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of their respective representatives, officials, County Authorities, managers, employees or agents thereof, against any liability, loss, damage, cost or expense incurred by them on behalf of the ASO or in furtherance of the ASO's interests without relieving any such person of liability for fraud, misconduct, bad faith or intentional torts. No County Authority shall have any personal liability with respect to the satisfaction of any required indemnification of the above-mentioned persons. Any tender of defense by an indemnitee arising from any liability, loss, damage, cost or expense incurred that falls within the scope of matters subject to defense, indemnification and being held harmless by this Agreement, shall be promptly accepted by the ASO. Any indemnification required to be made by the ASO shall be made promptly following the fixing of the liability, loss, damage, cost or expense incurred or suffered by a final judgment of any court, settlement, contract or otherwise. In addition, the ASO shall reimburse a person claiming indemnification under this Section 6.2 for legal expenses and other costs incurred as a result of a legal action brought against such person if: (i) the legal action relates to the performance of duties or services by the person on behalf of the ASO; (ii) the legal action is initiated by a party other than a County Authority; and (iii) such person undertakes to repay the advanced funds to the ASO if it is determined that such person is not entitled to indemnification pursuant to the terms of this Agreement. 6.3 In pecti o n of R ecord . Each County Authority shall have the right to inspect and copy at such County Authority's expense, the records required to be maintained by the ASO pursuant to Section 9.7. 6.4 N o P r iority and Re turn of Capi ta l. Except as expressly provided in Article 8 or 9 , no County Authority shall have priority over any other County Authority, either as to the return of Capital Contributions or as to distributions. Any return of Capital Contributions or distributions shall be made on a pro rata basis, based on each County Authority's respective Percentage Interest. 6.5 Withdrawal of C o un ty A ut hor ity. A County Authority may voluntarily resign or otherwise withdraw as a County Authority;provided: 7.1 (i) the withdrawing County Authority provides the other County Authorities and the GCBH Administrator with ninety (90) day written notice of its intent to withdraw; and (ii) the withdrawing County Authority shall not be entitled to payment or return of Capital Contributions or other monies paid to the ASO or held by the ASO whether prior to the date of the notice or between the date of notice and the date of withdrawal. ARTICLE 7 --MEETINGS OF EXECUTIVE COMMITTEE Meetings. All meetings of the Executive Committee will be held in full FIRST AMENDED ASO OPERA TING AGREEMENT Page 15 of33