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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. 12.3 Counterparts. This Agreement may be executed in two or more counterparts, which together shall constitute one agreement. 12.4 Governing Law. This Agreement shall be governed by Oregon Law. 123 Headings. Headings in this Agreement are for convenience only and shall not affect its meaning. 12.6 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. 12.7 Third-Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of the Members and shall create no rights or obligations enforceable by any third party, including creditors of the Company,except as otherwise provided by applicable law. 12.8 Notice. All notices and demands required or permitted under this Agreement shall be in writing and shall be deemed to have been delivered three(3)days following deposit thereof in the United States mail, postage prepaid to the Members at their addresses as shown from time to time on the records of the Company. 12.9 Entire Agreement;Modification. This Agreement constitutes the entire understanding and agreement between the Members with respect to the subject matter of this Agreement. There are no agreements, understandings, restrictions, representations,or warranties between the Members other than those in this Agreement or referred to or provided for in this Agreement. No modification or amendment of any provision of this Agreement will be binding on any Member unless it is in writing and signed by all the Members. 12.10 Attorney Fees. In the event of any suit or action to enforce or interpret any provision of this Agreement(or that is based on this Agreement), the prevailing party is entitled to recover,in addition to other costs, reasonable attorney fees in connection with the suit, action,or arbitration, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts, including any appellate courts, in which the matter is tried,heard or decided. 12.11 Further Effect. The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement.as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement. Page-13- OPERATING AGREEMENT