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r 7.7 Capital Accounts The Company shall maintain a capital account for each Member on a cumulative basis in accordance with federal income tax accounting principles as set forth in Treasury Regulations§ 1.704-1(b)(2)(iv)or any successor provision. 7.8 Banking All funds of the Company shall be invested or deposited in a separate account with an institution, the accounts or deposits of which are insured or guaranteed by an agency of the United States Government, subject to reasonable limitations. Such funds may be withdrawn upon the signature of the Members, or such person or persons as are designated by the Members. 8. Transfer of Ownership Interest 8.1 Restriction on Transfer A Member may not assign, pledge, mortgage, sell or otherwise transfer the Member's Ownership Interest in the Company, and no transferee shall be admitted as a Member, without the prior approval of the Member(s) who own a Majority of the Ownership Interest. A transferee approved by the Members as provided in this Section shall be admitted as a Member only upon execution of an admission agreement in 'a form provided by the Company and payment of any and all expenses incurred by the Company incident to the transfer. Notwithstanding anything contained herein to the contrary, any Member who succeeds to the interest of another Member upon such other Member's death, and any transferee permitted under Sections 9.2 and 9.3, below, shall automatically be admitted as a Member with regard to the interest of the transferring Member. 8.2 Transfer on Death Policies Oregon law allows Ownership Interests to be designated "Transfer on Death" ("TOD") to an individual or trust,thereby avoiding probate on death of the Member.The Company shall allow the Members to make a transfer on death designation with respect to their Ownership Interests, pursuant to duly adopted Uniform Transfer on Death Policies,subject to all provisions, including purchase rights and obligations, and restrictions on transfer, as set forth in this Agreement. If no certificates have been issued to represent such Ownership Interests, then all such TOD designations shall be recorded on the books and records of the Company. 9. Right of First Refusal 9.1 First Right of Refusal Except as otherwise provided in this Agreement, no Member shall sell, assign, transfer, mortgage, encumber, pledge,or otherwise dispose of its interest in the Company,or any portion thereof, without first making a written offer to sell such interest to the remaining Member or Members on the same terms and conditions set forth in a bona fide offer received from a third party. The remaining Members shall have thirty (30) days to accept or reject the right of first refusal and ninety (90) days after receipt of the written offer to sell in which to close the OPERATING AGREEMENT(36TH STREET PROPERTY,LLC) 8 41613.00001(WAKxmk/agu) 2022 Maw.All Rights Reserved. 4891-6152-3465,v.2