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instrument. Facsimile or email transmission of any signed original document,and retransmission or email of any signed facsimile or email transmission, shall be the same as delivery of an original.The parties agree that this transaction may be conducted and closed by electronic means in accordance with the provisions of the Uniform Electronic Transactions Act("UETA")as codified in ORS Chapter 84.At the request of either party,the parties shall confirm facsimile or email transmitted signatures or electronic signatures by signing an original document and providing the signed original to the requesting party. 13.3 Parties in interest Subject to the limitations on transfers of Ownership Interest set forth in Sections 8 and 9 of this Agreement, each and every covenant, term, provision, and agreement herein contained shall be binding upon an inure to the benefit of the parties and their heirs,successors, permitted assigns,and representatives. 13.4 Entire Agreement This Agreement constitutes the entire understanding and agreement among the Members with respect to the subject matter hereof, and there are no agreements, understandings, restrictions, representations, or warranties among the Members other than those set forth herein or herein referred to or provided for. 13.5 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 or the Arbitration Service of Portland, as determined by the parties. Arbitration shall occur in Salem, 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 Ten Thousand Dollars ($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 its costs and attorney fees incurred in connection with the arbitration as shall be determined by the arbitrator. Judgment upon the arbitration award may be entered in any court having jurisdiction. Nothing herein, however, shall prevent a Member from resorting to a court of competent jurisdiction in those instances where injunctive relief may be appropriate. 13.6 Attorney Fees In the event of any suit or action or arbitration proceeding to enforce or interpret any provision of this Agreement (or which is based on this Agreement), the prevailing party shall be entitled to recover, in addition to other costs, reasonable attorney fees in connection with such suit, action,arbitration,and in any appeal. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party shall be decided by the arbitrator (with respect to attorney fees incurred prior to and during the arbitration proceedings) and by the court or courts, including any appellate courts, in which the matter is • OPERATING AGREEMENT(36R1STREETPROPERn;LLC) 13 41613.00001(WAKzmk/agu) 2022 SGLaw.Al!Rights Reserved. 4891-6152-3465,v.2