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7.B. - Page 9 of 11 <br />Authority and the City desire to amend the Financing Agreement as set forth in this Third <br />Amendment. <br />AGREEMENT: <br />In consideration of the foregoing and the material covenants hereinafter contained, the <br />City and the Authority formally agree as follows: <br />Section 1. Definitions. All capitalized terms used in this Third Amendment and not <br />defined herein shall have the respective meanings given such terms in the Financing Agreement. <br />Section 2. Amendment to Definition of WIFIA Loan Agreement. The definition of <br />"WIFIA Loan Agreement" as set forth in the Financing Agreement is hereby amended in its entirety <br />to read as follows: <br />"WIFIA Loan Agreement" shall mean the WIFIA Loan Agreement between Silicon Valley <br />Clean Water and the United States Environmental Protection Agency, acting by and <br />through the Administrator of the United States Environmental Protection Agency, dated <br />2020, as such WIFIA Loan Agreement may be amended, supplemented or <br />modified in accordance with the terms thereof, whether by amendment, supplement or a <br />replacement loan agreement." <br />Section 3. Provisions of the Original Financing Agreement in Effect. Except as <br />expressly modified herein, all of the provisions of the Financing Agreement shall remain in full <br />force and effect. <br />Section 4. Governing Law. This Third Amendment shall be construed and governed <br />in accordance with the laws of the State of California applicable to contracts made and performed <br />in such state. <br />Section 5. Partial Invalidity. If any section, paragraph, sentence, clause or phrase <br />of this Third Amendment shall for any reason be held illegal, invalid or unenforceable, such <br />holding shall not affect the validity of the remaining portions of this Third Amendment. The parties <br />hereby declare that they each would have entered into this Third Amendment and each and every <br />other section, paragraph, sentence, clause or phrase hereof irrespective of the fact that any one <br />or more sections, paragraphs, sentences, clauses, or phrases of this Third Amendment may be <br />held illegal, invalid or unenforceable. <br />Section 6. Execution in Counterparts. This Third Amendment may be executed in <br />several counterparts, each of which shall be an original and all of which shall constitute but one <br />and the same instrument. <br />REV: 10-14-2020 MI <br />ATTY/AGR.Amend No. 3/SVCW (Page 2 of 4) <br />367 <br />