(D)
THE SELLER SHALL MAINTAIN A SUFFICIENT
NUMBER OF EMPLOYEES IN LIGHT OF ITS CONTEMPLATED BUSINESS OPERATIONS AND
COMPENSATE ALL EMPLOYEES, CONSULTANTS AND AGENTS DIRECTLY, FROM ITS OWN FUNDS,
FOR SERVICES PROVIDED TO THE SELLER BY SUCH EMPLOYEES, CONSULTANTS AND AGENTS.
SUBJECT TO THE FIRST SENTENCE OF THIS CLAUSE (D), THE SELLER WILL NOT ENGAGE ANY
AGENTS OTHER THAN ITS ATTORNEYS, AUDITORS AND OTHER PROFESSIONALS, AND A
SERVICER AND ANY OTHER AGENT CONTEMPLATED BY THE TRANSACTION DOCUMENTS FOR THE
RECEIVABLES POOL.
THE SERVICERS WILL BE FULLY COMPENSATED FOR ITS SERVICES BY
PAYMENT OF THE SERVICER'S FEE, AND CERTAIN ORGANIZATIONAL EXPENSES IN CONNECTION
WITH THE FORMATION OF SELLER;
(E)
THE SELLER WILL CONTRACT WITH THE SERVICERS
TO PERFORM FOR THE SELLER ALL OPERATIONS REQUIRED ON A DAILY BASIS TO SERVICE
THE RECEIVABLES POOL.
THE SELLER WILL PAY THE SERVICERS THE SERVICER'S FEE
PURSUANT HERETO.
THE SELLER WILL NOT INCUR ANY MATERIAL INDIRECT OR OVERHEAD
EXPENSES FOR ITEMS SHARED WITH GEORGIA GULF OR GGCV (OR ANY OTHER AFFILIATE
THEREOF) WHICH ARE NOT REFLECTED IN THE SERVICER'S FEE.
TO THE EXTENT, IF ANY,
THAT THE SELLER (OR ANY OTHER AFFILIATE THEREOF) SHARE ITEMS OF EXPENSES NOT
REFLECTED IN THE SERVICER'S FEE, FOR LEGAL, AUDITING AND OTHER PROFESSIONAL
SERVICES AND DIRECTORS' FEES, SUCH EXPENSES WILL BE ALLOCATED FAIRLY AND
REASONABLY ON THE BASIS OF ACTUAL USE OR THE VALUE OF SERVICES RENDERED, AND
OTHERWISE ON A BASIS REASONABLY RELATED TO THE ACTUAL USE OR THE VALUE OF
SERVICES RENDERED, IT BEING UNDERSTOOD THAT GEORGIA GULF OR GGCV SHALL PAY ALL
EXPENSES RELATING TO THE PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY OF THE
TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, LEGAL, RATING AGENCY AND
OTHER FEES;
(F)
THE SELLER'S OPERATING EXPENSES WILL NOT
BE PAID BY ANY OTHER SELLER PARTY OR OTHER AFFILIATE OF THE SELLER AND ALL OF
ITS LIABILITIES WILL BE PAID OUT OF ITS OWN FUNDS;
(G)
THE SELLER WILL HAVE ITS OWN STATIONERY,
INVOICES AND CHECKS;
(H)
THE BOOKS OF ACCOUNT, FINANCIAL REPORTS AND
CORPORATE RECORDS OF THE SELLER WILL BE MAINTAINED SEPARATELY FROM ANY OTHER
PERSON;
(I)
ANY FINANCIAL STATEMENTS OF ANY SELLER
PARTY OR AFFILIATE THEREOF WHICH ARE CONSOLIDATED TO INCLUDE THE SELLER WILL
CONTAIN NOTES IN ACCORDANCE WITH GAAP REFLECTING, AND THE ACCOUNTING RECORDS AND
THE PUBLISHED FINANCIAL STATEMENTS OF THE ORIGINATORS WILL CLEARLY SHOW, THAT,
FOR ACCOUNTING PURPOSES, THE POOL RECEIVABLES AND RELATED ASSETS HAVE BEEN SOLD
BY THE ORIGINATORS TO THE SELLER;
(J)
THE SELLER'S ASSETS WILL BE MAINTAINED
IN A MANNER THAT FACILITATES THEIR IDENTIFICATION AND SEGREGATION FROM THOSE OF
THE SERVICERS AND THE OTHER AFFILIATES;
(K)
THE SELLER WILL OBSERVE ALL CORPORATE
FORMALITIES REQUIRED BY ITS CERTIFICATE OF INCORPORATION.
EACH AFFILIATE OF THE
SELLER WILL STRICTLY OBSERVE CORPORATE FORMALITIES IN ITS DEALINGS WITH THE
SELLER, AND, EXCEPT AS PERMITTED PURSUANT TO THIS AGREEMENT WITH RESPECT TO
COLLECTIONS, FUNDS OR OTHER ASSETS OF THE SELLER WILL NOT BE COMMINGLED WITH
THOSE OF ANY OTHER PERSON;
31
(L)
NO AFFILIATE OF THE SELLER WILL MAINTAIN
JOINT BANK ACCOUNTS