CT2015-140 Agreement with CWRPDA

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SECTION 3.05. Disclaimer of Warranties and Indemnification. The Governmental Agency acknowledges and agrees that (i) the Authority makes no warranty or representation, either express or implied as to the value, design, condition, merchantability, or fitness for particular purpose, or fitness for any use of the Project or any portions thereof, or any other warranty or representation with respect thereto; (ii) in no event shall the Authority or its agents be liable or responsible for any direct, incidental, indirect, special, or consequential damages in connection with or arising out of this Loan Agreement or the Project, or the existence, furnishing, functioning, or use of the Project, or any item or products or services provided for in this Loan Agreement; and (iii) to the extent authorized by law, the Governmental Agency shall indemnify, save, and hold harmless the Authority against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the Governmental Agency, or its employees, agents, or subcontractors pursuant to the terms of this Loan Agreement; provided, however, that the provisions of this clause (iii) are not intended to and shall not be construed as a waiver of any defense or limitation on damages provided for under and pursuant to the Colorado Governmental Immunity Act (Section 24-10-101, et seq., C.R.S.), or under the laws of the United States or the State of Colorado. SECTION 3.06. Option to Prepay Loan Repayments. The Governmental Agency may prepay the Loan Repayments, in whole or in part without penalty upon prior written notice to the Authority of not less than thirty (30) days (unless such notice is waived by the Authority). Prepayments shall be applied to interest then due and payable, and then to principal on the Loan. The Authority will amend Exhibit C hereof to reflect any prepayment of the principal amount of the Loan. SECTION 3.07. Source of Payment of Governmental Agency's Obligations. The Authority and the Governmental Agency agree that the amounts payable by the Governmental Agency under this Loan Agreement, including, without limitation, the amounts payable by the Governmental Agency pursuant to Section 3.03, Section 3.05, and Section 5.04 of this Loan Agreement, are payable solely from the Pledged Property and are not payable from any other source whatsoever. The Governmental Agency Bond, together with the interest accruing thereon, shall be payable and collectible solely out of the Pledged Property, which is so pledged; the owner of the Governmental Agency Bond may not look to any general or other funds except the designated special funds pledged therefore for the payment of principal of or interest on the Governmental Agency Bond; and the Governmental Agency Bond shall not constitute an indebtedness, debt, liability, or obligation of the Governmental Agency within the meaning of any constitutional or statutory provision or limitation. Nothing herein shall be deemed to prevent 15