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final disbursement of loan funds that the CWCB makes to the BoRROwER. <br />3. Return of Unused Loan Funds. Any loan funds disbursed but not expended for the <br />PRO�ECT in accordance with the terms of this contract shall be remitted to the CWCB <br />within 30 calendar days from notification from the CWCB of either (1) completion of the <br />PRO�ECT or (2) upon the determination by the CWCB that the PRO�ECT will not be <br />completed. <br />4. BORROWER Authority To Contract. The BoRROwER warrants that it has full power <br />and authority to enter into this contract. The execution and delivery of this contract and <br />the performance and observation of its terms, conditions and obligations have been <br />duly authorized by all necessary actions of the BORROWER The BORROWER <br />authorizing resolution(s) are attached as Appendix 3 and incorporated herein. <br />5. Attorney's Opinion Letter. Prior to the execution of this contract by the CWCB, the <br />BoRROwER shall submit to the CWCB a letter from its attomey stating that it is the <br />attorney's opinion that <br />a, the contract has been duly executed by officers of the BoRROwER who are duly <br />elected or appointed and are authorized to execute the contract and to bind the <br />BORROWER; <br />b. the resolutions of the BORROWER authorizing the execution and delivery of the <br />contract were duly adopted by the BORROWER board of directors and/or <br />stockholders <br />c. there are no provisions in the BoRROwER's articles of incorporation or bylaws or any <br />state or local law that prevent this contract from binding the BoRROwER; and <br />d. the contract will be valid and binding against the BoRROwER if entered into by the <br />CWCB. <br />6. Collateral. The collateral for this loan is described in Section 5(Collateral) of the <br />Project Summary, and secured by the instrument(s) attached hereto as Appendix 4 <br />and incorporated herein. <br />a. The BoRROwER shall not sell, convey, assign, grant, fransfer, mortgage, pledge, <br />encumber, or otherwise dispose of the collateral for this loan so long as any of <br />the principal, accrued interest, and late charges, if any, on this loan remain <br />unpaid, without the prior written concurrence of the CWCB. In the event of any <br />such sale, transfer or encumbrance without the CWCB's written concurrence, the <br />CWCB may at any time thereafter declare all outstanding principal, interest, and <br />late charges, if any, on this loan immediately due and payable. <br />7. Release After Loan Is Repaid. 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, the CWCB agrees to release and terminate any and all of the CWCB's right, title, <br />and interest in and to the collateral pledged to assure repayment of this loan. <br />8. 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 />Page 2 of 8 <br />