this Agreement in and io such independent ventures or the income or profits derived therefrom,
and the pursuit of any such venture, even if competitive with the business of the Company, shall
not be decmed wrongful or improper. The Member or any Affiliate thereof shall not be obligated
to disclose or present any particular opportunity to the Company even if that opportunity is of a
character that, if disclosed or presented to the Company, could be taken by the Company, and the
Member or Affiliate thereof shall have the right to take for its own account (individually or as a
partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular
opportunity.
17. AMENDMENT
This Agreement may be amended or modified only by a written instrument signed by a Member;
but if any amendment would affect the rights, obligations or liabilities of Manager, that
amendment shall not be effective with respect to the Manager unless that amendment is approved
in writing by the Manager.
18. GOVERNING LAW
This Agreement shall be governed by, and construed under, the laws of the State of Maine,
without regard to the rules of conflict of laws thereof or of any other jurisdiction that would call
for the application of the substantive laws of a jurisdiction other than the State of Maine.
19. TERMINATION OF AGREEMENT
This Agreement shall terminate and be of no further force or effect upon the filing of a certificate
of cancellation cancelling the Company’s certificate of formation pursuant to Section 7(v) of this
Agreement; but Sections 15.1, 15.2, 15.3 and 15.4 shall survive termination.
20. EFFECTIVE DATE
Pursuant to the Maine LLC Act, this Agreement shall be effective as of the effective time of the
filing of the Company’s certificate of formation.
21. NO THIRD-PARTY BENEFICIARIES
Except as contemplated by Section 15, nothing in this Agreement, express or implied, is intended
to confer upon any person or entity, other than the parties hereto and their respective successors,
any benefits, rights or remedies.
22. MISCELLANEOUS
Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine,
feminine, neuter, singular or plural, whichever shall be applicable. All references to “Sections”
and “Clauses” shall refer to corresponding provisions of this Agreement. The use of the term
“including” or any similar term shal! be deemed to mean “including, without limitation.” Any
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