WARRANTIES AND
COVENANTS OF THE MEMBERS
SECTION 14.1
REPRESENTATIONS.
EACH MEMBER REPRESENTS
AND WARRANTS TO AND COVENANTS WITH THE OTHER MEMBERS AND THE COMPANY AS FOLLOWS:
(A)
IF SUCH MEMBER IS AN ENTITY, IT IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF INCORPORATION OR FORMATION WITH ALL REQUISITE POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO 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.
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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 OR 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.
(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