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20-101386-LLC Operating Agmt-04-13-2022-V1OPERATING AGREEMENT OF FEDERAL WAY PARCEL A, LLC, a Delaware limited liability company This Operating Agreement ("Agreement") of Federal Way Parcel A, LLC, a Delaware limited liability company (the "Company"), is made and entered into as of May 3, 2021 (the "Effective Date"), by and between Holdings Federal Way, LLC, a Delaware limited liability company (the "Member") and Holdings Federal Way Manager, LLC, a Delaware limited liability company (the "Manager"), and any other member or manager admitted pursuant to this Agreement. NOW, THEREFORE, in consideration of foregoing recitals, and the mutual promises, covenants and agreements contained herein, the Member and the Manager do hereby promise, covenant and agree as follows: 1. DEFINITIONS. Certain terms and words used in this Agreement shall have the meanings set forth below in addition to those words defined in the Glossary of Terms attached to this Agreement as Exhibit "A" and made a part hereof. "Company" means Federal Way Parcel A, LLC, a Delaware limited liability company. "Effective Date" means May 3, 2021. "Manap-er" means Holdings Federal Way Manager, LLC, a Delaware limited liability company, or any successor appointed by a Required Majority of the Members. "Member" means Holdings Federal Way, LLC, a Delaware limited liability company. "Property" means that certain parcel of real property, improvements thereon and personal property associated therewith, located at Lot 6 of City of Federal Way boundary line adjustment no. 17-100484-SU, recorded under recording no. 20171103900001, in King County, Washington, and any other assets used in connection with the ownership and operation of such property. 2. ORGANIZATION. a. Agreement. The Manager and the Member of the Company hereby enter into this Agreement pursuant to the provisions of the Act to establish the respective rights, duties and obligations of the Company, the Member, the Manager and any future Members of the Company. b. Place of Business. The mailing address of the Company shall initially be 4020 Kinross Lakes Parkway, Suite 200, Richfield, Ohio 44286. The principal place of business of the Company shall be at the property and may be changed from time to time by the Manager in its discretion. C. Term. The term of this Agreement shall commence on the Effective Date and shall continue thereafter in perpetuity unless this Agreement is terminated as herein provided. d. Re uired or Permitted Filin s. The Manager shall cause such documents as may be required or permitted by the Act and/or any other applicable law, rule or regulation for the formation Federal Way Parcel A, LLC. OA.05-03-21 of the Company and the operation of its business consistent with the purposes of this Agreement to be prepared and filed with the appropriate authorities. The name and address of the initial agent for service of process on the Company shall be designated and may be changed from time to time by the Manager. e. Purposes. The purposes of the Company are: Property; (i) to own, hold, lease, operate, manage, maintain, develop and/or improve the (ii) to hold the Property for the production of rental and other income; (iii) to hold the Property for investment and long-term appreciation, and to ultimately sell, exchange or otherwise dispose of the Property; (iv) to sell, transfer, exchange, convey, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with the Property; and (v) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above -mentioned purposes. The Company, and the Member, or any Manager on behalf of the Company, may enter into and perform their obligations under all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Manager or other Person, notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Member, the Manager or any director or officer to enter into other agreements on behalf of the Company. g. Ccrtificates. The person designated as an "authorized person" within the meaning of the Act, has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Member thereupon became the designated "authorized person" and shall continue as the designated "authorized person" within the meaning of the Act. The Member or Manager shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in the state in which the property is located and in any other jurisdiction in which the Company may wish to conduct business. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act. 3. MANAGEMENT. The Company shall be manager managed. The responsibility for the management and operation of the Company and its business shall be vested in the Manager. 2 Federal Way Parcel A, LLC. OA.05-03-21 4. MEMBERSHIP. a. Members. The name, address, and Member Percentage of each Member is set forth on an Exhibit `B" attached to this Agreement and made a part hereof. Exhibit `B" shall be amended from time to time to reflect any changes to the information contained therein. b. Admission of Additional Members. Except as set forth in this Agreement, Additional Members may be admitted to the Company only with the prior written consent of a Required Majority of the Members. 5. CAPITAL CONTRIBUTIONS. a. Contribution to Capital by Members. The Member shall make Capital Contributions in cash or property as determined by the Member with the consent of the Manager. The Member shall have a Member Percentage of 100%. b. Limitation on Additional Contributions. No Member shall be permitted or required to make additional Capital Contributions to the Company beyond those described in Paragraph 5.a, unless the consent of a Required Majority of the Members is first obtained. All additional Capital Contributions shall be made by the Members pro rata in accordance with their respective Member Percentages, unless the Members unanimously agree otherwise. C. Limited Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. No Member of the Company shall be obligated personally for any debt, obligation or liability of the Company solely by reason of being a Member of the Company. d. Withdrawal of Cavital. No Member shall have the right to withdraw or receive a return of any Capital Contribution, and no Capital Contribution may be returned in the form of property other than cash, except as otherwise specifically provided in this Agreement. e. Interest on Capital. No Member shall be entitled to receive any interest on its Capital Contributions or on any positive Capital Account balance, except as otherwise provided in this Agreement. 6. DISTRIBUTIONS AND ALLOCATIONS. a. Distribution of Cash Flow. Cash Flow shall be distributed to the Members pro rata in accordance with their respective Member Percentages. b. Allocation of Profits and Losses. Profits and Losses for any taxable year shall be allocated among the Members pro rata in accordance with their respective Member Percentages. C. Tax Allocations. All items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated in accordance with the corresponding "book" items in accordance with the principles of IRC Section 704(c) and Treasury Regulation Section 1.704- 1(b)(4). If the Members determine that it is necessary or appropriate to modify the manner in which such tax allocations are allocated under this Paragraph 6 in order to comply with the principles 3 Federal Way Parcel A, LLC. OA.05-03-21 reflected in IRC Section 704(c) or such Treasury Regulation, the Members may make such modifications. d. Method of Accounting. Profits and Losses shall be computed by use of the cash or accrual method of accounting, as determined by the Manager and the accountants or tax advisors retained by the Manager, in accordance with sound tax accounting principles consistently applied, adjusted to the extent necessary to conform to the applicable provisions of this Paragraph 6 and Paragraph 7. 7. MAINTENANCE OF CAPITAL ACCOUNTS. a. Capital Accounts. i. Capital Account Balances. Throughout the existence of the Company, the Company shall establish and maintain a Capital Account for each Member. The Capital Account balance of each Member shall be equal to its Capital Contribution, as set forth in Paragraph 5.a. ii. Adjustments by Members. The Manager and the accountants or tax advisors retained by the Manager shall maintain the Capital Accounts of the Members in compliance with the provisions of Treasury Regulation Section 1.704-1(b), which provisions are incorporated in this Agreement and made a part hereof. In the event that the Manager determines that it is prudent to modify the manner in which the Capital Accounts are adjusted and/or maintained in order to comply with the requirements of such Treasury Regulation, then the Manager may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Member under Paragraph 13 on dissolution of the Company. iii. Adjustments Where Guidance _ is Lacking. If the provisions of this Paragraph 7 or Treasury Regulation Section 1.704-1(b) fail to provide guidance as to how the Capital Accounts of the Members should be maintained to reflect particular adjustments to Company capital on the books of the Company, such capital adjustments shall be made in a manner that: (1) maintains equality between the aggregate governing Capital Accounts of the Members and the amount of Company capital reflected on the Company's balance sheet; (2) is consistent with the underlying economic arrangements of the Members; and (3) is based, wherever practicable, on federal income tax accounting principles. b. Basic Rules for Capital Account Entries. i. The Capital Account of each Member shall be determined strictly in accordance with the rules set forth in Treasury Regulation Section 1. 704-1 (b)(2)(iv). M Federal Way Parcel A, LLC. OA.05-03-21 ii. Subject to Paragraphs 7(a) and 7(b)(i), a Member's Capital Account shall be increased by: (1) the amount of money contributed by the Member to the capital of the Company; (2) the fair market value of the property contributed by the Member to the capital of the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under IRC Section 752); and decreased by: (3) the amount of Profits allocated to the Member. iii. Subject to Paragraphs 7(a) and 7(b)(i), a Member's Capital Account shall be (1) the amount of money distributed to the Member by the Company; (2) the fair market value of property distributed to the Member by the Company (net of liabilities secured by such distributed property that the Member is considered to assume or take subject to under IRC Section 752); (3) the Member's share of the Company's IRC Section 705(a)(2)(B) Expenditures, including losses which are nondeductible under IRC Sections 267(a)(1) or 707(b); (4) the Member's share of amounts paid or incurred by the Company to organize the Company, except to the extent properly amortizable for federal income tax purposes; and (5) the amount of Losses allocated to the Member. 8. ADMINISTRATIVE AND ACCOUNTING MATTERS. a. Books and Records. The Manager shall keep the following Company documents at the principal office of the Company: a current list of full name, last known address, and Member Percentage of each Member; ii. fully -executed copies of this Agreement and all amendments to this Agreement; iii. copies of the Certificate of Formation of the Company and all amendments thereto; iv. copies of the federal, state and local income tax or information returns and reports of the Company, if any, for at least the six (6) most recent taxable years; Federal Way Parcel A, LLC. OA.05-03-21 V. financial statements of the Company for at least the six (6) most recent fiscal years; and vi. the books and records of the Company for at least the current and past six (6) fiscal years. b. Delivery to Members and Inspection. Each Member has the right to inspect and copy, during normal business hours, any of the Company's records required to be maintained under Paragraph 8.a. Within ninety (90) days after the end of each taxable year of the Company, each Member shall receive a copy of the federal and state income tax returns of the Company and the information necessary for the Member to complete its federal and state income tax or information returns. C. Tax and Fiscal Year. The tax and fiscal year of the Company shall be the calendar year. d. Tax Matters Partner. The Manager shall be the Tax Matters Partner (as defined in IRC Section 6231) to represent the Company (at the Company's expense) in connection with all examinations of the Company's affairs by tax authorities, including resulting judicial and administrative proceedings, and to expend Company funds for professional services and costs associated therewith. A Required Majority of the Members may select a replacement or successor Tax Matters Partner at any time. 9. MANAGEMENT AND RELATED MATTERS. a. Control by Manager. Subject to the consent, voting and other approval rights expressly granted to the Members under this Agreement and the Act, the Manager shall have sole and exclusive control over the business and affairs of the Company and shall have all of the rights and powers which may be possessed by a member or a manager under the Act (including, without limitation, incurring debt and acquiring and disposing of property). Neither the Manager nor the Members are required to hold meetings. b. Specific Authority, Powers Duties of Manager. The Manager shall have the specific rights, powers and duties required for or appropriate to management of the Company's business, including, but not limited to, the right and power to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company. All checks, drafts, and other instruments obligating the Company to pay money may be signed by the Manager, except in those instances in which the contract or obligation must be approved by a Required Majority of the Members. The Manager is authorized to sign contracts and obligations on behalf of the Company, except in those instances in which the contract or obligation must be approved by a Required Majority of the Members. C. Officers. The Manager may from time to time appoint officers of the Company and delegate to such officers such authority and duties as the Manager may deem advisable. The Manager may assign titles (including, without limitation, Chairman, President, Vice President, Chief Executive Officer, Chief Financial Officer, Chief Technology Officer and Director) to any such officer. Any individual may hold any number of offices. The officers shall serve at the pleasure of the Manager, and any officer may be removed by the Manager at any time, subject to all rights, if 6 Federal Way Parcel A, LLC, OA.05-03-21 any, of an officer under any contract of employment with the Company. The officers shall exercise such powers and perform such duties as specified in this Agreement or as determined from time to time by the Manager. . d. Limitations on Power of Manager. The Manager shall not have the authority hereunder to engage in or cause the Company to engage in any of the following transactions without first obtaining the consent of the Required Majority of the Members: Company; i. the purchase of assets not in the ordinary course of the business of the ii. the purchase by the Company of any Member's Member Interest; iii. the transfer or encumbrance of any Member's Member Interest; iv. changing one or more of the principal purposes of the business of the Company as set forth in Paragraph 2.e. e. Prohibited Acts of Manager. The Manager shall not have the authority to do any act prohibited by law or any authority to: i. permit any creditor who makes a nonrecourse loan to the Company (whether or not such loan has been approved by a Required Majority of the Members) to acquire, at any time as a result of making such loan, any direct or indirect interest in the profits, capital or any asset of the Company other than as a secured creditor; or ii. permit the Company to be charged with any overhead or salaries of the Members or any of their Affiliates, except as otherwise permitted under this Agreement. f. Fiduciary Obligations of Manager. The Manager shall be under a fiduciary duty to conduct the affairs of the Company in the best interests of the Company and the Members. The Manager shall have a fiduciary responsibility for the safekeeping and use of all Company funds and assets, whether or not in its possession or control or under its management, for the exclusive benefit of the Company. Neither the Manager, nor any Member, nor any Affiliate of the Manager or any Member shall enter into any transaction with the Company which may significantly benefit the Manager, any Member, or any Affiliate of the Manager or any Member in their independent capacity, unless the transaction is expressly permitted under this Agreement or approved by a Required Majority of the Members. g. Devotion of Time of Managg . The Manager shall not be obligated to devote full time to the business and affairs of the Company. The Manager is and/or may become involved in other businesses, occupations and entities during the existence of the Company. During the term of the Company, the Manager shall devote such reasonable amounts of time as it determines, in its discretion, to be necessary to manage the Company's business and affairs and perform the duties of the Manager under this Agreement. h. I'aymelits to Marlagcr. Except as set forth in this Agreement, neither the Manager nor any Affiliate of the Manager shall be entitled to remuneration for services rendered to the Company. The Manager and its Affiliates shall receive only the following payments: 7 Federal Way Parcel A, LLC. OA.05-03-21 i. The Company may pay the Manager and/or its Affiliates for services rendered or provided to the Company to the extent that the Manager is not required to render such services without charge to the Company, and to the extent that the fees paid to the Manager or Affiliate do not exceed the fees that would be payable to an independent responsible third party that is willing to perform such services or provide such goods. ii. The Company shall reimburse the Manager and/or its Affiliates for out-of- pocket expenses incurred in connection with organizing the Company, preparing this Agreement, acquiring and operating Company assets, and administering the Company. i. Bank Accounts. The Manager shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other Person. j. Successor Manager. A Required Majority of the Members may terminate the Manager and select a successor Manager at any time with or without cause. 10. LIMITATIONS ON LIABILITY; INDEMNIFICATION. a. Limitation on Liability. The Manager shall not have any liability, responsibility or accountability in damages or otherwise to any other Member or to the Company for losses, damages, penalties, actions, suits, proceedings, judgments, costs, expenses, or disbursements of any kind or nature whatsoever ("Damages") arising out of any action or inaction on the part of the Manager, any Member, or the Company other than the Damages resulting from the Manager's own fraud, gross negligence, criminal act or breach of fiduciary duty to the Company or any other Member. b. Indemnification. The Company (or its receiver or trustee) agrees to indemnify, pay, defend, protect, and hold the Manager harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, suits, proceedings, judgments, costs, expenses, and disbursements of any kind or nature whatsoever, including, without limitation, all costs and expenses of investigation, defense, appeal and settlement ("Indemnity Damages") of any and all suits, actions, claims, or proceedings instituted against the Company, the Manager, or any Member in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Manager, any Member, or the Company other than the portion of the Indemnity Damages resulting from the indemnified Person's own fraud, gross negligence, criminal act or breach of fiduciary duty to the Company or any Member. C. Survival. The provisions of this Paragraph 10 shall survive any termination of this Agreement. 11. LIMITATIONS ON MEMBERS. No Member shall have the right or power to: (a) withdraw or reduce Capital Contributions, except as the result of the dissolution of the Company or as otherwise provided by law or this Agreement; (b) cause the termination or dissolution of the Company, except as set forth in this Agreement; or (c) demand or receive property other than cash in return for Capital Contributions. No Member shall have priority over any other Member either as to the return of capital, profits or distributions. Other than on dissolution of the Company, there has been no time agreed on when the Capital Contributions of any Member will be returned. 8 Federal Way Parcel A, LLC, OA.05-03-21 12. TRANSFERS OF MEMBER INTERESTS. a. Resignation. The Member may not resign, unless an Additional Member is simultaneously admitted to the Company pursuant to this Paragraph 12. If the Member is permitted to resign pursuant to this Paragraph 12, an Additional Member of the Company shall be admitted to the Company, subject to Paragraph 4[12), upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member shall cease to be a member of the Company. b. In General. No Member shall transfer or encumber its Member Interest or any part thereof without the consent of a Required Majority of the Members (which consent shall not be unreasonably withheld) and only in accordance with the terms of this Paragraph 12. The transferee in any transfer not in compliance with the requirements of this Paragraph 12 shall possess only an economic interest in the Company, and, accordingly, shall be entitled to receive only the share of profits, distributions, and the return of Capital Contributions to which the holder of the transferred interest would have been entitled. Any act in contravention of any provisions of this Paragraph 12 shall be null and void as against the Company and the other Members. C. Specific Restriction on Transfer of Member Interests. Each Member hereby agrees not to transfer any portion of its interest in profits and capital in any way that would cause a constructive termination of the Company under IRC Section 708. The transferor Member whose transfer of an interest in the Company causes a deemed termination of the Company pursuant to IRC Section 708 shall pay the cost of any appraisal obtained in connection with a revaluation of the property of the Company. Notwithstanding the foregoing, or any other provision in this Paragraph 12, any Member may prohibit the transfer of an interest in the Company, in its sole discretion, to avoid a constructive termination of the Company under IRC Section 708. d. Securities Laws. i. The interests in the Company represented by this Agreement have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or qualified under the securities laws of any state. Member Interests may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated to any Person unless subsequently registered and qualified, or, in the opinion of counsel satisfactory to the Members, an exemption from such registration or qualification is available, and the proposed purchaser of a Member Interest satisfies the investment suitability standards applicable to the Company. ii. Each Member agrees that a legend condition may be placed on any certificate or other document evidencing ownership of a Member Interest, which legend shall be in a form approved by counsel selected by the Members. e. Right of First Negotiation. If any Member desires to transfer all or any part of its Member Interest, except in the instance of a transfer permitted under Paragraph 12.g, such Member shall notify the Company and the other Members in writing of such desire and, for a period of thirty (30) days thereafter, the Members and the Company shall negotiate with respect to the purchase of OJ Federal Way Parcel A, LLC. OA.05-03-21 such Member's Member Interest. During such period, the Member desiring to transfer such Member Interest may not solicit a transferee for such Member Interest. f. Right of First Refusal. If the period described in Paragraph 12.e expires without an agreement being reached as to the purchase of the Member Interest referred to therein, the Member desiring to transfer its Member Interest may solicit transferees. In such event, each time a Member proposes to transfer all or any part of its Member Interest, such Member shall first offer such Member Interest to the Company and the non -transferring Members in accordance with the following provisions: i. Such Member shall deliver a written notice ("Option Notice") to the Company and the other Members stating (1) such Member's bona fide intention to transfer such Member Interest, (2) the Member Interest to be transferred, (3) the purchase price and terms of payment for which the Member proposes to transfer such Member Interest and (4) the name and address of the proposed transferee. ii. Within thirty (30) days after receipt of the Option Notice, the Company shall have the right, but not the obligation, to elect to purchase all or any part of the Member Interest upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non -cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non -cash consideration offered, as determined by the non -transferring Members. If the Company exercises such right within such thirty (30)-day period, based upon the consent of a Required Majority of the non -transferring Members, the Company shall give written notice of that fact to the transferring and non -transferring Members. iii. If the Company fails to elect to purchase the entire Member Interest proposed to be transferred within the thirty (30)-day period described in Paragraph 12.f(ii), the non - transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Member Interest upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non -cash consideration, such purchasing Members may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non -cash consideration offered, as determined by the non -transferring Members. Within sixty (60) days after receipt of the Option Notice, each non -transferring Member shall notify the transferring Member in writing of its desire to purchase a portion of the Member Interest proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of such Member not to purchase any of the Member Interest which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Member Interest in the same proportion that the Member Percentage of such Member bears to the aggregate of the Member Percentages of all of the Members electing to so purchase the Member Interest being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Member Interest, then the other Member or Members can elect to purchase more than their pro rata share. iv. If the Company and the other Members elect to purchase or obtain any or all of the Member Interest designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of the Option Notice, and the transferring Member, the 10 Federal Way Parcel A, LLC. OA.05-03-21 Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such transaction. V. If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, any or all of the Member Interest designated in the Option Notice, then the transferring Member may transfer, to the proposed transferee, the portion of the Member Interest described in the Option Notice not so purchased, provided that such transfer (1) is completed within thirty (30) days after the expiration of the Company's and the other Members' rights to purchase such Member Interest, (2) is made on the terms set forth in the Option Notice, and (3) otherwise complies with Paragraphs 12.a, 12.b, and 12.c. g. Exempt Transfers. Members may make any of the transfers of their interests in the Company described in this Paragraph 12(g) without complying with the other requirements of this Paragraph 12. The transferee shall be substituted as a Member only on compliance with Paragraph 12.(i), to the extent of the transferred Member Interest. A permitted transfer shall be a gratuitous transfer to a trust, provided that the transferor Member and such Member's Immediate Family own more than fifty percent (50%) of the beneficial interests of any such trust. A Member's "Immediate Family" shall include only the Member's spouse, lineal ancestors and lineal descendants. Any subsequent sale, assignment, transfer, pledge or other encumbrance ("Disposition") of the beneficial interests in any such trust, which by itself or which, when added to prior Dispositions of such beneficial interests made after the transfer of the Member Interest to the trust, equals or exceed more than fifty percent (50%) of the total beneficial interest in the trust, shall be deemed to be a transfer of the Member Interest owned by the trust for all purposes and shall be subject to the other requirements of this Paragraph 12. h. Encumbrance of Member Interests. A Member may encumber its Member Interest, or any part thereof or an interest therein, only with the consent of a Required Majority of the Members, which consent shall not be unreasonably withheld or delayed. i. Substitution of Transferee Member. The transferee of an interest in the Company otherwise transferred in compliance with this Paragraph 12 shall be admitted as a Member on satisfaction of the following additional conditions: i. Filing with the Company a duly executed and acknowledged written instrument of transfer in a form approved by the Manager, specifying the Member Interest being transferred and setting forth the intention of the transferor Member that the transferee be admitted as a Member; ii. Execution and acknowledgment by the transferor Member and the transferee of any other instruments required by the Manager, including the acceptance of and adoption by the transferee of this Agreement; and iii. Payment to the Company of an amount sufficient to cover the Company's reasonable expenses in connection with the transfer. 11 Federal Way Parcel A, LLC. OA.05-03-21 13. DISSOLUTION OF COMPANY. a. Events Causinia Dissolution. i. The Company shall be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events (each a "Dissolution Event"): (1) The termination of the legal existence of the last remaining Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Member of the Company in the Company unless the Company is continued without dissolution in a manner required under this Paragraph 13 or permitted by this Agreement or the Act; (2) Expiration of the term of the Company; or (3) Entry of a decree of judicial dissolution pursuant to the Act. ii. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a Member of the Company or that causes the Member to cease to be a Member of the Company (other than (A) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Paragraphs 4 and 12, or (B) the resignation of the Member and the admission of an Additional Member of the Company pursuant to Paragraphs 4 and 12), to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (x) to continue the Company and (x) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member of the Company or the Member in the Company. iii. Notwithstanding any other provision of this Agreement, each of the Member, the Manager and any Additional Member waive any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, Manager or Additional Member, or the occurrence of an event that causes the Member, Manager or Additional Member to cease to be a Member of the Company. b. Winding Up and Liquidation of Com an . On the occurrence of a Dissolution Event, the Manager shall liquidate the Company assets as promptly as is consistent with obtaining the fair value thereof and, to the extent they are sufficient, apply and distribute the proceeds of the liquidation in the following order: i. Payment or satisfaction of all indebtedness secured by Company assets and all other Company debts, including, but not limited to, loans from Members (if any) and expenses of liquidation; ii. Deposit of reasonable reserves for the payment of contingent liabilities and expenses of the Company in a trust account and, after the passage of a reasonable period of time and the payment of any contingencies arising in that period, the balance remaining in the trust account 12 Federal Way Parcel A, LLC. OA.05-03-21 shall be distributed to the Members in accordance with the ensuing provisions of this Paragraph 13; and iii. After allocation of Profits and Losses arising from the liquidation of Company assets, the remaining liquidation proceeds shall be distributed to the Members to the extent of and in proportion to their positive Capital Account balances. C. Company Assets Sole Source of Return of Capital. Each Member shall look solely to the assets of the Company for all distributions with respect to its interest in the Company and shall have no recourse therefore, on dissolution or otherwise, against the Manager or other Members. d. Deficit Capital Account Balance. If, following the dissolution and liquidation of the Company, a Member has a negative balance in its Capital Account, such Member shall be obligated to contribute an amount equal to such negative balance to the capital of the Company. e. Re uirement of Liquidation According to Capital Account Balances. Following the dissolution of the Company, liquidating distributions shall be made to those Members who have a positive balance in their Capital Accounts in accordance with their positive capital account balances pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). All such liquidating distributions shall be made by the close of the taxable year in which the liquidation occurs or within ninety (90) days following the date of such liquidation, whichever is later. Liquidating distributions may be made to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members at such time or times as the Manager may determine in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement. 14. AMENDMENTS. a. Amendments to Admit Additional or Substituted Members. If this Agreement is amended to reflect the admission of an Additional Member, such amendment shall be signed by all of the Members and by such Additional Member. If this Agreement is amended to reflect the substitution of a Member pursuant to this Agreement, the amendment to this Agreement shall be signed by all of the remaining Members, by the Person to be substituted or added, and by the transferor Member. b. All Other Amendments. With the exception of amendments permitted under Paragraph 14. a, any amendment to this Agreement must be approved by a Required Majority of the Members. Any amendment to this Agreement may be proposed by any Member. Following such proposal, the Member shall submit a verbatim statement of any proposed amendment and an assessment as to the effect of such amendment on the liability of the Members for the debts of the Company. C. Covenant to Sign Amendments. Each Member shall promptly execute, acknowledge and deliver to the Company such documents and instruments as may be necessary to effectuate any amendments to this Agreement authorized pursuant to this Paragraph 14. 13 Federal Way Parcel A, LLC. OA.05-03-21 d. Filing of Amendment. In making any amendments to this Agreement, there shall be prepared and filed for recordation by the Manager and/or Members such documents and certificates as shall be required to be prepared and filed under the laws of the applicable jurisdiction. 15. GENERAL PROVISIONS. a. Notices. Any notice, demand, consent, approval or document which is required or permitted under this Agreement shall be given in writing by (i) personal delivery; (ii) certified mail, return receipt requested, postage prepaid; (iii) a national overnight courier service that provides written evidence of delivery; or (iv) facsimile transmission and addressed as follows: (1) if intended for the Company or the Manager, addressed to the Company or the Manager at the Company's principal place of business, or, (2) if intended for a Member, to the Member at its address set forth on Exhibit `B" (as amended from time to time). Any Person may change its notice address and/or facsimile number by giving written notice thereof in accordance with this Paragraph 15.a. All notices hereunder shall be deemed given: (A) if delivered personally, when delivered; (B) if sent by certified mail, return receipt requested, postage prepaid, on the third day after deposit in the U.S. mail; (C) if sent by overnight courier, on the first business day after delivery to the courier; and (D) if sent by facsimile, on the date of transmission if sent on a business day before 5:00 p.m. California time, or on the next business day, if sent on a day other than a business day or if sent after 5:00 p.m. California time, provided that a hard copy of any notice sent by facsimile must also be sent by either a nationally recognized overnight courier or by U.S. mail, first class, postage prepaid. b. Attorneys' Fees. Should it become necessary for any party to this Agreement, or someone acting on any party's behalf, to incur costs and expenses to retain the services of an attorney to enforce this Agreement, or any portion thereof, the prevailing party in any litigation or arbitration shall be entitled to recover its reasonable costs and attorneys' fees thereby expended, for which liability is incurred. C. Number, Gender and Tense. As used in this Agreement, the singular and plural numbers, the masculine, feminine and neuter genders and the past, present and future tenses shall each be deemed to include the others, wherever the context so indicates. d. Governing Law. This Agreement and the rights, duties and obligations of the Members shall be governed by and construed and enforced according to the laws of the State of Delaware (without regard to conflict of laws principles). e. Final and Entire Agreement, Integration. This Agreement is the final, entire and exclusive agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, commitments, discussions, summaries, brochures, and projections, whether oral or written. No representation, promise, inducement or statement of intention has been made by any of the parties not embodied in this Agreement or in the documents referred to herein, and no party shall be bound by or liable for any alleged representation, promise, inducement or statements of intention not set forth or referred to in this Agreement. No amendments or modifications to this Agreement may be made without a writing signed by the party to be bound. 14 Federal Way Parcel A, LLC. OA.05-03-21 f. Unenforceability. If any clause, provision or term of this Agreement shall be determined to be invalid or unenforceable, the remaining clauses, provisions and terms shall remain in full force and effect. g. Counterpart Copies. This Agreement may be signed in one or more counterparts and the signed counterparts, taken together, shall constitute an original of this Agreement for all purposes. For the purpose of assembling a fully executed copy of this Agreement, the Manager and/or Members may detach the signature pages from each counterpart and attach the same to a counterpart copy of this Agreement, which assembled counterpart shall then constitute the original of this Agreement. h. Binding on Successors. This Agreement shall be binding on the Members and the Manager and shall inure to the benefit of their respective heirs, devisees, legatees, personal representatives, successors and assigns, subject to the restrictions on transfer of Member Interests set forth herein. i. Construction. Each party to this Agreement has carefully reviewed this Agreement, is familiar with the terms and conditions hereof, and was advised by legal counsel of its own choice with respect thereto (or chose not to seek the advice of legal counsel). This Agreement is the product of negotiation among the parties hereto and is not to be interpreted or construed against any party hereto. j. Waiver. The failure of any party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by any other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. [Remainder of page intentionally left blank] 15 Federal Way Parcel A, LLC. OA.05-03-21 IN WITNESS WHEREOF, this Operating Agreement has been executed as of the Effective Date set forth above. Manager: Holdings Federal Way Manager, LLC, a Delaware limited liability company By: aw-ulw John A. a , Chief Executive Officer Member: Holdings Federal Way, LLC, a Delaware limited liability company By: John A. 11aj Chief Executive Officer S-1 Federal Way Parcel A, LLC. OA.05-03-21 Exhibit "A" GLOSSARY OF TERMS "Act" means the Delaware Limited Liability Company Act, Sections 18-101 to 18-1109 of the Delaware Code, as amended from time to time. "Additional Member" means any Member admitted to the Company as a Member, other than the Member, as permitted by this Agreement. "Affiliate" means, when used with reference to a specific Person: (a) any Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such Person; (b) any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person; and (c) any relative or spouse of such Person. "Agreement" means this Operating Agreement of the Company, as originally executed and as amended from time to time, as the context requires. "Bankruptcy_" means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person's consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of "Bankruptcy" is intended to replace and shall supersede and replace the definition of "Bankruptcy" set forth in Sections 18-101(1) and 18-304 of the Act. "Capital Account" means the Capital Account of a Member maintained by the Company in accordance with the provisions of Paragraph 7 of this Agreement. "Capital Contribution" means the sum of the amount of cash and fair market value of other property (reduced by indebtedness encumbering such property) contributed by a Member from time to time to the Company. "Cash Flow" means, for each fiscal year, the cash proceeds received by the Company from the operation of the Company's business or investments for such year or from a sale or refinancing of any real or personal property of the Company, as reduced by: (a) expenses incurred in the operation of the Company's business or investments paid or payable by the Company during such year; (b) amounts paid or payable to creditors of the Company out of such proceeds; (c) costs and expenses incurred by the Company for capital improvements, replacements or repairs paid or payable out of such proceeds; and (d) reasonable reserves for (i) the replacement or preservation, during the current or any future fiscal year, of any property of the Company, (ii) the working capital needs of the Company, (iii) the purchase of new assets for the Company, or (iv) the repayment or prepayment of existing loans. "IRC" means the Internal Revenue Code of 1986, as amended from time to time. "Losses" means loss from the operation of the business of the Company or from the sale of Company property for each fiscal year, as determined for federal income tax purposes. "Member Interest" means an interest in the Company owned by any Member, giving such Member the rights and duties specified in this Agreement. "Member Percentage" means the percentage interest of a Member in the Company as set forth on Exhibit "B", as amended from time to time. "Members" means the Member, any Additional Member and/or any Person who is admitted as an Additional Member of the Company or a substitute Member of the Company pursuant to the provisions of this Agreement, each in its capacity as a Member of the Company. "Person" means any individual, partnership, limited liability company, corporation, joint venture, association, trust, or other entity. "Profits" means the net profit from the operation of the business of the Company or from the sale of any property of the Company for each fiscal year, as determined for federal income tax purposes. "Required Mgjority of the Members" means Members holding Member Percentages that, in the aggregate, comprise more than fifty percent (50%) of the Member Interests, unless a higher percentage is otherwise required by law or by this Agreement. Whenever a particular Member is excluded from voting on a particular matter, its Member Percentage shall be excluded from the calculation of votes or consents required for the action to be taken. "Treasury Regulations" means the regulations promulgated by the Internal Revenue Service pursuant to the IRC, as such regulations may be amended from time to time. Exhibit "B" NAMES, ADDRESSES, AND MEMBER PERCENTAGES Name and Address Holdings Federal Way, LLC 4020 Kinross Lakes Parkway, Suite 200 Richfield, Ohio 44286 Tel: (330) 659-4060 Membcr Percentage 100%