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CONDITIONAL ASSIGNMENT OF CONTRACT PROCEEDS <br />In consideration of and as security for reimbursement for monies owning under a loan from the <br />Colorado Water Conservation Board ( "Assignee ") in the amount of $16,255,724.12 ( "Loan ") <br />pursuant to Contact Encumbrance Number C153629 ( "Loan Contract "), the Colorado River <br />Water Conservation District ( "Assignor ") hereby conditionally assigns and transfers to the <br />Assignee, for its use and benefit, all of the Assignor's right, title and interest in and to the first <br />$1,153,383.57 received annually of monies due, or which may become due, under the <br />Agreement Amending Lease Agreement between the Assignor and the City and County of <br />Denver, acting by and through its Board of Water Commissioners ( "Denver") effective July 21, <br />1992, as amended ( "Denver Lease "), which is incorporated herein by reference (such monies <br />hereinafter referred to as "Assigned Monies "). This Assignment shall take effect only if and <br />when the Assignor is considered in default under the Loan Contract as provided below. This <br />Assignment is made solely to secure payment of the Loan and is made subject to the following <br />terms, covenants and conditions: <br />1. This Assignment shall take effect only if and when the Assignor is considered in default <br />under the Loan Contract, and in that event the Assignment shall remain in full force and <br />effect until the Assignee releases it in writing. In the event the Assignment becomes <br />effective, the Assignee shall release this Assignment when the Loan is paid in full. <br />2. The Assignor shall be considered in default under the Loan Contract for purposes of this <br />Assignment upon the occurrence of any of the following events or conditions: (a) failure or <br />omission to make any payment under the Loan Contract when due; (b) default in the <br />payment or performance of any obligation, covenant, or agreement contained in the Loan <br />Contract; (c) the making of any levy, seizure, or aftachMplft the Assigned Monies by any <br />third party; (d) the Assignor becoming insolvent o y debts as they mature. The <br />Assignee shall give the Assignor written notice ed It nd an opportunity to <br />cure within thirty (30) days of receipt of such not efo hall be considered in <br />default for purposes of this Assignment. <br />3. So long as there shall exist no default by the r n the payment of the principal sum <br />and interest secured hereby, or in the performan of any obligation, covenant or agreement <br />contained in the Loan Contract, this Assignment shall not take effect and the Assignor shall <br />retain the sole right to collect all Assigned Monies. <br />4. Upon or at any time after default in the payment of the principal sum and interest secured <br />hereby, or in the performance of any obligation, covenant or agreement contained in the <br />Loan Contract, the Assignee, without in any way waiving such default, may, upon notice in <br />writing to Denver and the Assignor, demand, collect and receive all Assigned Monies to the <br />extent required to satisfy the Assignor's obligations under the loan contract. Upon receipt of <br />such notice, the Assignor shall notify Denver of the Assignee's exercise of this right. The <br />Assignee shall apply such monies first to costs associated with collection, including <br />reasonable attorney's fees, next to outstanding interest, and then to the principal sum of the <br />Loan. <br />5. The rights and remedies of the Assignee stated in this Assignment are in addition to any <br />other rights the Assignee may have under the Loan Contract or any law. <br />Attachment 2 to Contract C153629 Amendment No. 2 <br />