WITH THE SELLER OR OTHER DEPOSITORY ACCOUNTS WITH THE SELLER
TO WHICH ANY SUCH AFFILIATE (OTHER THAN IN ITS CAPACITY AS THE SERVICER
HEREUNDER OR UNDER THE SALE AGREEMENT) HAS INDEPENDENT ACCESS;
(M)
NO AFFILIATE OF THE SELLER SHALL, DIRECTLY OR
INDIRECTLY, NAME THE SELLER OR ENTER INTO ANY AGREEMENT TO NAME THE SELLER AS A
DIRECT OR CONTINGENT BENEFICIARY OR LOSS PAYEE ON ANY INSURANCE POLICY COVERING
THE PROPERTY OF ANY AFFILIATE OF THE SELLER;
(N)
EACH AFFILIATE OF THE SELLER WILL MAINTAIN
ARM'S LENGTH RELATIONSHIPS WITH THE SELLER, AND EACH AFFILIATE OF THE SELLER
THAT RENDERS OR OTHERWISE FURNISHES SERVICES OR MERCHANDISE TO THE SELLER WILL
BE COMPENSATED BY THE SELLER AT MARKET RATES FOR SUCH SERVICES OR MERCHANDISE;
(O)
NO AFFILIATE OF THE SELLER WILL BE, NOR WILL
IT HOLD ITSELF OUT TO BE, RESPONSIBLE FOR THE DEBTS OF THE SELLER OR THE
DECISIONS OR ACTIONS IN RESPECT OF THE DAILY BUSINESS AND AFFAIRS OF THE
SELLER.
GEORGIA GULF, GGCV AND THE SELLER WILL IMMEDIATELY CORRECT ANY KNOWN
MISREPRESENTATION WITH RESPECT TO THE FOREGOING AND THEY WILL NOT OPERATE OR
PURPORT TO OPERATE AS AN INTEGRATED SINGLE ECONOMIC UNIT WITH RESPECT TO EACH
OTHER OR IN THEIR DEALING WITH ANY OTHER ENTITY.
THE SELLER WILL NOT (I)
GUARANTEE OR BECOME OBLIGATED FOR THE DEBTS OF ANY OTHER PERSON OR HOLD OUT ITS
CREDIT AS BEING AVAILABLE TO SATISFY THE OBLIGATIONS OF OTHERS, (II) ACQUIRE
OBLIGATIONS OR SECURITIES OF ITS SHAREHOLDERS OR AFFILIATES OR (III) PLEDGE ITS
ASSETS FOR THE BENEFIT OF ANY OTHER PERSON OR MAKE ANY LOANS OR ADVANCES TO ANY
OTHER PERSON;
(P)
THE SELLER WILL KEEP CORRECT AND COMPLETE
BOOKS AND RECORDS OF ACCOUNT AND MINUTES OF THE MEETINGS AND OTHER PROCEEDINGS
OF ITS STOCKHOLDER AND BOARD OF DIRECTORS, AS APPLICABLE, AND THE RESOLUTIONS,
AGREEMENTS AND OTHER INSTRUMENTS OF THE SELLER WILL BE CONTINUOUSLY MAINTAINED
AS OFFICIAL RECORDS BY THE SELLER;
(Q)
EACH OF THE SELLER, ON THE ONE HAND, AND THE
ORIGINATORS, ON THE OTHER HAND, WILL CONDUCT ITS BUSINESS SOLELY IN ITS OWN
CORPORATE NAME AND IN SUCH A SEPARATE MANNER SO AS NOT TO MISLEAD OTHERS WITH
WHOM THEY ARE DEALING AND WILL CORRECT ANY KNOWN MISUNDERSTANDING REGARDING SUCH
PERSON'S SEPARATE IDENTITY; AND
(R)
THE SELLER WILL MAINTAIN ADEQUATE CAPITAL
IN LIGHT OF ITS CONTEMPLATED BUSINESS OPERATIONS AS REASONABLY DETERMINED BY THE
SELLER FROM TIME TO TIME.
ARTICLE VIII
ADMINISTRATION AND COLLECTION
SECTION 8.1
DESIGNATION OF SERVICERS.
(A)
GEORGIA GULF AND GGCV AS INITIAL
SERVICERS.
THE SERVICING, ADMINISTERING AND COLLECTION OF THE POOL RECEIVABLES
SHALL BE CONDUCTED BY THE PERSONS DESIGNATED AS SERVICERS HEREUNDER FROM TIME TO
TIME IN ACCORDANCE WITH THIS SECTION 8.1.
UNTIL THE ADMINISTRATIVE AGENT AT THE
REQUEST OF THE AGENTS, ON PURCHASERS' BEHALF, GIVES TO GEORGIA GULF AND/OR GGCV
A SUCCESSOR NOTICE (AS DEFINED IN SECTION 8.1(B)), GEORGIA GULF AND GGCV ARE
HEREBY DESIGNATED
32
AS, AND HEREBY AGREE TO PERFORM THE DUTIES AND OBLIGATIONS OF, SERVICER PURSUANT
TO THE TERMS HEREOF.
(B)
SUCCESSOR NOTICE:
SERVICER