Common use of Termination of a Seller Clause in Contracts

Termination of a Seller. (a) Any Seller (other than Lyondell) shall be terminated as a Seller hereunder by the Buyer and with prior written notice to the Agent, on behalf of the Purchasers, (i) on the occurrence of any event set forth in Section 7.1(f) of the Receivables Purchase Agreement as to such Seller, (ii) if the Company ceases to own, directly or indirectly, 100% of the Equity Interests of such Seller, or (iii) on five Business Days’ notice to such effect by the Agent (with the consent or at the request of the Required Purchasers) to the Buyer following the occurrence of any Event of Termination as to such Seller (each a “Mandatory Seller Termination Date”). From and after any Mandatory Seller Termination Date, the Buyer shall cease buying Receivable Assets from the related Seller. Each such Seller being terminated shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Receivables previously sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to Receivable Assets previously sold by such Seller to the Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account. (b) From time to time, the Sellers may request in writing (with a copy to the Agent) that the Buyer designate one or more Sellers as Sellers that cease to be parties to this Agreement (a “Permissive Seller Termination”); provided that no Event of Termination or Potential Event of Termination has occurred or will occur as a result thereof. Promptly after receipt of any such designation by the Agent and each other Seller, such Seller shall select a date, which date shall not be earlier than 15 Business Days after the date of receipt by the Agent of written notice of such designation, as such Seller’s “Permissive Seller Termination Date”; provided that such Permissive Seller Termination may not occur with respect to a Seller without the written consent of the Agent, on behalf of the Purchasers, if the aggregate Outstanding Balance of the Seller Receivables of such Original Seller exceeds 10% of the aggregate Outstanding Balance of all Seller Receivables of all Sellers as of the date of the Receivables Report received immediately prior to the date of such notice to the Agent. From and after any Permissive Seller Termination Date, the Buyer shall cease buying Receivables Assets from the related Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Receivables previously sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to Seller Receivables previously sold by such Seller to Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account. (c) A terminated Seller shall have no obligation to repurchase any Seller Receivables previously sold by it to Buyer, but will have continuing obligations with respect to such Receivables to the extent such obligations arise hereunder or under any Transaction Document to which such Seller is a party, and shall be entitled to receive any settlement of any Purchase Price payment pursuant to the provisions of Article II hereof.

Termination of a Seller. (a) Any Seller (other than Lyondellthe Originator) shall be terminated as a Seller hereunder by the Buyer and with prior written notice to the Administrative Agent, on behalf of the Purchasers, and the Co-Collateral Agents (i) on the occurrence of any event set forth in Section 7.1(f) of the Receivables Purchase Agreement a Bankruptcy Event as to such Seller, (ii) with the consent of the Co-Collateral Agents, if the Company Parent ceases to own, directly or indirectly, 100% of the Equity Interests of such Seller, or (iii) on five Business Days’ Days written notice to such effect by the Administrative Agent (with the consent or at the request of the Required PurchasersInstructing Group) to the Buyer following the occurrence of any Termination Event of Termination as to such Seller (each a “Mandatory Seller Termination Date”). From and after any Mandatory Seller Termination Date, the Buyer shall cease buying Receivable Assets Receivables, Related Security and Collections from the related such Seller. Each such Seller being terminated shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller the Residual Interest or Receivables previously transferred or sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to Receivable Assets the Residual Interest, Receivables, Related Security and Collections previously transferred or sold by such Seller to the Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account. (b) From time to time, the Sellers may request in writing (with a copy to the AgentAdministrative Agent and the Co-Collateral Agents) that the Buyer designate one or more Sellers as Sellers that cease to be parties to this Agreement (a “Permissive Seller Termination”); provided that no Termination Event of Termination or Potential Termination Event of Termination has occurred or will occur as a result thereof. Promptly after receipt of any such designation by the Agent Administrative Agent, the Co-Collateral Agents and each other Seller, such Seller shall select a date, which date shall not be earlier than 15 Business Days after the date of receipt by the Administrative Agent and the Co-Collateral Agents of written notice of such designation, as such Seller’s “Permissive Seller Termination Date”; provided that such Permissive Seller Termination may not occur with respect to a Seller without the written consent of the Administrative Agent, on behalf of the Purchasers, and the Co-Collateral Agents if the aggregate Outstanding Balance outstanding balance of the Seller Receivables of such Original Seller exceeds 10% of the aggregate Outstanding Balance outstanding balance of all Seller Receivables of all Sellers as of the date of the Receivables Periodic Report received immediately prior to the date of such notice to the AgentAdministrative Agent and the Co-Collateral Agents. From and after any Permissive Seller Termination Date, the Buyer shall cease buying Receivables Assets Receivables, Related Security and Collections from the related such Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller the Residual Interest or Receivables previously transferred or sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to Seller the Residual Interest or Receivables previously transferred or sold by such Seller to Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account. (c) A terminated Seller shall have no an obligation to repurchase any Seller Receivables previously sold by it to Buyer, but to the extent required pursuant to this Agreement, and will have continuing obligations with respect to such Receivables to the extent such obligations arise hereunder or under any Transaction Document to which such Seller is a party, and shall be entitled to receive any settlement of any Purchase Price purchase price payment pursuant to the provisions of Article II Sections 2 and 3 hereof.

Termination of a Seller. (a) Any Seller (other than LyondellFII) shall be terminated as a Seller hereunder by the Buyer Company and with prior written notice to the AgentAdministrator, on behalf of the PurchasersPurchaser, (i) on the occurrence of any event set forth in Section 7.1(f) of the Receivables Purchase Agreement as to date such Seller, (ii) if the Company Seller ceases to own, directly be a wholly-owned direct or indirectly, 100% indirect Subsidiary of the Equity Interests of such Seller, or FII (iii) on five Business Days’ notice to such effect by the Agent (with the consent or at the request of the Required Purchasers) to the Buyer following the occurrence of any Event of Termination as to such Seller (each a “"Mandatory Seller Termination Date”"); provided that (i) the aggregate Outstanding Balance of the Transferred Receivables of any such Sellers which so cease to be wholly-owned Subsidiaries at such time (together with the aggregate Outstanding Balance of Transferred Receivables of all Sellers which have been terminated pursuant to this Section 9.3 within the preceding 90 days) shall not exceed 10% of the aggregate Outstanding Balance of all Transferred Receivables at such time and (ii) the Purchase Termination Date has not occurred and no Purchase Termination Date would occur as a result thereof. From and after any Mandatory Seller Termination Date, the Buyer Company shall cease buying Receivable Assets Receivables and other Related Rights from the related Seller. Each such Seller being terminated shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st 90th day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Transferred Receivables previously sold by such Seller to the BuyerCompany, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its servicing and other obligations hereunder and under the Transaction Documents to which it is a party with respect to Receivable Assets Transferred Receivables previously sold by such Seller to the BuyerCompany, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account. (b) From time to time, the Sellers Sellers, or the Master Servicer on behalf of the Sellers, may request in writing (with a copy to the AgentAdministrator) that the Buyer Company designate one or more Sellers as Sellers that shall cease to be parties to this Agreement (a “"Permissive Seller Termination”"); provided that no Event of Purchase Termination or Potential Event of Termination Date has occurred or will occur as a result thereof. Promptly after receipt of any such designation by the Agent Company, the Administrator and each other Seller, such Seller shall select a date, which date shall not be earlier than 15 Business Days 30 days after the date of receipt by the Agent Administrator of written notice of such designation, as such Seller’s “'s "Permissive Seller Termination Date”"; provided that such Permissive Seller Termination may not occur with respect to a Seller without the written consent of the AgentAdministrator, on behalf of the PurchasersPurchaser, if the aggregate Outstanding Balance of the Seller Transferred Receivables of such Original Seller exceeds 10% of the aggregate Outstanding Balance of all Seller Transferred Receivables of all Sellers as of on the date of the Receivables Report received Reporting Date immediately prior to preceding the date of such notice to the AgentAdministrator. From and after any Permissive Seller Termination Date, the Buyer Company shall cease buying Receivables Assets and other Related Rights from the related Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st 90th day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Transferred Receivables previously sold by such Seller to the BuyerCompany, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its servicing and other obligations hereunder and under the Transaction Documents to which it is a party with respect to Seller Transferred Receivables previously sold by such Seller to Buyerthe Company, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account. (c) A terminated Seller shall have no obligation to repurchase any Seller Transferred Receivables previously sold by it to Buyerthe Company, but will have continuing obligations with respect to such Receivables (including, without limitation, paying any Sale Indemnified Amounts) to the extent such obligations arise hereunder or under any Transaction Document to which such Seller is a party, and shall be entitled to receive any settlement of any Purchase Price payment Collections or reconveyed Receivables or other amounts pursuant to the provisions of Article II hereofIII.

Termination of a Seller. (a) Any Seller (other than Lyondell) shall be terminated as a Seller hereunder by the Buyer Company and with prior written notice to the Agent, on behalf of the PurchasersPurchaser, (i) on the occurrence of any event set forth in Section 7.1(f) of the Receivables Purchase Agreement as to date such Seller, (ii) if the Company Seller ceases to own, directly be a wholly-owned direct or indirectly, 100% indirect Subsidiary of the Equity Interests of such Seller, or Cadmus (iii) on five Business Days’ notice to such effect by the Agent (with the consent or at the request of the Required Purchasers) to the Buyer following the occurrence of any Event of Termination as to such Seller (each a “"Mandatory Seller Termination Date”"); provided that (i) the aggregate Outstanding Balance of the Receivables of any such Sellers which so cease to be wholly-owned Subsidiaries at such time (together with the aggregate Outstanding Balance of Receivables of all Sellers which have been terminated pursuant to this Section 9.3 within the preceding 90 days) shall not exceed 10% of the aggregate Outstanding Balance of all Receivables at such time and (ii) the Termination Date has not occurred and no Termination Date would occur as a result thereof. From and after any Mandatory Seller Termination Date, the Buyer shall cease buying Receivable Assets from the related Seller. Each such Seller being terminated shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Receivables previously sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to Receivable Assets previously sold by such Seller to the Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account. (b) From time to time, the Sellers may request in writing (with a copy to the Agent) that the Buyer designate one or more Sellers as Sellers that cease to be parties to this Agreement (a “Permissive Seller Termination”); provided that no Event of Termination or Potential Event of Termination has occurred or will occur as a result thereof. Promptly after receipt of any such designation by the Agent and each other Seller, such Seller shall select a date, which date shall not be earlier than 15 Business Days after the date of receipt by the Agent of written notice of such designation, as such Seller’s “Permissive Seller Termination Date”; provided that such Permissive Seller Termination may not occur with respect to a Seller without the written consent of the Agent, on behalf of the Purchasers, if the aggregate Outstanding Balance of the Seller Receivables of such Original Seller exceeds 10% of the aggregate Outstanding Balance of all Seller Receivables of all Sellers as of the date of the Receivables Report received immediately prior to the date of such notice to the Agent. From and after any Permissive Seller Termination Date, the Buyer Company shall cease buying Receivables Assets and other Related Rights from the related Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day date that is the later of (A) 90 days after the Mandatory Seller Termination Date and (B) the date on which there are no amounts payable hereunder by such Seller and no all amounts outstanding with respect to Seller Receivables previously sold by such Seller to the Buyer, whether such amounts Company have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall continue to be obligated to perform its servicing and other obligations hereunder and under the Transaction Documents to which it is a party with respect to Seller Receivables previously sold by such Seller to Buyerthe Company, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box AccountBox. (cb) A terminated Seller shall have no obligation From time to repurchase any Seller Receivables previously sold by it to Buyertime, but will have continuing obligations the Sellers, or the Master Servicer on behalf of the Sellers, may request in writing (with respect to such Receivables a copy to the extent such obligations arise hereunder Agent) that the Company designate one or under any Transaction Document more Sellers as Sellers that shall cease to which such Seller is be parties to this Agreement (a party, and shall be entitled to receive any settlement of any Purchase Price payment pursuant to the provisions of Article II hereof."Permissive Seller

Termination of a Seller. (a) Any Seller (other than Lyondell) shall be terminated as a Seller hereunder by the Buyer Company and with prior written notice to the Agent, on behalf of the PurchasersPurchaser, on the date such Seller ceases to be a wholly-owned direct or indirect Subsidiary of Cadmus (a "MANDATORY SELLER TERMINATION DATE"); provided that (i) on the occurrence of any event set forth in Section 7.1(f) aggregate Outstanding Balance of the Receivables Purchase Agreement as of any such Sellers which so cease to be wholly-owned Subsidiaries at such Seller, time (together with the aggregate Outstanding Balance of Receivables of all Sellers which have been terminated pursuant to this Section 9.3 within the preceding 90 days) shall not exceed 10% of the aggregate Outstanding Balance of all Receivables at such time and (ii) if the Company ceases to own, directly or indirectly, 100% of the Equity Interests of such Seller, or (iii) on five Business Days’ notice to such effect by the Agent (with the consent or at the request of the Required Purchasers) to the Buyer following the occurrence of any Event of Termination Date has not occurred and no Termination Date would occur as to such Seller (each a “Mandatory Seller Termination Date”)result thereof. From and after any Mandatory Seller Termination Date, the Buyer shall cease buying Receivable Assets from the related Seller. Each such Seller being terminated shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Receivables previously sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to Receivable Assets previously sold by such Seller to the Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account. (b) From time to time, the Sellers may request in writing (with a copy to the Agent) that the Buyer designate one or more Sellers as Sellers that cease to be parties to this Agreement (a “Permissive Seller Termination”); provided that no Event of Termination or Potential Event of Termination has occurred or will occur as a result thereof. Promptly after receipt of any such designation by the Agent and each other Seller, such Seller shall select a date, which date shall not be earlier than 15 Business Days after the date of receipt by the Agent of written notice of such designation, as such Seller’s “Permissive Seller Termination Date”; provided that such Permissive Seller Termination may not occur with respect to a Seller without the written consent of the Agent, on behalf of the Purchasers, if the aggregate Outstanding Balance of the Seller Receivables of such Original Seller exceeds 10% of the aggregate Outstanding Balance of all Seller Receivables of all Sellers as of the date of the Receivables Report received immediately prior to the date of such notice to the Agent. From and after any Permissive Seller Termination Date, the Buyer Company shall cease buying Receivables Assets and other Related Rights from the related Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day date that is the later of (A) 90 days after the Mandatory Seller Termination Date and (B) the date on which there are no amounts payable hereunder by such Seller and no all amounts outstanding with respect to Seller Receivables previously sold by such Seller to the Buyer, whether such amounts Company have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall continue to be obligated to perform its servicing and other obligations hereunder and under the Transaction Documents to which it is a party with respect to Seller Receivables previously sold by such Seller to Buyerthe Company, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box AccountBox. (b) From time to time, the Sellers, or the Master Servicer on behalf of the Sellers, may request in writing (with a copy to the Agent) that the Company designate one or more Sellers as Sellers that shall cease to be parties to this Agreement (a "PERMISSIVE SELLER TERMINATION"); provided that no Termination Date has occurred or will occur as a result thereof. Promptly after receipt of any such designation by the Company, the Agent and each other Seller, such Seller shall select a date, which date shall not be earlier than 30 days after the date of receipt by the Agent of written notice of such designation, as such Seller's "PERMISSIVE SELLER TERMINATION DATE"; provided that such Permissive Seller Termination may not occur with respect to a Seller without the written consent of the Agent, on behalf of the Purchaser, if the aggregate Outstanding Balance of the Receivables of such Seller exceeds 10% of the aggregate Outstanding Balance of all Receivables on the Reporting Date immediately preceding the date of such notice to the Agent. From and after any Permissive Seller Termination Date, the Company shall cease buying Receivables and other Related Rights from the related Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the date that is the later of (i) 90 days after the Permissive Seller Termination Date and (ii) the date on which all amounts outstanding with respect to Receivables previously sold by such Seller to the Company have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall continue to be obligated to perform its servicing and other obligations hereunder and under the Transaction Documents to which it is a party with respect to Receivables previously sold by such Seller to the Company, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box. (c) A terminated Seller's Obligations relating to breaches of its representations and warranties made in Article V, its indemnification obligations and payment provisions set forth in Article VIII and Section 10.6 and its agreement in Section 10.12 shall be continuing and shall survive any termination of a Seller shall have no obligation to repurchase any hereunder. Such terminated Seller Receivables previously sold by it to Buyer, but will have continuing obligations with respect to such any Receivables previously sold by it to the Company (including, without limitation, the payment of any Sale Indemnified Amounts) to the extent such obligations arise hereunder or under any Transaction Document to which such Seller is a party, and but otherwise shall have no obligation to repurchase any Receivables previously sold by it to the Company. A terminated Seller shall be entitled to receive any settlement of any Purchase Price payment Collections on reconveyed Receivables or other amounts pursuant to the provisions of Article II hereofSection 3.5.

Termination of a Seller. (a) Any Seller (other than LyondellChemtura) shall be terminated as a Seller hereunder by the Buyer and with prior written notice to the Agent, on behalf of the Purchasers, (i) on the occurrence of any event set forth in Section 7.1(f7.01(f) of the Receivables Purchase Agreement as to such Seller, (ii) if in the Company ceases to owncase of any Seller other than Chemtura, Chemtura no longer owns, directly or indirectly, 100% of the Equity Interests of such Seller, or (iii) on five Business Days’ notice to such effect by the Agent (with the consent or at the request of the Required Purchasers) to the Buyer following the occurrence of any Event of Termination as to such Seller (each a “Mandatory Seller Termination Date”). From and after any Mandatory Seller Termination Date, the Buyer shall cease buying Receivable Assets from the related Seller. Each such Seller being terminated shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Receivables previously sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to Receivable Assets previously sold by such Seller to the Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account or Deposit Account. (b) From time to time, the Sellers may request in writing (with a copy to the Agent) that the Buyer designate one or more Sellers as Sellers that cease to be parties to this Agreement (a “Permissive Seller Termination”); provided that no Event of Termination or Potential Event of Termination has occurred or will occur as a result thereof. Promptly after receipt of any such designation by the Agent and each other Seller, such Seller shall select a date, which date shall not be earlier than 15 Business Days after the date of receipt by the Agent of written notice of such designation, as such Seller’s “Permissive Seller Termination Date”; provided that such Permissive Seller Termination may not occur with respect to a Seller without the written consent of the Agent, on behalf of the Purchasers, if the aggregate Outstanding Balance of the Seller Receivables of such Original Seller exceeds 10% of the aggregate Outstanding Balance of all Seller Receivables of all Sellers as of the date of the Receivables Report received immediately prior to the date of such notice to the Agent. From and after any Permissive Seller Termination Date, the Buyer shall cease buying Receivables Assets from the related Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Receivables previously sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to Seller Receivables previously sold by such Seller to Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account or Deposit Account. (c) A terminated Seller shall have no obligation to repurchase any Seller Receivables previously sold by it to Buyer, but will have continuing obligations with respect to such Receivables to the extent such obligations arise hereunder or under any Transaction Document to which such Seller is a party, and shall be entitled to receive any settlement of any Purchase Price payment pursuant to the provisions of Article II hereof.

Termination of a Seller. (a) Any Seller (other than Lyondellincluding any Participating Divisions, but excluding MascoTech itself) shall be terminated as a Seller hereunder by the Buyer Company and with prior written notice to the Administrative Agent, on behalf of the PurchasersPurchaser, (i) on the occurrence of any event set forth in Section 7.1(f) of the Receivables Purchase Agreement as to such Seller, (ii) if the Company ceases to own, directly or indirectly, 100% of the Equity Interests of such Seller, or (iii) on five Business Days’ notice to such effect by the Agent (with the consent or at the request of the Required Purchasers) to the Buyer following the occurrence of any Event of Termination as to date such Seller (each including any Participating Division, but excluding MascoTech itself) ceases to be a “wholly-owned direct or indirect Subsidiary (or, in the case of a Participating Division, ceases to be a division) of MascoTech (a "Mandatory Seller Termination Date”"); provided that (i) the aggregate Unpaid Balance of the Transferred Receivables of any such terminated Seller or Participating Division (together with the Unpaid Balance of Transferred Receivables of all other terminated Sellers or Participating Divisions which have been terminated within the preceding 90 days) shall not exceed 10% of the aggregate Unpaid Balance of all Transferred Receivables at such time and (ii) the Termination Date has not occurred and no Termination Date would occur as a result thereof. From and after any Mandatory Seller Termination Date, the Buyer Company shall cease buying Receivable Assets Receivables and other Related Rights from the related Sellerterminated Seller or Participating Division. Each such terminated Seller being terminated or Participating Division shall be released as a Seller party or Participating Division with respect hereto for all purposes and in the case of a Seller shall cease to be a party hereto (or, in the case of a Participating Division, shall cease to be bound hereby) on the 91st 90th day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Transferred Receivables previously sold by such Seller or Participating Division to the BuyerCompany, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such SellerSeller or Participating Division. Prior to such day, each such terminated Seller shall be obligated to perform its servicing and other obligations hereunder and under the Transaction Documents to which it is a party with respect to Receivable Assets Transferred Receivables previously sold by such Seller to the BuyerCompany, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Lockbox Account. (b) From time to time, the Sellers Sellers, or the Master Servicer on behalf of the Sellers, may request in writing (with a copy to the Administrative Agent) (a "Designation Notice") that the Buyer Company designate one or more Sellers (including any Participating Divisions, but excluding MascoTech itself) as Sellers or Participating Divisions that shall cease to be Sellers or Participating Divisions, as applicable, under this Agreement and, in the case of such designated Sellers, shall cease to be parties to this Agreement (or, in the case of a “Participating Division, shall cease to be bound hereby) (a "Permissive Seller Termination”"); provided that no Event of Termination or Potential Event of Termination Date has occurred or will occur as a result thereof. Promptly after receipt of any such designation by the Company, the Administrative Agent and each other Seller, such designated Seller or Participating Division shall select a date, which date shall not be earlier than 15 Business Days 30 days after the date of receipt by the Administrative Agent of written notice of such designation, as the date of such Seller’s “'s or Participating Division's release as a Seller or Participating Division hereunder (a "Permissive Seller Termination Date”"); provided that such Permissive Seller Termination may not occur with respect to a Seller or Participating Division without the written consent of the Administrative Agent, on behalf of the PurchasersPurchaser, if the aggregate Outstanding Unpaid Balance of the Seller Transferred Receivables of such Original Seller or Participating Division exceeds 10% of the aggregate Outstanding Unpaid Balance of all Seller Transferred Receivables of all Sellers as of on the date of the Receivables Report received Reporting Date immediately prior to preceding the date of such notice Designation Notice to the Administrative Agent. From and after any Permissive Seller Termination Date, the Buyer Company shall cease buying Receivables Assets and other Related Rights from the related Sellerterminated Seller or Participating Division. Each such terminated Seller or Participating Division shall be released as a Seller party or Participating Division with respect hereto for all purposes and in the case of a Seller shall cease to be a party hereto (or, in the case of a Participating Division, shall cease to be bound hereby) on the 91st 90th day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to Seller Transferred Receivables previously sold by such Seller or Participating Division to the BuyerCompany, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such SellerSeller or Participating Division. Prior to such day, such Seller shall be obligated to perform its servicing and other obligations hereunder and under the Transaction Documents to which it is a party with respect to Seller Transferred Receivables previously sold by such Seller to Buyerthe Company, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Lockbox Account. (c) A terminated Seller shall have no obligation to repurchase any Seller Receivables previously sold by it to Buyer, but will have continuing obligations with respect to such Receivables to the extent such obligations arise hereunder or under any Transaction Document to which such Seller is a party, and shall be entitled to receive any settlement of any Purchase Price payment pursuant to the provisions of Article II hereof.