SHALL BE ACCEPTABLE IN FORM
AND SUBSTANCE TO BUYER.
IN ADDITION, EACH SELLER HEREBY AUTHORIZES BUYER TO
TAKE ANY AND ALL STEPS IN SUCH SELLER'S NAME AND ON ITS BEHALF THAT ARE
NECESSARY OR DESIRABLE, IN THE REASONABLE DETERMINATION OF BUYER, TO COLLECT ALL
AMOUNTS DUE UNDER ANY AND ALL SPECIFIED ASSETS, INCLUDING ENDORSING SUCH
SELLER'S NAME ON CHECKS AND OTHER INSTRUMENTS REPRESENTING COLLECTIONS AND
ENFORCING THE SPECIFIED ASSETS AND THE CONTRACTS RELATED TO THE RECEIVABLES.
ARTICLE VIII
TERMINATION
SECTION 8.1
TERMINATION BY THE SELLERS.
THE SELLERS MAY
TERMINATE ALL OF THEIR AGREEMENTS TO SELL RECEIVABLES HEREUNDER TO BUYER BY
GIVING BUYER AND THE AGENT NOT LESS THAN
23
FIVE BUSINESS DAYS PRIOR WRITTEN NOTICE OF THEIR ELECTION NOT TO CONTINUE TO
SELL RECEIVABLES TO BUYER (THE "TERMINATION OF SALE NOTICE"); PROVIDED THAT THE
TERMINATION OF SALE NOTICE MUST SPECIFY THE EFFECTIVE DATE OF TERMINATION.
SECTION 8.2
AUTOMATIC TERMINATION.
(A) THE AGREEMENT OF BUYER
TO PURCHASE RECEIVABLES FROM A SELLER HEREUNDER SHALL TERMINATE AUTOMATICALLY
UPON (I) THE FIRST DATE ON WHICH AN EVENT SPECIFIED IN THE DEFINITION OF
BANKRUPTCY EVENT OCCURS AS A RESULT OF A CASE OR PROCEEDING BEING FILED AGAINST
SUCH SELLER, (II) THE FIRST DATE ON WHICH CHEMTURA CORPORATION FAILS TO OWN AND
CONTROL, DIRECTLY OR INDIRECTLY, ONE HUNDRED PERCENT (100%) OF THE OUTSTANDING
VOTING STOCK OF SUCH SELLER (OTHER THAN CHEMTURA CORPORATION) OR (III) THE
OCCURRENCE OF A TERMINATION EVENT, AS DEFINED IN THE RECEIVABLES SALE AGREEMENT.
THE TERMINATION REFERRED TO IN CLAUSES (I) AND (II) OF THE PROCEEDING SENTENCE
SHALL APPLY ONLY TO THE RELEVANT SELLER AND THE TERMINATION REFERRED TO IN
CLAUSE (III) SHALL APPLY TO ALL SELLERS."
(B)
IF THE INTERNAL REVENUE SERVICE OR THE PBGC FILES ONE MORE TAX OR
ERISA LIENS AGAINST THE ASSETS OF BUYER OR ANY SELLER (INCLUDING RECEIVABLES),
THEN (AND FOR SO LONG AS SUCH TAX OR ERISA LIENS REMAIN IN PLACE) BUYER SHALL
NOT PURCHASE ANY RECEIVABLES OR RELATED ASSETS FROM SUCH SELLER (OR FROM ANY
SELLER IF SUCH TAX OR ERISA LIEN IS FILED AGAINST BUYER).
ARTICLE IX
INDEMNIFICATION
SECTION 9.1
INDEMNITIES BY THE SELLER.
WITHOUT LIMITING ANY
OTHER RIGHTS ANY PERSON MAY HAVE HEREUNDER OR UNDER APPLICABLE LAW, EACH SELLER,
ON A SEVERAL BASIS, HEREBY INDEMNIFIES AND HOLDS HARMLESS, ON AN AFTER-TAX
BASIS, THE BUYER, THE AGENT, THE PURCHASER AGENTS AND EACH PURCHASER AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, (EACH AN "INDEMNIFIED
PARTY") FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, CLAIMS, LIABILITIES,
PENALTIES, TAXES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS)
(ALL OF THE FOREGOING COLLECTIVELY, THE "INDEMNIFIED LOSSES") AT ANY TIME
IMPOSED ON OR INCURRED BY ANY INDEMNIFIED PARTY ARISING OUT OF OR OTHERWISE
RELATING TO ANY TRANSACTION DOCUMENT, THE TRANSACTIONS CONTEMPLATED THEREBY OR
THE ACQUISITION OF ANY PORTION OF THE SOLD INTEREST, OR ANY ACTION TAKEN OR
OMITTED BY ANY OF THE INDEMNIFIED PARTIES (INCLUDING ANY ACTION TAKEN BY THE
AGENT AS ATTORNEY-IN-FACT FOR THE SELLER PURSUANT TO SECTION 3.5(B), WHETHER
ARISING BY REASON OF THE ACTS