PERFORM ITS OBLIGATIONS HEREUNDER.
(B)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF SUCH MEMBER ENFORCEABLE AGAINST SUCH MEMBER IN ACCORDANCE WITH ITS TERMS.
(C)
NO CONSENTS OR APPROVALS FROM, OR NOTIFICATION OF OR FILINGS WITH
ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON ARE REQUIRED FOR SUCH MEMBER TO ENTER
INTO THIS AGREEMENT.
ALL ACTION ON THE PART OF SUCH MEMBER NECESSARY FOR THE
AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY, HAVE BEEN DULY TAKEN.
(D)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SUCH MEMBER AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY SUCH MEMBER DO NOT
CONFLICT WITH OR CONTRAVENE THE PROVISIONS OF ANY ORGANIZATIONAL DOCUMENT,
AGREEMENT OR INSTRUMENT BY WHICH SUCH MEMBER OR SUCH MEMBER'S PROPERTIES ARE
BOUND OR ANY LAW, RULE, REGULATION, ORDER OR DECREE TO WHICH SUCH MEMBER OR SUCH
MEMBER'S PROPERTIES ARE SUBJECT.
SECTION 14.2
CONFIDENTIALITY.
(A)
CONFIDENTIAL INFORMATION.
EACH MEMBER SHALL, EXCEPT AS MAY BE
SPECIFICALLY PERMITTED HEREUNDER, (I) USE ITS BEST EFFORTS TO PROTECT THE
PROPRIETARY OR CONFIDENTIAL INFORMATION OF THE COMPANY IN THE SAME MANNER IT
PROTECTS ITS OWN PROPRIETARY OR CONFIDENTIAL INFORMATION, (II) NOT DISCLOSE TO
ANY OTHER PERSON (OTHER THAN TO AFFILIATES OR THE BENEFICIARIES OF THE TRUSTS
WHO HAVE A LEGITIMATE NEED FOR OR RIGHT TO SUCH INFORMATION AND WHO ARE ADVISED
OF THE CONFIDENTIAL NATURE OF SUCH INFORMATION; PROVIDED, HOWEVER, THAT SUCH
MEMBER SHALL BE LIABLE FOR ANY DISCLOSURE OR USE OF SUCH INFORMATION BY SUCH
AFFILIATE OF BENEFICIARY AS IF SUCH MEMBER HAD SO DISCLOSED OR USED SUCH
INFORMATION) THE EXISTENCE OR TERMS OF THIS AGREEMENT, OR ANY OTHER CONTRACT OR
AGREEMENT BETWEEN THE COMPANY, THE MEMBERS OR THE MEMBERS' AFFILIATES, UNLESS
THE MANAGING MEMBER HAS CONSENTED THERETO, AND (III) NOT USE THE CONFIDENTIAL
AND PROPRIETARY INFORMATION OF THE OTHERS EXCEPT TO THE EXTENT AND FOR THE
PURPOSES CONTEMPLATED IN THIS AGREEMENT OR PERMITTED BY ANY OTHER CONTRACT OR
AGREEMENT BETWEEN THE COMPANY, THE MEMBERS OR ANY OF THE MEMBERS' AFFILIATES.
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(B)
EXCEPTIONS.
THE OBLIGATIONS OF CONFIDENTIALITY AND NONUSE IMPOSED
UNDER THIS SECTION 14.2 SHALL NOT APPLY TO ANY CONFIDENTIAL OR PROPRIETARY
INFORMATION OF THE DISCLOSING PARTY WHICH:
(I)
IS OR BECOMES PUBLIC OR AVAILABLE TO THE GENERAL PUBLIC OTHERWISE
THAN THROUGH ANY ACT OR DEFAULT OF THE NON-DISCLOSING PARTY;
(II)
IS OBTAINED OR DERIVED FROM A THIRD PARTY WHICH, TO THE BEST
KNOWLEDGE OF THE NON-DISCLOSING PARTY, IS LAWFULLY IN POSSESSION OF SUCH
INFORMATION AND DOES NOT HOLD SUCH INFORMATION SUBJECT TO ANY CONFIDENTIALITY OR
NONUSE OBLIGATIONS; OR
(III)
IS REQUIRED OR APPROPRIATE TO BE DISCLOSED BY ONE OF THE PARTIES
PURSUANT TO APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, DISCLOSURE REQUIRED
OR APPROPRIATE UNDER THE SECURITIES ACT OR THE SECURITIES EXCHANGE ACT);
PROVIDED, HOWEVER, THAT (A) THE OBLIGATIONS OF CONFIDENTIALITY AND NONUSE SHALL
CONTINUE TO THE FULLEST EXTENT NOT IN CONFLICT WITH SUCH LAW OR ORDER, AND (B)
IF AND WHEN A PARTY IS REQUIRED TO DISCLOSE SUCH CONFIDENTIAL OR PROPRIETARY
INFORMATION PURSUANT TO