(iii) the persons who or entities that are authorized to execute and deliver any instrument
or document of or on behalf of the Company; or
(iv) any act or failure to act by the Company or as to any other matter whatsoever
involving the Company, the Member, a Manager or any officer of the Company.
6.3 RECORDS AND INFORMATION
The Manager shall maintain, and upon request make available to the Member, all of the books
and records of the Company referenced in the Maine LLC Act, to the extent applicabic to the
Company, except to the extent that any books and records are maintained by an officer of the
Company in accordance with Section 6. Iv). Notwithstanding anything to the contrary in the
Maine LLC Act, the Manager shall have no authority to keep any books and records of the
Company confidential from the Member.
7. TERM; DISSOLUTION
(i) The term of the Company shall be perpetual unless the Company is dissolved and
terminated in accordance with this Section 7.
(ii) The Company shall dissolve, and its affairs shall be wound up, upon the first to occur
of the following: (a) the written consent of the Member; or (b) the entry of a decree of judicial
dissolution under of the Maine LLC Act.
(iii) Upon the occurrence of any event that terminates the continued membership of the
Member in the Company, the Company shall not dissolve and the successor assign of the
Member shall agree in writing to continue the Company and to the admission of the successor
assign of the Member or its nominee or its designee to the Company as a Member, effective as of
the occurrence of the event that terminated the continued membership of the Member in the
Company.
(iv) Upon the dissolution of the Company, the Manager shall wind up the Company’s
affairs as provided in the Maine LLC Act. Upon the winding up of the Company’s affairs, the
Manager shall distribute the property of the Company as follows:
(a) First, to creditors, including the Member if it is a creditor, to the extent
permitted by law, in satisfaction of the Company’s liabilities (whether by payment or the
making of reasonable provision for payment thereof); and
(b) Second, to the Member in cash or property, or partly in cash and partly in
property, as determined by the Manager.
(v) Upon the completion of the winding up of the Company, the Manager shall file a
certificate of cancellation with the Secretary of State of the State of Maine canceling the
Company’s certificate of formation at which time the Company shall terminate.
{RIGAITIL2 SIROTIOR 6
