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amendment. Any service fee remitted to the CWCB cannot be refunded. 2. Promissory Note Provisions. The CWCB agrees to loan to the BORROWER an amount not to exceed the LOAN AMOUNT and the BORROWER agrees to repay the loan in accordance with the terms as set forth in the Promissory Note, in the form attached hereto as Appendix 2 and incorporated herein. The Promissory Note shall identify the LOAN AMOUNT. If the amount of loan funds disbursed by the CWCB to the BORROWER differs from the LOAN AMOUNT, the parties agree to amend this contract to revise the LOAN AMOUNT. 3. Interest Prior to PROJECT Completion. As the loan funds are disbursed by the CWCB to the BORROWER, interest shall accrue at the rate set by the CWCB for this loan. The CWCB shall calculate the amount of the interest that accrued prior to substantial completion of the PROJECT and notify BORROWER of such amount. The BORROWER shall repay that amount to the CWCB either within ten (10) days from the date of notification from the CWCB, or, at the CWCB's discretion, said interest shall be deducted from the final disbursement of loan funds that the CWCB makes to the BORROWER. 4. Return of Unused Loan Funds. Any loan funds disbursed but not expended for the PROJECT in accordance with the terms of this contract shall be remitted to the CWCB within 30 calendar days from notification from the CWCB of either (1) completion of the PROJECT or (2) upon the determination by the CWCB that the PROJECT will not be completed. 5. BORROWER'S Authority To Contract. The BORROWER warrants that it has full power and authority to enter into this contract. The execution and delivery of this contract and the performance and observation' of its terms, conditions and obligations have been duly authorized by all necessary actions of the BORROWER. 6. Attorney's Opinion Letter. Prior to the execution of this contract by the CWCB, the BORROWER shall submit to the CWCB a letter from its attorney stating that it is the attorney's opinion that a. the contract has been duly executed by managers of the BORROWER who are duly authorized to execute the contract and to bind the BORROWER; b. there are no provisions in the BORROWER'S articles of organization and operation agreement or any state or local law that prevent this contract from binding the BORROWER; and c. the contract will be valid and binding against the BORROWER if entered into by the CWCB. ' 7. Collateral. The collateral for this loan is described in Section 5 (Collateral) of the Project Summary, and secured by the instrument(s) attached hereto as Appendix 3 and incorporated herein. a. The BORROWER shall not sell, convey, assign, grant, transfer, mortgage, pledge, encumber, or otherwise dispose of the collateral for this loan so long as any of the principal, accrued interest, and late charges, if any, on this loan remain unpaid, without the prior written concurrence of the CWCB. In the event of any such sale, transfer or encumbrance without the CWCB's written concurrence, the CWCB may at any time thereafter declare all outstanding principal, interest, and late charges, if any, on this loan immediately due and payable. Page 2 of 8