DUBLIN SAN RAMON SERVICES DISTRICT FINANCING IMPLEMENTATION - AMENDMENTS

amendment is consented to by such Bond Insurer. If the Treatment Plant Bonds are not insured by a Bond Insurer, and the Rating Agency then rating the Treatment Plant Bonds declines for any reason to comment in writing on the effect of such proposed amendment on the rating then in place on the Treatment Plant Bonds, then such proposed amendment shall be determined not to be materially adverse to the holders of the Treatment Plant Bonds if Bond Counsel delivers to the Trustee an opinion to that effect. (d) Notwithstanding Section 10(b) of the Regional Agreement, funds derived -from Regional Service Charges may be used to advance funds to pay Expansion Project Debt Service for the wastewater treatment plant. Section 3. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon LAVWMA and the Members and their successors and assigns, subject, however, to the limitations contained in Section 5.06 of the Sewer Service Contract. Section 4. Severability. If any one or more of the covenants or agreements, or portions thereof provided in this Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of or enforceability of the remaining portions of this Agreement. Section 5. Complete Agreement; Amendments. This Agreement represents the entire agreement between Pleasanton and the District. This Agreement may not be amended, changed, modified or altered except in writing. The parties may at any time agree to the amendment or termination of this Agreement; provided, however, that the parties agree and recognize that this Agreement is entered into in accordance with the terms of the Financing and accordingly, that any such amendment or termination shall only be made or effected in accordance with and subject to the terms of the Financing so as to protect the rights of holders of the Treatment Plant Bonds. Section 6. Law Governing. This Agreement shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same from time to time exist. Section 7. Third Parties Benefited. This Agreement is made and entered into for the benefit of Pleasanton, the District, the holders of the Treatment Plant Bonds and the Trustee designated pursuant to the Financing, and their permitted successors and assigns, and no other persons or entities shall have any right of action here. The Trustee and any financial institution providing municipal bond insurance or a letter of credit to service the Treatment Plant Bonds will be an express third party beneficiary of this Agreement. Section 8. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Agreement. 4