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be deducted from the final disbursement of loan funds that the CWCB makes to the Borrower, <br /> or(3) at the CWCB's discretion, said interest shall be rolled into the Total Loan Amount due. <br /> 11. RETURN OF UNUSED LOAN FUNDS <br /> Any loan funds disbursed but not expended for the Project in accordance with the terms of this <br /> Contract shall be remitted to the CWCB within thirty(30)calendar days from notification from the <br /> CWCB of either (1) completion of the Project or (2) determination by the CWCB that the Project <br /> will not be completed. Any such loan funds so remitted to CWCB shall be applied to the principal <br /> payment of amounts due on the Loan. <br /> 12. BORROWER'S AUTHORITY TO CONTRACT <br /> The BORROWER warrants that it has full power and authority to enter into this Contract. The <br /> execution and delivery of this Contract and the performance and observation of its terms, <br /> conditions and obligations have been duly authorized by all necessary actions of the Borrower.The <br /> Borrower's Authorizing Resolution is attached as Appendix 4 and incorporated herein. <br /> 13. BOND COUNSEL'S OPINION LETTER <br /> Prior to the final execution of this Contract the Borrower shall submit to the CWCB a letter from <br /> its bond counsel stating that it is the attorney's opinion that: <br /> A. The Contract has been duly executed by officers of the Borrower who are duly elected or <br /> appointed and are authorized to execute the Contract and to bind the Borrower; and <br /> B. The resolutions of the Borrower authorizing the execution and delivery of the Contract were <br /> duly adopted by the governing bodies of the Borrower; and <br /> C. There are no provisions in the Borrower's articles of incorporation or bylaws or any state or <br /> 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 CWCB <br /> subject to typical limitations related to bankruptcy, police power and creditor's rights <br /> generally. <br /> 14. PLEDGE OF REVENUES <br /> The Borrower irrevocably(but not exclusively)pledges to the CWCB,for the purpose of repaying <br /> the Total Loan Amount,the Pledged Revenues,in such amount as is necessary to make each annual <br /> payment due under this Contract. Such pledge of the Pledged Revenues is on parity with the debt <br /> identified in §5., of Appendix 1 (Schedule of Existing Debt) and any additional indebtedness that <br /> may be secured by the Pledged Revenues in the future that is incurred in accordance with §14.E., <br /> hereof, and together with the Existing Parity Debt, shall be the Borrower's"Parity Indebtedness." <br /> A. Segregation of Pledged Revenues. The Pledged Revenues shall be accounted for and <br /> maintained in an account separate from other Borrower revenues at all times. The Pledged <br /> Revenues shall be used first to pay debt service on the Total Loan Amount and all other Parity <br /> Indebtedness on an equal basis and thereafter may be used for any and all other expenses. <br /> B. Establish Security Interest. The Borrower has duly executed a Security Agreement, <br /> (attached as Appendix 5)and incorporated herein,to provide a security interest to the CWCB <br /> in the Pledged Revenues. The lien of this Contract on the Pledged Revenues shall have <br /> priority over all other competing claims with respect to the Pledged Revenues,except for the <br /> parity lien on the Pledged Revenues of any Parity Indebtedness. <br /> Page 6 of 15 <br /> Contract Number:CT2019-366 <br />