(C), IN THE EVENT SUCH PARTY IS LEGALLY COMPELLED (BY
INTERROGATORIES, REGULATORY AND BANK EXAMINERS REQUESTS FOR INFORMATION OR
COPIES, SUBPOENA, CIVIL INVESTIGATIVE DEMAND OR SIMILAR PROCESS) TO DISCLOSE ANY
SUCH PROGRAM INFORMATION, OR (5) IN FINANCIAL STATEMENTS AS REQUIRED BY GAAP;
(II)
IT WILL USE THE PROGRAM INFORMATION SOLELY
FOR THE PURPOSES OF EVALUATING, ADMINISTERING AND ENFORCING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND MAKING ANY NECESSARY BUSINESS JUDGMENTS WITH
RESPECT THERETO; AND
(III)
IT WILL, UPON DEMAND, RETURN (AND CAUSE EACH
OF ITS REPRESENTATIVES TO RETURN) TO WACHOVIA AND BTM, RESPECTIVELY, ALL
DOCUMENTS OR OTHER WRITTEN MATERIAL RECEIVED FROM WACHOVIA AND BTM,
RESPECTIVELY, IN CONNECTION WITH (A)(I)(B) OR (C) ABOVE AND ALL COPIES THEREOF
MADE BY SUCH PARTY WHICH CONTAIN THE PROGRAM INFORMATION.
(B)
AVAILABILITY OF CONFIDENTIAL INFORMATION.
THIS SECTION 14.8 SHALL BE INOPERATIVE AS TO SUCH PORTIONS OF THE PROGRAM
INFORMATION WHICH ARE OR BECOME GENERALLY AVAILABLE TO THE PUBLIC OR SUCH PARTY
ON A NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN WACHOVIA AND BTM,
RESPECTIVELY, OR WERE KNOWN TO SUCH PARTY ON A NONCONFIDENTIAL BASIS PRIOR TO
ITS DISCLOSURE BY WACHOVIA AND BTM, RESPECTIVELY.
(C)
LEGAL COMPULSION TO DISCLOSE.
IN THE EVENT
THAT ANY PARTY OR ANYONE TO WHOM SUCH PARTY OR ITS REPRESENTATIVES TRANSMITS THE
PROGRAM INFORMATION IS REQUESTED OR BECOMES LEGALLY COMPELLED (BY
INTERROGATORIES, REGULATORY AND BANK EXAMINERS REQUESTS FOR INFORMATION OR
DOCUMENTS, SUBPOENA, CIVIL INVESTIGATIVE DEMAND OR SIMILAR PROCESS) TO DISCLOSE
ANY OF THE PROGRAM INFORMATION, SUCH PARTY WILL:
53
(I)
PROVIDE WACHOVIA AND BTM, RESPECTIVELY,
WITH PROMPT WRITTEN NOTICE SO THAT WACHOVIA AND BTM, RESPECTIVELY, MAY SEEK A
PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY AND/OR, IF IT SO CHOOSES, AGREE
THAT SUCH PARTY MAY DISCLOSE SUCH PROGRAM INFORMATION PURSUANT TO SUCH REQUEST
OR LEGAL COMPULSION; AND
(II)
UNLESS WACHOVIA AND BTM, RESPECTIVELY,
AGREE THAT SUCH PROGRAM INFORMATION MAY BE DISCLOSED, MAKE A TIMELY OBJECTION TO
THE REQUEST OR CONFIRMATION TO PROVIDE SUCH PROGRAM INFORMATION ON THE BASIS
THAT SUCH PROGRAM INFORMATION IS CONFIDENTIAL AND SUBJECT TO THE AGREEMENTS
CONTAINED IN THIS SECTION 14.8.
In the event that such protective order or other remedy is not obtained, or
Wachovia and BTM, respectively, each agree that such Program Information may be
disclosed, such party will furnish only that portion of the Program Information
which (in such party's good faith judgment) is legally required to be furnished
and will exercise reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded the Program Information.
In the event
any Seller Party is required to file a copy of this Agreement with the SEC or
any other Governmental Authority, it will (A) provide Wachovia and BTM,
respectively, with prompt written notice of such requirement and (B) exercise
reasonable efforts to obtain reliable assurance that such Governmental Authority
will give confidential treatment to this Agreement.
(D)
SURVIVAL.
THIS SECTION 14.8 SHALL SURVIVE
TERMINATION OF THIS AGREEMENT.
SECTION 14.9
CAPTIONS AND CROSS REFERENCES.
The various captions (including, without limitation, the table of contents) in
this Agreement are