Amendment to Section 12. The last sentence of Section 12 shall be deemed to have been deleted and the following sentence shall be deemed to have been inserted in its place: “Except as expressly provided in this Agreement and subject to Section 18(b), payments made pursuant to this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim which Olin and its subsidiaries and affiliates may have against Executive.”
Amendment to Section 12. 04. --------------------------- The first sentence of Section 12.04 is hereby amended and restated in its entirety to read as follows: Upon the termination of the Sellers' obligations and responsibilities with respect to the Trust pursuant to Section 12.01 and the surrender, if applicable, of any certificated Seller Certificate, the Trustee shall sell, assign, and convey to the Holder of the Seller Certificate (without recourse, representation or warranty except for the warranty that since the date of transfer by the Seller under this Agreement the Trustee has not sold, transferred or encumbered any such Receivables or interest therein) all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, and all proceeds thereof and Insurance Proceeds relating thereto except, if applicable, for amounts held by the Trustee pursuant to subsection 12.03(b).