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the final appraisal and purchase price is determined. If no personal representative has been appointed within 60 days after the deceased Member's death, the surviving Members have the right to apply for and have a personal representative appointed. 8.5.3 At closing,the Company will pay the purchase price for the deceased Member's Interest in the Company. If the purchase price is less than$10,000, the purchase price will be paid in cash; if the purchase price is$10,000 or more,the purchase price will be paid as follows: (I) $10,000 in cash, bank cashiers check, or certified funds; (2) The balance of the purchase price by the Company executing and delivering its promissory note for the balance, with interest at the prime interest rate stated by U.S. National Bank at the time of the deceased Member's death. Interest will be payable monthly, with the principal sum being due and payable in three equal annual installments. The promissory note will be unsecured and will contain provisions that the principal sum may be paid in whole or in part at any time,without penalty. 8.5.4 At closing, the deceased Member's estate or personal representative must assign to the Company all of the deceased Member's Interest in the Company free and clear of all liens, claims, and encumbrances,and,at the request of the Company,the estate or personal representative must execute all other instruments as may reasonably be necessary to vest in the Company all of the deceased Member's right, title and interest in the Company and its assets. If either the Company or the deceased Member's estate or personal representative fails or refuses to execute any instrument required by this Agreement, the other party is hereby granted the irrevocable power of attorney which, it is agreed, is coupled with an interest,to execute and deliver on behalf of the failing or refusing party all instruments required to be executed and delivered by the failing or refusing party. 8.5.5 On completion of the purchase price of the deceased Member's Interest in the Company,the Ownership Interest of the remaining members will increase proportionately to their then- existing Ownership Interests. 9. DISSOLUTION AND WINDING UP OF COMPANY 9A No Dissolution of Company. The death, insanity, bankruptcy, or withdrawal from the Company of a Member shall not dissolve the Company. 9.2 Events of Dissolution. The happening of any one of the following events shall work an immediate dissolution of the Company. 9.2.1 The agreement in writing by Members holding fifty-two percent (52%)or more of all of the then outstanding units to dissolve the Company. 9.2.2 By operation of law. 9.3 Windiue Un. On the dissolution of the Company, the Members must take full account of the Company's assets and liabilities, and the assets will be liquidated as promptly as is consistent Page-10- OPERATING AGREEMENT