C150328 Contract 3/5/12 - Laserfiche WebLink

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CONDITIONAL ASSIGNMENT OF CONTRACT PROCEEDS In consideration of and as security for reimbursement for monies owing under a loan from the Colorado Water Conservation Board ( "Assignee ") in the amount of $1,184,882 ( "Loan ") pursuant to Contract Encumbrance Number C150328, ( "Loan Contract "), the Two Rivers Water Company ( "Assignor ") hereby conditionally assigns and transfers to the Assignee, for its use and benefit, all of the Assignor's right, title and interest in and to any and all monies due, or which may become due, as fees pursuant to an Amended and Restated Confidential Purchase and Supply Agreement between the Assignor and Aurora Organic Farms, Inc. ( "Dairy"), dated 9/28/2011 ( "Agreement "), which is attached hereto and incorporated herein (such monies hereinafter referred to as "Crop Fees "). This Assignment shall take effect only if and when the Assignor is considered in default under the Loan Contract as provided below. This Assignment is made solely to secure payment of the Loan and is made subject to the following terms, covenants and conditions: 1. This Assignment shall take effect only if and when the Assignor is considered in default under the Loan Contract, and in that event the Assignment will remain in full force and effect until the Assignee releases it in writing. In the event the Assignment becomes effective, the Assignee shall release this Assignment when the Loan is paid in full. 2. The Assignor shall be considered in default under the Loan Contract for purposes of this Assignment upon the occurrence of any of the following events or conditions: (a) failure or omission to make any payment under the Loan Contract when due; (b) default in the payment or performance of any obligation, covenant, or agreement contained in the Loan Contract; (c) the making of any levy, seizure, or attachment on the Crop Fees by any third party; (d) the Assignor becoming insolvent or unable to pay debts as they mature. The Assignee shall give the Assignor written notice of any alleged default and an opportunity to cure within thirty (30) days of receipt of such notice before Assignor shall be considered in default for purposes of this Assignment. 3. So long as there shall exist no default by the Assignor in the payment of the principal sum and interest secured hereby, or in the performance of any obligation, covenant or agreement contained in the Loan Contract, this Assignment shall not take effect and the Assignor shall retain the sole right to collect all Crop Fees. 4. Upon or at any time after default in the payment of the principal sum and interest secured hereby, or in the performance of any obligation, covenant or agreement contained in the Loan Contract, the Assignee, without in any way waiving such default, may, upon notice in writing to Dairy and the Assignor, demand, collect and receive all Crop Fees from Dairy to the extent required to satisfy the Assignor's obligations under the loan contract. Upon receipt of such notice, the Assignor shall notify Dairy of the Assignee's exercise of this right. The Assignee shall apply such monies first to costs associated with collection, including reasonable attorney's fees, next to outstanding interest, and then to the principal sum of the Loan. 5. The rights and remedies of the Assignee stated in this Assignment are in addition to any other rights the Assignee may have under the Loan Contract or any law. 6. This Assignment shall be construed in accordance with the laws of the State of Colorado. 7. The Assignor and Assignee specifically request Dairy to honor and accept this Assignment and Appendix 8 to Loan Contract C150328A Page 1 of 2