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('--'1 .~. J. Attornev's Ooinion Letter. Prior to the execution of this Contract by the State, the Borrower shall submit to the State a letter from its attomey stating that it is the attomey's opinion that the person signing for the Elorrower was duly elected or appointed and has authority to sign such documents on behalf of the BORROWER and to bind the Borrower; that the Borrower's board of directors have villidly adopted resolutions approving this Contract; that there are no provisions in the Borrower's articles of incorporation or bylaws or any State or local law that prevent this Contract from binding the Borrower; and that the Contract will be valid and binding against the Borrower if entered into by the State. K. Remedies. Upon occurrence of an Event of Default, the State shall give written notice thereof to Borrower and/or to the defaulting Owner, and Borrower and/or the defaulting Owner shall have sixty (60) days thereafter to cure the default; provided that there shall be no cure period for failure to pay an entire installment of principal of and interest on the Promissory Note (I.e., where no Owner's allocated portion is paid) within the time specified in Paragraph D,1 above, If the default haS not been cured by the end of the cure period (if any), the State may declare all or any part of the defaulting Owner's allocable portion of the Loan (but not any other portion of the LOiln) to be forthwith due and payable, together with all accrued interest thereon, and late charges, if any, without presentation, demand, protest or further notice of any kind, all of which Cire expressly waived by Borrower, With respect to the security for that portion of the Loan only, the State may proceed with every remedy provided for herein or in the Promissory Note and the Security Documents (but only to the extent applicable to the defaulted portion), and shall have all of the rights of a secured party under the Uniform Commercial Code as then in effect with respect to any security then held for the defaulted portion of the Loan. The enforcement of any rights of the State as to the security for a portion of the Loan shall not affect the rights of the State to enforce payment of the remaining portions of the Loan in accordance with the terms of this Contract; provided, however, that, due to the nonrecourse nature of this Loan, the State may not seek payment of any deficiency remaining after realization of the security for any Owner's allocated portion of the Loan from Borrower or any officer, director or shareholder thereof, the Owner itself, or any other Owner, or from the security for any other Owner's allocated portion of the Loan, With respect to an Event of Default by the Borrower as set forth in Paragraph D above, the State may exercise its rights under the Security Agreement and Assignment of Deposit Account as Security or take any other legally permissible action. All remedies described herein may be simultaneously or selectively and successively enforced. The provisions of this contract may be enforced by the State at its option without regard to prior waivers of previous defaults, through judicial proceedings to require specific performance of this contract, or by such other proceedings in law or equity as may be deemed necessary by the State to ensure compliance with provisions of this contract and the laws and regulations under which this contract is executed. The State's exercise of any or all of the remedies described herein shall not relieve the Borrower of any of its duties and obligations under this contract. L. Miscellaneous. 1. Periodic Inspections, Throughout the term of this Contract, the Borrower shall permit a designated representative of the State to make periodic inspections of the Borrower's operating records, maintenance records, Cind financial records. Such inspections are solely for the purpose of verifying compliance with the terms and conditions of this Contract. Eagle Park Reservoir Company Page 7 of 13 Loan Contract