OR THE AGENT MAY REASONABLY
REQUEST IN ORDER TO PERFECT, PROTECT OR MORE FULLY EVIDENCE THE PURCHASE OR
CONTRIBUTION OF THE RECEIVABLES AND THE RELATED ASSETS OR TO ENABLE BUYER OR THE
AGENT (AS THE ASSIGNEE OF BUYER) TO EXERCISE OR ENFORCE ANY OF ITS RIGHTS
HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, UPON THE REQUEST OF BUYER, EACH SELLER WILL:
(A)
EXECUTE AND FILE SUCH UCC FINANCING OR CONTINUATION STATEMENTS, OR
AMENDMENTS THERETO OR ASSIGNMENTS THEREOF, AND SUCH OTHER INSTRUMENTS OR
NOTICES, AS BUYER OR THE AGENT MAY REASONABLY DETERMINE TO BE NECESSARY OR
APPROPRIATE, AND
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(B)
MARK THE MASTER DATA PROCESSING RECORDS EVIDENCING THE RECEIVABLES
WITH THE FOLLOWING LEGEND:
"THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO CROMPTON & KNOWLES
RECEIVABLES CORPORATION PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT, DATED AS OF SEPTEMBER 28, 2006,
AMONG CHEMTURA CORPORATION
("CHEMTURA") AS INITIAL COLLECTION AGENT AND SELLER, CERTAIN SUBSIDIARIES OF
CHEMTURA,
AS SELLERS, AND CROMPTON & KNOWLES RECEIVABLES CORPORATION."
Each Seller hereby authorizes Buyer or its designee to file one or more UCC
financing or continuation statements, and amendments thereto and assignments
thereof, relative to all or any of the Receivables and Related Assets of such
Seller, in each case whether now existing or hereafter generated by such Seller.
Except for material performance obligations of such Seller to any Obligor
hereunder or under any contracts relating to such Obligor, if (i) such Seller
fails to perform any of its agreements or obligations under this Agreement and
does not remedy the failure within the applicable cure period, if any, and
(ii) Buyer in good faith reasonably believes that the performance of such
agreements and obligations is necessary or appropriate to protect its interests
under this Agreement, then Buyer or its designee may (but shall not be required
to) perform, or cause performance of, such agreement or obligation and the
reasonable expenses of Buyer or its designee or assignee incurred in connection
with such performance shall be payable by such Seller as provided in
Section 9.1.
SECTION 7.4
COLLECTION OF RECEIVABLES, RIGHTS OF BUYER AND ITS
ASSIGNEES.
(A) EACH SELLER HEREBY TRANSFERS TO THE AGENT ON BEHALF OF THE
PURCHASERS (AS TRANSFEREE OF BUYER'S INTEREST IN THE SPECIFIED ASSETS) THE
OWNERSHIP OF, AND THE EXCLUSIVE DOMINION AND CONTROL OVER, EACH OF THE BANK
ACCOUNTS AND ALL RELATED LOCKBOXES OWNED BY SUCH SELLER, AND SUCH SELLER HEREBY
AGREES TO TAKE ANY FURTHER ACTION THAT BUYER OR THE AGENT MAY REASONABLY REQUEST
IN ORDER TO EFFECT OR COMPLETE THE TRANSFER. EACH SELLER FURTHER AGREES TO USE
REASONABLE EFFORTS TO PREVENT FUNDS OTHER THAN PROCEEDS OF THE SPECIFIED ASSETS
FROM BEING DEPOSITED IN ANY BANK ACCOUNT.
(B)
EACH SELLER SHALL, AT THE REQUEST OF BUYER AND AT SUCH SELLER'S
EXPENSE, PROMPTLY GIVE NOTICE OF INTEREST IN THE RECEIVABLES OF THE OBLIGOR AND
THE RELATED ASSETS TO EACH SUCH OBLIGOR AND DIRECT THAT PAYMENTS BE MADE
DIRECTLY TO THE AGENT OR ITS DESIGNEE, WHICH NOTICE