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Section 1. Associate Member Status. The City is hereby made an Associate Member <br /> of the Authority for all purposes of the Agreement and the Bylaws of the Authority, the <br /> provisions of which are hereby incorporated herein by reference. From and after the date of <br /> execution and delivery of this Associate Membership Agreement by the City and the Authority, <br /> the City shall be and remain an Associate Member of the Authority. <br /> Section 2. Restrictions and Rights of Associate Members. The City shall not have the <br /> right, as an Associate Member of the Authority, to vote on any action taken by the Board of <br /> Directors or by the Voting Members of the Authority. In addition, no officer, employee or <br /> representative of the City shall have any right to become an officer or director of the Authority by <br /> virtue of the City being an Associate Member of the Authority. <br /> Section 3. Effect of Prior Authority Actions. The City hereby agrees to be subject to <br /> and bound by all actions previously taken by the Members and the Board of Directors of the <br /> Authority to the same extentas the Members of the Authority are subject to and bound by such <br /> actions. <br /> Section 4. No Obligations of Associate Members. The debts, liabilities and obligations <br /> of the Authority shall not be the debts, liabilities and obligations of the City. <br /> Section 5. Execution of the Agreement. Execution of this Associate Membership <br /> Agreement and the Agreement shall satisfy the requirements of the Agreement and Article XII of <br /> the Bylaws of the Authority for participation by the City in all programs and other undertakings of <br /> the Authority. <br /> 4833-7301-9141.1 2 <br />