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• u Page 6— OPERATING AGREEMENT 7. DISSOLUTION AND WINDING UP 7.1 Events of Dissolution. The Company will dissolve upon the earlier of(a) approval of dissolution by the Member or(b)such time as the Company has no members. Neither the dissolution nor bankruptcy of the Member nor the assignment of the Member's entire member ship interest will dissolve the Company. 7.2 Winding Up and Liquidation. Upon the dissolution of the Company, the affairs of the Company must be wound up by the Managers. If the affairs of the Company are to be wound up,a full account must be taken of the assets and liabilities of the Company,and the assets of the Company must then be promptly liquidated. The proceeds must be paid to creditors of the Company in satisfaction of all liabilities and obligations of the Company,including,to the extent permitted by law,liabilities and obligations owed to the Member as a creditor. Any remaining proceeds may then be distributed to the Member. Property of the Company may be distributed in kind in the process of winding up and liquidation with the consent of the Member. 7.3 Negative Capital Account. If the Member has a negative balance in the Member's capital account upon liquidation of the Company, the Member will have no obligation to make any contribution to the capital of the company to make up the deficit,and the deficit will not be considered a debt owed to the Company or any other person for any purpose. 8. INDEMNIFICATION AND LIABILITY LIMITATION 8.1 Indemnification. The Company must indemnify each of the Managers to the fullest extent permissible under the law of the State of Oregon,as the same exists or may hereafter by amended,against all liability,loss,and costs(including,without limitation,attorney fees)incurred or suffered by the Manager by reason of or arising from the fact that the Manager is or was a manager of the Company,or is or was serving at the request of the Company as a manager,member,director,officer,partner,trustee, employee,or agent of another foreign or domestic limited liability company,corporation,partnership,joint venture,trust,benefit plan,or other enterprise.