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obligations incurred by the Authority at that time, as determined by the Board. 14. Successors: Assignment. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members. No Member may assign any rights or obligations hereunder without the unanimous consent of the governing bodies of the other Members; provided, further, that no such assignment may be made if it would materially and adversely affect (a) the rating of bonds issued by the Authority, or (b) bondholders holding such bonds. 15. Amendments. This Agreement may be amended only by the mutual agreement of all the governing bodies of the Members. So long as any bonds of the Authority are outstanding and unpaid, or funds are not otherwise set aside for the payment or redemption thereof in accordance with the terms of the bonds and the documentation relating thereto, this Agreement shall not be amended, modified or otherNise revised, changed or rescinded, if such action would (a) materially and adversely affect (1) the rating of bonds issued by the Authority, or (2) bondholders holding such bonds, or (b) limit or reduce the obligations of the Members to make, in the aggregate, the payments under the Funding Plan which are for the benefit of the owners of the bonds. 16. Notices. Any notices to Members required by this Agreement shall be delivered or mailed. U.S. first class, postage prepaid, addressed as follows: Notices under this Agreement shall be deemed given and received at the earlier of actual receipt, or the second business day following deposit in the United States mail, as required above. Any Member may amend its address for notice by notifying the other Members pursuant to this Section. 17. Severability. Should any part, term, or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California. or othelWise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. 18. liberal Construction. The provisions of this Agreement shall be liberally construed as necessary or reasonably convenient to achieve the purposes of the Authority. 19. HeadinQs. The headings used in this Agreement are for convenience only and have no effect on the content, construction. or interpretation of the Agreement. 20. Counterparts. This Agreement may be executed in any number of counterparts, and by Joint Exercise of Powers Agreement for the East Bay Regional Communications System Authority Final Agreement: May 22, 2007 Page 10 of 11