THE PURCHASERS (WHETHER OR NOT FROM THE
SELLER) IN CONNECTION WITH ANY RECEIVABLE.
SECTION 8.3
RIGHTS OF THE ADMINISTRATIVE
AGENT.
(A)
NOTICE TO OBLIGORS.
AT ANY TIME WHEN A
LIQUIDATION EVENT HAS OCCURRED AND IS CONTINUING, THE ADMINISTRATIVE AGENT, AT
THE DIRECTION OF THE AGENTS, MAY NOTIFY THE OBLIGORS OF POOL RECEIVABLES, OR ANY
OF THEM, OF THE OWNERSHIP OF THE ASSET INTEREST BY THE PURCHASERS.
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(B)
NOTICE TO LOCK-BOX BANKS.
AT ANY TIME
FOLLOWING THE OCCURRENCE OF A NOTICE EVENT, THE ADMINISTRATIVE AGENT IS HEREBY
AUTHORIZED TO GIVE NOTICE TO THE LOCK-BOX BANKS AND SHALL, AT THE DIRECTION OF
THE AGENTS, GIVE SUCH NOTICE, AS PROVIDED IN THE LOCK-BOX AGREEMENTS, OF THE
TRANSFER TO THE ADMINISTRATIVE AGENT
FOR THE BENEFIT OF THE SECURED PARTIES OF
DOMINION AND CONTROL OVER THE LOCK-BOXES AND RELATED ACCOUNTS TO WHICH THE
OBLIGORS OF POOL RECEIVABLES MAKE PAYMENTS.
THE SELLER AND THE SERVICERS HEREBY
TRANSFER TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES,
EFFECTIVE WHEN THE ADMINISTRATIVE AGENT SHALL GIVE NOTICE TO THE LOCK-BOX BANKS
AS PROVIDED IN THE LOCK-BOX AGREEMENTS, THE EXCLUSIVE DOMINION AND CONTROL OVER
SUCH LOCK-BOXES AND ACCOUNTS, AND SHALL TAKE ANY FURTHER ACTION THAT THE
ADMINISTRATIVE AGENT (AT THE DIRECTION OF THE AGENTS) MAY REASONABLY REQUEST TO
EFFECT SUCH TRANSFER.
(C)
RIGHTS ON SERVICER TRANSFER EVENT.
AT ANY
TIME FOLLOWING THE DESIGNATION OF A SERVICER OTHER THAN GEORGIA GULF, GGCV OR
ANY AFFILIATE OF EITHER OF THEM PURSUANT TO SECTION 8.1:
(I)
THE ADMINISTRATIVE AGENT FOR THE BENEFIT
OF THE SECURED PARTIES MAY DIRECT THE OBLIGORS OF POOL RECEIVABLES, OR ANY OF
THEM, TO PAY ALL AMOUNTS PAYABLE UNDER ANY POOL RECEIVABLE DIRECTLY TO THE
ADMINISTRATIVE AGENT OR ITS DESIGNEE.
(II)
ANY SELLER PARTY SHALL, AT THE
ADMINISTRATIVE AGENT'S REQUEST AND AT SUCH SELLER PARTY'S EXPENSE, GIVE NOTICE
OF THE PURCHASERS' OWNERSHIP AND SECURITY INTERESTS IN THE POOL RECEIVABLES TO
EACH OBLIGOR OF POOL RECEIVABLES AND DIRECT THAT PAYMENTS BE MADE DIRECTLY TO
THE ADMINISTRATIVE AGENT OR ITS DESIGNEE.
(III)
EACH SELLER PARTY SHALL, AT ANY AGENT'S
REQUEST, (A) ASSEMBLE ALL OF THE DOCUMENTS, INSTRUMENTS AND OTHER RECORDS
(INCLUDING, WITHOUT LIMITATION, COMPUTER PROGRAMS, TAPES AND DISKS) WHICH
EVIDENCE THE POOL RECEIVABLES, AND THE RELATED CONTRACTS AND RELATED SECURITY,
OR WHICH ARE OTHERWISE NECESSARY OR DESIRABLE TO COLLECT SUCH POOL RECEIVABLES,
AND MAKE THE SAME AVAILABLE TO THE SUCCESSOR SERVICER AT A PLACE SELECTED BY
SUCH AGENT, AND (B) SEGREGATE ALL CASH, CHECKS AND OTHER INSTRUMENTS RECEIVED BY
IT FROM TIME TO TIME CONSTITUTING COLLECTIONS OF POOL RECEIVABLES IN A MANNER
ACCEPTABLE TO THE AGENTS AND PROMPTLY UPON RECEIPT, REMIT ALL SUCH CASH, CHECKS
AND INSTRUMENTS, DULY ENDORSED OR WITH DULY EXECUTED INSTRUMENTS OF TRANSFER, TO
THE SUCCESSOR SERVICER.
(IV)
EACH SELLER PARTY AND EACH PURCHASER HEREBY
AUTHORIZES THE ADMINISTRATIVE AGENT, ON SUCH PURCHASER'S BEHALF, AND GRANTS TO
THE ADMINISTRATIVE AGENT AN IRREVOCABLE POWER OF ATTORNEY (WHICH SHALL TERMINATE
ON THE FINAL PAYOUT DATE), TO TAKE ANY AND ALL STEPS IN SUCH SELLER PARTY'S NAME
AND