AGENT), AT SUCH OTHER
LOCATIONS IN JURISDICTIONS WHERE ALL ACTION REQUIRED BY SECTION 8.5 SHALL HAVE
BEEN TAKEN AND COMPLETED.
(G)
CREDIT AND COLLECTION POLICIES.
EACH SELLER
PARTY WILL COMPLY WITH THE CREDIT AND COLLECTION POLICY IN REGARD TO EACH POOL
RECEIVABLE AND THE RELATED CONTRACT.
(H)
SALE AGREEMENT.
THE SELLER WILL PERFORM AND
COMPLY WITH ALL OF ITS COVENANTS AND AGREEMENTS SET FORTH IN THE SALE AGREEMENT,
AND WILL ENFORCE THE PERFORMANCE BY THE ORIGINATORS OF ITS OBLIGATIONS UNDER THE
SALE AGREEMENT.
(I)
COLLECTION BANK AGREEMENT.
ALL OBLIGORS
SHALL BE INSTRUCTED TO MAKE PAYMENTS ON RECEIVABLES DIRECTLY TO A LOCK-BOX
ACCOUNT IN THE NAME OF THE SELLER WHICH IS THE SUBJECT OF A LOCK-BOX AGREEMENT.
IF, NOTWITHSTANDING THE FOREGOING, ANY COLLECTIONS ARE PAID DIRECTLY TO ANY
SELLER PARTY, SUCH SELLER PARTY, SHALL DEPOSIT THE SAME (WITH ANY NECESSARY
ENDORSEMENTS) TO SUCH A LOCK-BOX ACCOUNT WITHIN TWO (2) BUSINESS DAYS AFTER
RECEIPT THEREOF.
UPON DEMAND OF THE ADMINISTRATIVE AGENT AT THE DIRECTION OF
THE AGENTS, EITHER THE SELLER OR THE INITIAL SERVICERS SHALL ESTABLISH A
SEGREGATED ACCOUNT AT WACHOVIA WHICH IS SUBJECT TO A PERFECTED SECURITY INTEREST
IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES
(THE "COLLECTION ACCOUNT"), INTO WHICH ALL DEPOSITS FROM TIME TO TIME IN
LOCK-BOX ACCOUNTS, AND ALL OTHER COLLECTIONS, ARE CONCENTRATED PENDING
APPLICATION IN ACCORDANCE WITH THE TERMS OF THIS
25
AGREEMENT.
THE SELLER, OR ANY SERVICER ON BEHALF OF THE SELLER, SHALL CAUSE
EVIDENCE TO BE DELIVERED TO ADMINISTRATIVE AGENT (WITH A COPY TO EACH PURCHASER
AGENT) WITHIN THIRTY (30) DAYS OF THE CLOSING DATE SHOWING THAT THE EACH
LOCK-BOX AND COLLECTION ACCOUNT WERE MAINTAINED ON THE CLOSING DATE, AND
CONTINUE TO BE MAINTAINED, IN THE NAME OF THE SELLER.
SECTION 7.2
REPORTING REQUIREMENTS OF SELLER
PARTIES.
From the date hereof until the Final Payout Date, unless each Agent, on the
related Purchaser's behalf, shall otherwise consent in writing:
(A)
QUARTERLY FINANCIAL STATEMENTS.
GEORGIA
GULF WILL FURNISH TO EACH PURCHASER AGENT, ON THE RELATED PURCHASER'S BEHALF, AS
SOON AS AVAILABLE AND IN ANY EVENT WITHIN 50 DAYS AFTER THE END OF EACH OF THE
FIRST THREE QUARTERS OF EACH FISCAL YEAR OF GEORGIA GULF, COPIES OF ITS
CONSOLIDATED, AND, TO THE EXTENT OTHERWISE AVAILABLE, CONSOLIDATING BALANCE
SHEETS AND RELATED STATEMENTS OF INCOME AND STATEMENTS OF CASH FLOW, SHOWING THE
FINANCIAL CONDITION OF GEORGIA GULF AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE
CLOSE OF SUCH FISCAL QUARTER AND THE RESULTS OF ITS OPERATIONS AND THE
OPERATIONS OF SUCH SUBSIDIARIES DURING SUCH FISCAL QUARTER AND THE THEN ELAPSED
PORTION OF THE FISCAL YEAR, TOGETHER WITH A CERTIFICATE OF FINANCIAL OFFICER IN
THE FORM ATTACHED HERETO AS EXHIBIT B EXECUTED BY THE CHIEF FINANCIAL OFFICER,
TREASURER OR CORPORATE CONTROLLER OF GEORGIA GULF.
(B)
ANNUAL FINANCIAL STATEMENTS.
GEORGIA GULF
WILL FURNISH TO EACH PURCHASER AGENT, ON THE RELATED PURCHASER'S BEHALF, AS SOON
AS AVAILABLE AND IN ANY EVENT WITHIN 95 DAYS AFTER THE END OF EACH FISCAL YEAR
OF GEORGIA GULF, COPIES OF