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<br />d. Annual Statement of Debt Coverage. Each year during the term of this Contract,
<br />the BORROWER Sllall SUbI'111t t0 the CWCB tlle BORROWER's annua! audit report.
<br />e. Reinvestment procedure. In the event that an "INC Downgrade" occurs (as
<br />defined in the MBIA Agreement) and MBIA, Inc. delivers the balance of the Fund
<br />to the escrow account at the Bank of Cherry Creek, a branch of Western Nationa!
<br />Bank ("Bank"), established by an Escrow Agreement among the CWCB, the
<br />BORROWER, and the Bank, which is incorporated herein by reference, or to
<br />another escrow account agreed upon by the BORROWER and the CWCB, the
<br />BORROWER, in consultation with the CWCB, will use its best efforts to enter into a
<br />replacement investment agreement to establish a new annuity fund that will
<br />generate, with principal and interest, sufficient amounts to meet the District's
<br />actual Loan repayment obligation to the CWCB. The BoRROwER shall obtain the
<br />CWCB's approval before entering into a replacement investment agreement.
<br />9. Collateral During Repayment. The BoRROwER shall not sell, convey, assign, grant,
<br />transfer, mortgage, pledge, encumber, or otherwise dispose of the Fund so long as
<br />any of the principal, accrued interest, and late charges, if any, o is n and under
<br />the Prior Loan remain unpaid, without the prior written ncurren of t CWCB. In
<br />the event of any such sale, transfer or encumbrance ithout th CB's written
<br />concurrence, the CWCB may at any tim fter de re all ou anding principal,
<br />interest, and late charges, if , on th loan mediat due and payable. In the
<br />event of an "INC Downg e," ection A. h in shall apply.
<br />10. Release After Loan Is Repa Upon complete repayment to the CWCB of the entire
<br />principal, all accrued interest, and late charges, if any, as specified in the Promissory
<br />Note and under the Prior Loan, the CWCB agrees to release and terminate any and all
<br />of the CWCB's right, title, and interest in and to the Fund pledged to repay this loan,
<br />and to notify MBIA, Inc. of any such release and termination in writing.
<br />11. Warranties.
<br />a. The BORROWER warrants that, by acceptance of the loan under this contract and by
<br />its representations herein, the BoRROwER shall be estopped from asserting for any
<br />reason that it is not authorized or obligated to repay the loan to the CWCB as
<br />required by this contract.
<br />b. The BoRROwER warrants that it has not employed or retained any company or
<br />person, other than a bona fide employee working solely for the BoRROwER, and the
<br />BORROWER's general counsel, financial consultant and consulting engineer, to
<br />solicit or secure this contract and has not paid or agreed to pay any person,
<br />company, corporation, individual, or firm, other than a bona fide employee, any fee,
<br />commission, percentage, gift, or other consideration contingent upon or resulting
<br />from the award or the making of this contract.
<br />c. The BoRROwER warrants that the Fund pledged as security for this loan is only
<br />encumbered by a lien associated with the Prior Loan, and the Loan Amount
<br />hereunder (Contract 150193), and that no other liens encumber the Fund.
<br />12. Remedies For Default. Upon default in the payments to be made by the BoRROwER
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