OTHER TRANSACTION
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ALL REASONABLE OUT-OF-POCKET EXPENSES
(INCLUDING REASONABLE FEES AND EXPENSES OF INDEPENDENT ACCOUNTANTS), INCURRED IN
CONNECTION WITH ANY REVIEW OF ANY SELLER PARTY'S BOOKS AND RECORDS EITHER PRIOR
TO THE EXECUTION AND DELIVERY HEREOF OR PURSUANT TO SECTION 7.2(G) OR
7.1(C)(III); AND
(B)
ALL STAMP AND OTHER TAXES AND FEES PAYABLE
OR REASONABLY DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION,
DELIVERY, FILING AND RECORDING OF THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS (AND SELLER PARTIES, JOINTLY AND SEVERALLY AGREE TO INDEMNIFY EACH
INDEMNIFIED PARTY AGAINST ANY LIABILITIES WITH RESPECT TO OR RESULTING FROM ANY
DELAY IN PAYING OR OMISSION TO PAY SUCH TAXES AND FEES).
SECTION 14.6
NO PROCEEDINGS.
The Servicers hereby agree that it will not institute against the Seller, or
join any Person in instituting against the Seller, each Seller Party, the
Servicers, Wachovia (individually or as Administrative Agent or Blue Ridge
Purchaser Agent) and BTM (individually or as the Victory Purchaser Agent) each
hereby agrees that it will not institute against any Purchaser, or join any
other Person in instituting against any Purchaser, any insolvency proceeding
(namely, any proceeding of the type referred to in the definition of Event of
Bankruptcy) so long as any Commercial Paper Notes issued by such Purchaser shall
be outstanding or there shall not have elapsed one year plus one day since the
last day on which any such Commercial Paper Notes shall have been outstanding.
SECTION 14.7
CONFIDENTIALITY OF SELLER INFORMATION.
(A)
CONFIDENTIAL SELLER INFORMATION.
EACH
PARTY HERETO (OTHER THAN SELLER PARTIES) ACKNOWLEDGES THAT CERTAIN OF THE
INFORMATION PROVIDED TO SUCH PARTY BY OR ON BEHALF OF THE SELLER PARTIES IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS OR
MAY BE
50
CONFIDENTIAL, AND EACH SUCH PARTY SEVERALLY AGREES THAT, UNLESS GEORGIA GULF AND
GGCV SHALL OTHERWISE AGREE IN WRITING, AND EXCEPT AS PROVIDED IN SUBSECTION (B)
OF THIS SECTION 14.7, SUCH PARTY WILL NOT DISCLOSE TO ANY OTHER PERSON OR
ENTITY:
(I)
ANY INFORMATION REGARDING, OR COPIES OF,
ANY NONPUBLIC FINANCIAL STATEMENTS, REPORTS, SCHEDULES AND OTHER INFORMATION
FURNISHED BY ANY SELLER PARTY TO ANY PURCHASER OR ANY AGENT (A) PRIOR TO THE
DATE HEREOF IN CONNECTION WITH SUCH PARTY'S DUE DILIGENCE RELATING TO THE SELLER
PARTIES AND THE TRANSACTIONS CONTEMPLATED HEREBY, OR (B) PURSUANT TO
SECTION 3.1, 5.1, 6.1(I), 7.1(C) OR 7.2, OR
(II)
ANY OTHER INFORMATION REGARDING ANY SELLER
PARTY WHICH IS DESIGNATED BY ANY SELLER PARTY TO SUCH PARTY IN WRITING AS
CONFIDENTIAL
(the information referred to in clauses (i) and (ii) above, whether furnished by
any Seller Party or any attorney for or other representative thereof (each a
"Seller Information Provider"), is collectively referred to as the "Seller
Information"); provided, however, "Seller Information" shall not include any
information which is or becomes generally available to the general public or to
such party on a nonconfidential basis from a source other than any Seller
Information Provider, or which was known to such party on a nonconfidential
basis