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the performance and observation of its terms, conditions and obligations have been duly authorized by all necessary actions of the BORROWER. The BORROWER authorizing resolution(s) or ordinance(s) are attached as Appendix 3 and incorporated herein. 7. Attorney's Opinion Letter. Prior to the disbursement to the BoRROwER of any funds hereunder, the BoR�owER shall submit to the CWCB a letter from its bond counsel stating that it is the attorney's opinion that a. the contract has been 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. the resolutions or ordinances of the BORROWER authorizing the execution and delivery of the contract were duly adopted by the governing body of the BoRROwER; c. there are no provisions in the Colorado Constitution or any other state or local law that prevent this contract from binding the BoRROwER; d. the contract will be valid and binding against the BoRROwER if entered into by the CWCB; and e. the election held by the Borrower to obtain voter approval of this loan met all requirements of the Colorado Constitution or any other state or local law as necessary in order to sustain the validity of the Borrower's repayment obligations hereunder. 8. Pledge of revenues. The BoRROwER irrevocably pledges to the CWCB, for purposes of repayment of this loan, revenues levied for that purpose as authorized in Appendix 3 and any other funds legally available to the BoRROwER, in an amount sufficient to pay the annual payment due under this contract. As used herein, the ad valorem property tax revenues resulting from the tax levy imposed by the BoRROwER for the purpose of making the foregoing payments are referred to as the "Pledged Revenues". Further, the BoRROwER agrees: a. Segregation of Pledged Revenues. The BoRROwER shall set aside and keep the Pledged Revenues in an account separate from other BoRROwER revenues, and warrants that these revenues will not be used for any other purpose. b. Establish Security Interest. The BORROWER has duly executed a Security Agreement, attached hereto as Appendix 4 and incorporated herein, to provide a security interest to the CWCB in the Pledged Revenues. The CWCB shall have priority over all other competing claims for said Pledged Revenues, except for the liens of the BoRROwER's existing Ioans, if any, as listed in Section 5(Schedule of Existing Debt), of the Project Summary, if any, which sets forth the position of the lien created by this contract in relation to any existing lien(s). c. General Obligation Pledge; Rate Covenant. The obligation of the BoRROwER to make the annual payment due under this contract shall constitute a general obligation of the BORROWER and the full faith and credit of the BORROWER is Loan Contract C150274 Page 3 of 11 12368\111216151.7