thereof, (y) shall be
made ratably among the Purchasers in accordance with their respective
Commitments and (z) shall reduce the Total Commitment in an amount equal to
each such reduction.

     

    SECTION 2.06   
Receivable
Interest.

     

    (a)           Each
Receivable Interest shall be initially computed as of the opening of business of
the Servicer on the date of Purchase of such Receivable
Interest.  Thereafter until the Termination Date, such Receivable
Interest shall be automatically recomputed as of the close of business of the
Servicer on each day (other than a Liquidation Day, unless such Liquidation Day
results from the occurrence of a Reinvestment Termination Date).

     

    (b)           Such
Receivable Interest shall remain constant from the time as of which any such
computation or recomputation is made until the time as of which the next such
recomputation, if any, shall be made.  Each Receivable Interest other
than any Special Receivable Interest, as computed as of the day immediately
preceding the Termination Date, shall remain constant at all times on and after
the Termination Date; and any Special Receivable Interest, as computed as of any
Special Termination Date, shall remain constant (at 100%) at all times on and
after such Special Termination Date.

     

    (c)           Such
Receivable Interest shall become zero at such time as the Purchasers of such
Receivable Interest shall have received the accrued Yield for such Receivable
Interest, shall have recovered the Capital Investment of such Receivable
Interest, and shall have received payment of all other amounts payable by the
Seller to such Purchasers, and the Servicer shall have received the accrued
Servicer Fee for such Receivable Interest.

     

    SECTION 2.07   
Non-Liquidation
Settlement Procedures.

     

    (a)           On
each day (other than a Liquidation Day) during each Settlement Period for each
Receivable Interest, the Servicer shall:  (i) first, out of
Collections of Pool Receivables attributable to such Receivable Interest
received on such day, set aside and hold in trust for the Purchasers of such
Receivable Interest an amount equal to the sum of (A) the Yield, Agent’s Fee and
Servicer Fee accrued through such day for such Receivable Interest and not so
previously set aside plus (B) the Unused Commitment Fee payable to the
Purchasers plus (C) the Cure Amount, if any, in respect of such Receivable
Interest for such day and not so previously set aside, (ii) second, if the Swing
Purchaser shall so request, distribute to the Swing Purchaser an amount in U.S.
Dollars equal to that amount, if any, which would be required to reduce the
Swing Purchasers Capital in respect of Swing Purchases to zero and (iii) third,
reinvest the remainder of such Collections, for the benefit of such Purchasers,
by recomputation of such Receivable Interest pursuant to Section 2.06 as of the
end of such day and the payment of such remainder to the Seller; provided, however, that, to the extent
that any Purchaser shall be required for any reason to pay over any amount of
Collections which shall have been previously reinvested for the account of such
Purchaser pursuant hereto, such amount shall be deemed not to have been so
applied but rather to have been retained by the Seller and paid over for the
account of such Purchaser and, notwithstanding any provision hereof to the
contrary, such Purchaser shall have a claim for such amount.  On the
last day of each Settlement Period for such Receivable Interest, the Servicer
shall deposit to the Agent’s Account for the account of the Purchasers of such
Receivable Interest the amounts set aside as described in clause (i) of the
first sentence of this Section 2.07.  Upon receipt of such funds by
the Agent, the Agent shall distribute them (A) to the Purchasers of such
Receivable Interest (x) in payment of the accrued Yield for such Receivable
Interest, (y) in payment of the Unused Commitment Fee payable to the Purchasers,
and (z) in reduction of the Capital of such Receivable Interest in the amount of
the Cure Amount, if any, then in respect of such Receivable Interest, (B) to the
Agent in payment of the accrued Agent’s Fee payable to the Agent with respect to
such Receivable Interest, and (C) to the Servicer in payment of the accrued
Servicer Fee payable with respect to such Receivable Interest.  If
there shall be insufficient funds on deposit for the Agent to distribute funds
in payment in full of the aforementioned amounts, the Agent shall distribute
funds first, if a
Person other than Chemtura or one of its Affiliates is then acting as the
Servicer, in payment of the accrued Servicer Fee payable to such Servicer with
respect to such Receivable Interest, second, in payment of the
accrued Agent’s Fee and Yield for such Receivable Interest and the Unused
Commitment Fee, pari passu, third, in reduction of the
Capital of such Receivable Interest in the amount of the Cure Amount, if any,
then in respect of such Receivable Interest, and fourth, if Chemtura or one of
its Affiliates is then acting as the Servicer, in payment of the accrued
Servicer Fee payable to such Servicer with respect to such Receivable
Interest.

     

    
      
        
        

      

      
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    SECTION 2.08   
Liquidation Settlement
Procedures.

     

    (a)           On
each Liquidation Day (including, without limitation, the Special Termination
Date), the Servicer (or, if an Event of Termination shall have occurred and be
continuing, the Agent) shall deposit to the Agent’s Account (x) during the
occurrence and continuance of an Event of Termination, the Collections of Pool
Receivables received on such day or (y) otherwise, the Collections of Pool
Receivables attributable to the Receivable Interests received on such day, which
in each case shall be applied as follows:

     

    (i)           first,
to pay obligations of the Seller to the Agent under any Transaction Document in
respect of any expense reimbursements, Cash Management Obligations or
indemnities then due to the Agent;

     

    (ii)           second,
to pay obligations of the Seller to the Purchasers under any Transaction
Document in respect of any expense reimbursements or indemnities then due to
such Persons;

     

    (iii)           third,
to the Servicer (if the Servicer is not Chemtura or an Affiliate of Chemtura) in
payment of the accrued Servicer Fee payable with respect to such Receivable
Interest and to the Purchasers in payment of the accrued Yield, Unused
Commitment Fees and the aggregate of any other amounts then accrued or owed
hereunder by the Seller to such Purchasers;

     

    
      
        
        

      

      
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    (iv)           fourth,
to the Purchasers in reduction (to zero) of the Capital of each Receivable
Interest;

     

    (v)           fifth,
to the Purchasers in ratable payment of any other amounts owed by the Seller to
the Purchasers hereunder or under any Transaction Document (including, without
limitation, all fees payable hereunder and not paid above except for the
Servicer Fee); and

     

    (vi)           sixth,
to the Servicer (if the Servicer is Chemtura or an Affiliate of Chemtura) in
payment of the accrued Servicer Fee and, to the extent of any remainder, to the
Seller;

     

    provided, however, that if
sufficient funds are not available to fund all payments to be made in respect of
any obligation described in any of clauses first, second, third, fourth,
fifth and sixth above, the available funds being applied with respect to any
such obligations (unless otherwise specified in such clause) shall be allocated
to the payment of the obligations referred to in such clause ratably, based on
the proportion of the Servicer’s, the Agent’s or the Purchasers’ interest in the
aggregate outstanding obligations described in such clause.

     

    SECTION 2.09   
General Settlement
Procedures.

     

    (a)           Except
as set forth in clauses (b) and (c) below or as otherwise required by law
or the underlying Contract, all Collections received from an Obligor of any Pool
Receivable shall be applied to Pool Receivables then outstanding of such Obligor
in the order of the age of such Pool Receivables, starting with the oldest such
Pool Receivable, except if payment is designated by such Obligor for application
to specific Pool Receivables.

     

    (b)           If
on any day the Outstanding Balance of a Pool Receivable is either
(x) reduced as a result of any defective, rejected or returned goods or
services, any discount, or any adjustment by the Seller or any Originator, or
(y) reduced or cancelled as a result of a setoff in respect of any claim by the
Obligor thereof against the Seller or any Originator (whether such claim arises
out of the same or a related transaction or an unrelated transaction), the
Seller shall be deemed to have received on such day a Collection of such
Receivable in the amount of such reduction or cancellation and shall make the
payment required to be made by it in connection with such Collection on the day
required by, and otherwise pursuant to, Section 5.01(j).

     

    (c)           If
on any day any of the representations or warranties in
Section 4.01(h) is no longer true with respect to any Pool Receivable,
the Seller shall be deemed to have received on such day a Collection in full of
such Pool Receivable and shall make the payment required to be made by it in
connection with such Collection on the day required by, and otherwise pursuant
to, Section 5.01(j).

     

    SECTION 2.10   
Payments and
Computations, Etc.

     

    (a)           All
amounts to be paid or deposited by the Seller or the Servicer hereunder shall be
paid or deposited in accordance with the terms hereof no later than
12:00 noon (New York time) on the day when due in U.S. Dollars in same
day funds to the Agent’s Account.  The Agent shall promptly thereafter
cause to be distributed (i) like funds relating to the payment out of
collections in respect of Capital, Yield, Servicer Fee or other amounts payable
out of Collections, to the Purchasers (ratably in accordance with their
respective interests) and the Servicer in accordance with the provisions of
Section 2.07 or 2.08, as applicable, and (ii) like funds relating to
the payment by the Seller of fees and other amounts payable by the Seller
hereunder, to the parties hereto for whose benefit such funds were paid (and if
such funds are insufficient, such distribution shall be made, subject to
Section 2.07 or 2.08, as applicable, ratably in accordance with the
respective amounts thereof).  Upon the Agent’s acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.02, from and after the effective date
specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder in respect of the interest assigned thereby to the Assignee
thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

     

    
      
        
        

      

      
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    (b)           The
Seller shall, to the extent permitted by law, pay to the Agent interest on all
amounts not paid or deposited when due hereunder (except for those amounts with
respect to which Yield accrues) at 2.00% per annum above the Alternate Base Rate
in effect from time to time, payable on demand, provided, however, that such
interest rate shall not at any time exceed the maximum rate permitted by
applicable law.  Such interest shall be for the account of, and
distributed by the Agent to, the applicable Purchasers ratably in accordance
with their respective interests in such overdue amount.

     

    (c)           All
computations of interest and all computations of Yield, Unused Commitment Fee
and other per annum fees hereunder shall be made on the basis of a year of
360 days for the actual number of days (including the first but excluding
the last day) elapsed.

     

    (d)           Unless
the Agent shall have received notice from the Servicer or the Seller prior to
the date on which any payment is due to the Purchasers hereunder that the
Servicer or the Seller, as the case may be, will not make such payment in full,
the Agent may assume that the Servicer or the Seller, as the case may be, has
made such payment in full to the Agent on such date and the Agent may, in
reliance upon such assumption, cause to be distributed to each Purchaser on such
due date an amount equal to the amount then due such Purchaser.  If
and to the extent the Servicer or the Seller, as the case may be, shall not have
so made such payment in full to the Agent, each Purchaser shall repay to the
Agent forthwith on demand such amount distributed to such Purchaser together
with interest thereon (to the extent not paid by the Servicer or the Seller),
for each day from the date such amount is distributed to such Purchaser until
the date such Purchaser repays such amount to the Agent, at the Federal Funds
Rate.

     

    (e)           If
any Purchaser is a Defaulting Purchaser such Defaulting Purchaser shall be
deemed to have assigned any and all payments due to it from the Transaction
Parties, other than any payments due to such Defaulting Purchaser on the
Termination Date, to the remaining Purchasers that are not Defaulting
Purchasers.  Such Defaulting Purchaser hereby authorizes the Agent to
distribute such payments to the other Purchasers that are not Defaulting
Purchasers in accordance with the terms of this Agreement.  This
clause (e) shall
apply and be effective regardless of whether an Event of Termination occurs and
is continuing and notwithstanding (i) any other provision of this Agreement to
the contrary or (ii) any instruction from any Transaction Party as to its
desired application of payments; provided, however, that this
clause (e) shall not apply to any payments to be made to any Purchaser that is a
Defaulting Purchaser on the Termination Date at which time any payments due to a
Defaulting Purchaser shall be paid in accordance with Section 2.08 of this
Agreement.

     

    
      
        
        

      

      
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    SECTION 2.11   
Yield and
Fees.

     

    (a)           All
Capital Investments and the outstanding amount of all other obligations
hereunder shall bear a Yield, in the case of Capital Investments, on the
principal amount thereof from the date such Capital Investments are made and, in
the case of such other obligations, from the date such other obligations are due
and payable until, in all cases, paid in full, at the Applicable
Yield.

     

    (b)           The
Seller shall pay to the Agent such fees as are set forth in the Fee
Letter.

     

    (c)           The
Purchasers shall pay to the Agent for remittance to the Servicer a fee (the
“Servicer Fee”)
of $1,500,000 per annum on an actual basis, payable in arrears on the last day
of the applicable Settlement Period; provided, however, that, if at
any time, the Servicer is not Chemtura or an Affiliate of Chemtura, the Servicer
shall be paid, as such fee, the lesser of (i) $1,500,000 per annum (payable
as described above) and (ii) 120% of its reasonable out-of-pocket costs and
expenses incurred by it in servicing, administering and collecting the Pool
Receivables; and, provided further, that such
fee shall be payable only from Collections pursuant to, and subject to the
priority of payment set forth in, Sections 2.07 and 2.08.

     

    (d)           The
Seller agrees to pay to each Purchaser an unused commitment fee on the actual
daily amount by which the Commitment of such Purchaser exceeds such Purchaser’s
Ratable Portion of the outstanding Capital (the “Unused Commitment
Fee”) from the date hereof through the Termination Date at the Applicable
Unused Commitment Fee Rate, payable in arrears (x) on the first Business
Day of each calendar month, commencing on the first such Business Day following
the Closing Date and (y) on the Termination Date.

     

    SECTION 2.12   
Special Provisions
Governing Capital Investments at the Applicable LIBO Rate.

     

    (a)           Increased
Costs.  If, due to either (i) a change after the date
hereof in Regulation D of the Board of Governors of the Federal Reserve
System (to the extent any cost incurred pursuant to such regulation is not
included in the calculation of Adjusted LIBO Rate), (ii) the introduction
of or any change after the date hereof in or in the interpretation of any law or
regulation (other than any law or regulation relating to taxes, as to which
Section 2.14 shall govern) or (iii) the compliance with any guideline
or request issued or made after the date hereof from any central bank or other
Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to (or, in the case of Regulation D of the Board
of Governors of the Federal Reserve System, there shall be imposed a cost on)
any Indemnified Party of agreeing to make or making any purchase or purchasing
or maintaining any Receivable Interest or any interest therein hereunder, then
the Seller shall from time to time, upon demand and delivery to the Seller of
the certificate referred to in the last sentence of this Section 2.12(a) by
such Indemnified Party (or by the Agent for the account of such Indemnified
Party) (with a copy of such demand and certificate to the Agent), pay to the
Agent for the account of such Indemnified Party additional amounts sufficient to
compensate such Indemnified Party for such increased or imposed
cost.  Each Indemnified Party hereto agrees to use reasonable efforts
promptly to notify the Seller of any event referred to in clause (i), (ii)
or (iii) above, provided that the
failure to give such notice shall not affect the rights of any Indemnified Party
under this Section 2.12(a); provided, however, that no
Indemnified Party shall be entitled to compensation under this
Section 2.12(a) for any costs incurred more than 120 days prior to the
date on which it shall have requested compensation therefor; provided further, that if the
change in law or regulation or in the interpretation or administration thereof
that shall give rise to any such costs or reductions shall be retroactive, then
the 120-day period referred to above shall be extended to include the period of
retroactive effect thereof.  Each Indemnified Party agrees that it
shall use reasonable efforts to designate another applicable office of such
Indemnified Party to hold its interest in any receivable interest if the amounts
payable to it under this Section 2.12(a) would thereby be reduced and if
the making, funding or maintenance of its interest in such Receivable Interest
through such other applicable office would not otherwise adversely affect such
interest or such Indemnified Party.  A certificate in reasonable
detail as to the basis for and the amount of such increased cost, submitted to
the Seller and the Agent by such Indemnified Party (or by the Agent for the
account of such Indemnified Party) shall be conclusive and binding for all
purposes, absent manifest error.

     

    
      
        
        

      

      
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    (b)           Interest Rate
Unascertainable, Inadequate or Unfair.  In the event that
(i) the Agent determines that adequate and fair means do not exist for
ascertaining the applicable interest rates by reference to which the Adjusted
LIBO Rate then being determined is to be fixed or (ii) the Required
Purchasers notify the Agent that the Adjusted LIBO Rate for any Yield Period
will not adequately reflect the cost to the Purchasers of making a Capital
Investment or maintaining such Capital Investment for such Yield Period, the
Agent shall forthwith so notify the Seller and the Purchasers, whereupon the
Applicable Yield for such Capital Investment shall automatically, on the last
day of the current Yield Period for such Capital Investment, convert into the
Applicable Base Rate and the obligations of the Purchasers to make a Capital
Investment or maintain a Capital Investment at the Applicable LIBO Rate shall be
suspended until the Agent shall notify the Seller that the Required Purchasers
have determined that the circumstances causing such suspension no longer
exist.

     

    (c)           Illegality.  Notwithstanding
any other provision of this Agreement, if any Purchaser determines that the
introduction of, or any change in or in the interpretation of, any law, treaty
or governmental rule, regulation or order after the date of this Agreement shall
make it unlawful, or any central bank or other Governmental Authority shall
assert that it is unlawful, for any Purchaser to make a Capital Investment or
maintain a Capital Investment at the Applicable LIBO Rate, then (i) the
obligation of such Purchaser to make a Capital Investment or maintain a Capital
Investment at the Applicable LIBO Rate shall be suspended, and each such
Purchaser shall make Capital Investments at the Applicable Base Rate and
(ii) if the affected Capital Investments at the Applicable LIBO Rate are
then outstanding, the Seller shall immediately convert each such Capital
Investment into a Capital Investment at the Applicable Base
Rate.  Thereafter, if such Purchaser determines that it may lawfully
make Capital Investments at the Applicable LIBO Rate, such Purchaser shall
promptly give notice of that determination to the Seller and the Agent, and the
Agent shall promptly transmit the notice to each other Purchaser.  The
Seller’s right to request, and such Purchaser’s obligation, if any, to make
Capital Investments at the Applicable LIBO Rate shall thereupon be
restored.

     

    
      
        
        

      

      
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    (d)           Liquidation
Costs.  In addition to all amounts required to be paid by the
Seller hereunder, the Seller shall compensate each Purchaser, upon demand, for
all losses, expenses and liabilities (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
such Purchaser to fund or maintain such Purchaser’s Capital Investments at the
Applicable LIBO Rate but excluding any loss of the Applicable Margin on the
relevant Capital Investments) (each, a “Liquidation Cost”)
that such Purchaser may sustain, and any customary fees that such Purchaser may
impose, (i) if for any reason a proposed Capital Investment, conversion
into or continuation of Capital Investments at the Applicable LIBO Rate does not
occur on a date specified therefor in a Notice of Purchase given by the Seller
or in a telephonic request by it for Purchase or a successive Yield Period does
not commence after notice therefor is given hereunder, (ii) if for any
reason any Capital Investment at the Applicable LIBO Rate is reduced (including
mandatorily pursuant to Section 2.07) on a date that is not the last day of
the applicable Yield Period, (iii) as a consequence of a required
conversion of a Capital Investment at the Applicable LIBO Rate to Capital
Investment at the Applicable Base Rate as a result of any of the events
indicated in Section 2.12(c) above or (iv) as a consequence of any
failure by the Seller to reduce Capital Investment at the Applicable LIBO Rate
when required by the terms hereof.  The Purchaser making demand for
such compensation shall deliver to the Seller concurrently with such demand a
written statement as to such losses, expenses and liabilities and fees, and this
statement shall be conclusive as to the amount of compensation due to such
Purchaser, absent manifest error.

     

    SECTION 2.13   
Increased
Capital.

     

    If any
Indemnified Party determines that either the introduction of or any change in or
in the interpretation of any law or regulation after the date hereof or the
compliance with any guideline or request issued or made after the date hereof
from any central bank or other Governmental Authority (whether or not having the
force of law) affects or would affect the amount of capital required or expected
to be maintained by such Indemnified Party or any corporation controlling such
Indemnified Party and that the amount of such capital is increased by or based
upon the existence of such Indemnified Party’s commitment, if any, to purchase
any Receivable Interest or any interest therein, or to maintain such Receivable
Interest or interest hereunder, then, upon demand and delivery to the Seller of
the certificate referred to in the last sentence of this Section 2.13 by
such Indemnified Party (or by the Agent for the account of such Indemnified
Party) (with a copy of such demand and certificate to the Agent) the Seller
shall pay to the Agent for the account of such Indemnified Party from time to
time, as specified by such Indemnified Party, additional amounts sufficient to
compensate such Indemnified Party or such corporation in the light of such
circumstances, to the extent that such Indemnified Party reasonably determines
such increase in capital to be allocable to the existence of any such
commitment.  Each Indemnified Party hereto agrees to use reasonable
efforts promptly to notify the Seller of any event referred to in the first
sentence of this Section 2.13, provided that the
failure to give such notice shall not affect the rights of any Indemnified Party
under this Section 2.13; provided, however, that no
Indemnified Party shall be entitled to compensation under this Section 2.13 for
any change in capital requirements incurred more than 120 days prior to the
date on which it shall have requested compensation therefor; provided further, that if the
change in law or regulation or in the interpretation or administration thereof
that shall give rise to any such change shall be retroactive, then the 120-day
period referred to above shall be extended to include the period of retroactive
effect thereof.  A certificate in reasonable detail as to the basis
for, and the amount of, such compensation submitted to the Seller and the Agent
by such Indemnified Party (or by the Agent for the account of such Indemnified
Party) shall be conclusive and binding for all purposes, absent manifest
error.

     

    
      
        
        

      

      
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    SECTION 2.14   
Taxes.

     

    (a)           Any
and all payments by the Seller hereunder or deposits from collections hereunder
shall be made, in accordance with Section 2.10, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Indemnified Party, (i) taxes that are
imposed on its overall net income by the United States and (ii) taxes that
are imposed on its overall net income, assets or net worth (and franchise taxes
imposed in lieu thereof) by the state or foreign jurisdiction under the laws of
which such Indemnified Party is organized or carries on business or in which
such Indemnified Party holds any asset in connection with this Agreement or, in
each case, any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or deposits from collections hereunder being hereinafter
referred to as “Taxes”).  If
the Seller or the Servicer or the Agent shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder or deposit from
collections hereunder to any Indemnified Party, (i) the sum payable shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
Section 2.14) such Indemnified Party receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Seller or
the Servicer or the Agent shall make such deductions and (iii) the Seller
or the Servicer or the Agent shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable
law.

     

    (b)           In
addition, the Seller shall pay any present or future sales, stamp, documentary,
excise, property or similar taxes, charges or levies that arise from any payment
made hereunder or deposit from Collections hereunder or from the execution,
delivery or registration of, performing under, or otherwise with respect to,
this Agreement, the Receivables Sale Agreement or any other Transaction Document
(hereinafter referred to as “Other
Taxes”).

     

    (c)           The
Seller shall indemnify each Indemnified Party for and hold it harmless against
the full amount of Taxes and Other Taxes (including, without limitation, taxes
of any kind imposed by any jurisdiction on amounts payable under this
Section 2.14) imposed on or paid by such Indemnified Party and any
liability (including penalties, additions to tax, interest and expenses) arising
therefrom or with respect thereto whether or not such Taxes or Other Taxes were
correctly or legally asserted.  This indemnification shall be made
within 30 days from the date such Indemnified Party makes written demand
therefor (with a copy to the Agent).

     

    (d)           Within
30 days after the date of any payment of Taxes, the Seller shall furnish to
the Agent and each applicable Purchaser, at its address referred to in
Section 11.03, the original or a certified copy of a receipt evidencing
such payment, or other evidence of such payment reasonably satisfactory to the
Agent.

     

    
      
        
        

      

      
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    (e)           Each
Purchaser that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Purchaser, and on the
date of the Assignment or the Assignment and Acceptance pursuant to which it
became an Purchaser in the case of each other Purchaser, provide each of the
Agent and the Seller with two original Internal Revenue Service forms W-9
(or substitute or successor forms) (unless as a result of a change in law
occurring prior to such date such Purchaser is not lawfully permitted to provide
such form).  Each Purchaser organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Purchaser, and on the
date of the Assignment or the Assignment and Acceptance pursuant to which it
became a Purchaser in the case of each other Purchaser, and from time to time as
requested in writing by the Seller or as necessitated by a change in Purchaser
circumstances or the expiration of an applicable form (but in each case only so
long thereafter as such Purchaser remains lawfully able to do so), provide each
of the Agent and the Seller with two original Internal Revenue Service forms
W-8ECI or W-8BEN, as appropriate, or any successor or other appropriate forms,
certificates or documents prescribed by the Internal Revenue Service,
establishing that such Purchaser (or, if appropriate, its beneficial owners) is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement.  Each Purchaser claiming exemption from withholding tax
pursuant to its portfolio interest exception set forth in Section 881(c) of the
Code shall provide to the Seller and the Agent such forms, certificates or
documents required by the Internal Revenue Service to establish entitlement to
such exemption.  If the forms, certificates or documents provided by
a Purchaser at the time such Purchaser first becomes a party to this
Agreement indicate a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Purchaser provides the appropriate forms, certificates or
documents certifying that a lesser rate applies, whereupon withholding tax at
such lesser rate only shall be considered excluded from Taxes for periods
governed by such forms, certificates or
documents; provided, however, that if, at the effective date of the
Assignment or the Assignment and Acceptance pursuant to which an Assignee
becomes an Purchaser hereunder, the Purchaser assignor was entitled to payments
under subsection (a) of this Section 2.14 in respect of United States
withholding tax with respect to amounts paid hereunder at such date, then, to
such extent, the term Taxes shall include (in addition to withholding taxes that
may be imposed in the future or other amounts otherwise includable in Taxes)
United States withholding tax, if any, applicable with respect to such Assignee
on such date.  If any form, certificate or document referred to in
this subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form W-8ECI or W-8BEN, that the
Purchaser reasonably considers to be confidential, the Purchaser shall give
notice thereof to the Seller and shall not be obligated to include in such form
or document such confidential information.

     

    (f)           For
any period with respect to which a Purchaser has failed to provide the Seller
with the appropriate forms, certificates or documents described in
subsection (e) of this Section 2.14 (other than if such failure is due
to a change in law occurring after the date on which a form, certificate or
document originally was required to be provided or if such form, certificate or
document otherwise is not required under subsection (e) of this
Section 2.14), such Purchaser shall not be entitled to indemnification
under subsection (a) or (c) of this Section 2.14 with respect to Taxes
imposed by the United States by reason of such failure; provided, however, that should
any Purchaser become subject to Taxes because of its failure to deliver a form,
certificate or document required hereunder, the Seller shall take such steps as
such Purchaser shall reasonably request to assist such Purchaser (at such
Purchaser’s expense) to recover such Taxes.

     

    
      
        
        

      

      
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    SECTION 2.15   
Sharing of Payments,
Etc.

     

    If any
Purchaser shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off or otherwise) on account of the Purchases made
by it (other than with respect to payments due to such Purchaser pursuant to
Section 2.12, 2.13 or 2.14) in excess of its Ratable Portion of payments on
account of the Purchases obtained by all the Purchasers, such Purchaser shall
forthwith purchase from the other Purchasers (other than any Defaulting
Purchasers) such interests in the Receivable Interests purchased by them as
shall be necessary to cause such Purchaser to share the excess payment ratably
with each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from such
Purchaser, such purchase from each other Purchaser shall be rescinded and such
other Purchaser shall repay to the Purchaser the purchase price to the extent of
such recovery together with an amount equal to such other Purchaser’s Ratable
Portion (according to the proportion of (a) the amount of such other
Purchaser’s required repayment to (b) the total amount so recovered from
the Purchaser) of any interest or other amount paid or payable by the Purchaser
in respect of the total amount so recovered.  The Seller agrees that
any Purchaser so purchasing an interest in Receivable Interests from another
Purchaser pursuant to this Section 2.15 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such interest in Receivable Interests as fully as if
such Purchaser were the direct creditor of the Seller in the amount of such
interest in Receivable Interests.

     

    SECTION 2.16   
Conversion/Continuation
Option.

     

    (a)           The
Seller may elect (i) at any time on any Business Day, to convert Capital
Investments bearing Yield at the Applicable Base Rate (other than Swing
Purchases) or any portion thereof to Capital Investments bearing Yield at the
Applicable LIBO Rate and (ii) at the end of any applicable Yield Period, to
convert Capital Investments bearing Yield at the Applicable LIBO Rate or any
portion thereof into Capital Investments bearing Yield at the Applicable Base
Rate or to continue such Capital Investments bearing Yield at the Applicable
LIBO Rate or any portion thereof for an additional Yield Period; provided, however, that the
aggregate amount of the Capital Investments bearing Yield at the Applicable LIBO
Rate for each Yield Period must be in an amount of at least $5,000,000 or an
integral multiple of $1,000,000 in excess thereof.  Each conversion or
continuation shall be allocated among the Capital Investments of each Purchaser
in accordance with such Purchaser’s Ratable Portion.  Each such
election shall be in substantially the form of Exhibit H (a “Notice of Conversion or
Continuation”) and shall be made by giving the Agent at least
3 Business Days’ prior written notice (A) specifying the amount and
type of Capital Investment being converted or continued, (B) specifying in
the case of a conversion to or a continuation of Capital Investments bearing
Yield at the Applicable LIBO Rate, the applicable Yield Period,
(C) specifying in the case of a conversion, the date of such conversion and
(D) certifying that no Event of Termination has occurred and is continuing, and
certifying that the representations and warranties applicable to the Seller
contained in Article IV of this Agreement and in Article III of the
Receivables Sale Agreement are and will be true and correct on and as of the
date of such conversion or continuation as though made on and as of such date,
other than any such representations and warranties that, by their terms, refer
to a specific date other than the date of such conversion or continuation, in
which case as of such dates.

     

    
      
        
        

      

      
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    (b)           The
Agent shall promptly notify each Purchaser of its receipt of a Notice of
Conversion or Continuation and of the options selected
therein.  Notwithstanding the foregoing, no conversion in whole or in
part of Capital Investments bearing Yield at the Applicable Base Rate to Capital
Investments bearing Yield at the Applicable LIBO Rate and no continuation in
whole or in part of Capital Investments bearing Yield at the Applicable LIBO
Rate upon the expiration of any applicable Yield Period shall be permitted at
any time at which (i) a Potential Event of Termination or an Event of
Termination shall have occurred and be continuing or (ii) the continuation
of, or conversion into, a Capital Investment bearing Yield at the Applicable
LIBO Rate would violate any provision of Section 2.12.  If,
within the time period required under the terms of this Section 2.16, the
Agent does not receive a Notice of Conversion or Continuation from the Seller
containing a permitted election to continue any Capital Investments bearing
Yield at the Applicable LIBO Rate for an additional Yield Period or to convert
any such Capital Investments, then, upon the expiration of the applicable Yield
Period, such Capital Investments shall be automatically converted to Capital
Investments bearing Yield at the Applicable Base Rate.  Each Notice of
Conversion or Continuation shall be irrevocable.

     

    SECTION 2.17   
Use of
Proceeds.

     

    Any Servicer Fee payable to Chemtura or
an Affiliate of Chemtura, and the proceeds of the Purchases, shall be available
(and each Transaction Party agrees that it shall use such proceeds) to provide
working capital to the Transaction Parties and their Subsidiaries or for other
corporate purposes.

    


    ARTICLE III

     

    CONDITIONS
OF PURCHASES

     

    SECTION 3.01   
Conditions Precedent
to the Effectiveness of this Agreement.

     

    The
effectiveness of this Agreement is subject to the satisfaction of the following
conditions precedent:

     

    (a)           The
Arranger shall have received all fees and expenses (including, but not limited
to, reasonable fees and expenses of counsel to the Arranger) required to be paid
on the Closing Date, pursuant to the terms of this Agreement and the Fee Letter
and the Annex thereto.

     

    (b)           The
Agent shall have received on or before the Closing Date, the following, each
(unless otherwise indicated) dated as of the Closing Date (unless otherwise
specified), in form and substance satisfactory to the Agent and each
Purchaser:

     

    
      
        
        

      

      
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    (i)           This
Agreement, duly executed and delivered by the Seller and the
Servicer;

     

    (ii)           The
Receivables Sale Agreement, duly executed by the Seller and each Originator,
together with:

     

    (A)           Proper
financing statements naming each Originator as debtor, the Seller as secured
party and the Agent, as assignee, to be filed under the UCC of all jurisdictions
that the Agent may deem necessary in order to perfect the Seller’s interests
created or purported to be created by the Receivables Sale
Agreement;

     

    (B)           Proper
financing statement terminations or releases, if any, necessary to release all
security interests and other rights of any Person in the Receivables, Related
Security, Collections or Contracts previously granted by any Originator;
and

     

    (C)           A
Subordinated Note, in substantially the form of Exhibit B to the
Receivables Sale Agreement, payable to the order of each Originator, and duly
executed by the Seller;

     

    (iii)           [Intentionally
Omitted];

     

    (iv)           Good
standing certificates (or equivalent) issued by the Secretary of State of the
jurisdiction of incorporation of each Transaction Party;

     

    (v)           A
copy of the articles or certificate of incorporation (or equivalent Constituent
Document) of each Transaction Party, certified as of a recent date by the
Secretary of State (or equivalent body) of the state of organization of such
Transaction Party, together with certificates of such official attesting to the
good standing of each such Transaction Party;

     

    (vi)           A
certificate of the Secretary or an Assistant Secretary of each Transaction Party
certifying (A) the names and true signatures of each officer of such
Transaction Party that has been authorized to execute and deliver any
Transaction Document or other document required hereunder to be executed and
delivered by or on behalf of such Transaction Party, (B) the by-laws (or
equivalent Constituent Document) of such Transaction Party as in effect on the
date of such certification, (C) the resolutions of such Transaction Party’s
Board of Directors (or equivalent governing body) approving and authorizing the
execution, delivery and performance of this Agreement and the other Translation
Documents to which it is a party and (D) that there have been no changes in
the certificate of incorporation (or equivalent Constituent Document) of such
Transaction Party from the certificate of incorporation (or equivalent
Constituent Document) delivered pursuant to clause (viii)
above;

     

    
      
        
        

      

      
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    (vii)         A
certificate of the Secretary or Assistant Secretary of each Transaction Party
certifying that there exists no action, suit, investigation, litigation or
proceeding pending or, to its knowledge, threatened in any court or before any
arbitrator or governmental instrumentality that (i) could reasonably be
expected to result in a Material Adverse Change or (ii) restrains, prevents
or imposes or can reasonably be expected to impose materially adverse conditions
on the transactions contemplated hereunder;

     

    (viii)        A
certificate of the Secretary or Assistant Secretary of each Transaction Party
certifying that the condition set forth in Section 3.02 has been
satisfied with respect to it;

     

    (ix)           A
certificate of the chief financial officer (or other equivalent Person) of each
Seller and Originator stating that such Transaction Party is, and such
Transaction Party and its Subsidiaries (if any) on a Consolidated basis are,
Solvent after giving effect to the transactions contemplated hereunder and under
the other Transaction Documents;

     

    (x)           
(i) Proper financing statements naming the Seller as debtor and the Agent, as
secured party, to be filed under the UCC of all jurisdictions that the Agent may
deem necessary or desirable in order to perfect the ownership interests created
or purported to be created hereby and (ii) completed requests for information or
similar search reports, dated as of the date hereof, listing all effective
financing statements filed with respect to each Transaction Party in the Office
of the Secretary of Sate of the state of incorporation or formation, as
applicable, of such Transaction Party;

     

    (xi)          
Proper financing statement terminations or releases, if any, necessary to
release all security interests and other rights of any Person in the Pool
Receivables, Contracts, Related Security or Collections previously granted by
the Seller or any Originator;

     

    (xii)          Favorable
opinions of (A) in-house counsel of Chemtura as to such matters as the Agent and
the Purchasers may reasonably request, (B) Skadden, Arps, Slate, Meagher and
Flom LLP, counsel to the Transaction Parties, as to such matters as the Agent
and the Purchasers may reasonably request, including without limitation
(1) a “true
sale” opinion with respect to the sale of Receivable Assets under and as
defined in the Receivables Sale Agreement from each Originator to the Seller,
(2) an opinion with respect to the non-substantive consolidation of the
Seller with each other Transaction Party or any of its Affiliates in a case
under the Bankruptcy Code, and (3) an opinion relating to the
enforceability of the Transaction Documents, compliance with all laws and
regulations (including Regulation U of the Board of Governors of the
Federal Reserve System), the perfection of all ownership and other interests
purported to be granted under the Transaction Documents, and no conflicts with
material agreements; and

     

    (xiii)         the
Certificate.

     

    
      
        
        

      

      
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    (c)           Each
of the Seller, the Originators, the Servicer and their Subsidiaries (if any)
shall have received all necessary and material governmental and third party
consents and approvals necessary in connection with Transaction Documents and
the transactions contemplated thereby (without the imposition of any conditions
that are not reasonably acceptable to the Purchasers) and shall remain in
effect, and all applicable governmental filings shall have been made and all
applicable waiting periods shall have expired without in either case any action
being taken by any competent authority; and no law or regulation shall be
applicable in the judgment of the Purchasers that restrains, prevents or imposes
materially adverse conditions upon the Transaction Documents or the transactions
contemplated thereby.

     

    (d)           The
Purchasers shall have received and be satisfied with (i) audited financial
statements of Chemtura and its Consolidated Subsidiaries for the Fiscal Year
ending December 31, 2007 by independent nationally-recognized public
accountants, (ii) the interim unaudited quarterly financial statements of
Chemtura and its Consolidated Subsidiaries, for the fiscal quarters ending March
31, 2008, June 30, 2008 and September 31, 2008 and (iii) the business plan of
Chemtura and its Consolidated Subsidiaries covering the Fiscal Years ending in
2009 through 2011, inclusive, prepared by the management of Chemtura, which such
business plan shall include for each Fiscal Year a consolidated pro forma
financial forecast after giving effect to the transaction contemplated by this
Agreement and the other Transaction Documents.

     

    (e)           There
shall have occurred no Material Adverse Change.

     

    (f)           There
shall exist no action, suit, investigation, litigation or proceeding affecting
any Transaction Party or any Subsidiary of a Transaction Party pending or
threatened before any court, governmental agency or arbitrator that (i) could be
reasonably likely to result in a Material Adverse Change, (ii) purports to
affect the legality, validity or enforceability of this Agreement or any other
Transaction Document or the consummation of the transactions contemplated hereby
or thereby or (iii) restrains, prevents or imposes or could reasonably be
expected to impose materially adverse conditions upon the transactions
contemplated by the Transaction Documents.

     

    (g)           Nothing
contained in any public disclosure made by any Transaction Party since December
17, 2008, or in any information disclosed to the Agent or any Purchaser by any
Transaction Party since December 17, 2008, shall lead the Agent or any Purchaser
to determine that, and neither the Agent nor any Purchaser shall have become
aware of any fact or condition not disclosed to them prior to the date hereof
which shall lead the Agent or any Purchaser to determine that, the business,
conditions (financial or otherwise), operations, performance, properties,
contingent liabilities, material agreements or prospects of the Seller, the
Servicer, any Originator, individually, or the taken as a whole, are different
in any material adverse respect from that derived by the Agent or such Purchaser
from the public filings of such Seller, Servicer or Originator and other
information disclosed to the Agent or such Purchaser by or on behalf of the
Seller, the Servicer or any Originator on or prior to December 17,
2008.

     

    
      
        
        

      

      
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    (h)           At
least five Business Days prior to the date hereof, each Purchaser and the Agent
(for itself and not on behalf of any Purchaser) shall have received, verified
and recorded information that identifies each Transaction Party, which
information includes the name and address of such Transaction Party and other
information that will allow such Purchaser or the Agent, as applicable, to
identify each Transaction Party in accordance with the Patriot Act.

     

    (i)           The
Agent shall be satisfied with the results of a Field Examination of the
Originators conducted by CUSA’s internal auditors no more than 3 months prior to
the Closing Date.

     

    (j)           (i) All
obligations under the Existing Program shall have been concurrently paid in
full, (ii) all documentation relating to the Existing Program shall have
been concurrently terminated on terms satisfactory to the Agent and
(iii) the Agent shall have received evidence of such termination in form
and substance satisfactory to the Agent.

     

    (k)           The
Agent shall have received written confirmation, and be satisfied, that (i) all
the Lock-Box Accounts have been established with Lock-Box Banks in the name of
the Seller and (ii) all the Deposit Accounts have been established with Deposit
Banks in the name of the Seller.

     

    SECTION 3.02   
Conditions Precedent
to All Purchases, Reinvestments and Commitment Increases.

     

    Each
Purchase (including the initial Purchase by each Purchaser) hereunder, and each
reinvestment hereunder (including the right of the Servicer to reinvest in Pool
Receivables those Collections attributable to a Receivable Interest pursuant to
Section 2.07) shall be subject to the further conditions precedent
that:

     

    (a)           on
the date of such Purchase or reinvestment, the Servicer shall have delivered to
the Agent, in form and substance satisfactory to the Agent:

     

    (i)           a
completed Seller Report, dated within 31 days prior to the date of such
Purchase or reinvestment, together with a listing by Obligor of all Pool
Receivables,

     

    (ii)           a
completed Receivables Report effective as of the end of the last Business Day of
the then immediately preceding week, and

     

    (iii)           such
additional information as may be reasonably requested by the Agent.

     

    (b)           on
the date of such Purchase or reinvestment the following statements shall be true
(and the acceptance by the Seller of the proceeds of such Purchase or
reinvestment shall constitute a representation and warranty by the Servicer, or
the Seller, as the case may be, that on the date of such Purchase or
reinvestment such statements are true):

     

    
      
        
        

      

      
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    (i)           the
representations and warranties applicable to such Transaction Party contained in
Article IV of this Agreement and in Article III of the Receivables
Sale Agreement are true and correct on and as of the date of such Purchase or
reinvestment, before and after giving effect to such Purchase or reinvestment
and to the application of the proceeds therefrom, as though made on and as of
such date, other than any such representations and warranties that, by their
terms, refer to a specific date other than the date of said Purchase or
reinvestment, in which case as of such dates;

     

    (ii)           no
event has occurred and is continuing, or would result from such Purchase or
reinvestment or from the application of the proceeds therefrom, which
constitutes an Event of Termination or a Potential Event of
Termination;

     

    (iii)           such
Purchase or reinvestment shall not violate any requirement of law and shall not
be enjoined, temporarily, preliminarily or permanently;

     

    (iv)           the
Agent shall not have delivered to the Seller a notice that the Servicer shall
not reinvest Collections in any Pool Receivables on behalf of the Purchaser of a
Receivable Interest; and

     

    (c)           the
Agent shall have received such other approvals, opinions or documents as the
Agent may reasonably request.

     

    ARTICLE IV


     

    REPRESENTATIONS
AND WARRANTIES

     

    SECTION 4.01   
Representations and
Warranties of the Seller.

     

    The
Seller represents and warrants, as of the date hereof and as of the date of each
Purchase and each reinvestment, as follows:

     

    (a)           The
Seller (i) is a limited liability company duly organized, validly existing and
in good standing under the laws of the jurisdiction of its formation,
(ii) is duly qualified and in good standing as a foreign corporation or
company in each other jurisdiction in which it owns or leases property or in
which the conduct of its business requires it to so qualify or be licensed
except where the failure to so qualify or be licensed would not  be
reasonably likely to have a Material Adverse Effect and (iii) has all
requisite limited liability company power and authority (including, without
limitation, all governmental authorizations) to own or lease and operate its
properties and to carry on its business.

     

    (b)           The
Seller has no Subsidiaries.  All of the outstanding membership
interests of the Seller (other than any non-economic special membership
interests owned by independent members of the Seller) are owned by
Chemtura.

     

    
      
        
        

      

      
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    (c)           The
execution, delivery and performance by the Seller of the Transaction Documents
to which it is or is to be a party and the other documents delivered by it
hereunder, and the transactions contemplated hereby and thereby, including the
Seller’s use of the proceeds of Purchases and reinvestments, are within the
Seller’s limited liability company powers, have been duly authorized and
delivered by all necessary limited liability company action, and do not
(i) contravene the Seller’s Constituent Documents, (ii) violate any
applicable law, rule, regulation (including Regulation U or
Regulation X) or, order, writ, judgment, injunction, decree, determination
or award applicable to the Seller, (iii) conflict with or result in the
breach of, or constitute a default or require any payment to be made under, any
contract, loan agreement, indenture, mortgage, deed of trust, lease or other
instrument binding on or affecting the Seller or any of its properties or (iv)
except for any Liens created by the Transaction Documents in connection with the
sales contemplated thereby, result in or require the creation of imposition of
any Lien upon or with respect to the Seller.  The Seller is not in
violation of any such law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or in breach of any such contract, loan
agreement, indenture, mortgage, deed of trust, lease or other instrument, the
violation or breach of which would be reasonably likely to have a Material
Adverse Effect.

     

    (d)           This
Agreement has been, and each other Transaction Documents to which the Seller is
or will be a party when delivered hereunder will be, the legal, valid and
binding obligations of the Seller enforceable against the Seller in accordance
with their respective terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors and by equitable principles (regardless of whether
enforcement is sought in equity or at law).

     

    (e)           No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or regulatory body or any other third party is
required for the due execution, delivery and performance by the Seller of any
Transaction Document to which it is or is to be a party or any other agreement
or document delivered hereunder or for the perfection of or the exercise by any
Indemnified Party of its rights and remedies under the Transaction Documents and
such other agreements or documents, except for the filings of the financing
statements referred to in Article III and except for those authorizations,
approvals, actions, notices and filings which have been duly obtained, taken,
given, waived or made and are in full force and effect.

     

    (f)           Since
December 31, 2007, there has been no Material Adverse Change.

     

    (g)           There
is no action, suit, investigation, litigation or proceeding affecting the
Seller, including any Environmental Action, pending or threatened before any
court, governmental agency or arbitrator that (i) would be reasonably
likely to have a Material Adverse Effect or (ii) purports to affect the
legality, validity or enforceability of this Agreement or any other Transaction
Document or the consummation of the transactions contemplated hereby or
thereby.

     

    
      
        
        

      

      
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    (h)           (i)  Immediately
prior to the time of the initial creation of an interest hereunder in any Pool
Receivable and each Purchase or reinvestment, the Seller is the legal and
beneficial owner of the Pool Receivables and Related Security with respect
thereto, in each case free and clear of any Lien.

     

    (ii)           Upon
each Purchase or reinvestment, the Seller shall transfer to the Purchaser making
such Purchase or reinvestment (and such Purchaser shall acquire) a valid
undivided percentage ownership interest or security interest to the extent of
the pertinent Receivable Interest in each Pool Receivable then existing or
thereafter arising and in the Related Security and Collections with respect
thereto, free and clear of any Lien, which ownership interest or security
interest shall be a perfected first priority ownership interest or security
interest upon the filing of the financing statements referred to in Section
3.01(b)(x).

     

    (iii)           With
respect to each transfer to it of any Pool Receivables, the Seller has either
(i) purchased such Pool Receivables from an Originator in exchange for
payment (made by the Seller to an Originator in accordance with the provisions
of the Receivables Sale Agreement) in an amount which constitutes fair
consideration and approximates fair market value for such Pool Receivables and
in a sale the terms and conditions of which (including, without limitation, the
purchase price thereof) reasonably approximate an arm’s-length transaction
between unaffiliated parties or (ii) acquired such Pool Receivables from an
Originator as a capital contribution in accordance with the provisions of the
Receivables Sale Agreement.  No such sale, and no such contribution,
has been made for or on account of an antecedent debt owed by any Originator to
the Seller and no such sale or contribution is or may be voidable or subject to
avoidance under any section of the Bankruptcy Code.

     

    (i)           (i)  The
Seller has not sold, assigned, transferred, pledged or hypothecated any interest
in any Pool Receivable or the Collections with respect thereto to any Person
other than as contemplated by this Agreement or that has been released by the
Agent from the Receivables Pool.

     

    (ii)           No
effective financing statement or other instrument similarly in effect covering
any Contract or any Pool Receivable or Related Security or Collections with
respect thereto is on file in any recording office, except those filed in favor
of the Agent relating to this Agreement or in favor of the Seller and the Agent
relating to the Receivables Sale Agreement.

     

    (j)           Each
Seller Report, Receivables Report (if prepared by the Seller or one of its
Affiliates, or to the extent that information contained therein is supplied by
the Seller or any Affiliate thereof), information, exhibit, financial statement,
or other report or document furnished by or on behalf of the Seller to the Agent
or any Purchaser in connection with this Agreement is accurate in all material
respects as of its date or as of the date so furnished, and no such report or
document contains, as of its date of delivery or the date so furnished, any
untrue statement of a material fact or omits to state, as of its date of
delivery or the date so furnished, a material fact necessary in order to make
the statements contained therein, in the light of the circumstances under which
they were made, not misleading.

     

    
      
        
        

      

      
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    (k)           The
jurisdiction of incorporation, organizational identification number (if any),
and the address(es) of the principal place of business and chief executive
office of the Seller and the office where the Seller keeps its Records
concerning the Receivable Assets, are as set forth in Schedule III hereto
(or, by notice to the Agent in accordance with Section 5.01(c), at such
other locations in jurisdictions, within the United States, where all actions
required by Section 6.05(a) have been taken and completed).

     

    (l)           The
names and addresses of all the Lock-Box Banks, together with the lock-box
numbers related to, and the account numbers of, the Lock-Box Accounts at such
Lock-Box Banks, are specified in Part A of Schedule I hereto (or such other
Lock-Box Banks and/or such other Lock-Box Accounts as have been notified to the
Agent in accordance with Section 5.03(p)).  The names and
addresses of all the Deposit Banks, together with the account numbers of the
Deposit Accounts at such Deposit Banks, are specified in Part B of
Schedule I hereto (or such other Deposit Banks and/or such other Deposit
Accounts as have been notified to the Agent in accordance with
Section 5.03(p)).  Except under the Lock-Box Agreements and the
Account Control Agreements, the Seller has not granted any Person dominion or
control of any Lock-Box Account or Deposit Account, or the right to take
dominion or control over any Lock-Box Account or Deposit Account at a future
time or upon the occurrence of a future event.

     

    (m)           Since
the date of its formation, the Seller has not engaged in any activity other than
as contemplated by the Transaction Documents or entered into any commitment or
incurred any Indebtedness other than pursuant to, or as permitted under, the
Transaction Documents.

     

    (n)           The
Seller has not maintained, contributed to or incurred or assumed any obligation
with respect to any Plan, Multiemployer Plan or Welfare Plan, except with
respect to any obligations assumed as a result of the operation of Title IV of
ERISA.

     

    (o)           The
Seller has complied with the Credit and Collection Policy in all material
respects and since the date of this Agreement there has been no change in the
Credit and Collection Policy except as permitted hereunder.  The
Seller has not extended or modified the terms of any Pool Receivable or the
Contract under which any such Pool Receivable arose, except in accordance with
the Credit and Collection Policy.

     

    (p)           The
Seller has filed, has caused to be filed or has been included in all material
tax returns (Federal, state, local and foreign) required to be filed and has
paid all taxes shown thereon to be due, together with applicable interest and
penalties.

     

    (q)           The
Seller is not an "investment company," or an "affiliated person" of, or
"promoter" or "principal underwriter" for, an "investment company," as such
terms are defined in the Investment Company Act of 1940, as
amended.  The Seller is not a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company," as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.

     

    
      
        
        

      

      
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    (r)           Both
before and after giving effect to (i) each Purchase to be made on the
Closing Date or such other date as Purchases requested hereunder are made,
(ii) the disbursement of the proceeds of any Capital Investment,
(iii) the consummation of each other transaction contemplated by the other
Transaction Documents and (iv) the payment and accrual of all transaction
costs in connection with the foregoing, the Seller is Solvent.

     

    (s)           The
Seller is not (i) a party to any contractual obligation the compliance with
one or more of which would have, in the aggregate, a Material Adverse Effect or
the performance of which by any thereof, either unconditionally or upon the
happening of an event, would result in the creation of a Lien (other than a Lien
permitted hereunder) on the assets of any thereof or (ii) is subject to one
or more charter or limited liability company restrictions that would, in the
aggregate, have a Material Adverse Effect.  The Seller is in
compliance with all contracts and agreements to which it is party and, to the
knowledge of the Seller, all other parties are in compliance with respect to any
contractual obligation owed to it, except, in either case, such non-compliance
as has not had, and could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.

     

    (t)           To
the best knowledge of the Seller, there are no requirements of law applicable to
any Transaction Party or any Subsidiary of any Transaction Party the compliance
with which by such Transaction Party or such Subsidiary, as the case may be,
would, in the aggregate, have a Material Adverse Effect.

     

    SECTION 4.02   
Representations and
Warranties of the Servicer.

     

    The
Servicer represents and warrants, as of the date hereof and as of the date of
each Purchase and each reinvestment, as follows:

     

    (a)           Each
of the Servicer and its Subsidiaries (i) is a corporation, limited liability
company or limited partnership duly organized, validly existing and in good
standing (or its equivalent) under the laws of the jurisdiction of its
incorporation or formation, except where the failure to be so duly organized,
validly existing or in good standing in the case of a Subsidiary organized
outside the United States has not had, or could not reasonably be expected to
have, a Material Adverse Effect, (ii) is duly qualified and in good
standing as a foreign corporation or company in each other jurisdiction in which
it owns or leases property or in which the conduct of its business requires it
to so qualify or be licensed except where the failure to so qualify or be
licensed would not  be reasonably likely to have a Material Adverse
Effect and (iii) has all requisite corporate, limited liability company or
partnership (as applicable) power and authority (including, without limitation,
all governmental authorizations) to own or lease and operate its properties and
to carry on its business.

     

    (b)           All
of the outstanding membership interests of the Seller (other than any
non-economic special membership interests owned by independent members of the
Seller) are owned free and clear of all Liens by the Servicer.

     

    
      
        
        

      

      
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    (c)           The
execution, delivery and performance by the Servicer of the Transaction Documents
to which it is or is to be a party and the other documents delivered by it
hereunder, and the transactions contemplated hereby and thereby, are within the
Servicer’s corporate powers, have been duly authorized by all necessary
corporate action and do not (i) contravene the Servicer’s Constituent
Documents, (ii) violate any applicable law, rule,
regulation (including Regulation U or Regulation X) or, order,
writ, judgment, injunction, decree, determination or award applicable to the
Servicer, (iii) conflict with or result in the breach of, or constitute a
default ore require any payment to be made under, any contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument binding on or
affecting the Seller or any of its properties or (iv) except for the Liens
created by the Transaction Documents in connection with the sales contemplated
thereby, result in or require the creation of imposition of any Lien upon or
with respect to the any of the properties of the Servicer or any of its
Subsidiaries.  The Servicer is not in violation of any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award or
in breach of any such contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument, the violation or breach of which would be
reasonably likely to have a Material Adverse Effect.

     

    (d)           This
Agreement has been, and each other Transaction Documents to which the Servicer
is or will be a party when delivered hereunder will have been, duly executed and
delivered by the Servicer, enforceable against the Servicer in accordance with
its terms, except to the extent that the enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors and by equitable principles (regardless of whether
enforcement is sought in equity or at law).

     

    (e)           No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or regulatory body or any other third party is
required for the due execution, delivery and performance by the Servicer of any
Transaction Document to which it is a party or any other agreement or document
delivered hereunder, except for those authorizations, approvals, actions,
notices and filings which have been duly obtained, taken, given, waived or made
and are in full force and effect.

     

    (f)           Since
December 31, 2007, there has been no Material Adverse Change.

     

    (g)           There
is no action, suit, investigation, litigation or proceeding affecting the
Servicer, including any Environmental Action, pending or threatened before any
court, governmental agency or arbitrator that (i) would be reasonably
likely to have a Material Adverse Effect or (ii) purports to affect the
legality, validity or enforceability of any Transaction Document or the
consummation of the transactions contemplated hereby.

     

    
      
        
        

      

      
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    (h)           Each
Seller Report, Receivables Report (if prepared by the Servicer or one of its
Affiliates, or to the extent that information contained therein is supplied by
the Servicer or any Affiliate thereof), information, exhibit, financial
statement, or other report or document furnished at any time by or on behalf of
any to the Agent or any Purchaser in connection with this Agreement is accurate
in all material respects as of its date or as of the date so furnished, and no
such report or document contains, as of its date of delivery or the date so
furnished, any untrue statement of a material fact or omits to state, as of its
date of delivery or the date so furnished, a material fact necessary in order to
make the statements contained therein, in the light of the circumstances under
which they were made, not misleading.

     

    (i)           The
offices where the Servicer keeps its Records concerning the Receivable Assets
are as set forth in Schedule III hereto (or, by notice to the Agent in
accordance with Section 5.01(c), at such other locations in jurisdictions,
within the United States, where all actions required by
Section 6.05(a) have been taken and completed).

     

    (j)           The
names and addresses of all the Lock-Box Banks, together with the lock-box
numbers related to, and the account numbers of, the Lock-Box Accounts at such
Lock-Box Banks, are specified in Part A of Schedule I hereto (or such other
Lock-Box Banks and/or such other Lock-Box Accounts as have been notified to the
Agent in accordance with Section 5.03(p)).  The names and
addresses of all the Deposit Banks, together with the account numbers of the
Deposit Accounts at such Deposit Banks, are specified in Part B of
Schedule I hereto (or such other Deposit Banks and/or such other Deposit
Accounts as have been notified to the Agent in accordance with
Section 5.03(p)).

     

    (k)           (i)  No
ERISA Event has occurred or is reasonably expected to occur with respect to any
Plan that has resulted in or is reasonably expected to result in a liability of
the Servicer or any ERISA Affiliate that in the aggregate could reasonably be
expected to have a Material Adverse Effect.

     

    (ii)           Neither
the Servicer nor any ERISA Affiliate has incurred or is reasonably expected to
incur any Withdrawal Liability to any Multiemployer Plan that in the aggregate
could reasonably be expected to have a Material Adverse Effect.

     

    (iii)           Neither
the Servicer nor any ERISA Affiliate has been notified by the sponsor of a
Multiemployer Plan that such Multipemployer Plan is in reorganization or has
been terminated, within the meaning of Title IV of ERISA, and no such
Multiemployer Plan is reasonably expected to be in reorganization or to be
terminated, within the meaning of Title IV of ERISA.

     

    (l)           Since
August 1, 2008, the Servicer has complied with the Credit and Collection Policy
in all material respects and since the date of this Agreement there has been no
change in the Credit and Collection Policy except as permitted
hereunder.  The Servicer has not extended or modified the terms of any
Pool Receivable or the Contract under which any such Pool Receivable arose,
except in accordance with the Credit and Collection Policy.

     

    (m)           No
effective financing statement or other instrument similarly in effect covering
any Contract or any Pool Receivable or Related Security or Collections with
respect thereto is on file in any recording office, except those set forth on
Schedule V hereto and those filed in favor of the Agent relating to this
Agreement or in favor of the Seller and the Agent relating to the Receivables
Sale Agreement.

     

    
      
        
        

      

      
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    (n)           Each
of the Servicer and each of its Subsidiaries and Affiliates has filed, has cause
to be filed or has been included in all material tax returns (Federal, state,
local and foreign) required to be filed and has paid all taxes shown thereon to
be due, together with applicable interest and penalties.

     

    (o)           Neither
the Servicer nor any of its Subsidiaries is an "investment company," or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company," as such terms are defined in the Investment Company Act of
1940, as amended.  Neither the Servicer nor any of its Subsidiaries is
a "holding company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," as such terms are defined in the Public Utility Holding Company Act of
1935, as amended.  The consummation of the transactions contemplated
by the Transaction Documents will not violate any provision of any such Act or
any rule, regulation or order of the Securities and Exchange Commission
thereunder.

     

    (p)           Both
before and after giving effect to (i) each Purchase to be made on the
Closing Date or such other date as Purchases requested hereunder are made,
(ii) the disbursement of the proceeds of any Capital Investment,
(iii) the consummation of each other transaction contemplated by the other
Transaction Documents and (iv) the payment and accrual of all transaction
costs in connection with the foregoing, the Servicer and its Subsidiaries, both
individually and on a consolidated basis, are Solvent.

     

    (q)           Neither
the Servicer nor any Subsidiary is (i) a party to any contractual
obligation the compliance with one or more of which would have, in the
aggregate, a Material Adverse Effect or the performance of which by the Servicer
or any Subsidiary, either unconditionally or upon the happening of an event,
would result in the creation of a Lien (other than a Lien permitted hereunder)
on the assets of the Servicer or any Subsidiary or (ii) is subject to one
or more charter or organizations restrictions that would, in the aggregate, have
a Material Adverse Effect.  Neither the Servicer nor any of its
Subsidiaries is in violation of any law, or in default with respect to any
judgment, writ, injunction, decree, rule or regulation of any Governmental
Authority, where such violation or default could reasonably be expected to
result in a Material Adverse Effect.  The Servicer and each of its
Subsidiaries is in compliance with all contracts and agreements to which it is a
party, except such non-compliance as has not had, and could not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect.

     

    (r)           To
the best knowledge of the Servicer, there are no requirements of law applicable
to any Transaction Party or any Subsidiary of any Transaction Party the
compliance with which by such Transaction Party or Subsidiary would, in the
aggregate, have a Material Adverse Effect.

     

    
      
        
        

      

      
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    (s)           (i)  The
audited consolidated balance sheet of the Servicer and its Subsidiaries as of
December 31, 2007 and the related consolidated statements of income and of
cash flows for the fiscal year then ended, reported on by KPMG LLP, and set
forth in the Servicer’s 2007 annual report on Form 10-K filed with the SEC,
a copy of which has been furnished to the Agent for distribution to the
Purchasers, fairly present, in conformity with GAAP, the consolidated financial
position of the Servicer and its Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal
year.

     

    (ii)           The
unaudited consolidated balance sheets of the Servicer and its Subsidiaries for
each of the fiscal quarters ending March 31, 2008, June 30, 2008 and September
30, 2008 and the related unaudited consolidated statements of income and of cash
flows for each such fiscal quarter, fairly present, in conformity with GAAP
applied on a basis consistent with the financial statements referred to in
subsection (i) of this Section 4.02(s), the consolidated financial
position of the Servicer and its Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal
quarters.

     

    (iii)           The
financial projections provided to the Agent pursuant to
Section 3.01(d)(iii) were prepared in good faith on the basis of the
assumptions described therein, which assumptions were believed by the Servicer
in good faith to be reasonable in light of the then current and foreseeable
business conditions of the Servicer and its Subsidiaries existing at the time of
preparation thereof, and the Servicer has no knowledge of any event or
circumstance that would cause it to change any such assumptions in any material
respect as of the date hereof, it being understood by the Agent and the
Purchasers that actual results may vary from the projected results set forth
therein.

     

    (iv)           Each
financial statement delivered pursuant to Section 3.01(d) or
Section 5.05(a), Section 5.05(b) or Section 5.05(c) will, at the
time it is delivered, present fairly, in all material respects, the financial
position, results of operations or cash flows, as the case may be, of the
Servicer and its Subsidiaries as of the date or for the period to which it
relates in accordance with GAAP, subject in the case of monthly and quarterly
statements to year-end audit adjustments.

     

    (t)           Except
as could not reasonably be expected to result in, individually or in the
aggregate, a Material Adverse Effect, the operations and properties of the
Servicer and each of its Subsidiaries comply in all material respects with all
applicable Environmental Laws and Environmental Permits, all past non-compliance
with such Environmental Laws and Environmental Permits has been resolved without
ongoing obligations or costs, and no circumstances exist that could be
reasonably likely to (i) form the basis of an Environmental Action against
the Servicer or any of its Subsidiaries or any of their properties (whether
owned, leased or operated or formerly owned leased or operated) or
(ii) cause any such property to be subject to any restrictions on
ownership, occupancy, use or transferability under any Environmental
Law.

     

    
      
        
        

      

      
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    (u)           The
Servicer and each of its Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, copyrights, technology, know-how and processes necessary
for the conduct of its business as currently conducted except for those the
failure to own or license which could not reasonably be expected to have a
Material Adverse Effect (the "Intellectual
Property").  No claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does the
Servicer know of any valid basis for any such claim, except, in either case, for
such claims that in the aggregate could not reasonably be expected to have a
Material Adverse Effect.  The use of such Intellectual Property by the
Servicer and its Subsidiaries does not infringe on the rights of any Person,
except for such claims and infringements that, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

     

    (v)           Schedule VII
hereto sets forth a description of all insurance maintained by or on behalf of
the Servicer and its Subsidiaries as of the Closing Date.  As of the
Closing Date, all premiums in respect of such insurance currently due have been
paid.

     

    (w)           Except
as could not reasonably be expected to result in, individually or in the
aggregate, a Material Adverse Effect, neither the business nor the properties of
the Servicer or any of its Subsidiaries are affected by any unfair labor
practices complaint, union representation campaigns, strike, lockout or other
labor dispute.

     

    (x)           Schedule VIII
hereto sets forth the name of, and the ownership interest of the Servicer in,
each Subsidiary of the Servicer as of the Closing Date.  As of the
Closing Date the Servicer has no Material Subsidiaries.

     

    ARTICLE V

     

    GENERAL
COVENANTS OF THE SELLER, THE SERVICER

     

    SECTION 5.01   
Affirmative Covenants
of the Seller.

     

    Until the
later of (i) the Termination Date and (ii) the date upon which no
Capital shall be outstanding and no Yield, fees or other amounts remain unpaid
under this Agreement, the Seller will:

     

    (a)           Compliance with Laws,
Etc.  Comply in all material respects with all applicable laws,
rules and regulations, and all orders material to the business of the Seller,
such compliance to include, without limitation, compliance with ERISA,
Environmental Law and the Patriot Act.

     

    (b)           Preservation of Existence,
Etc.  Preserve and maintain its existence, material rights
(charter and statutory) and material franchises and privileges in the
jurisdiction of its organization, and qualify and remain qualified in good
standing as a foreign entity in each jurisdiction where the failure to preserve
and maintain such qualification would materially adversely affect the interests
of the Purchasers or the Agent hereunder or in the Pool Receivables and Related
Security, or the ability of the Seller or the Servicer to perform their
respective obligations hereunder or the ability of the Seller to perform its
obligations under the Contracts.

     

    
      
        
        

      

      
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    (c)           Payment of
Taxes.  Pay and discharge before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges or
levies imposed upon it or upon its property and (ii) all lawful claims that, if
unpaid, might by law become a Lien upon its property; provided, however, that the
Seller shall not be required to pay or discharge any such tax, assessment,
charge, claim or levy that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained, unless
and until any Lien resulting therefrom attaches to its property and becomes
enforceable and enforcement thereof has not been stayed.

     

    (d)           Nature of Business and
Permitted Transactions.  Engage solely in the businesses and
transactions authorized by Section 7 of its limited liability company
agreement.

     

    (e)           Compliance with Constituent
Documents.  Without limiting the generality of
subsection (d) above, maintain in place all policies and procedures, and
take and continue to take all actions, necessary to cause compliance with, the
provisions of the Constituent Documents of the Seller delivered to the Agent
pursuant to Section 3.01 as the same may, from time to time, be amended,
supplemented or otherwise modified with the prior written consent of the
Agent.

     

    (f)           Offices, Records and Books
of Accounts.

     

    (i)           Keep
its principal place of business and chief executive office and the offices where
it keeps its Records concerning the Pool Receivables at the address of the
Seller referred to in Section 4.01(k) or, upon at least 30 days’ prior
written notice to the Agent, at any other location in a jurisdiction where all
actions required by Section 6.05(a) shall have been taken;

     

    (ii)           Maintain
and implement administrative and operating procedures (including, without
limitation, an ability to recreate records evidencing Pool Receivables in the
event of the destruction of the originals thereof), and keep and maintain all
documents, books, records and other information reasonably necessary or
advisable for the collection of all Pool Receivables (including, without
limitation, records adequate to permit the daily identification of each Pool
Receivable, the Outstanding Balance of each Pool Receivable and the dates which
payments are due thereon and all Collections of and adjustments to each existing
Pool Receivable).

     

    (iii)           Keep,
or cause to be kept, proper books of record and account, which shall be
maintained or caused to be maintained by the Seller and shall be separate and
apart from those of any Affiliate of the Seller, in which full and correct
entries shall be made of all financial transactions and the assets and business
of the Seller in accordance with GAAP;

     

    
      
        
        

      

      
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    (iv)           To
the extent Records are in written form, segregate such Records in file cabinets
or storage containers and appropriately label such file cabinets or storage
containers to reflect that the Receivable Interests have been conveyed to the
Purchasers; and

     

    (v)           To
the extent such Records constitute computer programs and other non-written
Records, appropriately legend such Records to reflect that the Receivable
Interests have been conveyed to the Purchasers.

     

    (g)           Examination of Records;
Audits.

     

    (i)           From
time to time upon three Business Days’ prior written notice (except that
during the continuance of an Event of Termination, no such notice shall be
required) and during regular business hours as reasonably requested by the Agent
and at the expense of the Seller, permit the Agent, or its agents or
representatives, (A) to examine and make copies of and abstracts from all
Records in the possession or under the control of the Seller, or the agents of
the Seller, relating to Pool Receivables and the Related Security, including,
without limitation, the related Contracts, and (B) to visit the offices and
properties of the Seller, or the agents of the Seller, for the purpose of
examining such materials described in clause (f) above, and to discuss
matters relating to Pool Receivables and the Related Security or the Seller’s
performance hereunder or under the Contracts with any of the officers or
employees of the Seller having knowledge of such matters; provided, however, that unless
a Potential Event of Termination or an Event of Termination shall have occurred
and be continuing, the Seller shall not be required to bear the expense of an
examination and visit pursuant to this clause (i) more than twice in any
calendar year.

     

    (ii)           At
any time and from time to time, upon the Agent’s request (at its own election or
upon the request of the Required Purchasers) and at the expense of the Seller,
cause independent public accountants or others satisfactory to the Agent to
furnish to the Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Receivables and/or a written
report of an audit conducted by such accountants with respect to the Pool
Receivables, Credit and Collection Policy, Lock-Box Account and Deposit Account
activity and the Seller’s performance of its obligations under this Agreement
and the Receivables Sale Agreement on a scope and in a form reasonably requested
by the Agent for such audit; provided, however, that unless
a Event of Termination or Potential Event of Termination shall be continuing,
the Agent shall request no more than one such report during any calendar
year.

     

    
      
        
        

      

      
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    (iii)           cause
to be conducted and offer its assistance in connection with, at its expense and
upon request of the Agent (at its own election or upon the request of the
Required Purchasers), and present to the Agent for approval, such Field
Examinations, appraisals, investigations and reviews as the Agent shall request
for the purpose of determining the Net Receivables Pool Balance, all upon notice
and at such times during normal business hours and as often as may be reasonably
requested.  The Seller shall furnish to the Agent any information that
the Agent may reasonably request regarding the determination and calculation of
the Net Receivables Pool Balance including correct and complete copies of any
invoices, underlying agreements, instruments or other documents and the identity
of all Obligors in respect of Receivables referred to therein; provided, however, that unless
a Event of Termination or Potential Event of Termination shall be continuing,
the Agent shall request no more than four Field Examinations during any calendar
year.

     

    (h)           Performance and Compliance
with Contracts and Credit and Collection Policy.  At its
expense, timely and fully (i) perform, or cause to be performed, and comply
in all material respects with, or cause to be complied with in all material
respects, all provisions, covenants and other promises required to be observed
by it under the Contracts related to the Pool Receivables, and timely and fully
comply in all material respects with the Credit and Collection Policy in regard
to the Pool Receivables and the related Contracts and (ii) as beneficiary
of any Related Security, enforce such Related Security as reasonably requested
by the Agent.

     

    (i)           Transaction
Documents.  At its expense, timely and fully perform and comply
in all material respects with all provisions, covenants and other promises
required to be observed by it under each of the Transaction Documents, maintain
each of the Transaction Documents in full force and effect, enforce in
accordance with its terms, take all such action to such end as may be from time
to time reasonably requested by the Agent, and make to any party to each of the
Transaction Documents such demands and requests for information and reports or
for action as the Seller is entitled to make thereunder and as may be from time
to time reasonably requested by the Agent.

     

    (j)           Deposits to Lock-Box
Accounts or Deposit Accounts.  Instruct, or cause the Servicer
to instruct, all Obligors to make payments in respect of Pool Receivables to
either a Lock-Box Account or a Deposit Account (subject to the provisions set
forth in Section 5.01(o)) and, if the Seller or any Originator shall otherwise
receive any Collections (including, without limitation, any Collections deemed
to have been received by the Seller pursuant to Section 2.09), segregate
and hold in trust such Collections and deposit such Collections, or cause such
Collections to be deposited, to a Lock-Box Account or a Deposit Account within
2 Business Days following such receipt.

     

    (k)           Maintenance of Separate
Existence.  Do all things necessary to maintain its existence
separate and apart from each Originator and other Affiliates of the Seller,
including, without limitation, (i) maintaining proper limited liability
company records and books of account separate from those of such Affiliates;
(ii) maintaining its assets, funds and transactions separate from those of
such Affiliates, reflecting such assets, funds and transactions in financial
statements separate and distinct from those of such Affiliates, and evidencing
such assets, funds and transactions by appropriate entries in the records and
books referred to in clause (i) above, and providing for its own
operating expenses and liabilities from its own assets and funds other than
certain expenses and liabilities relating to basic corporate overhead which may
be allocated between the Seller and such Affiliates; (iii) holding such
appropriate meetings or obtaining such appropriate consents of its members as
are necessary to authorize all the Seller’s actions required by law to be
authorized by its members, keeping minutes of such meetings and of meetings of
its members and observing all other customary organization formalities (and any
successor Seller shall observe similar procedures in accordance with its
governing documents and applicable law); (iv) at all times entering into
its contracts and otherwise holding itself out to the public under the Seller’s
own name as a legal entity separate and distinct from such Affiliates; and
(v) conducting all transactions and dealings between the Seller and such
Affiliates on an arm’s-length basis.

     

    
      
        
        

      

      
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    (l)           Purchase of Pool Receivables
from Originators.  With respect to each Pool Receivable
acquired from any Originator by the Seller other than as a capital contribution,
pay to such Originator (in accordance with the Receivables Sale Agreement) an
amount which constitutes fair consideration and approximates fair market value
for such Pool Receivable and in a sale the terms and conditions of which
(including, without limitation, the purchase price thereof) reasonably
approximates an arm’s-length transaction between unaffiliated
parties.

     

    (m)           Compliance with True Sale
and Non-Consolidation Opinions.  Comply at all times with any
condition, assumption or qualification with respect to the Seller set forth in
the legal opinions referred to in Sections 3.01(b)(xii)(B)(1) and
(2).

     

    (n)           Further
Assurances.  Promptly upon request by the Agent
(i) correct any material defect or error that may be discovered in any
Transaction Document or in the execution, acknowledgment, filing or recordation
thereof, and (ii) do, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register any and all such further acts, deeds,
conveyances, pledge agreements, mortgages, deeds of trust, trust deeds,
assignments, financing statements and continuations thereof, termination
statements, notices of assignment, transfers, certificates, assurances and other
instruments as the Agent may reasonably require from time to time in order to
(A) carry out more effectively the purposes of the Transaction Documents,
(B) perfect and maintain the validity, effectiveness and priority of any of
the Purchasers’ interests intended to be created hereunder and (C) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively
unto the Agent and the Purchasers the rights granted or now or hereafter
intended to be granted to the Agent and the Purchasers under any Transaction
Document or under any other instrument executed in connection with any
Transaction Document to which the Seller is or is to be a party

     

    (o)           Account Control
Agreements.  No later than one week after the Closing Date (or
such later date as the Agent, acting in its sole discretion, may agree), provide
to the Agent (i) an Account Control Agreement with each Deposit Bank, executed
by such Deposit Bank and the Seller and (ii) a Lock-Box Agreement with each
Lock-Box Bank, executed by such Lock-Box Bank and the Seller.

     

    
      
        
        

      

      
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    SECTION 5.02   
Reporting Requirements
of the Seller.

     

    Until the
later of (i) the Termination Date and (ii) the date upon which no
Capital shall be outstanding and no Yield, fees or other amounts remain unpaid
under this Agreement, the Seller will furnish to the Agent for distribution to
the Purchasers:

     

    (a)           Monthly
Reports.  Within 30 days after the end of each of the
first two fiscal months in each fiscal quarter of the Seller, unaudited
financial statements of the Seller (which shall include a balance sheet and
income statement, as well as statements of member’s equity and cash flow)
showing the financial condition and results of operations of the Seller as of
the end of and for such fiscal month, in each case certified by a chief
financial officer or treasurer (or other equivalent Person) of the Seller as
presenting fairly the financial position and results of operations of the Seller
and as having been prepared in accordance with GAAP (subject to
year-end  adjustments) and in form reasonable acceptable to the Agent
and the Required Purchasers.

     

    (b)           Quarterly
Reports.  Within 45 days after the end of each of the
first 3 fiscal quarters in each Fiscal Year, unaudited financial statements
(which shall include a balance sheet and income statement, as well as statements
of member’s equity and cash flow) showing the financial condition and results of
operations of the Seller as of the end of and for such fiscal quarter, in each
case certified by a Responsible Officer of the Seller as presenting fairly the
financial position and results of operation of the Seller and as having been
prepared in accordance with GAAP (subject to year-end adjustments) and in form
reasonable acceptable to the Agent.

     

    (c)           Annual
Reports.  Within 100 days after the end of each Fiscal
Year, financial statements (which shall include a balance sheet and income
statement, as well as statements of member’s equity and cash flow) showing the
financial condition and results of operations of the Seller as of the end of and
for such Fiscal Year, in each case certified by a Responsible Officer of the
Seller as presenting fairly the financial position and results of operation of
the Seller and as having been prepared in accordance with GAAP, together with a
certificate of such Responsible Officer stating that such financial statements
present fairly the financial position of the Seller as at the dates indicated
and the results of their operations and cash flow for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years (except for
changes that shall have been disclosed in the notes to the financial
statements).

     

    (d)           Notice of Event of
Termination.  As soon as possible and in any event within five
days after the occurrence of each Event of Termination or Potential Event of
Termination continuing on the date of such statement, a statement of a
Responsible Officer of the Seller setting forth details of such Event of
Termination or Potential Event of Termination and the action which the Seller
has taken and proposes to take with respect thereto.

     

    (e)           Other.  Upon
demand, such other information, documents, records or reports respecting the
Receivables, the Related Security, the Contracts or the condition or operations,
financial or otherwise, of the Seller as the Agent may from time to time
reasonably request.

     

    
      
        
        

      

      
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    SECTION 5.03   
Negative Covenants of
the Seller.

     

    Until the
later of (i) the Termination Date and (ii) the date upon which no
Capital shall be outstanding and no Yield, fees or other amounts remain unpaid
under this Agreement, the Seller will not:

     

    (a)           Indebtedness.  Except
as otherwise provided herein or in the Receivables Sale Agreement, create or
suffer to exist any Indebtedness, other than  Indebtedness of the Seller
representing fees, expenses and indemnities arising hereunder or under the
Receivables Sale Agreement for the purchase price of the Receivables under the
Receivables Sale Agreement.

     

    (b)           Sales, Liens,
Etc.  Except as otherwise provided herein, sell, lease,
transfer assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, or create or suffer to exist any Lien upon or
with respect to any of its properties or assets, whether now owned or hereafter
acquired, including, but not limited to, its undivided interest in any Pool
Receivable or Related Security or Collections in respect thereof, or upon or
with respect to any related Contract or any Lock-Box Account or Deposit Account
(or any other account) to which any Collections of any Pool Receivable are sent,
or assign any right to receive income in respect thereof.

     

    (c)           Investments.  Except
as otherwise provided herein or in the Receivables Sale Agreement, make or hold
any Investment.

     

    (d)           Restricted
Payments.  Except as otherwise provided herein or in the
Receivables Sale Agreement, directly or indirectly, declare, order, pay, make or
set apart any sum for any redemption, retirement or cancellation of the Seller’s
Equity Interests or any Subordinated Note other than pursuant to the Transaction
Documents.

     

    (e)           Cancellation of
Indebtedness.  Except as otherwise provided herein or in the
Receivables Sale Agreement, cancel any claim or Indebtedness owed to
it.

     

    (f)           Merger, Etc. Merge
into or consolidate any other Person, acquire all or substantially all of the
Equity Interests of any Person, acquire all or substantially all of the assets
of any Person or all or substantially all of the assets constituting the
business of a division, branch or other unit operation of any Person, enter
into any joint venture or partnership with any Person or acquire or create
any Subsidiary.

     

    (g)           Change in Business Lines or
Credit and Collection Policy.  Make (i) any change in the
character of its business or (ii) any changes in the Credit and Collection
Policy that would be reasonably likely to impair the collectibility of the Pool
Receivables.

     

    
      
        
        

      

      
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    (h)           Organizational Documents;
Change of Name, Etc.

     

    (i)           Amend,
supplement or otherwise modify any of its Constituent Documents.

     

    (ii)           Change
its name, identity, form of legal structure or jurisdiction of organization,
unless, prior to the effective date of any such change, the Seller delivers to
the Agent (x) UCC financing statements necessary to reflect such change and
to continue the perfection of the ownership interests in the Receivable
Interests contemplated by this Agreement and (y) if the identity or
structure of the Seller has changed and such change adversely affects the rights
of the Agent under then existing Lock-Box Agreements or Account Control
Agreements with the Seller to take control of the Lock-Box Accounts or Deposit
Accounts pursuant to Section 6.03(a), new Lock-Box Agreements executed by
the Seller and the Lock-Box Banks or new Account Control Agreements executed by
the Seller and the Deposit Banks, as applicable, to the extent necessary to
reflect such changes and to continue to enable the Agent to exercise such
rights.

     

    (i)         
  Accounting.  Account
for (including for accounting and tax purposes) or otherwise treat the
transactions contemplated by the Receivables Sale Agreement in any manner other
than as sales of Receivables by any Originator to the Seller, or account for
(other than for tax purposes) or otherwise treat the transactions contemplated
by this Agreement in any manner other than as sales of Receivable Interests by
the Seller to the Agent for the account of the Purchasers, or otherwise change
its (i) accounting treatment and reporting practices or tax reporting
treatment, except as required by GAAP or any requirement of law and disclosed to
the Purchasers and the Agent or (ii) Fiscal Year.

     

    (j)          
 No Negative
Pledge.  Except as otherwise provided herein or in the
Receivables Sale Agreement enter into or suffer to exist or become effective any
agreement prohibiting or limiting the ability of the Seller to create, incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired except (i) the Senior Credit Agreement
and the “Loan Documents”, as such term is defined in the Senior Credit Agreement
or (ii) prohibitions or conditions under indentures, agreements or instruments
in effect on the date hereof, and any similar indentures agreements or
instruments that are no more restrictive as to the ability of the Seller to
incur Liens than such existing indentures, agreements or
instruments.

     

    (k)           Affiliate
Transactions.  Except as otherwise provided herein or in the
Receivables Sale Agreement enter into any other transaction directly or
indirectly with or for the benefit of any Affiliate of the Seller.

     

    (l)           
ERISA.  Adopt,
maintain, contribute to or incur or assume any obligation with respect to any
Plan, Multiemployer Plan or Welfare Plan.

     

    (m)          Speculative
Transactions.  Engage in any speculative transaction or in any
transaction involving Hedge Agreements.

     

    
      
        
        

      

      
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    (n)           Lease
Obligations.  Create, incur, assume or suffer to exist any
obligations as lessee for the rental or lease of real or personal property,
other than for the lease or rental of an office space or office equipment for
use by the Seller in the ordinary course of its business.

     

    (o)           Extension or Amendment of
Receivables.  Except as otherwise permitted in
Section 6.02, extend, amend or otherwise modify the terms of any Pool
Receivable, or amend, modify or waive any term or condition of any Contract
related thereto.

     

    (p)           Change in Payment
Instructions to Obligors.  Add or terminate any bank as a
Lock-Box Bank or Deposit Bank or any account as a Lock-Box Account or a Deposit
Account from those listed in Schedule I hereto, or make any change in the
instructions to Obligors regarding payments to be made to any Lock-Box Account
or Deposit Account, unless the Agent shall have received at least 20 days’
prior written notice of such addition, termination or change and shall have
received, with respect to each new Lock-Box Account, a Lock-Box Agreement
executed by the Lock-Box Bank that maintains such Lock-Box Account and the
Seller and, with respect to each new Deposit Account, an Account Control
Agreement executed by the Deposit Bank that maintains such Deposit Account and
the Seller.

     

    (q)           Deposits to Lock-Box
Accounts and Deposit Accounts.  Deposit or otherwise credit, or
cause or permit to be so deposited or credited, to any Lock-Box Account or
Deposit Account cash or cash proceeds other than Collections of Pool
Receivables.

     

    (r)           Receivables Sale
Agreement.  (i) Cancel or terminate the Receivables Sale
Agreement or consent to or accept any cancellation or termination thereof,
(ii) amend, supplement or otherwise modify any term or condition of the
Receivables Sale Agreement or give any consent, waiver or approval thereunder,
(iii) waive any default under or breach of the Receivables Sale Agreement
or (iv) take any other action under the Receivables Sale Agreement not
required by the terms thereof that would impair the value of any Receivable
Assets (as defined therein) or the rights or interests of the Seller thereunder
or of the Agent or any Purchaser or Indemnified Party hereunder or
thereunder.

     

    SECTION 5.04   
Affirmative Covenants
of the Servicer.

     

    Until the
later of (i) the Termination Date and (ii) the date upon which no
Capital shall be outstanding and no Yield, fees or other amounts remain unpaid
under this Agreement, the Servicer shall, and shall cause each of its
Subsidiaries (except that, in the case of the Seller, to the extent not
consistent with this Section, the Servicer shall cause the Seller to observe and
perform the covenants set forth in Sections 5.01 and 5.02) to:

     

    (a)           Compliance with Laws,
Etc.  Comply, and cause each of its Subsidiaries to comply, in
all material respects, with all applicable laws, rules, regulations and orders
material to the business of the Servicer or its Subsidiaries, or applicable to
all Pool Receivables and related Contracts, Related Security and Collections
with respect thereto to the extent noncompliance could reasonably be expected to
result in a Material Adverse Effect.  Such compliance shall include,
without limitation, compliance with ERISA, Environmental Law and the Patriot
Act.

     

    
      
        
        

      

      
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    (b)           Preservation of Corporate
Existence, Etc.  Preserve and maintain, and cause each of its
Subsidiaries to preserve and maintain, its corporate existence, material rights
(charter and statutory) and material franchises; provided, however, that the
Servicer and its Subsidiaries may consummate any merger or consolidation
permitted under Section 5.06(c) and provided further that neither
the Servicer nor any of its Subsidiaries shall be required to preserve any right
or franchise, or the existence of any Subsidiary that is not a Transaction
Party, if the board of directors (or similar governing body) of the Servicer or
such Subsidiary shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Servicer or such Subsidiary, as
the case may be, and that the loss thereof is not disadvantageous in any
material respect to the Servicer, such Subsidiary, the Purchasers or the Agent
or to the Pool Receivables and Related Security, or the ability of the Seller or
the Servicer to perform their respective obligations hereunder or the ability of
the Seller to perform its obligations under the Contracts.

     

    (c)           Payment of
Taxes.  Pay and discharge, and cause each of its Subsidiaries
to pay and discharge, before the same shall become delinquent, (i) all
material taxes, assessments and governmental charges or levies imposed upon it
or upon its property and (ii) all lawful claims that, if unpaid, might by
law become a Lien upon its property; provided, however, that neither
the Servicer nor any of its Subsidiaries shall be required to pay or discharge
any such tax, assessment, charge, claim or levy that is being contested in good
faith and by proper proceedings and as to which appropriate reserves are being
maintained, unless and until any Lien resulting therefrom attaches to its
property and becomes enforceable and enforcement thereof has not been
stayed.

     

    (d)           Maintenance of Insurance.  Maintain,
and cause each of its Subsidiaries to maintain, insurance with responsible and
reputable insurance companies or associations in such amounts and covering such
risks as is usually carried by companies engaged in similar businesses and
owning similar properties in the same general areas in which the Servicer
operates, and furnish to the Agent upon request information in reasonable detail
as to the insurance so carried; provided, however, that the
Servicer may self-insure to the same extent as other companies engaged in
similar businesses and owning similar properties in the same general area in
which the Servicer operates and to the extent consistent with prudent business
practice.

     

    (e)           Maintenance of Properties,
Etc.  Maintain and preserve, and cause each of its Subsidiaries
to maintain and preserve, all of its properties that are used or useful in the
conduct of its business in good working order and condition, ordinary wear and
tear excepted.

     

    
      
        
        

      

      
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    (f)           Books of
Accounts.

     

    (i)           Keep,
or cause to be kept, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Servicer or any Subsidiary in accordance with GAAP.

     

    (ii)           To
the extent Records are (A) in written form, segregate such Records in file
cabinets or storage containers and appropriately label such file cabinets or
storage containers to reflect that the Receivable Interests have been conveyed
to the Purchasers, or (B) constitute computer programs and other
non-written Records, appropriately legend such Records to reflect that the
Receivable Interests have been conveyed to the Purchasers.

     

    (iii)           Maintain
and implement administrative and operating procedures (including, without
limitation, an ability to recreate records evidencing Pool Receivables in the
event of the destruction of the originals thereof), and keep and maintain all
documents, books, records and other information reasonably necessary or
advisable for the collection of all Pool Receivables (including, without
limitation, records adequate to permit the daily identification of each Pool
Receivable, the Outstanding Balance of each Pool Receivable and the dates which
payments are due thereon and all Collections of and adjustments to each existing
Pool Receivable).

     

    (g)           Examination of Records;
Audits.

     

    (i)           From
time to time upon three Business Days’ prior written notice (except that
during the continuance of an Event of Termination, no such notice shall be
required) and during regular business hours as reasonably requested by the Agent
and at the expense of the Servicer, permit the Agent, or its agents or
representatives, (A) to examine and make copies of and abstracts from all
Records in the possession or under the control of any Originator, the Servicer
or their respective Affiliates or the agents of such Originator, the Servicer or
their respective Affiliates, relating to Pool Receivables and the Related
Security, including, without limitation, the related Contracts, and (B) to
visit the offices and properties of any Originator, the Servicer, their
respective Affiliates (other than the Seller) or the agents of such Originator,
the Servicer or their respective Affiliates, for the purpose of examining such
materials described in clause (a) above, and to discuss matters
relating to Pool Receivables and the Related Security or the Servicer’s
performance hereunder or under the Contracts with any of the officers or
employees of the Servicer having knowledge of such matters; provided, however, that unless
a Potential Event of Termination or an Event of Termination shall have occurred
and be continuing, the Servicer shall not be required to bear the expense of an
examination and visit pursuant to this clause (i) more than twice in any
calendar year

     

    (ii)           The
Agent may (at its own election or at the request of the Required Purchasers), at
the Servicer’s sole cost and expense, make test verifications of the Receivables
in any manner and through any medium that the Agent considers advisable, and the
Servicer shall furnish all such assistance and information as the Agent may
require in connection therewith.

     

    
      
        
        

      

      
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    (iii)           At
any time and from time to time, upon the Agent’s request (at its own election or
at the request of the Required Purchasers) and at the expense of the Servicer,
cause independent public accountants or others satisfactory to the Agent to
furnish to the Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Receivables and/or a written
report of an audit conducted by such accountants with respect to the Pool
Receivables, Credit and Collection Policy, Lock-Box Account and Deposit Account
activity and the Servicer’s performance of its obligations under this Agreement
and the Receivables Sale Agreement on a scope and in a form reasonably requested
by the Agent for such audit; provided, however, that unless
an Event of Termination or Potential Event of Termination shall be continuing,
the Agent shall request no more than four such reports during any calendar
year.

     

    (iv)           Conduct,
or cause to be conducted and offer its assistance in connection with, at its
expense and upon request of the Agent (at its own election or at the request of
the Required Purchasers), and present to the Agent for approval, such Field
Examinations, appraisals, investigations and reviews as the Agent shall request
for the purpose of determining the Net Receivables Pool Balance, all upon notice
and at such times during normal business hours and as often as may be reasonably
requested.  The Servicer shall furnish to the Agent any information
that the Agent may reasonably request regarding the determination and
calculation of the Net Receivables Pool Balance including correct and complete
copies of any invoices, underlying agreements, instruments or other documents
and the identity of all Obligors in respect of Receivables referred to therein;
provided, however, that unless
a Event of Termination or Potential Event of Termination shall be continuing,
the Agent shall request no more than four Field Examinations during any calendar
year.

     

    (h)           Performance and Compliance
with Contracts and Credit and Collection Policy.  At its
expense, timely and fully (i) perform, or cause to be performed, and comply
in all material respects with, or cause to be complied with in all material
respects, all provisions, covenants and other promises required to be observed
by it under the Contracts related to the Pool Receivables, and timely and fully
comply in all material respects with the Credit and Collection Policy in regard
to the Pool Receivables and the related Contracts and (ii) as beneficiary
of any Related Security, enforce and cause each other Originator to enforce such
Related Security as reasonably requested by the Agent.

     

    (i)           Transaction
Documents.  At its expense, timely and fully perform and comply
in all material respects with all provisions, covenants and other promises
required to be observed by it under each of the Transaction Documents, maintain
each of the Transaction Documents in full force and effect, enforce in
accordance with its terms, take all such action to such end as may be from time
to time reasonably requested by the Agent, and make to any party to each of the
Transaction Documents such demands and requests for information and reports or
for action as it is entitled to make thereunder and as may be from time to time
reasonably requested by the Agent.

     

    
      
        
        

      

      
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    (j)           Deposits to Lock-Box
Accounts or Deposit Accounts.  Instruct all Obligors to make
payments in respect of Pool Receivables to either a Lock-Box Account or a
Deposit Account (subject to the provisions set forth in Section 5.01(o)) and, if
the Servicer shall otherwise receive any Collections (including, without
limitation, any Collections deemed to have been received by the Seller pursuant
to Section 2.09), segregate and hold in trust such Collections and deposit
such Collections, or cause such Collections to be deposited, to a Lock-Box
Account or a Deposit Account within 2 Business Days following such
receipt.

     

    (k)           Compliance with True Sale
and Non-Consolidation Opinions.  Comply, and cause the Seller
and the Originator to comply, at all times with any condition, assumption or
qualification with respect to the Servicer set forth in the legal opinions
referred to in Sections 3.01(b)(xii)(B)(1) and (2).

     

    (l)           Further
Assurances.  Promptly upon request by the Agent
(i) correct any material defect or error that may be discovered in any
Transaction Document or in the execution, acknowledgment, filing or recordation
thereof, and (ii) do, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register any and all such further acts, deeds,
conveyances, pledge agreements, mortgages, deeds of trust, trust deeds,
assignments, financing statements and continuations thereof, termination
statements, notices of assignment, transfers, certificates, assurances and other
instruments as the Agent may reasonably require from time to time in order to
(A) carry out more effectively the purposes of the Transaction Documents,
(B) perfect and maintain the validity, effectiveness and priority of any of
the Purchasers’ interests intended to be created hereunder and (C) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively
unto the Agent and the Purchasers the rights granted or now or hereafter
intended to be granted to the Agent and the Purchasers under any Transaction
Document or under any other instrument executed in connection with any
Transaction Document to which it is or is to be a party.

     

    SECTION 5.05   
Reporting Requirements
of the Servicer.

     

    Until the
later of (i) the Termination Date and (ii) the date upon which no
Capital Investment shall be outstanding and no Yield, fees or other amounts
remain unpaid under this Agreement, the Servicer shall furnish to the Agent for
distribution to the Purchasers:

     

    (a)           Monthly
Reports.  Within 30 days after the end of each of the
first two fiscal months in each fiscal quarter of the Servicer, unaudited
consolidated and consolidating financial statements (which shall include a
balance sheet and income statement, as well as statements of partners’ equity
and cash flow) showing the financial condition and results of operation of the
Servicer and its Consolidated Subsidiaries as of the end of and for such fiscal
month and that portion of the current Fiscal Year ending as of the close of such
month, setting forth in comparative form the figures contained in the most
recent financial projections delivered pursuant to Section 3.01(d) or
Section 5.05(k), as the case may be, for the current Fiscal Year, in each
case certified by a Principal Financial Officer of the Servicer as presenting
fairly the financial position and results of operations of the Servicer and its
Consolidated Subsidiaries and as having been prepared in accordance with GAAP
(subject to year-end adjustments) and in form reasonably acceptable to the Agent
and the Required Purchasers.

     

    
      
        
        

      

      
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    (b)           Quarterly
Reports.  Subject to the last paragraph of this
Section 5.05, within 45 days after the end of each of the first three
fiscal quarters of each Fiscal Year, unaudited consolidated and consolidating
financial statements (which shall include a balance sheet and income statement,
as well as statements of partners’ equity and cash flow) showing the financial
condition and results of operations of the Servicer and its Consolidated
Subsidiaries as of the end of and for such fiscal quarter, in each case
certified by a Principal Financial Officer of the Servicer as presenting fairly
the financial position and results of operations of the Servicer and its
Consolidated Subsidiaries and as having been prepared in accordance with GAAP,
subject to year-end adjustments, and in form reasonably acceptable to the Agent
and the Required Purchasers.

     

    (c)           Annual
Reports.  Subject to the last paragraph of this
Section 5.05, within 90 days after the end of each Fiscal Year,
Consolidated and consolidating financial statements (which shall include a
balance sheet and income statement, as well as statements of partners’ equity
and cash flows) showing the financial condition and results of operations of the
Servicer and its Consolidated Subsidiaries as of the end of and for such Fiscal
Year.  The financial statements of the Servicer and its Consolidated
Subsidiaries delivered pursuant to this paragraph will be audited and reported
on by independent public accountants of recognized standing and shall be
accompanied by a statement of such firm of independent public accountants
(i) stating whether during the course of their examination of such
financial statements they obtained knowledge of any Potential Event of
Termination or any Event of Termination existing on the date of such statements
and (ii) confirming the calculations set forth in the officer’s certificate
delivered simultaneously therewith pursuant to (d) below (which statement may be
limited to the extent required by accounting rules or guidelines).

     

    (d)           Principal Financial
Officer’s Certification.  Concurrently with (a), (b) and (c)
above, a certificate of a Principal Financial Officer of the
Borrower,

     

    (i)           certifying
compliance, as of the dates of the financial statements being furnished at such
time and for the periods then ended, with the covenants set forth in
Sections 5.06(a), 5.06(b) and 5.06(j), and demonstrating compliance
with the covenants set forth in Section 5.07;

     

    (ii)           certifying
that to the best knowledge of such Principal Financial Officer no Potential
Event of Termination or Event of Termination has occurred and is continuing or,
if a Potential Event of Termination or Event of Termination has occurred and is
continuing, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto; and

     

    
      
        
        

      

      
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    (iii)           solely
in the case of (c) above, certifying that except as previously notified to
the Agent pursuant to Section 5.03(h) or Section 5.06(e) there has
been no change in any Transaction Party’s name, form of organization,
jurisdiction of organization and organizational number or Federal Taxpayer
Identification Number.

     

    (e)           Public and Creditors’
Reports.  Subject to the last paragraph of this
Section 5.05, promptly after the same shall have been filed or furnished as
described below, copies of (x) all reports and information provided or
required to be provided to the lenders under the Senior Credit Agreement, and
(y) such registration statements, annual, periodic and other reports, and
such proxy statements and other information, if any, as shall be filed by the
Servicer or any Subsidiary with the SEC pursuant to the requirements of the
Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules
promulgated thereunder.

     

    (f)           Monthly Seller
Report.  On or prior to the tenth Business Day of each calendar
month:

     

    (i)           a
Seller Report relating to each Receivable Interest, as of the close of business
of the Servicer on the last day of the immediately preceding calendar
month;

     

    (ii)           a
listing of the ten Obligors owing the greatest U.S. Dollar amount of Pool
Receivables, together with a report setting forth (A) the name of such
Obligor, (B) the balance of the Pool Receivables owing by such Obligor as
of such date, and (C) a summary of credit terms applicable to such Pool
Receivables under the applicable Contract;

     

    (iii)           a
listing by Obligor of all Pool Receivables, together with an analysis as to the
aging of such Receivables, as of such last day; and

     

    (iv)           such
other information as shall be reasonably requested from time to time by the
Agent or by the Agent at the request of the Required Purchasers.

     

    (g)           Weekly Receivable
Report.  On the second Business Day of each week (or more
frequently if a Triggering Event has occurred and is continuing (with such
frequency of delivery as requested by the Agent) or as otherwise requested by
the Agent (on the basis of such credit and collateral considerations as it may
deem appropriate, in its sole discretion acting in a commercially reasonable
manner and in accordance with its customary business practices), but in no event
more frequently than once each Business Day) by no later than 12:00 noon
(New York time), a Receivables Report relating to the Receivable Interests as at
the end of the last Business Day of the immediately preceding week (or such
shorter period, not earlier than the immediately preceding Business Day, as
requested by Agent) stating:

     

    (i)           the
aggregate amount of the Net Receivables Pool Balance as of the end of the
immediately preceding reporting period, in such detail as shall be satisfactory
to the Agent,

     

    
      
        
        

      

      
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    (ii)           the
aggregate amount of the Collections from the Pool Receivables received by or on
behalf of the Servicer as of the end of the immediately preceding reporting
period, in such detail as shall be satisfactory to the Agent,

     

    (iii)          the
aggregate of sales and billings of each Originator as of the end of the
immediately preceding reporting period,

     

    (iv)         
the aggregate of volume rebates of each Originator as of the end of the
immediately preceding reporting period;

     

    (v)           the
aggregate of credits in past due of each Originator as of the end of the
immediately preceding reporting period;

     

    (vi)          the
aggregate of offsets or other dilution reserves of each Originator as of the end
of the immediately preceding reporting period; and

     

    (vii)         such
other information as shall be specified from time to time by the Agent or by the
Agent at the request of the Required Purchasers.

     

    (h)           Net Receivables Pool Balance
Report.  As soon as possible and in any event within
2 Business Days after a Responsible Officer of the Servicer first becomes
aware that any of the following is true:  (i) the Net Receivables
Pool Balance is less than 90% of the Net Receivables Pool Balance reflected in
the most recent Receivables Report delivered pursuant to clause (g) above,
or (ii) the Net Receivables Pool Balance is less than 105% of the Required
Net Receivables Pool Balance, or (iii) the outstanding Capital exceeds the
Net Receivables Pool Balance as a result of a decrease therein, a statement of a
Responsible Officer of the Servicer setting forth details of
such  event and, in the case of clause (iii) such notice
shall also include the amount of such excess.

     

    (i)           Notice of Event of
Termination.  As soon as possible and in any event within
2 Business Days after a Responsible Officer of the Servicer first becomes
aware of each Event of Termination or Potential Event of Termination continuing
on the date of such statement, a statement of a Responsible Officer of the
Servicer setting forth details of such Event of Termination or Potential Event
of Termination and the action which the Servicer has taken and proposes to take
with respect thereto.

     

    (j)           Litigation,
etc.  Give the Agent written notice promptly after the
commencement thereof of all actions and proceedings before any court,
governmental agency or arbitrator affecting the Servicer or any of its
Subsidiaries of the type described in Section 4.02(g).

     

    (k)           Business
Plan.  Not later than 30 days after the commencement of
each Fiscal Year:  (A) the annual business plan of the Servicer
and its Subsidiaries for such Fiscal Year, (B) forecasts prepared by
management of the Servicer for each fiscal month in such Fiscal Year and
(C) forecasts prepared by management of the Servicer for such Fiscal Year
and each of the succeeding Fiscal Years through the Fiscal Year in which the
Commitment Termination Date occurs, including, in each instance described in
clauses (B) and (C) above, (x) a projected year-end consolidated
balance sheet and income statement and statement of cash flows, (y) a
statement of all of the material assumptions on which such forecasts are based
and (z) containing the types of financial information contained in the
financial projections delivered pursuant to
Section 3.01(d)(iii).

     

    
      
        
        

      

      
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    (l)           Other.  Upon
demand, such other information, documents, records or reports respecting the
Receivables, the Related Security, the Contracts or the condition or operations,
financial or otherwise, of any as the Agent may from time to time reasonably
request.

     

    Information
required to be delivered pursuant to Sections 5.05(b), 5.05(c) or
5.5(e) shall be deemed to have been delivered on the date on which the
Servicer provides notice to the Agent that such information has been posted at
sec.gov/edaux/searches.htm or at another website identified in such notice and
accessible by the Purchasers without charge; provided that
(i) such notice may be included in a certificate delivered pursuant to
Section 5.05(d), (ii) the certification referred to in 5.05(b) shall
be deemed made on the date on which the Servicer provides notice to the Agent
(as contemplated above) that the information referred to in such paragraph has
been posted as described above and (iii) the Servicer shall deliver paper
copies of the information referred to in Sections 5.05(b), 5.05(c) and
5.05(e) to the Agent for distribution to (x) any Purchaser to which the
above referenced websites are for any reason not available if such Purchaser has
so notified the Servicer and (y) any Purchaser that has notified the
Servicer that it desires paper copies of all such information.

     

    SECTION 5.06    Negative Covenants of the
Servicer.

     

    Until the
later of (i) the Termination Date and (ii) the date upon which no
Capital shall be outstanding and no Yield, fees or other amounts remain unpaid
under this Agreement, the Servicer shall not, and shall not permit any of its
Subsidiaries (except that, in the case of the Seller, to the extent not
consistent with this Section, the Servicer shall cause the Seller to observe and
perform the covenants set forth in Section 5.03) to:

     

    (a)           Indebtedness.  Except
as otherwise provided herein or in the Receivables Sale Agreement, create or
suffer to exist, or permit any of its Subsidiaries to create or suffer to exist,
any Indebtedness other than:

     

    (i)           
Indebtedness owed to Chemtura or to a wholly-owned Subsidiary of Chemtura or
Indebtedness arising under the Senior Credit Agreement;

     

    (ii)           Indebtedness
described on Schedule XII hereto, and any Indebtedness extending the
maturity of, or refunding or refinancing, in whole or in part, the scheduled
Indebtedness, provided that the
principal amount of such Indebtedness shall not be increased above the principal
amount thereof outstanding immediately prior to such extension, refunding or
refinancing, the direct and contingent obligors therefor shall not be changed,
as a result of or in connection with such extension, refunding or refinancing,
and the scheduled maturity date of such extended, refinanced or refunded
Indebtedness shall be no earlier than 360 days after the Commitment Termination
Date;

     

    
      
        
        

      

      
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    (iii)          Indebtedness
secured by Liens permitted by Section 5.06(b)(ii) or (iv);

     

    (iv)          Indebtedness
of a Person existing at the time such Person is merged into or consolidated with
Chemtura or any Subsidiary of Chemtura or becomes a Subsidiary of Chemtura;
provided that
such Indebtedness was not created in contemplation of such merger, consolidation
or acquisition;

     

    (v)           Indebtedness
consisting of guarantees of Indebtedness which is otherwise permitted by this
Section 5.06(a);

     

    (vi)          Hedge
Agreements permitted under Section 5.06(j) having an aggregate unrealized net
loss position, if any, on a marked to market basis determined as of any date of
determination of Covenant Debt not to exceed $10,000,000;

     

    (vii)         other
Indebtedness (whether secured or unsecured) in an aggregate principal amount not
to exceed $100,000,000 at any time outstanding; provided, however, that no more
than $10,000,000 of such Indebtedness may be secured under Section
5.06(b)(v);

     

    (viii)        endorsement
of negotiable instruments for deposit or collection or similar transactions in
the ordinary course of business; and

     

    (ix)           Indebtedness
arising in connection with foreign receivables securitization programs to the
extent permitted by Section 5.06(b)(x).

     

    (b)           Liens.  Create
or suffer to exist, or permit any of its Subsidiaries to create or suffer to
exist, any Lien with respect to any of its properties, whether now owned or
hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any
right to receive income, other than:

     

    (i)        
   Permitted Liens and Liens, if any, created under the Senior
Credit Agreement and the “Loan Documents” referred to therein (and, if
applicable, Liens that are required by the terms of the applicable indentures
existing on the date hereof to secure the Indebtedness issued under such
indentures equally and ratably with any Liens created under the Senior Credit
Agreement and the “Loan Documents” referred to therein);

     

    (ii)           purchase
money Liens upon or in any real property or equipment acquired or held by
Chemtura or any of its Subsidiaries in the ordinary course of business to secure
the purchase price of such property or equipment or to secure Indebtedness
incurred solely for the purpose of financing the acquisition of such property or
equipment, or Liens existing on such property or equipment at the time of its
acquisition (other than any such Liens created in contemplation of such
acquisition that were not incurred to finance the acquisition of such property)
or extensions, renewals or replacements of any of the foregoing for the same or
a lesser amount, provided, however, that no such
Lien shall extend to or cover any properties of any character other than the
real property or equipment being acquired, and no such extension, renewal or
replacement shall extend to or cover any properties not theretofore subject to
the Lien being extended, renewed or replaced, provided further that the
aggregate principal amount of the indebtedness secured by the Liens referred to
in this clause (ii) shall not exceed $25,000,000 at any time
outstanding;

     

    
      
        
        

      

      
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    (iii)           the
Liens described on Schedule XIII hereto and other Liens aggregating not more
than $10,000,000 existing on July 1, 2005 on assets of Subsidiaries of Chemtura
organized outside of the United States;

     

    (iv)           Liens
on property of a Person existing at the time such Person is merged into or
consolidated with Chemtura or any Subsidiary of Chemtura or becomes a Subsidiary
of Chemtura; provided that such
Liens were not created in contemplation of such merger, consolidation or
acquisition and do not extend to any assets other than those of the Person so
merged into or consolidated with Chemtura or such Subsidiary or acquired by
Chemtura or such Subsidiary;

     

    (v)           other
Liens securing Indebtedness referred to in Section 5.06(a)(vii) in an aggregate
principal amount not to exceed $10,000,000 at any time outstanding;

     

    (vi)          Liens
securing Hedge Agreements in an amount not to exceed $10,000,000 at any time
outstanding;

     

    (vii)         Liens
arising under any Sale/Leaseback Transaction permitted by Section 5.06(i);
provided that
any such Lien shall be limited to the assets subject to such Sale/Leaseback
Transaction;

     

    (viii)        Liens
created under the Transaction Documents;

     

    (ix)           the
replacement, extension or renewal of any Lien permitted by clause (iii) and
clause (iv) above upon or in the same property theretofore subject thereto or
the replacement, extension or renewal (without increase in the amount or change
in any direct or contingent obligor) of the Indebtedness secured thereby;
and

     

    (x)           assignments
of the right to receive income (including factoring of accounts receivable) or
Liens that arise in connection with foreign receivables securitization programs,
in an aggregate principal amount not to exceed $300,000,000 at any time
outstanding;

     

    provided that none of
the foregoing exceptions shall permit the Servicer to create or suffer to exist,
or permit any of its Subsidiaries to create or suffer to exist, any consensual
Lien with respect to the Equity Interests of the Seller (other than a Lien in
favor of the lenders party to the Senior Credit Agreement), the Receivables,
Related Security, the Lock-Box Accounts, the Deposit Accounts or
Collections.

     

    
      
        
        

      

      
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    (c)           Merger,
Etc.  Merge into or consolidate with any Person or permit any
Person to merge into it, or permit any of its Subsidiaries to do so, except
that:

     

    (i)           any
Subsidiary of the Servicer may merge into or consolidate with any other
Subsidiary of the Servicer; provided that, in the
case of any such merger or consolidation, the Person formed by such merger or
consolidation shall be a wholly-owned Subsidiary of the Servicer;

     

    (ii)           as
part of any acquisition permitted under Section 5.06(r), any Subsidiary of the
Servicer may merge into or consolidate with any other Person or permit any other
Person to merge into or consolidate with it; provided that the
Person surviving such merger shall be a wholly-owned Subsidiary of the
Servicer;

     

    (iii)          as
part of any sale or other disposition permitted under Section 5.06(s) (other
than clause (ii) thereof), any Subsidiary of the Servicer may merge into or
consolidate with any other Person or permit any other Person to merge into or
consolidate with it; and

     

    (iv)          any
of the Servicer’s Subsidiaries may merge into the Servicer.

     

    (d)           Change in Business Lines or
Credit and Collection Policy.  Make any material change in the
character of its business as carried on as of the date hereof or in the Credit
and Collection Policy that would, in either case, be reasonably likely to impair
the collectibility of the Pool Receivables.

     

    (e)           Organizational Documents;
Change of Name, Etc.

     

    (i)           Amend,
supplement or otherwise modify the Constituent Documents of any Transaction
Party except as otherwise permitted by Section 5.06(c).

     

    (ii)           Change
its name, identity, form of legal structure or jurisdiction of organization,
unless, prior to the effective date of any such change, the Servicer delivers to
the Agent UCC financing statements necessary to reflect such change and to
continue the perfection of the ownership interests in the Receivable Interests
contemplated by this Agreement.

     

    (f)           Accounting.  Make
or permit, or permit any of its Subsidiaries to make or permit, (i) any change
in accounting policies or reporting practices except as required or permitted by
generally accepted accounting principles or (ii) its Fiscal Year.

     

    
      
        
        

      

      
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    (g)           Negative
Pledge.  Enter into or suffer to exist, or permit any of its
Subsidiaries to enter into or suffer to exist, any agreement prohibiting or
conditioning the creation or assumption of any Lien upon any of its property or
assets except (i) the Senior Credit Agreement and the “Loan Documents”
referred to therein or (ii) prohibitions or conditions under
(A) indentures, agreements or instruments in effect on the date hereof and
any similar indentures, agreements or instruments that are no more restrictive
as to the ability of the Servicer or its Subsidiaries to incur Liens than such
existing indentures, agreements or instruments, (B) any purchase money
Indebtedness solely to the extent that the agreement or instrument governing
such Indebtedness prohibits a Lien on the property acquired with the proceeds of
such Indebtedness, (C) any Capitalized Lease Obligations solely to the
extent that such Capitalized Lease Obligations prohibit a Lien on the property
subject thereto, (D) any agreement in effect on the date any Person first
becomes a Subsidiary of the Servicer (so long as such agreement was not entered
into solely in contemplation of such Person becoming a Subsidiary of the
Servicer), (E) any restrictions consisting of customary provisions restricting
assignment, subletting or other transfers contained in leases, licenses and
other agreements entered into in the ordinary course of business so long as such
restrictions do not extend to assets other than those that are the subject of
such lease, license or other agreement or (F) restrictions with respect to any
asset pending the close of the sale of such asset.

     

    (h)           Affiliate
Transactions.  Directly or indirectly (a) pay any funds to
or for the account of any Affiliate, (b) make any Investment in any
Affiliate (whether by acquisition of stock or indebtedness, by loan, advance,
transfer of property, guarantee or other agreement to pay, purchase or service,
directly or indirectly, any Indebtedness, or otherwise), (c) lease, sell,
transfer or otherwise dispose of any assets, tangible or intangible, to any
Affiliate, or (d) participate in, or effect, any transaction with any
Affiliate, except on terms that are no less favorable to the Servicer or a
Transaction Party or a Material Subsidiary, as the case may be, than those that
could be obtained in a comparable arm’s length transaction with a person that is
not an Affiliate; provided that the
foregoing provisions of this Section 5.06(h) shall not
prohibit:

     

    (i)           
any transaction between a Subsidiary (other than a Material Subsidiary) and
another Subsidiary (other than a Material Subsidiary);

     

    (ii)           any
dividend or distribution by Chemtura on any class of its Equity Interests or
Investment permitted by Section 5.06(q) or Section 5.06(r),
respectively;

     

    (iii)          any
Subsidiary from declaring or paying any lawful dividend or other payment ratably
in respect of all its capital stock of the relevant class;

     

    (iv)          transactions
or payments pursuant to any employment agreement or employee, officer or
director benefit plans or arrangements entered into by the Servicer or any
Subsidiary in the ordinary course of business;

     

    (v)           customary
loans, advances, fees and compensation paid to, and indemnity provided on behalf
of, officers, directors, employees or consultants of the Servicer or any
Subsidiary;

     

    (vi)          the
transactions contemplated by the Transaction Documents; and

     

    
      
        
        

      

      
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    (vii)         transactions
entered into by a Person prior to the time such Person becomes a Subsidiary and
not entered into in contemplation of such Person becoming a
Subsidiary.

     

    (i)           Operating Leases;
Sale/Leasebacks.

     

    (i)           In
the case of the Servicer or any Originator or any Material Subsidiary, become or
remain liable as lessee or guarantor or other surety with respect to any
operating lease, unless that aggregate amount of all rents paid or accrued under
all such operating leases shall not exceed $50,000,000 in any Fiscal
Year.

     

    (ii)           Enter
into any arrangement, directly or indirectly, with any Person whereby the
Servicer or any other Transaction Party or any Material Subsidiary shall sell or
transfer any property, real or personal, and used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred, without the
consent of the Required Purchasers (any such arrangement, a “Sale/Leaseback
Transaction”).  Notwithstanding the foregoing, the Servicer or
any Originator or any Material Subsidiary may enter into any Sale/Leaseback
Transaction, without seeking the consent of the Required Purchasers, if
(i) such Sale/Leaseback Transaction involves the sale of any fixed or
capital asset and is consummated within 180 days of the Servicer or such
Originator or such Material Subsidiary acquiring or completing the construction
of such fixed or capital asset, and (ii) the aggregate fair market value of
all properties covered by Sale/Leaseback Transactions would not exceed
$20,000,000.

     

    (j)           No Speculative
Transactions.  Engage, or permit any of its Subsidiaries to
engage, in any transaction involving commodity options or futures contracts or
any similar speculative transactions (including, without limitation, take-or-pay
contracts) solely for speculative purposes or other than for the purpose of
hedging risks associated with the business of the Servicer and its Subsidiaries
in the ordinary course of such businesses.

     

    (k)           Restrictive
Agreements.  Directly or indirectly, enter into or suffer to
exist, or permit any of its Subsidiaries to enter into or suffer to exist, any
agreement or arrangement limiting the ability of any of its Subsidiaries to
declare or pay dividends or other distributions in respect of its Equity
Interests or repay or prepay any Indebtedness owed to, make loans or advances
to, or otherwise transfer assets to or make Investments in, the Servicer or any
Subsidiary of the Servicer (whether through a covenant restricting dividends,
loans, asset transfers or investments, a financial covenant or otherwise),
except (i) the Transaction Documents, (ii) any indenture, agreement or
instrument existing on the date hereof and any similar indentures, agreements or
instruments that are no more restrictive as to the ability of the Servicer or
its Subsidiaries to declare or pay dividends or other distributions in respect
of its Equity Interests or repay or prepay any Indebtedness than such existing
indentures, agreements or instruments, (iii) any agreement in effect at the time
a Person first became a Subsidiary of the Servicer, so long as such agreement
was not entered into solely in contemplation of such Person becoming a
Subsidiary of the Servicer, (iv) any restrictions consisting of customary
provisions restricting assignment, subletting or other transfers contained in
leases, licenses and other agreements entered into in the ordinary course of
business so long as such restrictions do not extend to assets other than those
that are the subject of such lease, license or other agreement, (v) restrictions
with respect to any asset pending the close of the sale of such asset, (vi) any
restriction or encumbrance on the transfer of any assets subject to purchase
money Liens, or (vii) under applicable law.

     

    
      
        
        

      

      
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    (l)           Extension or Amendment of
Receivables.  Except as otherwise permitted in
Section 6.02, extend, amend or otherwise modify the terms of any Pool
Receivable, or amend, modify or waive any term or condition of any Contract
related thereto.

     

    (m)           Change in Payment
Instructions to Obligors.  Add or terminate any bank as a
Lock-Box Bank or Deposit Bank or any account as a Lock-Box Account or a Deposit
Account from those listed in Schedule I hereto, or make any change in the
instructions to Obligors regarding payments to be made to any Lock-Box Account
or Deposit Account, unless the Agent shall have received at least 20 days’
prior written notice of such addition, termination or change and shall have
received, with respect to each new Lock-Box Account, a Lock-Box Agreement
executed by the Lock-Box Bank that maintains such Lock-Box Account and the
Seller and, with respect to each new Deposit Account, an Account Control
Agreement executed by the Deposit Bank that maintains such Lock-Box Account and
the Seller.

     

    (n)           Deposits to Lock-Box
Accounts and Deposit Accounts.  Deposit or otherwise credit, or
cause or permit to be so deposited or credited, to any Lock-Box Account or
Deposit Account cash or cash proceeds other than Collections of Pool
Receivables.

     

    (o)           Voluntary
Petitions.  Cause the Seller to file a voluntary petition under
the Bankruptcy Code or any other bankruptcy or insolvency laws so long as the
Seller is not “insolvent” within the
meaning of the Bankruptcy Code, and unless, and only unless, such filing has
been authorized in accordance with the Seller’s Constituent
Documents.

     

    (p)           Maintenance of Seller’s
Separate Existence.  Take any action, or omit to take any
action, if the effect is to cause the Seller to fail to perform or observe in
any material respect the covenants contained in Section 5.01(e) and
Section 5.01(k) above or to otherwise cause the Seller not to be considered
as legal entity separate and distinct from each other.

     

    (q)           Restricted Payments;
Prepayments of Debt.  (i) Declare or pay any dividend or make
any distribution on account of its or such Subsidiary’s Equity Interests or
purchase, redeem or otherwise acquire or retire for value any Equity Interests
of the Servicer or any Affiliate of the Servicer that controls the Servicer,
except that (A) equity interests in Chemtura may be retired and reissued or
amended as part of a stock or other equity interest exchange and (B) Chemtura
may acquire equity interests in Chemtura to the extent such equity interests
were surrendered by an employee of Chemtura in order to meet tax liabilities
following a distribution of restricted stock or other equity; (ii) prepay,
redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner, or make any payment in violation of any subordination
terms of, any Indebtedness, or permit any of its Subsidiaries to do any of the
foregoing other than to prepay any Indebtedness payable by it to Chemtura,
except (A) the payment or prepayment of Indebtedness outstanding under the
Senior Credit Agreement in accordance with the terms of such agreement or (B)
regularly scheduled or required repayments or redemptions of Indebtedness
referred to in Section 5.06(a)(ii), (iii), (iv) and (vii) or (C) any prepayments
or redemptions of Indebtedness in connection with a refunding or refinancing of
such Indebtedness referred to in Section 5.06(a)(ii), (iii), (iv) or (vii); or
(iii) amend, modify or change in any manner any term or condition of any
Indebtedness referred to in Section 5.06(a)(ii), (iii), (iv) or
(vi).

     

    
      
        
        

      

      
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    (r)           Investments.  Make,
acquire or hold any Investment other than:

     

    (i)           (A)
Investments by Chemtura and its Subsidiaries in their Subsidiaries outstanding
on the date hereof, (B) additional Investments by Chemtura and its Subsidiaries
in Subsidiaries that are “Subsidiary Guarantors”, as such term is defined in the
Senior Credit Facility, (C) additional Investments by Subsidiaries of Chemtura
that are not “Loan Parties” in other Subsidiaries that are not “Subsidiary
Guarantors”, as such terms are defined in the Senior Credit Facility, and (D)
additional Investments by the “Loan Parties” in wholly-owned Subsidiaries that
are not “Loan Parties”, as such term is defined in the Senior Credit Facility,
in amounts which, when aggregated with amounts invested since December 31, 2008,
do not exceed $75,000,000;

     

    (ii)           loans
and advances to employees in the ordinary course of the business of Chemtura and
its Subsidiaries as presently conducted in an aggregate principal amount not to
exceed $1,000,000 at any time outstanding;

     

    (iii)          Investments
listed on Schedule X hereto and Investments in Marketable
Securities;

     

    (iv)          Investments
consisting of intercompany Indebtedness;

     

    (v)           Investments
received in settlement of claims against another Person in connection with a
bankruptcy proceeding against such Person;

     

    (vi)          the
purchase or other acquisition of all of the equity interests in any Person that,
upon the consummation thereof, will be a wholly-owned Subsidiary of Chemtura or
one or more of its wholly-owned Subsidiaries (including, without limitation, as
a result of a merger or consolidation) and the purchase or other acquisition by
Chemtura or one or more of its wholly-owned Subsidiaries of all or substantially
all of the property and assets of any Person; provided that, with
respect to each purchase or other acquisition made pursuant to this clause
(vi):

     

    
      
        
        

      

      
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    (A)           the
lines of business of the Person to be (or the property and assets of which are
to be) so purchased or otherwise acquired shall be substantially the same lines
of business as one or more of the principal businesses of Chemtura and its
Subsidiaries in the ordinary course or complimentary to such lines of
business;

     

    (B)           the
total cash consideration (including, without limitation, earnouts and other
contingent payment obligations to, and the aggregate amounts paid or to be paid
under noncompete, consulting and other affiliated agreements with, the sellers
of such Person or assets and all assumptions of debt, liabilities and other
obligations in connection therewith) paid by or on behalf of Chemtura and its
Subsidiaries for any such purchase or other acquisition, when aggregated with
the total cash consideration paid by or on behalf of Chemtura and its
Subsidiaries for all other similar purchases and acquisitions made by Chemtura
and its Subsidiaries since December 31, 2008, shall not exceed
$10,000,000;

     

    (C)           (1)
immediately before and immediately after giving effect to any such purchase or
other acquisition, no Event of Termination or Potential Event of Termination
shall have occurred and be continuing and (2) immediately after giving effect to
such purchase or other acquisition, Chemtura and its Subsidiaries shall be in
pro forma compliance with all of the covenants set forth in Section 5.07, such
compliance to be determined on the basis of financial statements of such Person
or assets as though such purchase or other acquisition had been consummated as
of the first day of the fiscal period covered thereby; and

     

    (D)           Chemtura
shall have delivered to the Agent, on behalf of the Purchasers, at least five
Business Days prior to the date on which any such purchase or other acquisition
is to be consummated, a certificate of the chief financial officer, controller
or treasurer of Chemtura, in form and substance reasonably satisfactory to the
Agent, certifying that all of the requirements set forth in this clause (vi)
have been satisfied or will be satisfied on or prior to the consummation of such
purchase or other acquisition;

     

    (vii)         Investments
by Chemtura and its Subsidiaries which are not otherwise permitted under this
Section 5.06(r) in an amount which, when aggregated with all other such
Investments made after December 31, 2008, does not exceed $10,000,000; provided that, with
respect to each Investment made after the date hereof pursuant to this clause
(vii):

     

    (A)           such
Investment shall be in property and assets which are part of, or in lines of
business that are, substantially the same lines of business as one or more of
the principal businesses of Chemtura and its Subsidiaries in the ordinary course
or complimentary lines of business;

     

    
      
        
        

      

      
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    (B)           any
determination of the amount of such Investment shall include all cash
consideration (including, without limitation, earnouts and other contingent
payment obligations to, and the aggregate amounts paid or to be paid under
noncompete, consulting and other affiliated agreements with, the sellers of such
investment and all assumptions of debt, liabilities and other obligations in
connection therewith) paid by or on behalf of Chemtura and its Subsidiaries in
connection with such Investment; and

     

    (C)           (1)
immediately before and immediately after giving effect to any such purchase or
other acquisition, no Event of Termination or Potential Event of Termination
shall have occurred and be continuing and (2) immediately after giving effect to
such purchase or other acquisition, Chemtura and its Subsidiaries shall be in
pro forma compliance with all of the covenants set forth in Section 5.07, such
compliance to be determined on the basis of financial statements for such
Investment as though such Investment had been consummated as of the first day of
the fiscal period covered thereby; and

     

    (viii)        Investments
otherwise permitted under the Transaction Documents; and

     

    (ix)           Investments
in joint ventures to which Chemtura or a Subsidiary of Chemtura is party, in an
aggregate amount not to exceed $10,000,000 per calendar year.

     

    (s)           Sales, Etc. of
Assets.  Sell, lease, transfer or otherwise dispose of, or
permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of,
any assets, or grant any option or other right to purchase, lease or otherwise
acquire any assets (unless such option is conditioned upon approval of the
Required Purchasers or termination of this Agreement), except (i) sales of
inventory in the ordinary course of its business, (ii) in a transaction
authorized by Section 5.06(c), (iii) in transactions between or among Chemtura
and its wholly-owned Subsidiaries, (iv) dispositions of obsolete or worn-out
tools, equipment or other property no longer used or useful in business and
sales of intellectual property determined to be uneconomical, negligible or
obsolete, (v) licenses and sub-licenses of intellectual property incurred in the
ordinary course of business, (vi) dispositions of Marketable Securities, (vii)
leases of real property and (viii) sales of assets for fair value in an
aggregate amount not to exceed $25,000,000 in any year, provided that in the
case of the sale of any asset in a single transaction or a series of related
transactions pursuant to this clause (viii) in an aggregate amount exceeding
$10,000,000, the fair value of such asset shall have been determined in good
faith by the Board of Directors of Chemtura.

     

    (t)           Changes to Material
Agreements.  Agree or consent to, or otherwise become bound by
or subject to, any amendment or other modification to the Senior Credit
Agreement or other material agreement or obligation binding upon the Servicer or
any Subsidiary, if such amendment or other modification could reasonably be
expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    SECTION 5.07    Financial Covenants of the
Servicer.

     

    Until the
later of the Termination Date and the date upon which no Capital shall be
outstanding and no Yield, fees or other amounts remain unpaid under this
Agreement, the Servicer shall:

     

    (a)           Maintain,
as of any date, a ratio of Covenant Debt of Chemtura and its Subsidiaries at
such date to Consolidated EBITDA of Chemtura and its Subsidiaries for the most
recently completed four consecutive fiscal quarters of not greater than the
higher of (i) the ratio set forth for such period in Section 5.03(a) of the
Senior Credit Agreement and (ii) 3.00:1.00; provided, however, that the
Servicer shall not be required to maintain any such ratio for so long as a
waiver is in effect with respect to Section 5.03(a) of the Senior Credit
Agreement.

     

    (b)           Maintain
a ratio of Consolidated EBITDA of Chemtura and its Subsidiaries to Interest
Expense of Chemtura and its Subsidiaries, in each case for the period of four
consecutive financial quarters most recently ended of not less than the lower of
(i) the ratio set forth for such period in Section 5.03(b) of the Senior Credit
Agreement and (ii) 4.50:1.00; provided, however, that the
Servicer shall not be required to maintain any such ratio for so long as a
waiver is in effect with respect to Section 5.03(b) of the Senior Credit
Agreement.

     

    (c)           For
each fiscal year of Chemtura, the Capital Expenditures of Chemtura and its
Consolidated Subsidiaries shall not exceed the applicable Limit Amount set forth
in the table below, plus 75% of the amount, if any, by which their Capital
Expenditures for the immediately preceding fiscal year only is less than the
Limit Amount for such immediately preceding fiscal year set forth
below:

    


    
      
        
          
            	
                    
                      Fiscal
      Year

                    

                  	 	
                    
                      Limit
      Amount

                    

                  	 
	
                    2009

                  	 	$	75,000,000	 
	 	 	 	 	 
	
                    2010

                  	 	$	120,000,000	 
	 	 	 	 	 
	
                    2011

                  	 	$	140,000,000	 


          

        

      

    

     

    ARTICLE VI


     

    ADMINISTRATION
AND COLLECTION

     

    SECTION 6.01    Designation of
Servicer.

     

    (a)           The
Pool Receivables shall be serviced, administered and collected by the Person
(the “Servicer”) designated
to do so from time to time in accordance with this
Section 6.01.  Until the Agent designates a new Servicer upon the
occurrence and continuance of an Event of Termination, Chemtura is hereby
designated as, and hereby agrees to perform the duties and obligations of, the
Servicer pursuant to the terms hereof.

     

    
      
        
        

      

      
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    (b)           The
Servicer may subcontract with each Originator to service, administer or collect
the Pool Receivables that any Originator creates, and may, with the prior
consent of the Agent, subcontract with any other Person to service, administer
or collect the Pool Receivables, provided that such
other Originator or other Person with whom the Servicer so subcontracts shall
not become the Servicer hereunder and the Servicer shall remain liable for the
performance of the duties and obligations of the Servicer pursuant to the terms
hereof.

     

    (c)           The
Agent may at any time when an Event of Termination has occurred and is
continuing designate as Servicer any Person (including itself) to succeed
Chemtura, or any successor Servicer, if such Person (other than itself) shall
agree in writing to perform the duties and obligations of the Servicer pursuant
to the terms hereof.

     

    SECTION 6.02    Duties of
Servicer.

     

    (a)           The
Servicer shall take or cause to be taken all such commercially reasonable
actions as may be necessary or advisable to collect each Pool Receivable from
time to time, all in accordance with applicable laws, rules and regulations,
with reasonable care and diligence, and in accordance with the Credit and
Collection Policy.  Each of the Seller, the Purchasers and the Agent
hereby appoints as its agent the Servicer, from time to time designated pursuant
to Section 6.01, to enforce its respective rights and interests in and
under the Pool Receivables, the Related Security and the related
Contracts.

     

    (b)           If
no Event of Termination or Potential Event of Termination shall have occurred
and be continuing, the Servicer may, in accordance with the Credit and
Collection Policy, (i) extend the maturity or adjust the Outstanding
Balance of any Receivable as the Servicer may determine to be appropriate to
maximize Collections thereof, (ii) extend the term of any Contract and
(iii) adjust any other terms and conditions of any Contract if, but only if
(in the case of this clause (iii)), the Servicer gives at least
2 Business Days’ prior written notice of such adjustments to the Agent and
the Agent agrees in writing to such adjustments.

     

    (c)           The
Servicer shall administer the Collections in accordance with the procedures
described herein and in Section 2.09.  The Servicer shall as soon
as practicable following receipt, turn over to the Seller (or its designee) any
cash collections or other cash proceeds received with respect to Receivables not
constituting Pool Receivables.

     

    (d)           The
Servicer shall hold in trust for the Seller and each Purchaser, in accordance
with their respective interests, all Records that evidence or relate to the Pool
Receivables.  The Servicer shall, upon the occurrence and during the
continuance of any Event of Termination, and at the request of the Agent,
provide to the Agent the Records with respect to the Pool
Receivables.

     

    (e)           The
Servicer shall, from time to time at the request of the Agent, furnish to the
Agent (promptly after any such request) a calculation of the amounts set aside
for each Purchaser pursuant to Section 2.07 or 2.08.

     

    
      
        
        

      

      
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    SECTION 6.03    Rights of the
Agent.

     

    (a)           Upon
the occurrence of an Event of Termination, the Seller automatically transfers to
the Agent the exclusive ownership, dominion and control of the Lock-Box Accounts
and Deposit Accounts to which the Obligors of Pool Receivables shall make
payments, and shall take any further action that the Agent may reasonably
request to effect such transfer.  Further, the Agent may notify at any
time and at the Seller’s expense the Obligors of Pool Receivables, or any of
them, of the ownership of Receivable Interests by the Purchasers.

     

    (b)           At
any time upon the occurrence and during the continuance of an Event of
Termination:

     

    (i)           The
Agent may direct the Obligors of Pool Receivables, or any of them, to make
payment of all amounts due or to become due to the Seller under any Pool
Receivable directly to the Agent or its designee.

     

    (ii)           The
Seller and the Servicer each shall, at the Agent’s request and at the Seller’s
and the Servicer’s expense, give notice of such ownership to such Obligors and
direct them to make such payments directly to the Agent or its
designee.

     

    (iii)           The
Seller and the Servicer each shall, at the Agent’s request, (A) assemble
all of the Records which evidence or relate to the Pool Receivables, and the
related Contracts and Related Security, or which are otherwise necessary or
desirable to collect the Pool Receivables, and shall make the same available to
the Agent at a place reasonably selected by the Agent or its designee, and
(B) segregate all cash, checks and other instruments received by it from
time to time constituting Collections or other proceeds of Pool Receivables in a
manner reasonably acceptable to the Agent and shall, promptly upon receipt,
remit all such cash, checks and instruments, duly endorsed or with duly executed
instruments of transfer, to the Agent or its designee.

     

    (iv)           The
Agent may take any and all commercially reasonable steps in the Seller’s or the
Servicer’s name and on behalf of the Seller and the Purchasers necessary or
desirable, in the determination of the Agent, to collect all amounts due under
any and all Pool Receivables, including, without limitation, endorsing the
Seller’s, or the Servicer’s name on checks and other instruments representing
Collections or other proceeds of Pool Receivables, enforcing such Pool
Receivables and the related Contracts, and adjusting, settling or compromising
the amount or payment thereof, in the same manner and to the same extent as the
Seller or the Servicer might have done.

     

    SECTION 6.04    Responsibilities of the
Seller.

     

    Anything
herein to the contrary notwithstanding:

     

    (a)           The
Seller and the Servicer each shall perform all of its obligations under the
Contracts related to the Pool Receivables to the same extent as if Receivable
Interests had not been sold hereunder and the exercise by the Agent of its
rights hereunder shall not release the Seller or the Servicer from such
obligations or its obligations with respect to Pool Receivables or under the
related Contracts; and

     

    
      
        
        

      

      
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    (b)           Neither
the Agent nor the Purchasers shall have any obligation or liability with respect
to any Pool Receivables or related Contracts, nor shall any of them be obligated
to perform any of the obligations of the Seller or any Originator
thereunder.

     

    SECTION 6.05    Further Action Evidencing
Purchases.

     

    (a)           The
Seller and the Servicer each agrees that from time to time, at its expense, it
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary, or that the Agent may reasonably
request, in order to perfect, protect or more fully evidence the Receivable
Interests purchased by the Purchasers hereunder, or to enable any of them or the
Agent to exercise and enforce any of their respective rights and remedies
hereunder.  Without limiting the generality of the foregoing, the
Seller and the Servicer each will upon the request of the Agent, in order to
perfect, protect or evidence such Receivable Interests:  (i) file
or cause to be filed such financing or continuation statements, or amendments
thereto or assignments thereof, and such other instruments or notices, as may be
necessary, or as the Agent may reasonably request; (ii) mark conspicuously
each invoice evidencing each Pool Receivable and the related Contract with a
legend, acceptable to the Agent, evidencing that such Receivable Interests have
been sold in accordance with this Agreement; and (iii) mark its master data
processing records evidencing such Pool Receivables and related Contracts with
such legend.

     

    (b)           The
Seller hereby authorizes the Agent to file one or more financing or continuation
statements, and amendments thereto and assignments thereof, relating to all or
any of the Contracts, or Pool Receivables and the Related Security and
Collections with respect thereto, now existing or hereafter arising, without the
signature of the Seller where permitted by law.  A photocopy or other
reproduction of this Agreement or any financing statement covering all or any of
the Contracts, or Pool Receivables and the Related Security and Collections with
respect thereto shall be sufficient as a financing statement where permitted by
law.

     

    (c)           If
the Servicer or the Seller fails to perform any agreement contained herein, then
after notice to the Servicer or the Seller, as applicable, the Agent may itself
perform, or cause performance of, such agreement, and the reasonable costs and
expenses of the Agent incurred in connection therewith shall be payable by the
Seller under Section 10.01 or Section 11.05, as
applicable.

     

    SECTION 6.06    Indemnities of
Chemtura.

     

    Without
limiting any other rights that any Indemnified Party may have hereunder or under
applicable law, and whether or not any of the transactions contemplated hereby
are consummated, the Servicer hereby agrees to indemnify each Indemnified Party
from and against, and hold each thereof harmless from, any and all claims,
losses, liabilities, costs and expenses of any kind whatsoever (including,
without limitation, reasonable attorneys’ fees and expenses) (all of the
foregoing being collectively referred to as “Indemnified Amounts”)
arising out of, or resulting from, in whole or in part, one or more of the
following:  (a) this Agreement or any other Transaction Document
or any other agreement or document delivered or to be delivered in connection
with this Agreement; (b) the use of proceeds of any Purchase or
reinvestment; (c) the interest of any Purchaser in any Receivable, any
Contract or any Related Security; or (d) any transaction contemplated by
this Agreement or any other Transaction Document or any other agreement or
document delivered or to be delivered in connection with this Agreement;
excluding, however, Indemnified Amounts to the extent resulting from
(x) the gross negligence or willful misconduct on the part of such
Indemnified Party or, (y) the failure to collect amounts in respect of a
Pool Receivable, to the extent such failure results from a discharge of the
Obligor with respect thereto in a proceeding in respect of such Obligor under
applicable bankruptcy laws or otherwise results from the Obligor’s financial
inability to pay such amounts.  Without limiting or being limited by
the foregoing and whether or not any of the transactions contemplated hereby are
consummated, the Servicer shall pay on demand to each Indemnified Party any and
all amounts necessary to indemnify such Indemnified Party from and against any
and all Indemnified Amounts which relate to or result from, or which would not
have occurred but for, one or more of the following:

     

    
      
        
        

      

      
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    (i)           
any Receivable becoming a Pool Receivable which is not at the date of the
initial creation of an interest therein hereunder an Eligible
Receivable;

     

    (ii)           any
representation or warranty or statement made or deemed made by the Servicer (or
any of its officers) under or in connection with this Agreement or any other
Transaction Document or any Seller Report or Receivables Report or other
document delivered or to be delivered in connection herewith or with any other
Transaction Document being incorrect in any material respect when made or deemed
made or delivered;

     

    (iii)          the
failure by the Servicer to comply with any applicable law, rule or regulation
with respect to any Pool Receivable or the related Contract or any Related
Security with respect thereto; or the failure of any Pool Receivable or the
related Contract or any Related Security with respect thereto to conform to any
such applicable law, rule or regulation;

     

    (iv)          the
failure to vest in the Purchaser of a Receivable Interest a first priority
perfected undivided percentage ownership interest, to the extent of such
Receivable Interest, in each Receivable in, or purported to be in, the
Receivables Pool and the Related Security and Collections in respect thereof,
free and clear of any Lien; or the failure of the Seller to have obtained a
first priority perfected ownership interest in the Pool Receivables and the
Related Security and Collections with respect thereto transferred or purported
to be transferred to the Seller under the Receivables Sale Agreement, free and
clear of any Lien;

     

    (v)           the
failure of the Servicer to have filed, or any delay by the Servicer in filing,
financing statements or other similar instruments or documents under the UCC of
any applicable jurisdiction or other applicable laws with respect to any
Receivable in, or purported to be in, the Receivables Pool and the Related
Security and Collections in respect thereof, whether at the time of any Purchase
or reinvestment or at any subsequent time unless such failure results directly
and solely from the Agent’s failure to take appropriate action;

     

    
      
        
        

      

      
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    (vi)          any
dispute, claim, offset or defense (other than discharge in bankruptcy of the
Obligor) of any Obligor to the payment of any Receivable in, or purported to be
in, the Receivables Pool (including, without limitation, any defense based on
the fact or allegation that such Receivable or the related Contract is not a
legal, valid and binding obligation of such Obligor enforceable against it in
accordance with its terms), or any other claim resulting from the sale of the
goods or services related to such Receivable or the furnishing or failure to
furnish such goods or services;

     

    (vii)         any
failure of the Servicer to perform its duties or obligations in accordance with
the provisions of this Agreement or any other Transaction Document or to perform
its duties or obligations under any Contract;

     

    (viii)        any
product liability, personal injury, copyright infringement, theft of services,
property damage, or other breach of contract, antitrust, unfair trade practices
or tortious claim arising out of or in connection with the subject matter of any
Contract or out of or in connection with any transaction contemplated by this
Agreement, any other Transaction Document or any other instrument or document
furnished pursuant hereto or such Contract;

     

    (ix)          
the commingling by the Servicer of Collections of Pool Receivables at any time
with other funds;

     

    (x)           any
action or omission by the Servicer, reducing or impairing the rights of any
Purchaser of a Receivable Interest under this Agreement, any other Transaction
Document or any other instrument or document furnished pursuant hereto or
thereto or with respect to any Pool Receivable;

     

    (xi)          any
cancellation or modification of a Pool Receivable, the related Contract or any
Related Security by the Servicer, whether by written agreement, verbal
agreement, acquiescence or otherwise, except as permitted under this
Agreement;

     

    (xii)           any
investigation, litigation or proceeding related to or arising from this
Agreement, any other Transaction Document or any other instrument or document
furnished pursuant hereto or thereto, or any transaction contemplated by this
Agreement or any Contract or the use of proceeds from any Purchase or
reinvestment pursuant to this Agreement, or the ownership of, or other interest
in, any Receivable, the related Contract or Related Security;

     

    (xiii)        
the existence of any Lien against or with respect to any Pool Receivable, the
related Contract or the Related Security or Collections with respect
thereto;

     

    (xiv)         any
failure by the Servicer to pay when due any taxes, including without limitation
sales, excise or personal property taxes, payable by the Servicer in connection
with any Receivable or the related Contract or any Related Security with respect
thereto;

     

    (xv)         any
claim brought by any Person other than an Indemnified Party arising from any
activity of the Servicer in servicing, administering or collecting any Pool
Receivable;

     

    
      
        
        

      

      
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    (xvi)        any
failure by any Lock-Box Bank to comply with the terms of the Lock-Box Agreement
to which it is a party or any failure by a Deposit Bank to comply with the terms
of the Account Control Agreement to which it is party; or

     

    (xvii)       to
the extent not covered by the foregoing clauses, the occurrence and continuance
of any Event of Termination other than an Event of Termination arising under
Section 7.01(f) resulting from an act or omission of the Servicer.

     

    SECTION 6.07    Undertaking.  To
the extent that Chemtura is not the Servicer, Chemtura undertakes and agrees
that (a) its obligations under this Section 6.06 will be paid and performed
strictly in accordance with the terms hereof, and are independent of the
obligations of the Servicer hereunder and (b) it will make the representations
and warranties set forth in Section 4.02 as if it were the Servicer at such
times as the Servicer is required to make such representations and warranties
and (c) it will be bound by the covenants set forth in Section 5.04, 5.05, 5.06
and 5.07 hereunder as if it were the Servicer.

    


    ARTICLE VII


     

    EVENTS
OF TERMINATION

     

    SECTION 7.01    Events of
Termination.

     

    If any of
the following events (“Events of
Termination”) shall occur and be continuing:

     

    (a)           The
Seller or the Servicer shall fail to make any payment or deposit to be made by
it hereunder when the same becomes due and payable and, in the case of payments
not constituting the return of Capital or the payment of Yield, such failure
shall continue for a period of at least three consecutive Business Days;
or

     

    (b)           Any
representation or warranty made by any Transaction Party herein or by any
Transaction Party (or any of its officers) in connection with this Agreement or
any other Transaction Document or in any Seller Report, or Receivables Report or
any other written report, certificate or information delivered by or on behalf
of the Seller or any Originator or the Servicer (or any of their respective
officers) pursuant hereto or thereto, shall prove to have been incorrect in any
material respect when made; or

     

    (c)           (i)  The
Seller or the Servicer shall fail to perform or observe any term, covenant or
agreement contained in Section 5.01(b), 5.01(g) 5.01(j), 5.01(k), 5.02,
5.03, 5.04(g), 5.04(j), 5.05 or 5.06 of this Agreement if such failure shall
remain unremedied for five Business Days after written notice thereof shall have
been given to the Seller or the Servicer by the Agent or any Purchaser,
(ii) any Originator shall fail to perform or observe any term, covenant or
agreement contained in Section 4.01(c), 4.01(f), 4.01(h) 4.01(i),
4.01(j) or 4.02 of the Receivables Sale Agreement if such failure shall
remain unremedied for five Business Days after written notice thereof shall have
been given to such Originator by the Agent or any Purchaser; or (iii) any
Transaction Party shall fail to perform or observe any other term, covenant or
agreement contained in any Transaction Document on its part to be performed or
observed if such failure shall remain unremedied for fifteen Business Days
after written notice thereof shall have been given to the Seller by the Agent or
any Purchaser; or

     

    
      
        
        

      

      
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    (d)           Any
Transaction Party or any Subsidiary of a Transaction Party shall fail to pay any
principal of or premium or interest on any Indebtedness that is outstanding in a
principal or notional amount of at least $25,000,000 in the aggregate of such
Transaction Party or such Subsidiary (as the case may be), when the same becomes
due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness; or any other event shall occur or condition shall
exist under any agreement or instrument relating to any such Indebtedness and
shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Indebtedness;
or any such Indebtedness shall be declared to be due and payable, or required to
be prepaid or redeemed (other than by a regularly scheduled required prepayment
or redemption), purchased or defeased, or an offer to prepay, redeem, purchase
or defease such Indebtedness shall be required to be made (other than
prepayments on customary terms in connection with sales of assets), in each case
prior to the stated maturity thereof;

     

    (e)           Any
Purchase or reinvestment pursuant to Section 2.07 shall for any reason
(other than pursuant to the terms hereof) cease to create, or any Receivable
Interest shall for any reason cease to be, a valid and perfected first priority
undivided percentage ownership interest or security interest to the extent of
the pertinent Receivable Interest in each applicable Pool Receivable and the
Related Security and Collections with respect thereto or the Certificate shall
for any reason cease to evidence in the Purchasers of such Receivable Interest
legal and equitable title to, and ownership of, an undivided percentage
ownership interest in Pool Receivables and Related Security and Collections to
the extent of such Receivable Interest; or

     

    (f)           Any
Transaction Party or any Subsidiary of a Transaction Party shall generally not
pay its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit
of creditors; or any proceeding shall be instituted by or against a Transaction
Party or any Subsidiary of a Transaction Party seeking to adjudicate it bankrupt
or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part
of its property and, in the case of any such proceeding instituted against it
(but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or any of the actions sought in such
proceeding (including, without limitation, the entry of an order for relief
against, or the appointment of a receiver, trustee, custodian or other similar
official for, it or for any substantial part of its property) shall occur; or
any Transaction Party or any Subsidiary of a Transaction Party shall take any
corporate action to authorize any of the actions set forth above in this
subsection (f);

     

    
      
        
        

      

      
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    (g)           Chemtura
or any of its ERISA Affiliates shall incur, or shall be reasonably likely to
incur liability in excess of $25,000,000 in the aggregate as a result of one or
more of the following: (i) the occurrence of any ERISA Event; (ii) the partial
or complete withdrawal of Chemtura or any of its ERISA Affiliates from a
Multiemployer Plan; or (iii) the reorganization or termination of a
Multiemployer Plan;

     

    (h)           The
Net Receivables Pool Balance shall be less than the Required Net Receivables
Pool Balance for a period of one Business Day or more; or

     

    (i)           
Since December 31, 2007, there shall have been any Material Adverse Change;
or

     

    (j)           
Any provision of any Transaction Document shall for any reason cease to be a
legal, valid and binding obligation of each Transaction Party thereto, or any
Transaction Party shall so state in writing; or

     

    (k)           A
Change of Control shall occur; or

     

    (l)           The
Constituent Documents of the Seller shall be amended, supplemented or otherwise
modified without consent of the Agent; or

     

    (m)           Judgments
or orders for the payment of money in excess of $25,000,000 in the aggregate
shall be rendered against any Transaction Party or any Subsidiary of a
Transaction Party and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order and not been stayed or
(ii) there shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; provided, however, that any
such judgment or order shall not be an Event of Termination under this Section
7.01(m) if and for so long as (A) the amount of such judgment or order is
covered by a valid and binding policy of insurance between the defendant and the
insurer covering payment thereof and (B) such insurer, which shall be rated at
least “A” by A.M. Best Company, has been notified of, and has not disputed in
writing the claim made for payment of, the amount of such judgment or
order;

     

    then, and
in any such event, the Agent shall, at the request, or may with the consent, of
the Required Purchasers, by notice to the Seller and the Servicer declare the
Termination Date to have occurred, whereupon the Termination Date shall
forthwith occur; provided, that,
automatically upon the occurrence of any event (without any requirement for the
passage of time or the giving of notice, or both) described in
subsection (f) of this Section 7.01, the Termination Date shall occur,
and the Agent may replace the Servicer pursuant to
Section 6.01.  Upon any such occurrence of the Termination Date,
the Agent and each Purchaser shall have, in addition to all other rights and
remedies under this Agreement or otherwise, all other rights and remedies
provided under Article 9 of the UCC and all other applicable laws, which rights
shall be cumulative.

     

    
      
        
        

      

      
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    ARTICLE VIII

     

    THE
AGENT

     

    SECTION 8.01    Authorization and
Action.

     

    (a)           Each
Purchaser hereby appoints CUSA as the Agent hereunder and each Purchaser
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Transaction Documents as are
delegated to the Agent under such agreements and to exercise such powers as are
reasonably incidental thereto.  Without limiting the foregoing, each
Purchaser hereby authorizes the Agent to execute and deliver, and to perform its
obligations under, each of the Transaction Documents to which the Agent is a
party, to exercise all rights, powers and remedies that the Agent may have under
such Transaction Documents and under Article 9 of the UCC and all other
applicable laws.

     

    (b)           As
to any matters not expressly provided for by this Agreement and the other
Transaction Documents (including enforcement or collection), the Agent shall not
be required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Purchasers, and
such instructions shall be binding upon all Purchasers; provided, however, that the
Agent shall not be required to take any action that (i) the Agent in good
faith believes exposes it to personal liability unless the Agent receives an
indemnification satisfactory to it from the Purchasers with respect to such
action or (ii) is contrary to this Agreement or applicable
law.  The Agent agrees to give to each Purchaser prompt notice of each
notice given to it by any Transaction Party pursuant to the terms of this
Agreement or the other Transaction Documents.

     

    (c)           In
performing its functions and duties hereunder and under the other Transaction
Documents, the Agent is acting solely on behalf of the Purchasers and its duties
are entirely administrative in nature.  The Agent does not assume and
shall not be deemed to have assumed any obligation other than as expressly set
forth herein and in the other Transaction Documents or any other relationship as
the agent, fiduciary or trustee of or for any Purchaser or holder of any other
obligation under any Transaction Document.  The Agent may perform any
of its duties under any Transaction Document by or through its agents or
employees.

     

    SECTION 8.02    Agent’s Reliance,
Etc.


     

    Neither
the Agent nor any of its directors, officers, agents or employees shall be
liable for any action taken or omitted to be taken by it or them as Agent under
or in connection with this Agreement or any other Transaction Document or any
other instrument or document delivered pursuant hereto (including, without
limitation, the Agent’s servicing, administering or collecting Pool Receivables
as Servicer pursuant to Section 6.01), except for its or their own gross
negligence or willful misconduct.  Without limiting the generality of
the foregoing, except as otherwise agreed by the Agent and any Purchaser, the
Agent:  (i) may consult with legal counsel (including counsel for
the Seller, the Servicer or any Originator), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (ii) makes no warranty or representation
to any Purchaser and shall not be responsible to any Purchaser for any
statements, warranties or representations (whether written or oral) made in or
in connection with this Agreement or any other Transaction Document or any other
instrument or document delivered pursuant hereto; (iii) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement or any other Transaction
Document or any other instrument or document delivered pursuant hereto on the
part of the Seller or any Originator or to inspect the property (including the
books and records) of the Seller or any Originator; (iv) shall not be
responsible to any Purchaser for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
Transaction Document or any other instrument or document furnished pursuant
hereto, or the perfection, priority or value of any ownership interest or
security interest created or purported to be created hereunder or under the
Receivables Sale Agreement; and (v) shall incur no liability under or in
respect of this Agreement or any other Transaction Document or any other
instrument or document delivered pursuant hereto by acting upon any notice
(including notice by telephone), consent, certificate or other instrument or
writing (which may be by telecopier, telegram, cable or telex) reasonably
believed by it to be genuine and signed or sent by the proper party or
parties.

     

    
      
        
        

      

      
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    SECTION 8.03    CUSA and
Affiliates.

     

    With
respect to any Capital or any Receivable Interest owned by it, CUSA shall have
the same rights and powers under this Agreement as any other Purchaser and may
exercise the same as though it were not the Agent.  CUSA and its
Affiliates may generally engage in any kind of business with the Seller or any
Originator or any Obligor, any of their respective Affiliates and any Person who
may do business with or own securities of the Seller or any Originator or any
Obligor or any of their respective Affiliates, all as if CUSA were not the Agent
and without any duty to account therefor to the Purchasers.

     

    SECTION 8.04    Purchase
Decisions.

     

    Each
Purchaser acknowledges that it has, independently and without reliance upon the
Agent or any of its Affiliates or any other Purchaser and based on such
documents and information as it has deemed appropriate, made its own evaluation
and decision to enter into this Agreement and to purchase undivided ownership
interests in Pool Receivables hereunder.  Each Purchaser also
acknowledges that it shall, independently and without reliance upon the Agent,
any of its Affiliates or any other Purchaser and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
decisions in taking or not taking action under this Agreement.

     

    
      
        
        

      

      
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    SECTION 8.05   
Indemnification.

     

    The
Purchasers agree to indemnify the Agent (to the extent not promptly reimbursed
by the Seller, but without limiting the Seller's continuing obligation hereunder
to so reimburse the Agent), ratably according to their Ratable Portion from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against the
Agent in any way relating to or arising out of this Agreement or any other
Transaction Document or any other instrument or document furnished pursuant
hereto or any action taken or omitted by the Agent under this Agreement or any
other Transaction Document or any such instrument or document; provided that no
Purchaser shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent’s gross negligence or willful
misconduct.  Without limitation of the foregoing, the Purchasers agree
to reimburse the Agent, ratably according to their Ratable Portion, promptly
upon demand for any costs and expenses (including, without limitation,
reasonable fees and disbursements of counsel) payable by the Seller to the Agent
under Section 11.05, to the extent that the Agent is not promptly
reimbursed for such costs and expenses by the Seller.

     

    SECTION 8.06     Successor Agent.

     

    The Agent
may resign at any time by giving written notice thereof to the Purchasers and
the Seller.  Upon any such resignation, the Required Purchasers shall
have the right to appoint a successor Agent.  If no successor Agent
shall have been so appointed by the Required Purchasers, and shall have accepted
such appointment, within 30 days after the retiring Agent’s giving of
notice of resignation, then the retiring Agent may, on behalf of the Purchasers,
appoint a successor Agent, selected from among the Purchasers.  In
either case, such appointment shall be subject to the prior written approval of
the Seller (which approval may not be unreasonably withheld and shall not be
required upon the occurrence and during the continuance of an Event of
Termination).  Upon the acceptance of any appointment as Agent by a
successor Agent, such successor Agent shall succeed to, and become vested with,
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement and the other Transaction Documents.  Prior to any retiring
Agent’s resignation hereunder as Agent, the retiring Agent shall take such
action as may be reasonably necessary to assign to the successor Agent its
rights as Agent under the Transaction Documents.  After such
resignation, the retiring Agent shall continue to have the benefit of this
Article VIII as to any actions taken or omitted to be taken by it while it
was Agent under this Agreement and the other Transaction Documents.

     

    SECTION 8.07     Posting of Approved
Electronic Communications.

     

    (a)           Each
of the Purchasers, the Servicer and the Seller agree that the Agent may, but
shall not be obligated to, make the Approved Electronic Communications available
to the Purchasers by posting such Approved Electronic Communications on
IntralinksTM or a substantially similar electronic platform chosen by the Agent
to be its electronic transmission system (the “Approved Electronic
Platform”).

     

    (b)           Although
the Approved Electronic Platform and its primary web portal are secured with
generally-applicable security procedures and policies implemented or modified by
the Administrative Agent from time to time (including, as of the Closing Date, a
dual firewall and a User ID/Password Authorization System) and the Approved
Electronic Platform is secured through a single-user-per-deal authorization
method whereby each user may access the Approved Electronic Platform only on a
deal-by-deal basis, each of the Purchasers, the Servicer and the Seller
acknowledges and agrees that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution.  In consideration for the
convenience and other benefits afforded by such distribution and for the other
consideration provided hereunder, the receipt and sufficiency of which is hereby
acknowledged, each of the Purchasers, the Servicer and the Seller hereby
approves, and the Servicer shall cause each Originator to approve, distribution
of the Approved Electronic Communications through the Approved Electronic
Platform and understands and assumes the risks of such
distribution.


    
      
         


      

      
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    (c)           THE
APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM ARE
PROVIDED "AS IS" AND "AS AVAILABLE".  NONE OF THE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ADVISORS OR REPRESENTATIVES (THE "AGENT AFFILIATES") WARRANT THE ACCURACY,
ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS AND THE
APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS
OR OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED
ELECTRONIC PLATFORM.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS) IS MADE BY THE AGENT AFFILIATES IN
CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED
ELECTRONIC PLATFORM.

     

    (d)           Each
of the Purchasers, the Servicer and the Seller agree that the Agent may, but
(except as may be required by applicable law) shall not be obligated to, store
the Approved Electronic Communications on the Approved Electronic Platform in
accordance with the Agent's generally-applicable document retention procedures
and policies.

     

    ARTICLE IX

     

    ASSIGNMENT
OF RECEIVABLE INTERESTS

     

    SECTION 9.01     Purchaser’s Assignment of
Rights and Obligations.

     

    (a)           Each
Purchaser may assign to any Eligible Assignee all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and the Ratable Portion of the Receivable Interests
owned by it); provided, however, that
(i) each such assignment shall be a constant, and not a varying, percentage
of such Purchaser’s rights and obligations under this Agreement and the
Receivable Interests owned by it, (ii) in the case of any assignment by any
Purchaser that is not assigning pursuant thereto all of its right and
obligations under this Agreement, (A) the amount of the Commitment
(determined as of the date of the applicable Assignment and Acceptance) being
assigned pursuant to each such assignment shall be at least $5,000,000, or
(B) the aggregate amount of all Commitments (determined as of the date of
the applicable Assignments and Acceptances) being assigned by such Purchaser on
such date to two or more Eligible Assignees that are Affiliates of each other
shall be at least $5,000,000, (iii) each such assignment shall be to an
Eligible Assignee, (iv) the parties to each such assignment shall execute
and deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with a processing and recording fee of
$3,500, (v) the consent of the Agent shall first have been obtained for any
assignment to an Eligible Assignee that is not a Purchaser or any Affiliate or
Approved Fund of such Purchaser and (vi) unless an Event of Termination or
Potential Event of Termination has occurred and is continuing, the consent of
the Seller shall have first been obtained for any assignment to an Eligible
Assignee that is not a Purchaser or any Affiliate or Approved Fund of such
Purchaser, which such consent shall not be unreasonably withheld or
delayed.  Upon such execution, delivery and acceptance, from and after
the effective date specified in each Assignment and Acceptance, which effective
date shall be the later of (x) the date the Agent receives the executed
Assignment and Acceptance and (y) the date of such Assignment and
Acceptance, (1) the Assignee thereunder shall be a party hereto and shall
have all the rights and obligations of a Purchaser hereunder and under the
Certificate and (2) the assigning Purchaser shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
assignment and acceptance, relinquish its rights and be released from its
obligations under this Agreement and the Certificate.


    
      
         


      

      
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    (b)           In
the event that any Purchaser demands payment of costs or additional amounts
pursuant to Section 2.12(a), 2.13 or 2.14, or becomes a Defaulting Purchaser or
a Potential Defaulting Purchaser, then the Seller may, upon five days’ prior
written notice to such Purchaser and the Agent, elect to cause such Purchaser to
assign its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment and the Receivable Interests
owned by it) in full to one or more Persons selected by the Seller so long as
(i) each such Person satisfies the criteria of an Eligible Assignee and is
reasonably satisfactory to the Agent, (ii) such Purchaser receives payment in
full in cash of the outstanding principal amount of all amounts due and payable
to such Purchaser as of the date of such assignment and (iii) each such assignee
agrees to accept such assignment and to assume all obligations of such Purchaser
hereunder in accordance with this Section 9.01.

     

    (c)           By
executing and delivering an Assignment and Acceptance, the assigning Purchaser
and the Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows:  (i) other than as provided in such
Assignment and Acceptance, the assigning Purchaser makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
any other Transaction Document or any other instrument or document furnished
pursuant hereto or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Transaction
Document or any other instrument or document furnished pursuant hereto, or the
perfection, priority or value of any ownership interest or security interest
created or purported to be created hereunder or under the Receivables Sale
Agreement; (ii) the assigning Purchaser makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Seller, the Servicer or any Originator or the performance or observance by the
Seller, the Servicer or any Originator of any of their respective obligations
under this Agreement or any other Transaction Document or any other instrument
or document furnished pursuant hereto; (iii) such Assignee confirms that it
has received copies of this Agreement and the other Transaction Documents,
together with such other documents and information as it has deemed appropriate
to make its own analysis and decision to enter into such Assignment and
Acceptance; (iv) such Assignee will, independently and without reliance
upon the Agent, any of its Affiliates, the assigning Purchaser or any other
Purchaser and based on such documents and information as it shall deem
appropriate at the time, continue to make its own decisions in taking or not
taking action under this Agreement and the other Transaction Documents and the
other instruments and documents furnished pursuant hereto; (v) such
Assignee confirms that it is an Eligible Assignee; (vi) such Assignee
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under this Agreement and the other
Transaction Documents and the other instruments and documents furnished pursuant
hereto as are delegated to the Agent by the terms hereof and thereof, together
with such powers and discretion as are reasonably incidental thereto;
(vii) such Assignee appoints as its agent the Servicer from time to time
designated pursuant to Section 6.01 to enforce its respective rights and
interests in and under the Pool Receivables and the Related Security and
Collections with respect thereto and the related Contracts; and (viii) such
Assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Purchaser.


    
      
         


      

      
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    (d)           Upon
its receipt of an Assignment and Acceptance executed by any assigning Purchaser
and an assignee representing that it is an Eligible Assignee, the Agent shall,
if such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit A hereto, (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the Register, and
(iii) give prompt notice thereof to the Seller and the
Servicer.

     

    (e)           Notwithstanding
any other provision set forth in this Agreement, any Purchaser may at any time
create a security interest in all or any portion of its rights under this
Agreement (including, without limitation, its interest in any Receivable
Interest) in favor of any Federal Reserve Bank in accordance with Regulation A
of the Board of Governors of the Federal Reserve System.

     

    SECTION 9.02     The Register and the
Certificate.

     

    (a)           The
Agent shall maintain at its office referred to in Section 11.03 a copy of
each Assignment and Acceptance delivered to and accepted by it and a register
(the “Register”) for the
recordation of the names and addresses of the Purchasers and the Commitment and
Capital Investment of, and the Receivable Interest(s) owned by, each Purchaser,
from time to time, which Register shall be available for inspection by the
Seller at any reasonable time upon reasonable prior notice.  The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the parties hereto may treat each Person whose name is
recorded in the Register as a Purchaser hereunder for all purposes of this
Agreement.  No Receivable Interest, nor any Assignment and Acceptance,
shall be effective unless it is entered in the Register in due
course.

     

    (b)           The
Agent shall annotate the Certificate to reflect any assignments made pursuant to
Section 9.01 or otherwise.


    
      
         


      

      
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    SECTION 9.03    
Participations.

     

    Without the consent of, or
notice to, any party, each Purchaser may sell participations to one or
more Persons in or to all or a portion of its rights and obligations under the
Transaction Documents (including all its rights and obligations with respect to
Capital and Letters of Credit).  The terms of such participation shall
not, in any event, require the participant’s consent to any amendments, waivers
or other modifications of any provision of any Transaction Documents, the
consent to any departure by any Transaction Party therefrom, or to the
exercising or refraining from exercising any powers or rights such Purchaser may
have under or in respect of the Transaction Documents (including the right to
enforce the obligations of any Transaction Party), except if any such amendment,
waiver or other modification or consent would reduce the amount, or postpone any
date fixed for, any amount (whether of Capital, Yield or fees) payable to such
participant under the Transaction Documents, to which such participant would
otherwise be entitled under such participation.  In the event of the
sale of any participation by any Purchaser, (w) such Purchaser’s
obligations under the Transaction Documents shall remain unchanged,
(x) such Purchaser shall remain solely responsible to the other parties for
the performance of such obligations, (y) such Purchaser shall remain the
holder of such Capital for all purposes of this Agreement and (z) the
Seller, the Agent and the other Purchasers shall continue to deal solely and
directly with such Purchaser in connection with such Purchaser’s rights and
obligations under this Agreement.  Each participant shall be entitled
to the benefits of Sections 2.12(a), 2.13 and 2.14 as if it were a
Purchaser; provided, however, that
anything herein to the contrary notwithstanding, the Seller shall not, at any
time, be obligated to make under Sections 2.12(a), 2.13 and 2.14 to the
participants in the rights and obligations of any Purchaser (together with such
Purchaser) any payment in excess of the amount the Seller would have been
obligated to pay to such Purchaser in respect of such interest had such
participation not been sold.

     

    ARTICLE X

     

    INDEMNIFICATION
AND UNDERTAKINGS

     

    SECTION 10.01   Indemnities.

     

    Without
limiting any other rights that any Indemnified Party may have hereunder or under
applicable law, and whether or not any of the transactions contemplated hereby
are consummated, the Seller hereby agrees to indemnify each Indemnified Party
from and against, and hold each thereof harmless from, any and all claims,
losses, liabilities, costs and expenses of any kind whatsoever (including,
without limitation, reasonable attorneys’ fees and expenses) (all of the
foregoing being collectively referred to as “Indemnified Amounts”)
arising out of, or resulting from, in whole or in part, one or more of the
following:  (a) this Agreement or any other Transaction Document
or any other agreement or document delivered or to be delivered in connection
with this Agreement; (b) the use of proceeds of any Purchase or
reinvestment; (c) the interest of any Purchaser in any Receivable, any
Contract or any Related Security; or (d) any transaction contemplated by
this Agreement or any other Transaction Document or any other agreement or
document delivered or to be delivered in connection with this Agreement;
excluding, however, Indemnified Amounts to the extent resulting from
(x) the gross negligence or willful misconduct on the part of such
Indemnified Party or, (y) the failure to collect amounts in respect of a
Pool Receivable, to the extent such failure results from a discharge of the
Obligor with respect thereto in a proceeding in respect of such Obligor under
applicable bankruptcy laws or otherwise results from the Obligor’s financial
inability to pay such amounts.  Without limiting or being limited by
the foregoing and whether or not any of the transactions contemplated hereby are
consummated, the Seller shall pay on demand to each Indemnified Party any and
all amounts necessary to indemnify such Indemnified Party from and against any
and all Indemnified Amounts which relate to or result from, or which would not
have occurred but for, one or more of the following:


    
      
         


      

      
        99

        
          

        

      

      
         


      

    

     

    (i)           any
Receivable becoming a Pool Receivable which is not at the date of the initial
creation of an interest therein hereunder an Eligible Receivable;

     

    (ii)          any
representation or warranty or statement made or deemed made by the Seller (or
any of its officers) under or in connection with this Agreement or any other
Transaction Document or any Seller Report or Receivables Report or other
document delivered or to be delivered by it in connection herewith or with any
other Transaction Document being incorrect in any material respect when made or
deemed made or delivered;

     

    (iii)         the
failure by the Seller to comply with any applicable law, rule or regulation with
respect to any Pool Receivable or the related Contract or any Related Security
with respect thereto; or the failure of any Pool Receivable or the related
Contract or any Related Security with respect thereto to conform to any such
applicable law, rule or regulation;

     

    (iv)         the
failure to vest in the Purchaser of a Receivable Interest a first priority
perfected undivided percentage ownership interest, to the extent of such
Receivable Interest, in each Receivable in, or purported to be in, the
Receivables Pool and the Related Security and Collections in respect thereof,
free and clear of any Lien; or the failure of the Seller to have obtained a
first priority perfected ownership interest in the Pool Receivables and the
Related Security and Collections with respect thereto transferred or purported
to be transferred to the Seller under the Receivables Sale Agreement, free and
clear of any Lien;

     

    (v)          the
failure of the Seller to have filed, or any delay by the Seller in filing,
financing statements or other similar instruments or documents under the UCC of
any applicable jurisdiction or other applicable laws with respect to any
Receivable in, or purported to be in, the Receivables Pool and the Related
Security and Collections in respect thereof, whether at the time of any Purchase
or reinvestment or at any subsequent time unless such failure results directly
and solely from the Agent’s failure to take appropriate action;

     

    (vi)         any
dispute, claim, offset or defense (other than discharge in bankruptcy of the
Obligor) of any Obligor to the payment of any Receivable in, or purported to be
in, the Receivables Pool (including, without limitation, any defense based on
the fact or allegation that such Receivable or the related Contract is not a
legal, valid and binding obligation of such Obligor enforceable against it in
accordance with its terms), or any other claim resulting from the sale of the
goods or services related to such Receivable or the furnishing or failure to
furnish such goods or services;


    
      
         


      

      
        100

        
          

        

      

      
         


      

    

     

    (vii)        any
failure of the Seller to perform its duties or obligations in accordance with
the provisions of this Agreement or any other Transaction Document or to perform
its duties or obligations under any Contract;

     

    (viii)       any
product liability, personal injury, copyright infringement, theft of services,
property damage, or other breach of contract, antitrust, unfair trade practices
or tortious claim arising out of or in connection with the subject matter of any
Contract or out of or in connection with any transaction contemplated by this
Agreement, any other Transaction Document or any other instrument or document
furnished pursuant hereto or such Contract;

     

    (ix)          the
commingling by the Seller of Collections of Pool Receivables at any time with
other funds;

     

    (x)           any
action or omission by the Seller, reducing or impairing the rights of any
Purchaser of a Receivable Interest under this Agreement, any other Transaction
Document or any other instrument or document furnished pursuant hereto or
thereto or with respect to any Pool Receivable;

     

    (xi)          any
cancellation or modification of a Pool Receivable, the related Contract or any
Related Security by the Seller, whether by written agreement, verbal agreement,
acquiescence or otherwise, except as permitted under this
Agreement;

     

    (xii)         any
investigation, litigation or proceeding related to or arising from this
Agreement, any other Transaction Document or any other instrument or document
furnished pursuant hereto or thereto, or any transaction contemplated by this
Agreement or any Contract or the use of proceeds from any Purchase or
reinvestment pursuant to this Agreement, or the ownership of, or other interest
in, any Receivable, the related Contract or Related Security;

     

    (xiii)        the
existence of any Lien against or with respect to any Pool Receivable, the
related Contract or the Related Security or Collections with respect
thereto;

     

    (xiv)        any
failure by the Seller to pay when due any taxes, including without limitation
sales, excise or personal property taxes, payable by the Seller in connection
with any Receivable or the related Contract or any Related Security with respect
thereto;

     

    (xv)         any
claim brought by any Person other than an Indemnified Party arising from any
activity of the Seller in servicing, administering or collecting any Pool
Receivable;

     

    (xvi)        any
failure by any Lock-Box Bank to comply with the terms of the Lock-Box Agreement
to which it is a party or any failure by a Deposit Bank to comply with the terms
of the Account Control Agreement to which it is party; or

     

    (xvii)       to
the extent not covered by the foregoing clauses, the occurrence and continuance
of any Event of Termination other than an Event of Termination arising under
Section 7.01(f)

     

    
      
         


      

      
        101

        
          

        

      

      
         


      

    

     

    SECTION 10.02   Subrogation.  Chemtura
shall not exercise or assert any rights that it may now have or hereafter
acquire against the Servicer (to the extent Chemtura is not the Servicer), or
any of the other Originators that arise from the existence, payment, performance
or enforcement of Chemtura’s obligations under this Agreement or any other
Transaction Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification or any right to
participate in any claim or remedy of any Indemnified Party against such
Servicer or any of the other Originators or any asset or collateral, whether or
not such claim, remedy or right arises in equity or under contract, statute or
common law, including, without limitation, the right to take or receive from
such Servicer or any of the other Originators, directly or indirectly, in cash
or other property or by setoff or in any other manner, payment or security on
account of such claim, remedy or right, unless and until all amounts payable
under this Article X shall have been paid in full and all other amounts payable
to the Indemnified Parties under the Transaction Documents shall have been paid
in full.  If any amount shall be paid to Chemtura in violation of the
preceding sentence at any time prior to the later of (i) the payment in
full of all amounts payable under this Article X and all other amounts payable
to the Indemnified Parties under the Transaction Documents and (ii) the
Termination Date, such amount shall be held in trust for the benefit of the
Indemnified Parties and shall forthwith be paid to the Agent to be credited and
applied in accordance with the terms of the Transaction Documents or to be held
by the Agent as collateral security for any amounts payable under this Article X
thereafter arising.

    


    ARTICLE XI

     

    MISCELLANEOUS

     

    SECTION 11.01   Amendments,
Etc.

     

    No
amendment or waiver of any provision of this Agreement, and no consent to any
departure by the Seller or the Servicer therefrom, shall be effective unless in
a writing signed by the Agent and the Required Purchasers and, in the case of
any such amendment, the Seller and the Servicer and then such amendment, waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no
amendment, waiver or consent shall:

     

    (a)           without
the prior written consent of each Purchaser,

     

     (i)        
   amend the definition of “Reserve Percentage”, Section 2.04,
Section 2.08, Section 2.10(b), Section 2.15, or the proviso at the end of
Section 5.06(b) of this Agreement;

     

     (ii)           amend,
modify or waive any provision of this Agreement in any way which
would

     

     
(A)           reduce the
amount of a Capital Investment or Yield that is payable on account of any
Receivable Interest or delay any scheduled date for payment thereof or change
the order of application of Collections to the payment thereof,
or


    
      
         


      

      
        102

        
          

        

      

      
         


      

    

     

     
(B)           impair any
rights expressly granted to such Purchaser under this Agreement, or

     

     
(C)           reduce fees
payable by the Seller to or for the account of such Purchaser hereunder or delay
the dates on which such fees are payable, or

     

    (iii)       
   amend or waive the Event of Termination contained in Section
7.01(f) relating to the bankruptcy of any Transaction Party, or amend or waive
the Event of Termination contained in Section 7.01(h) relating to the Net
Receivables Pool Balance, or

     

    (iv)        
  change the percentage of Commitments, or the number of Purchasers or
Purchasers, which shall be required for the Purchasers or any of them to take
any action hereunder, or

     

    (v)          
 amend this Section 11.01, or

     

    (vi)          
extend the Commitment Termination Date, or

     

    (vii)       
  increase the amount of the Total Commitment.

     

    (b)          without
the consent of the Super Majority Purchasers, amend the definitions of “Eligible
Receivable”, “Net Receivables Pool Balance”, “Required Net Receivables Pool
Balance” or “Super Majority Purchasers”, “Required Purchasers”; or

     

    (c)          without
the consent of the applicable Purchaser, increase the Commitment of such
Purchaser, subject such Purchaser to any additional obligations, or decrease the
Receivable Interest of such Purchaser;

     

    provided, however, that
(x) no amendment, waiver or consent shall, unless in writing and signed by
the Agent in addition to the Purchasers required above to take such action,
affect the rights or duties of the Agent under this Agreement or the other
Transaction Documents, and (y) no amendment, waiver or consent shall,
unless in writing and signed by the Swing Purchaser in addition to the
Purchasers required above to take such action, affect the rights or duties of
the Swing Purchaser under this Agreement or the other Transaction
Documents.

     

    If, in connection
with any proposed amendment, modification, waiver or termination requiring the
consent of all affected Purchasers, the consent of the Required Purchasers is
obtained but the consent of other Purchasers whose consent is required is not
obtained (any such Purchaser whose consent is not obtained being referred to as
a “Non-Consenting
Purchaser”), then, so long as the Purchaser that is the same entity as
the Agent is not a Non-Consenting Purchaser, at the Seller’s request, the Agent
or an Eligible Assignee acceptable to the Agent shall have the right with the
Agent’s consent and in the Agent’s sole discretion (but shall have no
obligation) to purchase from such Non-Consenting Purchaser, and such
Non-Consenting Purchaser agrees that it shall, upon the Agent’s request, sell
and assign to the Purchaser that is the same entity as the Agent or to such
Eligible Assignee, all of the Commitment and Receivable Interest of such
Non-Consenting Purchaser for an amount equal to the outstanding Capital
represented by the Receivable Interest of the Non-Consenting Purchaser plus all accrued
Yield and fees with respect thereto through the date of sale less unamortized
upfront fees, such purchase and sale to be consummated pursuant to an executed
Assignment and Acceptance.


    
      
         


      

      
        103

        
          

        

      

      
         


      

    

     

    No
failure on the part of any Purchaser or the Agent to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.

     

    SECTION 11.02   Right of
Set-off.

     

    Each
Purchaser is hereby authorized by the Seller upon the occurrence and during the
continuance of an Event of Termination, to the fullest extent permitted by law,
to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other Indebtedness at any time owing
by such Purchaser to or for the credit or the account of the Seller against any
and all of the obligations of the Seller now or hereafter existing under this
Agreement to such Purchaser or, if such Purchaser is Citicorp USA, Inc., to the
Agent or any Affiliate thereof, irrespective of whether or not any formal demand
shall have been made under this Agreement and although such obligations may be
unmatured.  Each Purchaser agrees promptly to notify the Seller after
any such setoff and application; provided, however, that the
failure to give such notice shall not affect the validity of such setoff and
application.  The rights of each Purchaser under this
Section 11.02 are in addition to other rights and remedies (including,
without limitation, other rights of setoff) which such Purchaser may
have.

     

    SECTION 11.03   Notices,
Etc.


     

    All
notices and other communications hereunder shall, unless otherwise stated
herein, be given in writing or by any telecommunication device capable of
creating a written record (including electronic mail), (i) to each of the
Seller, the Servicer, the Agent and the Initial Purchasers, at its address set
forth under its name on the signature pages hereof, (ii) to each Purchaser
other than the Initial Purchasers, at its address specified on the Assignment
and Acceptance pursuant to which it became a Purchaser hereunder or
(iii) to any party hereto at such other address as shall be designated by
such party in a notice to the other parties hereto given as provided
herein.  All such notices and communications shall be effective when
received.  Any notice received after 5:00 P.M. (New York time) on any
Business Day shall be taken to have been received on the next succeeding
Business Day.


    
      
         


      

      
        104

        
          

        

      

      
         


      

    

     

    SECTION 11.04   Binding Effect;
Assignability.

     

    This
Agreement shall be binding upon and inure to the benefit of each party hereto
and their respective successors and assigns, except that no Transaction Party
shall have the right to assign its rights or obligations hereunder or any
interest herein without the prior written consent of all
Purchasers.  This Agreement shall create and constitute the continuing
obligation of the parties hereto in accordance with its terms, and shall remain
in full force and effect until such time, after the Termination Date, as no
Capital or any other obligation of any Transaction Party under any Transaction
Document shall be outstanding; provided, however, that rights
and remedies with respect to the provisions of Sections 2.12, 2.13, 2.14,
10.01, 11.05, 11.06, and 11.08 shall be continuing and shall survive any
termination of this Agreement.

     

    SECTION 11.05   Costs and
Expenses.

     

    The
Seller agrees upon demand to pay, or reimburse the Agent and any Purchaser, as
applicable, for, all of the Agent’s or such Purchaser’s reasonable internal and
documented external audit, legal, appraisal, valuation, filing, document
duplication and reproduction and investigation expenses and for all other
reasonable out-of-pocket costs and expenses of every type and nature (including,
without limitation, the reasonable fees, expenses and disbursements of Shearman
& Sterling LLP, as the Agent’s special counsel and any local legal counsel
retained by the Agent, auditors, accountants, appraisers, printers, insurance
and environmental advisors, and other consultants and agents) incurred by the
Agent or such Purchaser in connection with any of the
following:  (i) the Agent’s audit and investigation of the
Servicer or Seller in connection with the preparation, negotiation or execution
of any Transaction Document or the Agent’s periodic audits of the Servicer or
Seller, as the case may be, (ii) the preparation, negotiation, execution or
interpretation of this Agreement (including, without limitation, the
satisfaction or attempted satisfaction of any condition set forth in
Article III, any Transaction Document or any term sheet issued in
connection therewith, or the making of the Capital Investments hereunder,
(iii) the creation, perfection or protection of the liens under any
Transaction Document (including any reasonable fees, disbursements and expenses
for local counsel in various jurisdictions), (iv) the ongoing
administration of this Agreement, the Receivables and the Capital Investments,
including consultation with attorneys in connection therewith and with respect
to the Agent’s or such Purchaser’s rights and responsibilities hereunder and
under the other Transaction Documents, (v) the protection, collection or
enforcement of any obligation under any Transaction Document or the enforcement
of any Transaction Document, (vi) the commencement, defense or intervention
in any court proceeding relating in any way to any obligation under any
Transaction Document, any Transaction Party, this Agreement or any other
Transaction Document, (vii) the response to, and preparation for, any
subpoena or request for document production with which the Agent or such
Purchaser is served or deposition or other proceeding in which the Agent or such
Purchaser is called to testify, in each case, relating in any way to the
obligations under any Transaction Document, any Transaction Party, this
Agreement or any other Transaction Document or (viii) any amendment,
consent, waiver, assignment, restatement, or supplement to any Transaction
Document or the preparation, negotiation, and execution of the
same.


    
      
         


      

      
        105

        
          

        

      

      
         


      

    

     

    SECTION 11.06   Confidentiality.

     

    Each
Purchaser and the Agent agree to keep information obtained by it pursuant hereto
and the other Transaction Documents confidential in accordance with such
Purchaser’s or the Agent’s, as the case may be, customary practices and agrees
that it shall only use such information in connection with the transactions
contemplated by this Agreement and not disclose any such information other than
(a) to such Purchaser’s or the Agent’s, as the case may be, employees,
representatives and agents that are or are expected to be involved in the
evaluation of such information in connection with the transactions contemplated
by this Agreement and are advised of the confidential nature of such
information, (b) to the extent such information presently is or hereafter
becomes available to such Purchaser or the Agent, as the case may be, on a
non-confidential basis from a source other than an (c) to the extent
disclosure is required by law, regulation or judicial order or requested or
required by bank regulators or auditors or (d) to current or prospective
assignees, or participants, in each case to the extent such assignees,
participants or grantees agree to be bound by the provisions of this
Section 11.05.

     

    Notwithstanding
any other provision herein, each Purchaser and the Agent (and each employee,
representative or other agent of such party) may disclose to any and all
Persons, without limitation of any kind, any information with respect to the
“tax treatment” and “tax structure” (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated by
the Transaction Documents and all materials of any kind (including opinions or
other tax analyses) that are provided to the Agent or such Purchaser relating to
such tax treatment and tax structure; provided that with respect to any document
or similar item that in either case contains information concerning the tax
treatment or tax structure of the transactions contemplated by the Transaction
Documents as well as other information, this sentence shall only apply to such
portions of the document or similar item that relate to the tax treatment or tax
structure of the transactions contemplated by the Transaction
Documents.

     

    SECTION 11.07   Governing
Law.

     

    This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

     

    SECTION 11.08   Jurisdiction,
Etc.

    


    (a)           Any
legal action or proceeding with respect to this Agreement or any other
Transaction Document may be brought in the courts of the State of New York or of
the United States of America for the Southern District of New York, and, by
execution and delivery of this Agreement, each of the Seller and the Servicer
hereby accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.  The
parties hereto hereby irrevocably waive any objection, including any objection
to the laying of venue or based on the grounds of forum non conveniens, that any
of them may now or hereafter have to the bringing of any such action or
proceeding in such respective jurisdictions.

     

    (b)           Each
of the Seller and the Servicer hereby irrevocably consents to the service of any
and all legal process, summons, notices and documents in any suit, action or
proceeding brought in the United States of America arising out of or in
connection with this Agreement or any other Transaction Document by the mailing
(by registered or certified mail, postage prepaid) or delivering of a copy of
such process to the Seller or Servicer, as the case may be, at its address
specified in Section 11.03.  Each of the Seller and Servicer
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.


    
      
         


      

      
        106

        
          

        

      

      
         


      

    

     

    (c)           Nothing
contained in this Section 11.08 shall affect the right of the Agent or any
Purchaser to serve process in any other manner permitted by law or commence
legal proceedings or otherwise proceed against the Seller or Servicer or any
other Transaction Party in any other jurisdiction.

     

    SECTION 11.09   Execution in
Counterparts.

     

    This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.  Delivery by telecopier
or electronic mail of an executed counterpart of a signature page to this
Agreement shall be effective as delivery of an original executed counterpart of
this Agreement.

     

    SECTION 11.10   Intent of the
Parties.

     

    It is the
intention of the parties hereto that each Purchase and reinvestment shall convey
to each Purchaser, to the extent of its Receivable Interests, an undivided
ownership interest in the Pool Receivables, and the Related Security and
Collections in respect thereof and that such transaction shall constitute a
purchase and sale and not a secured loan for all purposes other than for federal
income tax purposes.  If, notwithstanding such intention, the
conveyance of the Receivable Interests from the Seller to any Purchaser shall
ever be recharacterized as a secured loan and not a sale, it is the intention of
the parties hereto that this Agreement and the Certificate shall constitute a
security agreement under applicable law, and the Seller hereby grants to the
Agent for the benefit of itself and each such Purchaser a duly perfected first
priority security interest in all of the Seller’s right, title and interest in,
to and under, whether now owned or hereafter acquired or arising, (i) all
accounts, (ii) all contract rights, (iii) all chattel paper, (iv) all general
intangibles and (v) all instruments (including without limitation the Pool
Receivables and the Related Security and Collections in respect thereof) and all
proceeds of any and all of the foregoing, free and clear of Liens and Seller
also hereby grants to the Agent for the benefit of itself and each Purchaser a
duly perfected first priority security interest in all of the Seller’s right,
title and interest in, to and under any cash collateral under this Agreement, in
order to secure the payment of all amounts due to the Purchasers and the Agent
hereunder.

     

    SECTION 11.11   Entire
Agreement.

     

    This
Agreement and the other Transaction Documents contain a final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement and
understanding among the parties hereto with respect to the subject matter hereof
and supersede all prior agreements and understandings, written or oral, relating
to the subject matter hereof.

     

    SECTION 11.12   Severability of
Provisions.

     

    Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.


    
      
         


      

      
        107

        
          

        

      

      
         


      

    

     

    SECTION 11.13   Patriot Act
Notice.

     

    Each
Purchaser and the Agent (for itself and not on behalf of any Purchaser) hereby
notifies each Transaction Party that pursuant to the requirements of the Patriot
Act, it is required to obtain, verify and record information that identifies
each Transaction Party, which information includes the name and address of each
Transaction Party and other information that will allow such Purchaser or Agent,
as applicable, to identify each Transaction Party in accordance with the Patriot
Act.  Each Transaction Party shall provide such information and take
such actions as are reasonably requested by the Agent or any Purchaser in order
to assist the Agent and the Purchasers in maintaining compliance with the
Patriot Act.

     

    SECTION 11.14   Limited
Recourse.

     

    The
obligations of the Seller under this Agreement and the other Transaction
Documents are solely the limited liability company obligations of the
Seller.  No recourse may be taken, directly or indirectly, with respect to
the obligations of the Seller under this Agreement or any other Transaction
Document against (i) Chemtura or any other Originator, in their respective
individual capacities or (ii) any stockholder, officer, director, employee,
member or agent of Chemtura, any other Originator or the Seller, each in its
individual capacity, except, in each case, as any such Person may have
agreed.


    
      
         


      

      
        108

        
          

        

      

      
         


      

    

     

    SECTION 11.15   Waiver of Jury
Trial.

     

    Each of
the parties hereto irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or any of the other Transaction
Documents, the Purchases or the actions of the Agent or any Indemnified Party in
the negotiation, administration, performance or enforcement hereof or
thereof.


    
      
         


      

      
        109

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date above
written.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              CHEMTURA RECEIVABLES
      LLC, as 

                            
	 	Seller
	 	 
	By: 
      CHEMTURA
      CORPORATION,
	
                              As
      Member

                            
	 
	
                              By:

                            	
                              /s/ Stephen Forsyth

                            
	 
      	
                              Name:
      Stephen Forsyth

                            
	 
      	
                              Title:   CFO
      and EVP

                            
	 
      	 
      
	 
      	
                              Address:

                            
	 
      	
                              199
      Benson Road

                            
	 
      	
                              Middlebury,
      CT 06749

                            
	 
      	 
      
	 
      	
                              Attention:
      Carol V. Anderson

                            
	 
      	 
      
	 
      	
                              Telephone
      No.:  (203) 573-3196

                            
	 
      	
                              Telecopier
      No.:  (203) 573 2275

                            
	 
      	 
      
	
                              CHEMTURA CORPORATION,
      as

                            
	 
      	
                              Servicer

                            
	 
      	 
      
	
                              By:

                            	
                              /s/ Stephen Forsyth

                            
	 
      	
                              Name:
      Stephen Forsyth

                            
	 
      	
                              Title:   CFO
      and EVP

                            
	 
      	 
      
	 
      	
                              Address:

                            
	 
      	
                              199
      Benson Road

                            
	 
      	
                              Middlebury,
      CT 06749

                            
	 
      	 
      
	 
      	
                              Attention:
      Carol V. Anderson

                            
	 
      	 
      
	 
      	
                              Telephone
      No.:  (203) 573-3196

                            
	 
      	
                              Telecopier
      No.:  (203) 573
2275

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  CITICORP USA,
      INC.,

                
	 
      	
                  as
      an Initial Purchaser

                
	 
      	 
      
	
                  By:

                	
                  /s/ David Jaffe

                
	 
      	
                  Name:  David
      Jaffe

                
	 
      	
                  Title:  Director
      and Vice President

                
	 	 
	 
      	
                  Address:   390
      Greenwich Street

                
	 
      	
                  1st
      Floor

                
	 
      	
                  New
      York, New York 10013

                
	 
      	 
      
	 
      	
                  Attention:  David
      Jaffe

                
	 
      	 
      
	 
      	
                  Telephone
      No.:  (212) 723-4820

                
	 
      	
                  Telecopier
      No.:  (212)
723-8721

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    Bank of America,
      N.A.,

                  
	 
      	
                    as
      an Initial Purchaser

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Edwin B. Cox, Jr.

                  
	 
      	
                    Name:  Edwin
      B. Cox, Jr.

                  
	 
      	
                    Title:  Senior
      Vice President

                  
	 
      	 
      
	 
      	
                    Address:   100
      Federal Street

                  
	 
      	
                                    
      Boston, MA 02110

                  
	 
      	 
      
	 
      	
                    Telephone
      No.:  317-434-3323

                  
	 
      	
                    Telecopier
      No.:  617-434-8426

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Wachovia
      Bank, N.A.,

                
	 
      	
                  as
      an Initial Purchaser

                
	 
      	 
      
	
                  By:

                	
                  /s/ D. Paul Hulbert III

                
	 
      	
                  Name:  D.
      Paul Hulbert III

                
	 
      	
                  Title:  Vice
      President

                
	 
      	 
      
	 
      	
                  Address:
      301 South College Street

                
	 
      	
                  15th
      Floor, NC-0537

                
	 
      	
                  Charlotte,
      NC 28288

                
	 
      	 
      
	 
      	
                  Telephone
      No.:  (704) 715-1728

                
	 
      	
                  Telecopier
      No.:  (704)
383-6249

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    CREDIT
      SUISSE, Cayman Islands 

                  
	 	Branch,
	 
      	
                    as
      an Initial Purchaser

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Jay Chall

                  
	 
      	
                    Name:  Jay
      Chall

                  
	 
      	
                    Title:  Director

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Karl Studer

                  
	 
      	
                    Name:  Karl
      Studer

                  
	 
      	
                    Title:  Director

                  
	 
      	 
      
	 
      	
                    Address:
      Eleven Madison Avenue

                  
	 
      	
                                   New
      York, NY 10010

                  
	 
      	 
      
	 
      	
                    Telephone
      No.:  (212) 325-9163

                  
	 
      	
                    Telecopier
      No.:  (212)
743-1894

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    THE ROYAL BANK OF SCOTLAND
      

                  
	 	PLC,
	 
      	
                    as
      an Initial Purchaser

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Philippe Sandmeier

                  
	 
      	
                    Name:  Philippe
      Sandmeier

                  
	 
      	
                    Title:  Managing
      Director

                  
	 
      	 
      
	 
      	
                    Address:

                  
	 
      	 
      
	 
      	
                    The
      Royal Bank of Scotland plc

                  
	 
      	
                    101
      Park Avenue

                  
	 
      	
                    New
      York, NY 10178

                  
	 
      	 
      
	 
      	
                    Telephone
      No.:  212-401-3359

                  
	 
      	
                    Telecopier
      No.:  212-401-3625

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                SUMITOMO
      MITSUI BANKING

              
	 
      	
                CORPORATION, as an
      Initial

              
	 
      	
                Purchaser

              
	 
      	 
      
	
                By:

              	
                /s/ Yoshihiro
      Kyakutome__________

              
	 
      	
                Name:  Yoshihiro
      Hyakutome

              
	 
      	
                Title:  General
      Manager

              
	 
      	 
      
	 
      	
                Address:
      277 Park Avenue, 6th
      Floor, 

                New
      York, NY 10172

              
	 
      	 
      
	 
      	
                Telephone
      No.:  212-224-5267

              
	 
      	
                Telecopier
      No.:  212-224-4384

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                ING Capital LLC, as an
      Initial Purchaser

              
	 
      
	
                By:

              	
                /s/ William C.
      Beddingfield_____

              
	 
      	
                Name:  William
      C. Beddingfield

              
	 
      	
                Title:  Managing
      Director

              
	 
      	 
      
	 
      	
                Address:

              
	 
      	 
      
	 
      	
                ING
      Capital LLC

              
	 
      	
                200
      Galleria Parkway, Suite 950

              
	 
      	
                Atlanta,
      Georgia 30339

              
	 
      	 
      
	 
      	
                Telephone
      No.:  +1 770 981 4506

              
	 
      	
                Telecopier
      No.:  +1 770 951
1005

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    CALYON NEW YORK
      BRANCH,

                  
	 
      	
                    as
      an Initial Purchaser

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Michael Madnick

                  
	 
      	
                    Name:  Michael
      Madnick

                  
	 
      	
                    Title:  Managing
      Director

                  
	 
      	 
      
	 
      	
                    Address:

                  
	 
      	 
      
	 
      	
                    1201
      6th
      Avenue

                  
	 
      	
                    New
      York, NY 11019

                  
	 
      	 
      
	 
      	
                    Telephone
      No.:  212-361-7000

                  
	 
      	
                    Telecopier
      No.:  212-459-3185

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                The Bank of Tokyo-Mitsubishi
      UFJ Ltd,

              
	 
      	
                as
      an Initial Purchaser

              
	 
      	 
      
	
                By:

              	
                /s/ Maria Iarriccio

              
	 
      	
                Name:  Maria
      Iarriccio

              
	 
      	
                Title:  Authorized
      Signatory

              
	 
      	 
      
	 
      	
                Address:

              
	 
      	 
      
	 
      	
                1251
      Avenue of the Americas, 12 Fl.

              
	 
      	 
      
	 
      	
                New
      York, NY 10020

              
	 
      	 
      
	 
      	
                Telephone
      No.:  212-782-4798

              
	 
      	
                Telecopier
      No.:  212-782-6440

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                The Northern Trust
      Company,

              
	 
      	
                as
      an Initial Purchaser

              
	 
      	 
      
	
                By:

              	
                /s/ Tamara Dowd

              
	 
      	
                Name:  Tamara
      Dowd

              
	 
      	
                Title:  Vice
      President

              
	 
      	 
      
	 
      	
                Address:

              
	 
      	 
      
	 
      	
                The
      Northern Trust Company

              
	 
      	
                50
      S. LaSalle Street – M-27

              
	 
      	
                Chicago,
      IL 60603

              
	 
      	 
      
	 
      	
                Telephone
      No.:  312-444-5830

              
	 
      	
                Telecopier
      No.:  312-444-4906

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	 
      	
                        AGENT

                      
	 	 
	
                        CITICORP USA,
      INC.,

                      
	 
      	
                        as
      Agent

                      
	 	 
	
                        By:

                      	
                        /s/ David Jaffe

                      
	 
      	
                        Name:  David
      Jaffe

                      
	 
      	
                        Title:  Director/Vice
      President

                      
	 
      	 
      
	 
      	
                        Address:
      390 Greenwich Street

                      
	 
      	
                        1st
      Floor

                      
	 
      	
                        New
      York, New York 10013

                      
	 
      	 
      
	 
      	
                        Attention:  David
      Jaffe

                      
	 
      	 
      
	 
      	
                        Telephone
      No.:  (212) 723-4820

                      
	 
      	
                        Telecopier
      No.:  (212)
723-8721

                      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                ARRANGER

              
	 
      
	
                CITIGROUP
      GLOBAL MARKETS

              
	 
      	
                INC.,

              
	 
      	
                as
      Arranger

              
	 
      	 
      
	
                By:

              	
                /s/ David Jaffe

              
	 
      	
                Name:  David
      Jaffe

              
	 
      	
                Title:  Authorized
      Signer

              
	 
      	 
      
	 
      	
                Address:
      390 Greenwich Street

              
	 
      	
                1st
      Floor

              
	 
      	
                New
      York, New York 10013

              
	 
      	 
      
	 
      	
                Attention:  David
      Jaffe

              
	 
      	 
      
	 
      	
                Telephone
      No.:  (212) 723-4820

              
	 
      	
                Telecopier
      No.:  (212)
723-8721

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    SYNDICATION
      AGENT

                  
	 
      
	
                    THE
      ROYAL BANK OF SCOTLAND

                  
	 
      	
                    PLC,

                  
	 
      	
                    as
      Syndication Agent

                  
	 	 
	
                    By:

                  	
                    /s/ Philippe Sandmeier

                  
	 
      	
                    Name:  Philippe
      Sandmeier

                  
	 
      	
                    Title:  Managing
      Director

                  
	 
      	 
      
	 
      	
                    Address:

                  
	 
      	 
      
	 
      	
                    The
      Royal Bank of Scotland plc

                  
	 
      	
                    101
      Park Avenue

                  
	 
      	
                    New
      York, NY 10178

                  
	 
      	 
      
	 
      	
                    Telephone
      No.:  212-401-3359

                  
	 
      	
                    Telecopier
      No.:  212-401-3625