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11.2 Winding Up <br /> Upon the dissolution of the Company, the Members shall take full account of the <br /> Company's assets and liabilities, and the assets shall be liquidated as promptly as is consistent <br /> with obtaining their fair value, and the proceeds, to the extent sufficient to pay the Company's <br /> obligations with respect to such liquidation, shall be applied and distributed in the following <br /> order, after any gain or loss realized in connection with the liquidation has been allocated in <br /> accordance with Section 3.2 of this Agreement, and the Members' capital accounts have been <br /> adjusted to reflect such allocation and all other transactions through the date of such <br /> distribution: <br /> 11.2.1 To payment and discharge of the expenses of liquidation and of all the <br /> Company's debts and liabilities to persons or organizations other than <br /> Members; <br /> 11.2.2 .To the payment and discharge of any Company debts and liabilities owed to <br /> Members; <br /> 11.2.3 To Members in the amount of their respective adjusted capital account balances <br /> on the date of distribution;and <br /> 11.2.4 To Members in proportion to their respective Ownership Interests. <br /> 12. Life Insurance <br /> If the Company shall own any life insurance policy insuring the life of any Member or possess <br /> any incident of ownership with respect to any such policy, the insured Member shall have no right or <br /> power to exercise or to participate in the exercise of any of the incidents of ownership with respect to <br /> such policy, including, but not limited to, the right to borrow from the insurance company or any other <br /> person using such policy as collateral,to change or to prevent any change in the beneficiary designation <br /> under such policy, and to surrender the policy or any portion thereof for its cash surrender value or to <br /> cancel or terminate any such policy. Any exercise of any incident of ownership in any such policy shall <br /> be exercised only by a Majority of the Members other than the insured Member. Any decision of the <br /> Company to acquire or dispose of a life insurance policy insuring the life of any Member shall be made <br /> by a Majority in interest of the Members other than the insured Member and without any participation <br /> by the insured Member. <br /> 13. General Provisions <br /> 13.1 Governing Law <br /> This Agreement and the rights of the parties hereunder shall be governed by and <br /> interpreted in accordance with the laws of the State of Oregon (without regard to principles of <br /> conflicts of law). <br /> 13.2 Counterparts,Facsimile, and Electronic Signatures <br /> This Agreement may be executed simultaneously in one or more counterparts, each of <br /> which shall be deemed an original, and all of which together shall constitute one and the same <br /> OPERATING AGREEMENT(36T I STREET PROPERTY,LLC) 12 <br /> 41613-00001(WAKmmktagu) <br /> ®2022 SGLaw.All Rights Reserved. <br /> 4891-6152-3465,v.2 <br />