OR LIABILITY ON ACCOUNT OF DEPOSITS OR
ADVANCES OR FOR BORROWED MONEY OR FOR THE DEFERRED PURCHASE PRICE OF ANY
PROPERTY OR SERVICES, EXCEPT (I) INDEBTEDNESS OF SELLER TO THE ORIGINATORS
INCURRED IN ACCORDANCE WITH THE SALE AGREEMENT, (II) CURRENT ACCOUNTS PAYABLE
ARISING UNDER THE TRANSACTION DOCUMENTS AND NOT OVERDUE AND (III) OTHER CURRENT
ACCOUNTS PAYABLE ARISING IN THE ORDINARY COURSE OF BUSINESS AND NOT OVERDUE, IN
AN AGGREGATE AMOUNT AT ANY TIME OUTSTANDING NOT TO EXCEED $4,500.
(I)
NEGATIVE PLEDGES.
NO SELLER PARTY WILL
ENTER INTO OR ASSUME ANY AGREEMENT (OTHER THAN THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS) PROHIBITING THE CREATION OR ASSUMPTION OF ANY LIEN UPON
ANY POOL RECEIVABLES OR RELATED ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED,
EXCEPT AS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, OR OTHERWISE PROHIBITING OR
RESTRICTING ANY TRANSACTION CONTEMPLATED HEREBY OR BY THE OTHER TRANSACTION
DOCUMENTS.
(J)
CHANGE OF NAME.
SELLER WILL NOT CHANGE
ITS NAME, ANY TRADE NAME OR CORPORATE STRUCTURE, OR COMMENCE THE USE OF ANY NEW
TRADE NAME UNLESS IT HAS GIVEN THE AGENTS AT LEAST 30 DAYS PRIOR WRITTEN NOTICE
THEREOF AND HAS TAKEN ALL STEPS NECESSARY TO CONTINUE THE PERFECTION OF THE
PURCHASERS' INTEREST, INCLUDING THE FILING OF AMENDMENTS TO THE UCC FINANCING
STATEMENTS FILED PURSUANT TO SECTION 5.1(F).
(K)
MERGERS, CONSOLIDATIONS AND ACQUISITIONS.
THE SELLER WILL NOT MERGE INTO OR CONSOLIDATE WITH ANY OTHER PERSON, OR PERMIT
ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE WITH IT, OR PURCHASE, LEASE OR
OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS) ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF ANY OTHER PERSON (WHETHER DIRECTLY BY
PURCHASE, LEASE OR OTHER ACQUISITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS
OF SUCH PERSON OR INDIRECTLY BY PURCHASE OR OTHER ACQUISITION OF ALL OR
SUBSTANTIALLY ALL OF THE CAPITAL STOCK OF SUCH OTHER PERSON) OTHER THAN THE
ACQUISITION OF THE RECEIVABLES AND RELATED ASSETS PURSUANT TO THE SALE AGREEMENT
AND THE SALE OF AN INTEREST IN THE POOL RECEIVABLES AND RELATED ASSETS
HEREUNDER.
(L)
DISPOSITION OF ASSETS.
EXCEPT PURSUANT
TO THIS AGREEMENT, THE SELLER WILL NOT SELL, LEASE, TRANSFER, ASSIGN OR
OTHERWISE DISPOSE OF (IN ONE TRANSACTION OR IN A SERIES OF TRANSACTIONS) ANY
RECEIVABLES AND RELATED ASSETS.
(M)
AMENDMENTS TO OTHER AGREEMENTS.
THE SELLER
HEREBY COVENANTS AND AGREES WITH THE PURCHASERS THAT, FOR SO LONG AS THE
AGREEMENT IS IN EFFECT, UNLESS EACH OF THE AGENTS OTHERWISE CONSENTS IN WRITING,
THE SELLER WILL NOT AGREE TO PERMIT GEORGIA GULF OR GGCV TO AMEND, AGREE TO
29
PERMIT ANY SUCH PERSON TO AMEND OR CONSENT TO THE AMENDMENT OF (I) THE
DEFINITION OF "PERMITTED RECEIVABLES TRANSACTION" IN SECTION 1.01 OF THE CREDIT
AGREEMENT, (II) THE DEFINITION OF "TRANSFERRED RECEIVABLES" IN SECTION 1.1 OF
THE COLLATERAL AGREEMENT, (III) SECTION 7(A) OF THE COLLATERAL AGREEMENT OR (IV)
THE CREDIT AGREEMENT OR THE COLLATERAL AGREEMENT IN A MANNER THAT WOULD CAUSE A
BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT BY EITHER THE SELLER, GEORGIA
GULF OR GGCV UNDER THIS AGREEMENT OR ANY