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protection with respect of any losses, damages or claims incurred by them by reason of its fraud, deceit, or willful misconduct with respect to such acts or omissions; and (b) any and all indemnification under this Section 13 shall be provided and satisfied out of and to the extent of Company's assets only, and the Member shall have no personal liability on account thereof. 14. Assi ng~ment. The Member may assign in whole or in part its membership interest in the Company, and if the Member assigns its interest to more than one entity or assigns its membership interest in part, after such assignment all references herein to Member shall thereafter refer to all Members jointly and no Member shall thereafter assign its membership interest in whole or in part without the prior written consent of all other Members, which consent may be withheld, conditioned, or delayed in Member's sole discretion. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company as a Member upon its execution of an instrument signifying agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. 15. Dissolution. (a) The existence of the Company shall be perpetual; provided, however, that the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) at the time or upon the occurrence of events specified in the Articles, if any; (ii) the written consent of the Member; (iii) the occurrence of any event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act; or (iv) the entry of a decree of judicial dissolution pursuant to Section 17351 of the Act. (c) The bankruptcy or other event described in the Act with respect to the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. Upon the dissolution of the Member, the powers of the Member maybe exercised by its legal representative or successor. (d) In the event of dissolution, the Company (by and through the Manager) shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the Act; provided however, that if the Company is dissolved pursuant to a decree of judicial dissolution pursuant to the Act, the assets of the Company shall be distributed in the manner, and in the order of priority, set forth in such decree. C:~DOCUMEN'IS AND SEi'[7NGSDAVID L4NGON~LOCAL SETIWGS\TEMPORARY INCFRNfiT' FiLE51CONIFNC-IESlFQ5M5'I2ESINGI.EMEMBEROPERATINGAGT4-22- OS[2].DOC Aptil27, 2005