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funds that the CWCB makes to the BORROWER. 3. 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 eWCB within 30 days of either (1) completion of the PROJECT or (2) upon the determination by the CWCB that the PROJECT will not be completed. 4. BORROWER'S Authority To Contract. The BORROWER'S board of directors and/or stockholders have adopted resolutions, attached as Appendix 3 and incorporated herein, authorizing the BORROWER to perform in accordance with the terms of this contract. 5. 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 person signing for the BORROWER was duly elected or appointed and has authority to sign such documents on behalf of the BORROWER and to bind the BORROWER; b. the BORROWER'S board of directors and/or stockholders have validly adopted resolutions approving this contract; c. there are no provisions' in the BORROWER'S articles of incorporation or bylaws or any state or local law that prevent this contract from binding the BORROWER; and d. the contract will be valid and binding against the BORROWER if entered into by the CWCB. 6. Pledge Of Property. The BORROWER hereby irrevocably pledges to the CWCB for purposes of repayment of this loan (1) revenues from assessments levied for that purpose as authorized by the BORROWER'S resolution(s) and (2) all of the BORROWER'S rights to receive said assessment revenues, hereinafter collectively referred to as the "Pledged Property." a. Segregation of Pledged Revenues. The BORROWER hereby agrees to set aside and keep the pledged revenues in an account separate from other BORROWER revenues, and warrants that it shall not use the pledged revenues for any other purpose. b. Establish Security Interest. The BORROWER agrees that, to provide a security interest to the CWCB in the Pledged Property so that the CWCB shall have priority over all other competing claims for said property, it shall execute a Security Agreement, attached hereto as Appendix 4, and incorporated herein. The CWCB shall perfect its security interest in the BORROWER'S right to receive assessment revenues by filing a UCC-1 Form with the Colorado Secretary of State. c. Assessments For Repayment Of The Loan. Pursuant to its statutory authority, articles of incorporation and bylaws, the BORROWER shall take all necessary actions consistent therewith to levy assessments sufficient to pay this loan as required by the terms of this contract and the Promissory Note. In the event the assessments levied by the BORROWER become insufficient to assure such repayment to the ewcs, the BORROWER shall immediately take all necessary action consistent with its statutory authority, its articles of incorporation and bylaws including, but not limited to, levying additional Tilton Lateral, Inc. Page 2 of 9 Loan Contract