Limited Liability Company Agreement

13.12 severability. if any provision of this agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. without limiting the generality of the foregoing sentence, to the extent that any provision of this agreement is prohibited or ineffective under the act or common law, this agreement shall be considered amended to the smallest degree possible in order to make the agreement effective under the act or common law.

13.13 heirs, successors and assigns. each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this agreement, their respective heirs, legal representatives, successors and assigns.

13.14 creditors. none of the provisions of this agreement shall be for the benefit of or enforceable by any creditors of the company.

13.15 counterparts. this agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

13.16 rule against perpetuities. the parties hereto intend that the rule against perpetuities (and any similar rule of law) not be applicable to any provisions of this agreement. however, notwithstanding anything to the contrary in this agreement, if any provision in this agreement would be invalid or unenforceable because of the rule against perpetuities or any similar rule of law but for this section 13.16, the parties hereto hereby agree that any future interest which is created pursuant to said provision shall cease if it is not vested within twentyone (21) years after the death of the survivor of the group composed of the undersigned individuals and their issue who are living on the effective date of this agreement.

13.17 power of attorney. each equity owner hereby irrevocably makes, constitutes and appoints the manager, with full power of substitution, so long as such manager are acting in such a capacity (and any successor manager thereof so long as such manager is acting in such capacity), its true and lawful attorney, in such equity owner's name, place and stead (it is expressly understood and intended that the grant of such power of attorney is coupled with an interest) to make, execute, sign, acknowledge, swear and file with respect to the company: