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I ' 2.4 No Interest on Capital Contributions Members shall not be entitled to interest or other compensation for their capital contributions. 3. Allocation of Profits and Losses;Distributions 3.1 Income and Loss Determination The Company's income or loss for each fiscal year shall be determined as of the end of such fiscal year by the Company's accountants in accordance with federal income tax accounting principles, consistently applied, utilizing that method of accounting employed in the federal income tax information return filed by the Company for that fiscal year. 3.2 Allocations of Income and Loss All items of income, gain, loss, deduction, and credit shall be allocated among the Members in proportion to their respective Ownership Interests. Such items shall not be reallocated as provided in ORS 63.185(4) as a result of the admission of an additional member who has acquired an Ownership Interest in the Company from another Member. 3.3 Distribution No distribution may be made to any Member if, after giving effect to the distribution, in the judgment of the Members, either (a) the Company would not be able to pay its debts as they become due in the ordinary course of business, or (b) the fair value of the total assets of the Company would not at least equal its total liabilities, plus the amount needed if the Company were to be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution, if any, of other Members that are superior to the rights of the Member receiving the distribution. Subject to the foregoing limitation, the Company shall make such distributions, including draws, to Members as the Members shall determine. The Members acknowledge that draws need not be proportional to the Members' respective Ownership Interest. 4. Management 4.1 Management of Business The business and affairs of the Company shall be managed by the Members. Each Member shall have such rights and powers as are conferred by law or are necessary, advisable, or convenient to the management of the Business. Without limiting the generality of the foregoing,the Members shall have the following rights and powers (which they may exercise at the cost,expense,and risk of the Company): 4.1.1 To establish one or more bank accounts with any institution, the accounts or deposits of which are insured or guaranteed, subject to reasonable limitations, by an agency of the United States Government; 4.1.2 To expend the funds of the Company in furtherance of the Business; OPERATING AGREEMENT(36TH STREET PROPERTY,LLC) 3 41613-00001(WAKsmk/agu) 2022 SGLaw.All Rights Reserved. 4891-6152-3465,v.2