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District, to pay when due the annual payment due under the Loan Contract, Promissory Note, <br /> Financing Documents and Supplemental Financing Documents. The foregoing provisions of this <br /> Resolution are hereby declared to evidence the District's commitment to levy all taxes necessary <br /> for the purposes of aforesaid, from time to time, as required by law, to pay all costs and expenses <br /> incidental to the execution of the Loan Contract, Promissory Note, Financing Documents, and <br /> Supplemental Financing Documents and to include in the annual budget and appropriation <br /> resolutions to be adopted and passed by the Board each year all amounts due under the Loan <br /> Contract and Promissory Note until the same have been fully paid, satisfied and discharged. <br /> Section 13. No Recourse Against Officers and Agents. Pursuant to Section 11-57- <br /> 209 of the Supplemental Act, if a member of the Board, or any officer or agent of the District <br /> acts in good faith, no civil recourse shall be available against such member, officer, or agent for <br /> payment of the principal of interest on the Promissory Note. Such recourse shall not be available <br /> either directly or indirectly through the Board or the District, or otherwise, whether by virtue of <br /> any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of <br /> the Promissory Note and as part of the consideration for its sale or purchase, CWCB specifically <br /> waives any such recourse. <br /> Section 14. Disposition and Investment of Loan Proceeds. The proceeds of the <br /> Loan shall be applied only to pay Project costs, including costs related thereto. Neither CWCB <br /> nor any subsequent owner(s) of the Loan Contract shall be responsible for the application or <br /> disposal by the District or any of its officers of the funds derived from the Loan. In the event <br /> that all of the proceeds of the Loan are not required to pay such costs and expenses, any <br /> remaining amount shall be used for the purpose of paying the principal amount of the Loan and <br /> the interest thereon. <br /> Section 15. Estimated Life of Improvements. It is hereby determined that the <br /> estimated life of the Project to be financed with the proceeds of the Loan is not less than the <br /> maximum maturity of the Loan authorized hereby. <br /> Section 16. Direction to Take Authorizing Action. The President, the Secretary or <br /> the Assistant Secretary, and other appropriate officers of the District are hereby authorized and <br /> directed to take all actions necessary or appropriate to effectuate the provisions of this <br /> Resolution, including but not limited to the execution and delivery of such certificates and <br /> affidavits as may reasonably be required by CWCB. The execution of any documents, <br /> instruments, or certificates by said officials shall be conclusive evidence of the approval by the <br /> District of such documents, instruments, or certificates in accordance with the terms thereof and <br /> this Resolution. <br /> Section 17. Ratification and Approval of Prior Actions. All actions heretofore <br /> taken by the President, any member of the Board, the Secretary or the Assistant Secretary, and <br /> the other officers and employees of the District, if any, not inconsistent with the provisions of <br /> this Resolution, relating to the Supplemental Financing Documents, or actions to be taken in <br /> respect thereto, are hereby ratified, approved, and confirmed. <br /> Section 18. Severability. If any section, paragraph, clause, or provision of this <br /> Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or <br /> {220091.DOC/} 6 <br />