Agmt08 South Bayside System Authority AKA Silicon Valley Clean Water

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6. To facilitate the re-execution of the Original WIFIA Loan Agreement and the reduction of the interest rate under the WIFIA Loan as described in paragraph 4 above, the Authority and the City desire to amend the Financing Agreement as set forth in this Third Amendment. AGREEMENT: In consideration of the foregoing and the material covenants hereinafter contained, the City and the Authority formally agree as follows: Section 1. Definitions. All capitalized terms used in this Third Amendment and not defined herein shall have the respective meanings given such terms in the Financing Agreement. Section 2. Amendment to Definition of WIFIA Loan Agreement. The definition of "WIFIA Loan Agreement" as set forth in the Financing Agreement is hereby amended in its entirety to read as follows: "WIFIA Loan Agreement" shall mean the WIFIA Loan Agreement between Silicon Valley Clean Water and the United States Environmental Protection Agency, acting by and through the Administrator of the United States Environmental Protection Agency, dated November 17, 2020, as such WIFIA Loan Agreement may be amended, supplemented or modified in accordance with the terms thereof, whether by amendment, supplement or a replacement loan agreement." Section 3. Provisions of the Original Financing Agreement in Effect. Except as expressly modified herein, all of the provisions of the Financing Agreement shall remain in full force and effect. Section 4. Governing Law. This Third Amendment shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such state. Section 5. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Third Amendment shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Third Amendment. The parties hereby declare that they each would have entered into this Third Amendment and each and every other section, paragraph, sentence, clause or phrase hereof irrespective of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this Third Amendment may be held illegal, invalid or unenforceable. Section 6. Execution in Counterparts. This Third Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 2 4836-2623-0732/200731-0007