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<br />l:......,.LiJ...Dl.'.t .:~ <br /> <br />12. Amendment. This agreement may be amended from time to time by the <br /> <br />two-thirds majority vote of the Board of Directors. <br /> <br />for <br /> <br />its <br /> <br />operation. <br /> <br />No Hember will <br /> <br />SAMCAT is responsible for all insurance <br />be liable for claims because of its <br /> <br />13. <br /> <br />Insurance and Hold Harmless. <br /> <br />participation. SAMCAT. at its sole expense. shall defend and indemnify Members <br /> <br />against any and all claims. <br /> <br />judgments, losses. demands and costs in any way <br /> <br />arising out of the operations of this Agreement. <br /> <br />14. Miscellaneous. The section headings herein are for convenience only <br /> <br />and are not to be construed as modifying or governing the language in the section <br /> <br />referred to. <br /> <br />Whenever in this agreement any consent or approval is required, the <br /> <br />same shall not be unreasonably withheld. <br /> <br />This agreement is made in the State of California, under the <br /> <br />Constitution and laws of such state and is to be so construed. <br /> <br />To preserve a reasonable degree of flexibility, many parts of this <br /> <br />agreement are stated in general terms. <br /> <br />It is understood that there will be <br /> <br />operating memoranda executed and amended from time to time that will further <br /> <br />define the rights and obligations of the parties. <br /> <br />15. Severabilitv. Should any part. term, or provision of this agreement <br /> <br />be by any agency of competent jurisdiction decided to be illegal or in conflict <br /> <br />with any law of the State of California. or otherwise rendered unenforceable or <br /> <br />ineffectual. the validity of the remaining portions or provisions shall not be <br /> <br />affected thereby. <br /> <br />6 or 8 <br /> <br />1/24/89 <br /> <br />11094 <br />