Common use of Separate Corporate Existence of Seller Clause in Contracts

Separate Corporate Existence of Seller. Each Seller Party hereby acknowledges that Purchaser, the Administrator and the Relationship Bank are entering into the transactions contemplated hereby in reliance upon Seller's identity as a legal entity separate from Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Administrator or the Relationship Bank to continue Seller's identity as a separate legal entity and to make it apparent to third Persons that Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Inacom or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (i) Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Pool Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) Not less than one member of Seller's Board of Directors (the "Independent Director") shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Inacom or any of its Affiliates. The certificate of incorporation of Seller shall provide that (i) Seller's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action and (ii) such provisions cannot be amended without the prior written consent of the Independent Director; (iii) The Independent Director shall not at any time serve as a trustee in bankruptcy for Seller or any Affiliate thereof; (iv) Any employee, consultant or agent of Seller will be compensated from Seller's funds for services provided to Seller. 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, which servicer will be fully compensated for its services by payment of the Servicer's Fee; (v) Seller will contract with Servicer to perform for Seller all operations required on a daily basis to service the Receivables Pool. Seller will pay Servicer the Servicer's Fee pursuant hereto. Seller will not incur any material indirect or overhead expenses for items shared with Inacom (or any other Affiliate thereof) which are not reflected in the Servicer's Fee. To the extent, if any, that 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 to the extent practical 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 Inacom shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, agency and other fees; (vi) Seller's operating expenses will not be paid by any other Seller Party or other Affiliate of Seller; (vii) Seller will have its own stationery; (viii) The books of account, financial reports and corporate records of Seller will be maintained separately from those of Servicer and any other Affiliate of Seller; (ix) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include Seller will contain detailed notes clearly stating that (A) all of Seller's assets are owned by Seller, and (B) Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of Seller's assets prior to any value in Seller becoming available to Seller's equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Assets have been sold by the Originators to the Seller; (x) Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of Servicer and the other Affiliates; (xi) Each Affiliate of Seller will strictly observe corporate formalities in its dealings with Seller, and funds or other assets of Seller will not be commingled with those of any of its Affiliates; (xii) No Affiliate of Seller will maintain joint bank accounts with Seller or other depository accounts with Seller to which any such Affiliate (other than in its capacity as the Servicer hereunder or under the Sale Agreement) has independent access; (xiii) No Affiliate of Seller shall, directly or indirectly, name Seller or enter into any agreement to name Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of Seller; (xiv) No Affiliate of Seller will at any time pool any of its funds with any funds of Seller; (xv) Each Affiliate of Seller will maintain arm's- length relationships with Seller, and each Affiliate of Seller that renders or otherwise furnishes services or merchandise to Seller will be compensated by Seller at market rates for such services or merchandise; (xvi) No Affiliate of Seller will be, nor will it hold itself out to be, responsible for the debts of Seller or the decisions or actions in respect of the daily business and affairs of Seller. Inacom and 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; (xvii) 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 Seller will be continuously maintained as official records by Seller; and (xviii) Each of 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.

Separate Corporate Existence of Seller. Each Seller Party hereby acknowledges that Purchaser, Purchaser and the Administrator and the Relationship Bank are entering into the transactions contemplated hereby in reliance upon Seller's identity as a legal entity separate from Servicer Servicer, each Subservicer, Parent and its their other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by will, and, in the Administrator or the Relationship Bank to continue Seller's identity as a separate legal entity case of each of Parent, Servicer and to make it apparent to third Persons that Seller is an entity with assets and liabilities distinct from those of each Subservicer, will cause its AffiliatesSubsidiaries to, and is not a division of Inacom or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (i) Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Pool Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) Not less than one member of Seller's Board of Directors (the "Independent Director") shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Inacom or any of its Affiliates. The certificate of incorporation of Seller shall provide that (i) Seller's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action and (ii) such provisions cannot be amended without the prior written consent of the Independent Director; (iii) The Independent Director shall not at any time serve as a trustee in bankruptcy for Seller or any Affiliate thereof; (iv) Any employee, consultant or agent of Seller will be compensated from Seller's funds for services provided to Seller. 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, which servicer will be fully compensated for its services by payment of the Servicer's Fee; (v) Seller will contract with Servicer to perform for Seller all operations required on a daily basis to service the Receivables Pool. Seller will pay Servicer the Servicer's Fee pursuant hereto. Seller will not incur any material indirect or overhead expenses for items shared with Inacom (or any other Affiliate thereof) which are not reflected in the Servicer's Fee. To the extent, if any, that 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 to the extent practical 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 Inacom shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, agency and other fees; (vi) Seller's operating expenses will not be paid by any other Seller Party or other Affiliate of Seller; (viiii) Seller will have its own separate mailing address and stationery; (viiiiii) The books of account, financial reports and corporate records of Seller will be maintained separately from those of Servicer Servicer, each Subservicer and any other Affiliate of Seller; (ixiv) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include Seller will contain detailed notes clearly stating that (A) all of Seller's assets are owned by Seller, and (B) Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of Seller's assets prior to any value in Seller becoming available to Seller's equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Assets have been sold by the Originators to the Seller; (xv) Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of Servicer Servicer, each Subservicer and the other Affiliates; (xivi) Each Affiliate of Seller will strictly observe corporate formalities in its dealings with Seller, and funds or other assets of Seller will not be commingled with those of any of its Affiliates; (xiivii) No Affiliate of Seller will maintain joint bank accounts with Seller or other depository accounts with Seller to which any such Affiliate (other than in its capacity as the Servicer hereunder or under the Sale Agreement) has independent access; (xiiiviii) No Affiliate of Seller shall, directly or indirectly, name Seller or enter into any agreement to name Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of Seller; (xivix) No Affiliate of Seller will at any time pool any of its funds with any funds of Seller; (xvx) Each Affiliate of Seller will maintain arm's- arm's-length relationships with Seller, and each Affiliate of Seller that renders or otherwise furnishes services or merchandise to Seller will be compensated by Seller at market rates for such services or merchandise;; and (xvixi) No Affiliate of Seller will be, nor will it hold itself out to be, responsible for the debts of Seller or the decisions or actions in respect of the daily business and affairs of Seller. Inacom and 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; (xvii) 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 Seller will be continuously maintained as official records by Seller; and (xviii) Each of 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.

Separate Corporate Existence of Seller. Each The Seller Party and -------------------------------------- the Servicer each hereby acknowledges that Purchaser, the Administrator Purchaser and the Relationship Bank Agent are entering into the transactions contemplated hereby in reliance upon the Seller's identity as a legal entity separate from Servicer the Originator (individually and as Servicer) and its other Affiliates. Therefore, the Seller and the Servicer each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Administrator or the Relationship Bank to continue Seller's identity as a separate legal entity and to make it apparent to third Persons that Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Inacom or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (i) Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Pool Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) Not less than one member of Seller's Board of Directors (the "Independent Director") shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Inacom or any of its Affiliates. The certificate of incorporation of Seller shall provide that (i) Seller's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action and (ii) such provisions cannot be amended without the prior written consent of the Independent Director; (iiia) The Independent Director shall not at any time serve as a trustee in bankruptcy for Seller or any Affiliate thereof; (iv) Any employee, consultant or agent of Seller will be compensated from Seller's funds for services provided to Seller. 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, which servicer will be fully compensated for its services by payment of the Servicer's Fee; (v) Seller will contract with Servicer to perform for Seller all operations required on a daily basis to service the Receivables Pool. Seller will pay Servicer the Servicer's Fee pursuant hereto. Seller will not incur any material indirect or overhead expenses for items shared with Inacom (or any other Affiliate thereof) which are not reflected in the Servicer's Fee. To the extent, if any, that 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 to the extent practical 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 Inacom shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, agency and other fees; (vi) Seller's operating expenses will not be paid by the Originator or any other Seller Party or other Affiliate of the Seller; (viib) The Seller will have its own stationerystationery and bank checks and, if it uses premises leased, owned or occupied by the Originator or any of its other Affiliates, its portion of such premises will be defined and separately identified and it will pay the Originator or such Affiliate, as applicable, reasonable compensation for the use of such premises; (viiic) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of Servicer each of the Originator and any other Affiliate of Seller; (ix) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include Seller will contain detailed notes clearly stating that (A) all of Seller's assets are owned by Seller, and (B) Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of Seller's assets prior to any value in Seller becoming available to Seller's equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Assets have been sold by the Originators to the Seller; (xd) Any financial reports required of the Seller will comply with generally accepted accounting principles and are issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates; (e) The Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of Servicer the Originator and the any other Affiliates; (xif) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and the Seller will strictly observe corporate formalities in its dealings with any of its Affiliates, and funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (xiig) No Affiliate of the Seller will maintain joint bank accounts 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 Receivables Transfer Agreement) has independent access, or will otherwise commingle its funds with those of the Seller; (xiiih) 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 such Affiliate or any other Affiliate of the Seller; it being understood and agreed that the Seller may be named as a beneficiary or loss payee under any umbrella insurance policy covering the property of the Originator and its Subsidiaries; provided that the Seller shall reimburse the Originator for a reasonably allocated portion of the insurance premiums; (xiv) No Affiliate of Seller will at any time pool any of its funds with any funds of Seller; (xvi) Each Affiliate of the Seller will maintain arm's- 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;; and (xvij) 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. Inacom and 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; (xvii) 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 Seller will be continuously maintained as official records by Seller; and (xviii) Each not be, nor will it hold itself out to be, responsible for the debts of Seller, on any of its Affiliates or the one hand, decisions or actions in respect of the daily business and the Originators, on the other hand, will conduct affairs of any of its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingAffiliates.

Separate Corporate Existence of Seller. Each Seller Party hereby acknowledges that Purchaser, the Administrator Purchaser and the Relationship Bank Administrative Agent are entering into the transactions contemplated hereby in reliance upon the Seller's identity as a legal entity separate from Servicer the Servicers and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Administrator or the Relationship Bank Administrative Agent to continue the Seller's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Inacom Georgia Gulf or GGCV or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ia) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) Not The Seller shall have a Board of Directors of at least three (3) members and not less than one member of Seller's Board of Directors (the "Independent Director") shall be an individual who is not, and never has beennot been at any time during the preceding five (5) years: (i) a creditor, supplier, director, officer, employee, family member, manager or contractor of Georgia Gulf, GGCV, any Originator or any of their respective Subsidiaries or Affiliates (other than Seller), (ii) a direct, direct or indirect or beneficial stockholderowner, excluding de minimus ownership interests, (at the time of such individual's appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of any of the outstanding common shares of Seller, Georgia Gulf, GGCV, any Originator, or any of their respective Subsidiaries or Affiliates, having general voting rights, or (iii) a person who controls (whether directly, indirectly or otherwise) Georgia Gulf, GGCV, any Originator or any of their respective Subsidiaries or Affiliates (other than Seller) or any creditor, supplier, employee, officer, director, employeemanager or contractor of Georgia Gulf, affiliateGGCV, associate, material supplier or material customer of Inacom any Originator or any of its Affiliates. The certificate of incorporation of Seller shall provide that their respective Subsidiaries or Affiliates (i) other than Seller's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action and (ii) such provisions cannot be amended without the prior written consent of the Independent Director;). (iiic) The Independent Director shall not at any time serve as a trustee in bankruptcy for Seller or any Affiliate thereof; (ivd) Any employeeThe Seller shall maintain a sufficient number of employees in light of its contemplated business operations and compensate all employees, consultant or agent of Seller will be compensated consultants and agents directly, from Seller's funds its own funds, for services provided to Sellerthe 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, which servicer . 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; (ve) The Seller will contract with Servicer the Servicers to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay Servicer the Servicers the Servicer's Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with Inacom 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 to the extent practical 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 Inacom 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; (vif) The Seller's operating expenses will not be paid by any other Seller Party or other Affiliate of Sellerthe Seller and all of its liabilities will be paid out of its own funds; (viig) The Seller will have its own stationery, invoices and checks; (viiih) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of Servicer and any other Affiliate of SellerPerson; (ixi) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (A) all of Seller's assets are owned by Sellerin accordance with GAAP reflecting, and (B) Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of Seller's assets prior to any value in Seller becoming available to Seller's equity holders; and the accounting records and the published financial statements of the Originators will clearly show show, that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (xj) The Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of Servicer the Servicers and the other Affiliates; (xik) 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 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 of its Affiliatesother Person; (xiil) No Affiliate of the Seller will maintain joint bank accounts 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; (xiiim) 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; (xiv) No Affiliate of Seller will at any time pool any of its funds with any funds of Seller; (xvn) Each Affiliate of the Seller will maintain arm's- 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; (xvio) 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. Inacom 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; (xviip) 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; and; (xviiiq) 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 dealingdealing 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.

Separate Corporate Existence of Seller. Each Seller Party hereby acknowledges that Purchaser, the Administrator and the Relationship Bank are entering into the transactions contemplated hereby in reliance upon Seller's identity as a legal entity separate from Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Administrator or the Relationship Bank to continue Seller's identity as a separate legal entity and to make it apparent to third Persons that Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Inacom Standard or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ia) Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Pool Receivables and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) Not less than one member of Seller's Board of Directors (the "Independent DirectorINDEPENDENT DIRECTOR") shall be an individual individual, who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Inacom Standard or any of its AffiliatesAffiliates (provided that indirect stock ownership of Standard or of any of its Affiliates by any Person through a mutual fund or similar diversified investment pool shall not disqualify such person from being an Independent Director unless such person maintains direct or indirect control of the investment decisions of such mutual fund or similar diversified investment pool). The certificate of incorporation of Seller shall provide that (i) Seller's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action and (ii) such provisions cannot be amended without the prior written consent of the such Independent Director; (iiic) The No Independent Director shall not at any time serve as a trustee in bankruptcy for Seller or any Affiliate thereof; (ivd) Any employee, consultant or agent of Seller will be compensated from Seller's funds for services provided to Seller. Seller will not engage any agents other than its attorneys, auditors and other professionals, Standard or an Affiliate thereof in a manner consistent with this SECTION 7.04 and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool, which servicer will be fully compensated for its services by payment of the Master Servicer's Fee; (ve) Seller will contract with Master Servicer to perform for Seller all operations required on a daily basis to service the Receivables Pool. Seller will pay Master Servicer the Master Servicer's Fee pursuant hereto. Seller will not incur any material indirect or overhead expenses for items shared with Inacom Standard (or any other Affiliate thereof) which are not reflected in the Master Servicer's FeeFee (except as permitted by CLAUSE (o) below). To the extent, if any, that Seller (or any other Affiliate thereof) share items of expenses not reflected in the Master Servicer's Fee, for legal, auditing and other professional services and directors' feesfees and other reasonable charges, such expenses will be allocated to the extent practical 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 Inacom Standard shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, agency and other fees; (vif) Seller's operating expenses will not be paid by any other Seller Party or other Affiliate of SellerSeller unless that Seller Party or Affiliate is acting as agent in a manner consistent with CLAUSES (a) through (e); (viig) Seller will have its own stationery; (viiih) The books of account, financial reports and corporate records of Seller will be maintained separately from those of Master Servicer and any other Affiliate of Seller; (ixi) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include Seller will contain detailed notes clearly stating that (A) all of Seller's assets are owned by Seller, and (B) Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of Seller's assets prior to any value in Seller becoming available to Seller's equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Assets have been sold by the Originators to the Seller; (xj) Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of Master Servicer and the other Affiliates; (xik) Each Affiliate of Seller will strictly observe corporate formalities in its dealings with Seller, and funds or other assets of Seller will not be commingled with those of any of its Affiliates; (xiil) No Affiliate of Seller will maintain joint bank accounts with Seller or other depository accounts with Seller to which any such Affiliate (other than in its capacity as the Master Servicer or Servicer hereunder or under the Sale Agreement) has independent access; (xiiim) No Affiliate of Seller shall, directly or indirectly, name Seller or enter into any agreement to name Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of Seller; (xiv) No Affiliate of Seller will at any time pool any of its funds with any funds of Seller; (xv) Each Affiliate of Seller will maintain arm's- length relationships with Seller, and each Affiliate of Seller that renders or otherwise furnishes services or merchandise to Seller will be compensated by Seller at market rates for such services or merchandise; (xvi) No Affiliate of Seller will be, nor will it hold itself out to be, responsible for the debts of Seller or the decisions or actions in respect of the daily business and affairs of Seller. Inacom and 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; (xvii) 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 Seller will be continuously maintained as official records by Seller; and (xviii) Each of 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.

Separate Corporate Existence of Seller. Each Seller Party hereby acknowledges that Purchaser, the Administrator Purchaser and the Relationship Bank Administrative Agent are entering into the transactions contemplated hereby in reliance upon the Seller's identity as a legal entity separate from Servicer the Servicers and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Administrator or the Relationship Bank Administrative Agent to continue the Seller's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Inacom Georgia Gulf or GGCV or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ia) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) Not less than one member of Seller's Board of Directors (the "Independent DirectorINDEPENDENT DIRECTOR") shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Inacom Georgia Gulf or GGCV or any of its Affiliates. The certificate of incorporation of the Seller shall provide that (i) at least one member of the Seller's Board of Directors shall be an Independent Director, (ii) the Seller's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless a unanimous vote of the Seller's Board of Directors (including the Independent Director Director) shall approve the taking of such action in writing prior to the taking of such action and (iii) the provisions requiring an Independent Director and the provision described in clauses (i) and (ii) such provisions of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (iiic) The Independent Director shall not at any time serve as a trustee in bankruptcy for Seller or any Affiliate thereof; (ivd) Any employee, consultant or agent of the Seller will be compensated from the Seller's funds for services provided to the Seller. 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, which servicer . 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; (ve) The Seller will contract with Servicer the Servicers to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay Servicer the Servicers the Servicer's Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with Inacom 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 to the extent practical 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 Inacom 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; (vif) The Seller's operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (viig) The Seller will have its own stationery; (viiih) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of Servicer Georgia Gulf or GGCV and any each other Affiliate of the Seller; (ixi) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (A) all of Seller's assets are owned by Sellerin accordance with GAAP reflecting, and (B) Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of Seller's assets prior to any value in Seller becoming available to Seller's equity holders; and the accounting records and the published financial statements of the Originators will clearly show show, that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (xj) The Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of Servicer the Servicers and the other Affiliates; (xik) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and 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 of its Affiliates; (xiil) No Affiliate of the Seller will maintain joint bank accounts 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 Purchase Agreement) has independent access; (xiiim) 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; (xiv) No Affiliate of Seller will at any time pool any of its funds with any funds of Seller; (xvn) Each Affiliate of the Seller will maintain arm's- 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; (xvio) 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. Inacom 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; (xviip) 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; and (xviiiq) 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.

Separate Corporate Existence of Seller. Each Seller Party hereby acknowledges that Purchaser, the Administrator Purchasers and the Relationship Bank each Agent are entering into the transactions contemplated hereby in reliance upon the Seller's ’s identity as a legal entity separate from Servicer the Servicers and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Administrator or the Relationship Bank Agents to continue the Seller's ’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Inacom Georgia Gulf or GGCV or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ia) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate certificate of Incorporation incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) Not The Seller shall have a Board of Directors of at least three (3) members and not less than one member of Seller's ’s Board of Directors (the "“Independent Director"”) shall be an individual who is not, and never has beennot been at any time during the preceding five (5) years: (i) a creditor, supplier, director, officer, employee, family member, manager or contractor of Georgia Gulf, GGCV, any Originator or any of their respective Subsidiaries or Affiliates (other than Seller), (ii) a direct, direct or indirect or beneficial stockholderowner, excluding de minimus ownership interests, (at the time of such individual’s appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of any of the outstanding common shares of Seller, Georgia Gulf, GGCV, any Originator, or any of their respective Subsidiaries or Affiliates, having general voting rights, or (iii) a person who controls (whether directly, indirectly or otherwise) Georgia Gulf, GGCV, any Originator or any of their respective Subsidiaries or Affiliates (other than Seller) or any creditor, supplier, employee, officer, director, employeemanager or contractor of Georgia Gulf, affiliateGGCV, associate, material supplier or material customer of Inacom any Originator or any of its Affiliates. The certificate of incorporation of Seller shall provide that their respective Subsidiaries or Affiliates (i) other than Seller's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action and (ii) such provisions cannot be amended without the prior written consent of the Independent Director;). (iiic) The Independent Director shall not at any time serve as a trustee in bankruptcy for Seller or any Affiliate thereof; (ivd) Any employeeThe Seller shall maintain a sufficient number of employees in light of its contemplated business operations and compensate all employees, consultant or agent of Seller will be compensated consultants and agents directly, from Seller's funds its own funds, for services provided to Sellerthe 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, which servicer . The Servicers will be fully compensated for its services by payment of the Servicer's ’s Fee, and certain organizational expenses in connection with the formation of Seller; (ve) The Seller will contract with Servicer the Servicers to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay Servicer the Servicers the Servicer's ’s Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with Inacom Georgia Gulf or GGCV (or any other Affiliate thereof) which are not reflected in the Servicer's ’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 ’s Fee, for legal, auditing and other professional services and directors' ’ fees, such expenses will be allocated to the extent practical 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 Inacom 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; (vif) The Seller's ’s operating expenses will not be paid by any other Seller Party or other Affiliate of Sellerthe Seller and all of its liabilities will be paid out of its own funds; (viig) The Seller will have its own stationery, invoices and checks; (viiih) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of Servicer and any other Affiliate of SellerPerson; (ixi) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (A) all of Seller's assets are owned by Sellerin accordance with GAAP reflecting, and (B) Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of Seller's assets prior to any value in Seller becoming available to Seller's equity holders; and the accounting records and the published financial statements of the Originators will clearly show show, that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (xj) The Seller's ’s assets will be maintained in a manner that facilitates their identification and segregation from those of Servicer the Servicers and the other Affiliates; (xik) 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 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 of its Affiliatesother Person; (xiil) No Affiliate of the Seller will maintain joint bank accounts 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; (xiiim) 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; (xiv) No Affiliate of Seller will at any time pool any of its funds with any funds of Seller; (xvn) Each Affiliate of the Seller will maintain arm's- 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; (xvio) 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. Inacom 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; (xviip) 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; and; (xviiiq) 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 dealingdealing 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.