OR (B) GEORGIA
GULF AND GGCV MAY, IF IT SO CHOOSES, AGREE THAT SUCH PARTY (OR ITS
REPRESENTATIVES) MAY DISCLOSE SUCH SELLER INFORMATION PURSUANT TO SUCH REQUEST
OR LEGAL COMPULSION; AND
(II)
UNLESS GEORGIA GULF AND GGCV AGREES THAT
SUCH SELLER INFORMATION MAY BE DISCLOSED, MAKE A TIMELY OBJECTION TO THE REQUEST
OR COMPULSION TO PROVIDE SUCH SELLER INFORMATION ON THE BASIS THAT SUCH SELLER
INFORMATION IS CONFIDENTIAL AND SUBJECT TO THE AGREEMENTS CONTAINED IN THIS
SECTION 14.7.
In the event such protective order or remedy is not obtained, or Georgia Gulf
and GGCV agree that such Seller Information may be disclosed, such party will
furnish only that portion of the Seller 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
afforded the Seller Information.
(D)
THIS SECTION 14.7 SHALL SURVIVE TERMINATION
OF THIS AGREEMENT.
SECTION 14.8
CONFIDENTIALITY OF PROGRAM INFORMATION.
(A)
CONFIDENTIAL INFORMATION.
EACH PARTY
HERETO ACKNOWLEDGES THAT WACHOVIA, INDIVIDUALLY AND IN ITS CAPACITY AS
ADMINISTRATIVE AGENT AND BTM, RESPECTIVELY, REGARDS THE STRUCTURE OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO BE PROPRIETARY, AND EACH SUCH
PARTY AGREES THAT:
52
(I)
IT WILL NOT DISCLOSE WITHOUT THE PRIOR
CONSENT OF WACHOVIA AND BTM, RESPECTIVELY, (OTHER THAN TO THE DIRECTORS,
EMPLOYEES, AUDITORS, COUNSEL OR AFFILIATES (COLLECTIVELY, "REPRESENTATIVES") OF
SUCH PARTY, EACH OF WHOM SHALL BE INFORMED BY SUCH PARTY OF THE CONFIDENTIAL ,
NATURE OF THE PROGRAM INFORMATION (AS DEFINED BELOW) AND OF THE TERMS OF THIS
SECTION 14.8), (A) ANY INFORMATION REGARDING THE PRICING IN, OR COPIES OF, THE
FEE LETTER, THE MANDATE LETTER, THE DUE DILIGENCE REPORT AND THE OTHER
CONFIDENTIAL OR PROPRIETARY INFORMATION WITH RESPECT TO THE AGENTS AND THE
PURCHASERS AND THEIR RESPECTIVE BUSINESSES OBTAINED IN CONNECTION WITH THE
STRUCTURING, NEGOTIATING AND EXECUTION OF THE TRANSACTIONS CONTEMPLATED HEREIN
OR THEREIN, (B) ANY INFORMATION REGARDING THE ORGANIZATION, BUSINESS OR
OPERATIONS OF THE PURCHASERS GENERALLY OR THE SERVICES PERFORMED BY WACHOVIA AS
THE ADMINISTRATIVE AGENT FOR THE PURCHASERS, OR (C) ANY INFORMATION WHICH IS
FURNISHED BY WACHOVIA AND BTM, RESPECTIVELY, TO SUCH PARTY AND WHICH IS
DESIGNATED BY WACHOVIA OR BTM, AS APPLICABLE, IN WRITING TO SUCH PARTY OR
OTHERWISE AS CONFIDENTIAL OR NOT OTHERWISE AVAILABLE TO THE GENERAL PUBLIC (THE
INFORMATION REFERRED TO IN CLAUSES (A), (B) AND (C) IS COLLECTIVELY REFERRED TO
AS THE "PROGRAM INFORMATION"); PROVIDED, HOWEVER, THAT SUCH PARTY MAY DISCLOSE
ANY SUCH PROGRAM INFORMATION (1) TO ANY OTHER PARTY TO THIS AGREEMENT (AND ANY
INDEPENDENT ATTORNEYS, CONSULTANTS AND AUDITORS OF ANY SUCH PARTY) FOR THE
PURPOSES CONTEMPLATED HEREBY, (2) AS MAY BE REQUIRED BY ANY MUNICIPAL, STATE,
FEDERAL OR OTHER REGULATORY BODY HAVING OR CLAIMING TO HAVE JURISDICTION OVER
SUCH PARTY, INCLUDING, WITHOUT LIMITATION, THE SECURITIES AND EXCHANGE
COMMISSION AND VARIOUS PUBLIC UTILITY COMMISSIONS HAVING JURISDICTION OVER
GEORGIA GULF OR GGCV, (3) IN ORDER TO COMPLY WITH ANY LAW, ORDER, REGULATION,
REGULATORY REQUEST OR RULING APPLICABLE TO SUCH PARTY, (4) SUBJECT TO
SUBSECTION