PARTIES, WITH RESULTS AS OF A
DATE WITHIN THIRTY (30) DAYS PRIOR TO THE CLOSING DATE, LISTING ALL EFFECTIVE
FINANCING STATEMENTS THAT NAME ANY SELLER PARTY AS DEBTOR AND THAT ARE FILED IN
THE JURISDICTIONS IN WHICH FILINGS WERE MADE PURSUANT TO SUBSECTION (F) ABOVE
AND IN SUCH OTHER JURISDICTIONS THAT THE ADMINISTRATIVE AGENT SHALL REASONABLY
REQUEST, TOGETHER WITH COPIES OF SUCH FINANCING STATEMENTS (NONE OF WHICH (OTHER
THAN ANY OF THE FINANCING STATEMENTS DESCRIBED IN SUBSECTION (F) ABOVE) SHALL
COVER ANY RECEIVABLES OR RELATED ASSETS);
(H)
THE SUBORDINATED NOTES, DULY EXECUTED BY
SELLER;
(I)
A FAVORABLE OPINION OF JONES DAY,
COUNSEL TO THE SELLER PARTIES, AS TO:
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(I)
THE EXISTENCE OF A "TRUE SALE" OF THE
RECEIVABLES FROM THE ORIGINATORS TO THE SELLER UNDER THE SALE AGREEMENT;
(II)
THE INAPPLICABILITY OF THE DOCTRINE OF
SUBSTANTIVE CONSOLIDATION TO THE SELLER, GEORGIA GULF AND GGCV IN CONNECTION
WITH ANY BANKRUPTCY PROCEEDING INVOLVING ANY SELLER PARTY;
(III)
THE CREATION OR EXISTENCE OF A FIRST
PRIORITY PERFECTED SECURITY INTEREST IN FAVOR OF THE PURCHASERS IN (A) ALL THE
POOL RECEIVABLES AND RELATED ASSETS (AND INCLUDING SPECIFICALLY ANY UNDIVIDED
INTEREST THEREIN RETAINED BY THE SELLER HEREUNDER), (B) THE RIGHTS OF THE SELLER
IN, TO AND UNDER THE SALE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND (C)
ALL PROCEEDS OF ANY OF THE FOREGOING;
(IV)
DUE AUTHORIZATION, EXECUTION, DELIVERY,
ENFORCEABILITY AND OTHER CORPORATE MATTERS OF THE SELLER PARTIES AS TO THE
TRANSACTION DOCUMENTS; AND
(V)
SUCH OTHER MATTERS AS THE ADMINISTRATIVE
AGENT, ACTING ON BEHALF OF THE SECURED PARTIES, MAY REASONABLY REQUEST.
(J)
A PRO FORMA INFORMATION PACKAGE,
PREPARED AS OF THE CUT-OFF DATE OF SEPTEMBER 30, 2004;
(K)
A REPORT IN FORM AND SUBSTANCE SATISFACTORY
TO EACH PURCHASER AGENT, ON THE RELATED PURCHASER'S BEHALF, FROM THE INITIAL DUE
DILIGENCE AUDITOR AS TO A PRE-CLOSING DUE DILIGENCE AUDIT BY THE INITIAL DUE
DILIGENCE AUDITOR (SUCH REPORT AND ANY AMENDMENT, SUPPLEMENT, UPDATE OR OTHER
MODIFICATION, THE "DUE DILIGENCE REPORT");
(L)
THE BLUE RIDGE LIQUIDITY AGREEMENT, IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, ON THE PURCHASERS'
BEHALF, DULY EXECUTED BY EACH OF THE PARTIES THERETO;
(M)
THE VICTORY LIQUIDITY AGREEMENT, IN FORM AND
SUBSTANCE SATISFACTORY TO THE VICTORY PURCHASER AGENT, DULY EXECUTED BY EACH OF
THE PARTIES THERETO;
(N)
WITH RESPECT TO GEORGIA GULF AND GGCV, A
CONSOLIDATED BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF CASHFLOWS AS AT
DECEMBER 31, 2003 AND JUNE 30, 2004, RESPECTIVELY, AND WITH RESPECT TO THE
SELLER, A BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF CASHFLOWS AS AT
DECEMBER 31, 2003 AND JUNE 30, 2004, RESPECTIVELY, EACH OF THE FOREGOING
TOGETHER WITH A CERTIFICATION OF THE CHIEF FINANCIAL OFFICER, TREASURER OR
CORPORATE CONTROLLER IN THE FORM ATTACHED HERETO AS EXHIBIT B;
(O)
THE ADMINISTRATIVE AGENT AND THE PURCHASER
AGENTS SHALL HAVE RECEIVED COPIES OF A LOCK-BOX AGREEMENT FOR EACH LOCK-BOX
ACCOUNT, DULY EXECUTED BY EACH OF THE PARTIES THERETO.
(P)
SUCH OTHER AGREEMENTS, INSTRUMENTS,
CERTIFICATES, OPINIONS AND OTHER DOCUMENTS AS ANY PURCHASER AGENT MAY REASONABLY
REQUEST.
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