OR
REGULATION APPLICABLE TO SUCH SELLER PARTY OF ANY COURT OR OF ANY FEDERAL OR
STATE REGULATORY BODY, ADMINISTRATIVE AGENCY, OR OTHER GOVERNMENTAL
INSTRUMENTALITY HAVING JURISDICTION OVER SUCH SELLER PARTY OR ANY OF ITS
PROPERTIES.
20
(F)
NO PROCEEDINGS.
EXCEPT AS SET FORTH IN
THE ANNUAL REPORT OF GEORGIA GULF AND ITS SUBSIDIARIES ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2003, OR IN ANY DOCUMENT FILED PRIOR TO THE DATE OF THIS
AGREEMENT PURSUANT TO SECTION 13(A), 14 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934, THERE ARE NO PROCEEDINGS OR INVESTIGATIONS PENDING, OR, TO SUCH SELLER
PARTY'S KNOWLEDGE, THREATENED, BEFORE ANY COURT, REGULATORY BODY, ADMINISTRATIVE
AGENCY, OR OTHER TRIBUNAL OR GOVERNMENTAL INSTRUMENTALITY (I) ASSERTING THE
INVALIDITY OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, (II) SEEKING TO
PREVENT THE SALE AND ASSIGNMENT OF THE RECEIVABLES UNDER THE SALE AGREEMENT OR
OF THE ASSET INTEREST UNDER THIS AGREEMENT OR THE CONSUMMATION OF ANY OF THE
OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT, OR (III) THAT WOULD HAVE A MATERIAL ADVERSE EFFECT.
(G)
BULK SALES ACT.
NO TRANSACTION CONTEMPLATED
HEREBY REQUIRES COMPLIANCE WITH ANY BULK SALES ACT OR SIMILAR LAW.
(H)
GOVERNMENT APPROVALS.
NO AUTHORIZATION OR
APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL
AUTHORITY OR REGULATORY BODY IS REQUIRED FOR THE DUE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCH SELLER PARTY OF THIS AGREEMENT AND EACH OTHER TRANSACTION
DOCUMENT TO WHICH IT IS A PARTY, EXCEPT, IN THE CASE OF THE SELLER, FOR (I) THE
FILING OF THE AMENDMENTS TO THE UCC FINANCING STATEMENTS REFERRED TO IN
ARTICLE V, AND (II) THE FILING OF ANY UCC CONTINUATION STATEMENTS AND AMENDMENTS
FROM TIME TO TIME REQUIRED IN RELATION TO ANY UCC FINANCING STATEMENTS FILED IN
CONNECTION WITH THIS AGREEMENT, AS PROVIDED IN SECTION 8.5, ALL OF WHICH, AT THE
TIME REQUIRED IN ARTICLE V OR SECTION 8.5, AS APPLICABLE, SHALL HAVE BEEN DULY
MADE AND SHALL BE IN FULL FORCE AND EFFECT.
(I)
FINANCIAL CONDITION.
(I) THE
CONSOLIDATED BALANCE SHEETS OF GEORGIA GULF AND ITS CONSOLIDATED SUBSIDIARIES AS
AT DECEMBER 31, 2003 AND JUNE 30, 2004, RESPECTIVELY, AND THE RELATED STATEMENTS
OF INCOME AND SHAREHOLDERS' EQUITY OF GEORGIA GULF AND ITS CONSOLIDATED
SUBSIDIARIES FOR THE FISCAL PERIOD THEN ENDED, CERTIFIED BY DELOITTE & TOUCHE,
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, COPIES OF EACH OF WHICH HAVE BEEN
FURNISHED TO THE AGENTS, FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL CONDITION OF GEORGIA GULF AND ITS CONSOLIDATED
SUBSIDIARIES AS AT SUCH DATES AND THE CONSOLIDATED RESULTS OF THE OPERATIONS OF
GEORGIA GULF AND ITS CONSOLIDATED SUBSIDIARIES FOR THE PERIOD ENDED ON SUCH
DATES, ALL IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, (II) SINCE DECEMBER 31,
2003 AND JUNE 30, 2004, RESPECTIVELY, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE
IN ANY SUCH FINANCIAL CONDITION, BUSINESS OR OPERATIONS EXCEPT AS DESCRIBED IN
SCHEDULE 6.1(I), (III) THE BALANCE SHEETS OF THE SELLER AS AT DECEMBER 31, 2003
AND JUNE 30, 2004, RESPECTIVELY, CERTIFIED BY