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Name of Recipient Agreement No.: XX-XXX-550 Project No.: C-06-XXXX-XXX is generally not use on the same basis as the general public. Arrangements providing for use that is available to the general public at no charge or on the basis of rates that are generally applicable and uniformly applied do not convey priority rights or other preferential benefits. For this purpose, rates may be treated as generally applicable and uniformly applied even if CO different rates apply to different classes of users, such as volume purchasers, if the differences in rates are customary and reasonable; or (ii) a specially negotiated rate arrangement is entered into, but only if the user is prohibited by federal law from paying the generally applicable rates, and the rates established are as comparable as reasonably possible to the generally applicable rates. An arrangement that does not otherwise convey priority rights or other preferential benefits is not treated, nevertheless, as general public use if the term of the use under the arrangement, including all renewal options, is greater than 200 days. For this purpose, a right of first refusal to renew use under the arrangement is not treated as a.renewal option if(i)the compensation for the use under the arrangement is redetermined atgenerally applicable, fair market value rates that are in effect at the time of renewal; and (ii)the use of the financed property under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business. 4.10 No Sale, Lease or Private Operation of the Project:)'' \ The Project will not be sold or otherwise disposedof, irt'whole or in part, to any person who is not a Governmental Unit prior to the final maturity date of the.Obligation. The Projectwill not be leased to any person or entity that is not a Governmental Unit phone,the final maturity date of the Obligation. Except as permitted under Section 4.12 hereof, the Recipient will not enter any contract or arrangement or cause or permit any contract or arrangement to be•entered (to the.eztent of its reasonable control)with persons or entities that are not Governmental Units iftfatcontract or arrangement would confer on such persons or entities any right to use the Project on'a basis different from the light of members of the general public. The contracts or arrangements contemplated`by the preceding sentence include but are not limited to management contracts, take or pay contracts or,put of pay contracts;andcapacity guarantee contracts.•� 4.11 No Disproportionate or Unrelated,Use. '\, � j • / i None of the Project Funds or.the Projec`iare, have been, or will be used for a Private Use that is unrelated or disproportionate fa.the governmental use of the Project Funds. 4.12 Management,and Service Contracts., / With respect to management and servicecontracts,the determination of whether a particular use constitutes,Pr'ivate Use shall`be\determined'on the basis of applying Section 1.141-3(b)(4)of the Treasury Regulations;Revenue Procedure 97-13, and other applicable rules and regulations. As of the date hereof, none Of t the Project Funds orthe Project'are being used to provide property subject to contracts or other arrangements with persons or entities engaged in a trade or business (other than Governmental Units)that involve the\management of property or the provision of services that do not comply with the standards of the Treasury`Regulations and Revenue Procedure 97-13. Except to the extent the Recipient has received an opinion of counsel expert in the issuance of state and local government bonds the interest on which is excluded from gross income under Section 103 of the Code ("Nationally-Recognized Bond Counsel") and satisfactory to the State Water Board and the Bank to the contrary, the Recipient will not enter into any management or service contracts with any person or entity that is not a Governmental Unit for services to be provided with respect to the Project except with respect to contracts where the following requirements are complied with: (i)the compensation is reasonable for the services rendered; (ii) the compensation is not based, in whole or in part, on a share of net profits from the operation of the Project; (iii) not more than twenty percent (20%)of the voting power of the Recipient in the aggregate may be vested in the service provider and its directors, officers, shareholders, and employees and vice versa; (iv)any overlapping board members between the Recipient and the service provider must not include the chief executive officer or executive director of either, or their respective governing bodies; and (v): 17