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or reason of or arising from the fact that such person is or was an Operating Member of the Company, or is or was serving at the request of the Company as an Operating Member,director,officer, member, trustee,employee,or agent of another foreign or domestic limited liability company,corporation, partnership,joint venture, trust benefit plan or other enterprise. The Company may, by actions of the Members or Operating Member, provide indemnification to employees and agents of the Company who are not Operating Members. The indemnification provided in this section shall not be exclusive of any other rights to which any person may be entitled under any statute, bylaw, agreement,resolution of Members or Operating Member, contract, or otherwise. 10.2 Limitations ofLiabilisj. The Operating Member of the Company shall not be liable to the Company or its Members for monetary damages for conduct as Operating Member except to the extent that the Oregon Limited Liability Company Act,as it now exists or may hereafter be amended, prohibits elimination or limitation of Operating Member liability, No repeal or amendment of this section or of the Oregon Limited Liability Company Act shall adversely affect any right or protection of an Operating Member for actions or omissions prior to the repeal or amendment. 11. AMENDMENTS 11.1 Amendment of Agreement. Except as otherwise required by law and under this Agreement, the Agreement may be amended in any respect upon the affirmative vote of members holding fifty-one percent(51%) of the Ownership Interests provided that no amendment shall be adopted, the net result of which is to materially impair the vested rights of any Member or to dilute the Ownership Interests of any Member unless the unanimous consent of all the Members has first been obtained. In the event the Operating Member refuses to amend this Agreement to accommodate changes required herein from time to time, said vote by the Members shall be deemed to override said Operating Member's withholding of necessary action to amend this Agreement. 11.2 Direction to OaeratinE Member. In the event this Agreement shall be amended pursuant to this Section,the Operating Member shall amend the Articles of Organization to reflect any such changes if it deems such amendment of the Articles of Organization to be necessary or appropriate. 12. MISCELLANEOUS 12.1 Additional Documents. Each Member shall execute such additional documents and take such actions as are reasonably requested by the Operating Member in order to complete or confirm the transactions contemplated by this Agreement. 12.2 Arbitration. Any dispute among the Members or among the Members and the Company concerning this Agreement shall be settled by arbitration before a single arbitrator, using the rules of commercial arbitration of the American Arbitration Association. Arbitration shall occur in Portland, Oregon. The parties shall be entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure, subject to limitation by the arbitrator to secure just and efficient resolution of the dispute. If the amount in controversy exceeds $10,000,the arbitrator's decision shall include a statement specifying in reasonable detail the basis for and computation of the amount of the award,if any. A party substantially prevailing in the arbitration shall also be entitled to recover such amount for Page-12- OPERATING AGREEMENT F