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't 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 and the appendices, where necessary, to revise the LOAN AMOUNT, and to jointly instruct MBIA, Inc., if necessary, to allocate the annual withdrawals from the Fund described in A.6 herein between the CWCB and the BORROWER. 2. Interest Prior to Project Completion. As the loan funds are disbursed by the CWCB to the BORROWER, interest shall accrue at the rate of 3.5% per annum. The CWCB shall calculate the amount of the interest that accrued prior to substantial completion of the Project and the BORROWER shall repay that amount to the CWCB either within ten (10) days after the date the CWCB determines that the PROJECT has been substantially completed, or, if the parties agree, said interest may be deducted from the final disbursement of loan funds that the CWCB makes to the BORROWER. Substantial completion of the PROJECT means (1) the date of Project Finish, as defined in Time for Performance (Section 4 of Project Summary), or (2) 30 days from the final disbursement. 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 CWCB within 30 days of either (1) substantial completion of the PROJECT or (2) upon the determination by the CWCB, after consulting with the BORROWER, that the PROJECT will not be completed. In such event, the parties shall amend this contract and appendices, where necessary, as described in section A.1 herein. 4. 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 of and compliance with its terms, conditions and obligations have been duly authorized by all necessary actions of the BORROWER. The Borrower's authorizing resolution(s) or ordinance(s) are attached as Appendix 3 and incorporated herein. The BORROWER has elected to apply Article 57, Title 11, C.R.S. (2002) to the loan made under this contract to authorize its purchase of the interest-bearing annuity described in Section A.6 herein. 5. Attorney's Opinion Letter. Prior to the execution of this contract by the CWCB, the DISTRICT and the BORROWER shall submit to the CWCB an opinion from its counsel stating that it is the attorney's opinion that a. the contract will be duly executed by officers of the BORROWER who are duly elected or appointed and are authorized to execute the contract and to bind the BORROWER; b. that the resolutions of the BORROWER authorizing the execution and delivery of the contract were duly adopted by the governing bodies of the BORROWER; c. that there are no provisions in the Colorado Constitution or any other state or local law that prevent this contract from binding the BORROWER; and d. that the contract will be valid and binding against the BORROWER if entered into by the CWCB. 6. Pledge of Fund. The BORROWER hereby irrevocably pledges to the CWCB, for purposes of repayment of this loan and as collateral for this loan, an interest-bearing annuity established for the purpose of repayment of and as collateral for this loan under an Investment Agreement with MBIA Inc. dated December 6, 2002 ("MBIA Agreement") in the principal amount of $3,694,527, and the interest earned thereon ("Fund"), as authorized by the BORROWER'S resolutions. The MBIA Agreement is incorporated herein by reference. The BORROWER will use the principal of and interest earned on the Fund to make all of its annual loan payments under this contract. FURTHER, the BORROWER agrees to: a. Keep Fund separate. The BORROWER shall establish the Fund separately from other BORROWER funds, and warrants that the Fund and interest earned thereon shall not be used Page 2 of 9