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<br /> business;
<br /> (2) To perform all acts necessary to fulfill the purposes of the Company,
<br /> including engaging persons the Operating Member deems advisable to fulfill those purposes;
<br /> (3) To execute, deliver, and perform on behalf of and in the name of the
<br /> Company, without any other signature, agreements and documents deemed necessary or
<br /> desirable by the Operating Member to carry out the business of the Company, including any
<br /> lease,deed,easement, bill of sale, mortgage, trust deed,security agreement,contract of sale, or
<br /> other document conveying,leasing or granting a security interest in the interest of the Company
<br /> in any of its assets, or any part thereof,whether held in the Company's name,the name of the
<br /> Operating Member,or otherwise;and
<br /> (4) To borrow or raise money on behalf of the Company in the Company's
<br /> name or in the name of the Operating Member for the benefit of the Company and, from time to
<br /> time, to draw, make, accept,endorse, execute, and issue promissory notes, drafts, checks, and
<br /> other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure
<br /> their payments by mortgage, security agreement, pledge, conveyance, or assignment in trust of
<br /> the whole or any part of the assets of the Company, including contract rights.
<br /> 5.2 Restriction on Authority of Operatinn Member. Notwithstanding any other provision
<br /> of this Agreement, without the prior written approval or consent of a Majority of the Members,the
<br /> Operating Member does not have any authority to do any of the following(the"Major Decisions"):
<br /> (I) Amend the Company's Articles of Organization or this Agreement.
<br /> 5.3 Tax Matters Member. Christopher James Merten is hereby designated and approved as
<br /> Tax Matters Member for the Company; in such capacity, he is authorized to participate in any audit of
<br /> the Company's federal income tax return, and in connection therewith,to negotiate, settle, and make
<br /> agreements and adjustments with respect to the Company's federal income tax return that will be
<br /> binding on all the Members; provided, however, that he first consult with and obtain the approval of the
<br /> other Members, if any,concerning any audit adjustments proposed to be made to the Company's federal
<br /> income tax return. Christopher James Merten,as Tax Matters Member, must notify all Members of any
<br /> final Company audit adjustments.
<br /> 5.4 Duties of Operatin2 Member. The Operating Member must take all actions that may be
<br /> necessary or appropriate for the continuation of the Company's valid existence as a limited liability
<br /> company under the laws of Oregon and of each jurisdiction in which such existence is necessary for the
<br /> Company to conduct the business in which it is engaged and for the accomplishment of the Company's
<br /> purposes, including the presentation and operation of Company assets in accordance with the provisions
<br /> of this Agreement and applicable laws and regulations. Notwithstanding the foregoing, the Operating
<br /> Member is not required to devote his full time effort to the business and affairs of the Company,but
<br /> must devote such time as reasonably is necessary to perform his or her duties under this Agreement and
<br /> prudently to manage or operate the Company's assets and conduct its business.
<br /> 5.5 Limitation on Liability of Operating Member. The Operating Member has no liability
<br /> Page-5- OPERATING AGREEMENT
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