(a) the Member will cease to be a member of the Company;
(b) the assignee will automatically and simultaneously be admitted as the
Successor Member without any further action at the time the voluntary transfer or
assignment becomes effective under applicable law; and
(c) the Company shall be continued without dissolution.
(iii) In connection with a voluntary partial assignment or transfer by the Member of its
limited liability company interest (not including a pledge or collateral assignment or any transfer
as a result thereof ), the assignee or transferee shall not be admitted as a member of the Company
and shall not have any rights as a member other than the right to receive any distributions that are
payable in respect of the interest transferred.
(iv) Upon any other pledge, collateral assignment by the Member of all or any part of its
limited liability company interest, or any involuntary transfer of all or any part of the Member’s
limited liability company interest or transferable interest, the collatera} assignee, transferee
and/or recipient of such interest the shall not be admitted as a member of the Company and shall
not have any rights as a member other than the right to receive any distributions that are payable
in respect of the interest transferred. If the pledgee or collateral assignee of all or any part of the
Member’s limited liability company interest has the right under the controlling pledge or
assignment agreement or under other applicable law to purchase the interest in foreclosure (or to
cause or permit another person to purchase the interest in foreclosure), the purchaser shall not be
admitted as a member of the Company and shall not have any rights as a member other than the
right to receive any distributions that are payable in respect of the interest foreclosed upon and
purchased.
13. RESIGNATION
The Member may resign from the Company at such time as it shall determine. Neither the filing
of a voluntary petition in bankruptcy nor any other event specified in of the Maine LLC Act will
cause the Member to cease to be a member of the Company.
14. ADMISSION OF ADDITIONAL MEMBERS
One or more additional members of the Company may be admitted to the Company with the
written consent of the Member. In connection with the admission of any additional member of
the Company this Agreement shall be amended by the Member to make those changes it
determines to reflect the fact that the Company will have more than one member, but the failure
to so amend this Agreement shall not invalidate any otherwise valid assignment or transfer made
by the Member.
15. EXCULPATION AND INDEMNIFICATION
13.1 EXCULPATION
{R1661711.2 57989-072080 | 8
