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reason of the fact that such person is or was such a Director or an officer, employee or other <br />agent of the Authority, against expenses, including attorneys fees, judgments, fines, settlements <br />and other amoutu8 actually and reasonably incurred in connection with such proceeding, if such <br />person acted in good faith in a manner such person reasonably believed to be in the best interests <br />of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the <br />conduct of such person was unlawful and, in the case of an action by or in the right of the <br />Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in <br />a like position would use tinder similar circumstances, The Board may purchase a policy or <br />policies of insurance in frutherance of any indemnification obligation created or otherwise in <br />protection of Directors, officers, employees or other agents. <br />Section 14, Contributions and Advances, <br />Contributions or advances of public funds and of the use of personnel, equipment or <br />property may be made to the Authority by the Members for any of the purposes of this <br />Agreement. Payment of public funds may be made to defray the cost of any such contribution or <br />advance. Any such advance may be made subject to repayment, and in such case shall be repaid, <br />in the mamrer agreed upon by the Authority and the Member making such advance at the time of <br />such advance. It is mutually widerstood and agreed to that no Member has any obligation to <br />make advances or contributions to the Authority to provide for the costs and expenses of <br />administration of the Authority, even though any Member may do so, The Members understand <br />and agree that a portion of the funds of the Authority that otherwise may be allocated or <br />distributed to the Members may instead be used to make grants, loans or provide other financial <br />assistance to governmental units and to nonprofit organizations to accomplish any of the <br />governmental unit's or nonprofit organization's purposes, <br />Section 15, Immunities. <br />All of the privileges and immunities from liabilities, exemptions from laws, ordinances <br />and rules, and other benefits which apply to the activity of officers, agents or employees of <br />Members when performing their respective functions within the territorial limits of their <br />respective public agencies, shall apply to the same degree and extent to the Directors, officers, <br />employees, agents or other representatives of the Authority while engaged in the performance of <br />any of their functions or cluties under the provisions of this Agreement. <br />Section 16, Amendments. <br />Except as provided in Sections 3B and 12 above, this Agreement shall not be amended, <br />modified, or altered, unless the written consent of each of the Charter Members is obtained; <br />provided that no amendment shall materially adversely affect the interests of any Additional <br />Member unless the negative consent of that Additional Member is also obtained. To obtain the <br />negative consent of each such Additional Member, the following negative consent procedure <br />shall be followed: (a) the Authority shall provide each such Additional Member with a notice at <br />least sixty (60) days prior to the date such proposed amendment is to become effective <br />explaining the nature of such proposed amendment and this negative consent procedure; (b) the <br />Authority shall provide each such Additional Member who did not respond a reminder notice <br />with a notice at least thirty (30) days prior to the date such proposed amendment is to become <br />01iSUSA1761103270.3PL2015.42•42 [2`1113Acc] <br />75A -19 <br />