ARE THE LEGAL AND BENEFICIAL OWNERS OF THE COLLATERAL
FREE AND CLEAR OF ANY LIEN, EXCEPT FOR (I) THE LIENS AND SECURITY INTERESTS
CREATED OR PERMITTED UNDER THE LOAN DOCUMENTS AND (II) DEFECTS IN LEGAL TITLE TO
INTELLECTUAL PROPERTY THAT DO NOT MATERIALLY ADVERSELY AFFECT THE USE OF SUCH
PROPERTY FOR ITS PRESENT PURPOSES.
(R)
NEITHER ANY LOAN PARTY 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.
65
NEITHER THE MAKING OF ANY ADVANCES, NOR THE ISSUANCE OF ANY LETTERS OF CREDIT,
NOR THE APPLICATION OF THE PROCEEDS OR REPAYMENT THEREOF BY THE BORROWER, NOR
THE CONSUMMATION OF THE OTHER TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS,
WILL VIOLATE ANY PROVISION OF ANY SUCH ACT OR ANY RULE, REGULATION OR ORDER OF
THE SECURITIES AND EXCHANGE COMMISSION THEREUNDER.
(S)
AS OF THE DATE HEREOF, THE EQUITY INTERESTS OWNED BY THE BORROWER
OR ANY OF ITS SUBSIDIARIES LISTED ON SCHEDULE 4.01(A) AND THE INITIAL PLEDGED
DEBT SET FORTH ON SCHEDULE V HERETO ARE ALL EQUITY INTERESTS AND DEBT (OTHER
THAN ANY EXCEPTION CONTAINED IN THE DEFINITION OF "INITIAL PLEDGED DEBT") HELD
BY OR OWED TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES.
(T)
SET FORTH ON SCHEDULE 4.01(T) HERETO IS A COMPLETE AND ACCURATE
LIST OF ALL SURVIVING DEBT THAT IS DEBT FOR BORROWED MONEY (OTHER THAN SURVIVING
DEBT IN AN AGGREGATE AMOUNT NOT EXCEEDING $1,000,000), SHOWING AS OF THE
PETITION DATE THE OBLIGOR AND THE PRINCIPAL AMOUNT OUTSTANDING THEREUNDER, THE
MATURITY DATE THEREOF AND THE AMORTIZATION SCHEDULE THEREFOR.
(U)
SET FORTH ON SCHEDULE 4.01(U) HERETO IS A COMPLETE AND ACCURATE
LIST OF ALL LIENS ON THE PROPERTY OR ASSETS OF ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES SECURING ANY DEBT FOR BORROWED MONEY (OTHER THAN DEBT IN AGGREGATE
AMOUNT NOT EXCEEDING $1,000,000), SHOWING AS OF THE PETITION DATE THE LIENHOLDER
THEREOF, THE PRINCIPAL AMOUNT OF THE OBLIGATIONS SECURED THEREBY AND THE
PROPERTY OR ASSETS OF SUCH LOAN PARTY OR SUCH SUBSIDIARY SUBJECT THERETO.
(V)
NO NON-FILING DOMESTIC SUBSIDIARY (OTHER THAN CHEMTURA RECEIVABLES
LLC) IS A MATERIAL SUBSIDIARY.
ARTICLE V
COVENANTS OF THE LOAN PARTIES
Section 5.01
Affirmative Covenants.
So long as any Advance shall remain
unpaid, any Letter of Credit shall be outstanding and not Cash Collateralized or
any Lender Party shall have any Commitment hereunder, each Loan Party will:
(A)
CORPORATE EXISTENCE.
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
BORROWER AND ITS SUBSIDIARIES MAY CONSUMMATE ANY TRANSACTION PERMITTED UNDER
SECTION 5.02(H) OR (L) AND PROVIDED FURTHER THAT NEITHER THE BORROWER NOR ANY OF
ITS SUBSIDIARIES SHALL BE REQUIRED TO PRESERVE ANY RIGHT OR FRANCHISE, OR THE
EXISTENCE OF ANY SUBSIDIARY THAT IS NOT A LOAN PARTY, IF THE BOARD OF DIRECTORS
(OR SIMILAR GOVERNING BODY) OF THE