THE MANAGING MEMBERS.
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ARTICLE XVII
MISCELLANEOUS PROVISIONS
1.
PRONOUNS AND PLURALS.
EXCEPT WHERE THE SAME SHALL NOT BE
APPROPRIATE: REFERENCES HEREIN TO THE SINGULAR SHALL INCLUDE THE PLURAL AND TO
THE PLURAL SHALL INCLUDE THE SINGULAR; REFERENCES TO THE MASCULINE GENDER SHALL
INCLUDE THE FEMININE AND NEUTER GENDERS (AND VICE VERSA).
2.
WAIVER.
NO CONSENT OR WAIVER, EXPRESS OR IMPLIED, BY ANY MEMBER
TO OR OF ANY BREACH OR DEFAULT BY ANY OTHER MEMBER IN THE PERFORMANCE BY THE
OTHER OF HIS OR HER OBLIGATIONS HEREUNDER SHALL BE DEEMED OR CONSTRUED TO BE A
CONSENT OR WAIVER TO OR OF ANY OTHER BREACH OR DEFAULT BY THE OTHER IN THE
PERFORMANCE BY SUCH OTHER PARTY OF THE SAME OR ANY OTHER OBLIGATIONS OF SUCH
MEMBER HEREUNDER.
FAILURE ON THE PART OF ANY MEMBER TO OBJECT TO OR COMPLAIN OF
ANY ACT OR FAILURE TO ACT OF ANY OF THE OTHER MEMBERS OR TO DECLARE ANY OF THE
OTHER MEMBERS IN DEFAULT, IRRESPECTIVE OF HOW LONG SUCH FAILURE CONTINUES, SHALL
NOT CONSTITUTE A WAIVER BY SUCH MEMBER OF ITS RIGHTS HEREUNDER.
3.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE
APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL BE INVALID OR
UNENFORCEABLE TO ANY EXTENT, THE REMAINDER OF THIS AGREEMENT AND THE APPLICATION
OF SUCH PROVISIONS TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE AFFECTED
THEREBY AND SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY LAW.
4.
TITLES AND CAPTIONS.
ALL SECTION TITLES OR CAPTIONS CONTAINED IN
THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED A PART OF THE
CONTEXT OF THIS AGREEMENT.
5.
AGREEMENT IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IN ADDITION, THIS AGREEMENT
MAY CONTAIN MORE THAN ONE COUNTERPART OF THE SIGNATURES PAGE AND THE AGREEMENT
MAY BE EXECUTED BY THE AFFIXING OF THE SIGNATURES OF EACH OF THE MEMBERS TO ONE
OF SUCH COUNTERPART SIGNATURE PAGES; ALL OF SUCH SIGNATURE PAGES SHALL BE READ
AS THOUGH ONE, AND SHALL HAVE THE SAME FORCE AND EFFECT AS THOUGH ALL OF THE
SIGNERS HAD SIGNED A SINGLE SIGNATURE PAGE.
EACH PARTY SHALL BECOME BOUND BY
THIS AGREEMENT IMMEDIATELY UPON AFFIXING HIS, HER OR ITS SIGNATURE HERETO,
INDEPENDENT OF THE SIGNATURE OF ANY OTHER PARTY.
6.
BINDING AGREEMENT.
SUBJECT TO THE RESTRICTIONS ON TRANSFERS SET
FORTH HEREIN, THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE UNDERSIGNED MEMBERS AND THEIR RESPECTIVE HEIRS, EXECUTORS, LEGAL OR PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
IN THIS CONTEXT, WHENEVER IN THIS
INSTRUMENT A REFERENCE TO ANY PARTY OR MEMBER IS MADE, SUCH REFERENCE SHALL BE
DEEMED TO INCLUDE A REFERENCE TO THE HEIRS, EXECUTORS, LEGAL OR PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF SUCH PARTY OR MEMBER.
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7.
GOVERNING LAW; DISPUTES.
IT IS THE INTENT OF THE PARTIES HERETO
THAT ALL QUESTIONS WITH RESPECT TO THE CONSTRUCTION OF THIS AGREEMENT AND