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Section 20. Execution and Amendment <br />This Agreement shall be executed on behalf of each Member City by its Designated <br />Representative and pursuant to an appropriate motion, resolution or ordinance of each Member <br />City. This Agreement shall be deemed adopted upon the date of execution by the last so <br />Designated Representative. <br />This Agreement may not be effectively amended, changed, modified or altered, except by <br />an instrument in writing duly executed by the Designated Representative of each Member City <br />and pursuant to an appropriate motion, resolution or ordinance of each Member City, so long as <br />such amendment does not materially adversely affect the owners of the Bonds or affect the tax <br />exempt status of the interest paid on the Bonds. If the Bonds issued by the SCORE Facility <br />Public Development Authority are rated by a rating agency, then no amendment that adds or <br />removes a Member City from this Agreement or revises Section 15 of this Agreement shall be <br />permitted unless the SCORE Facility Public Development Authority has received written <br />confirmation from the rating agency that such amendment will not result in a reduction or <br />withdrawal of the rating on the Bonds. If the Bonds are not rated by a rating agency, then no <br />such amendment as described in the preceding sentence will be permitted unless in the opinion <br />of the SCORE Facility Public Development Authority such amendment will not materially <br />adversely affect the owners of the Bonds. <br />Section 21. Third Party Beneficiaries <br />The SCORE Facility Public Development Authority and the holders from time to time of <br />the Bonds shall be third party beneficiaries hereof and the commitments made herein shall be for <br />their further benefit. <br />Section 22. Hold Harmless <br />The parties to this Agreement shall defend, indemnify and save one another harmless <br />from any and all claims arising out of the performance of this Agreement, except to the extent <br />that the harm complained of arises from the sole negligence of one of the participating members. <br />Any loss or liability resulting from the negligent acts errors or omissions of the Administrative <br />Board, Operations Board, Facility Director and or staff, while acting within the scope of their <br />authority under this Agreement shall be borne by SCORE exclusively. <br />14 <br />P•\20358 DG\20358 OIX <br />