SECTION 2. Checks, Notes and Contracts. The Board shall determine who shall be authorized
on behalf of the Corporation to sign bills, notes, receipts, acceptances, endorsements, checks,
releases, contracts and documents.
ARTICLE XIV
TERM; TERMINATION; LIQUIDATION; DISTRIBUTION
This Agreement shall become effective (the “Effective Date”) when at least two Members execute
this Agreement. This Agreement shall continue in full force and effect until terminated by
dissolution and liquidation of the Corporation, and distribution of any net proceeds, as provided
for in Article XI of the By-Laws.
ARTICLE XV
INDEMNIFICATION AND INSURANCE
Indemnification and insurance shall be as provided for in Article XIII of the By-Laws.
ARTICLE XVI
AMENDMENTS, SUCCESSORS AND ASSIGNS
SECTION 1. Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of the Members. No Member shall assign its interest in
this Agreement to an entity that is not a Member or that is not eligible to become, and demonstrates
an intent to become, a Member. No Member may assign any right or obligation hereunder without
the consent of all other Members, provided that such consent shall not be unreasonably withheld.
The immediately preceding sentence shall not affect, in any respect, any right of the assignment
under any Project Contract between any Member and the Corporation.
SECTION 2. Amendments. Subject to any requirements of law or indenture authorizing the
issuance of Bonds, this Agreement may be amended at any time and from time to time by an
written amendment approved by at least 2/3 (two-thirds) of the votes cast at an Annual Meeting at
which a quorum is present, provided that no amendment shall be adopted upon the dissenting vote
of two or more Members totaling 50% (fifty percent) or more of the population of all Members as
based upon the most recent population census. This Article XVI Section 2 and Articles XII, XIV
and XV may not be amended unless such amendment is approved by the governing body of each
Member.
ARTICLE XVII
GENERAL PROVISIONS
SECTION 1. Breach of Agreement. If a Member defaults in any undertaking contained in this
Agreement, such default shall not excuse such Member from fulfilling its obligations under this
Agreement, Cost Sharing Agreement, or Project Contract(s) and each Member shall continue to be
liable for the performance of all conditions herein and therein contained. Each Member hereby
declares that this Agreement is entered into for the benefit of the Corporation created hereby and
each Member hereby grants to the Corporation the right to enforce by whatever lawful means the
Corporation deems appropriate all of the obligations of each of the Members hereunder. Each and
all of the remedies given to the Corporation hereunder or by any law now or hereafter enacted are
-[]-
