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09/08/98 13:54 •303 866 4474 CWCB tl 002 <br /> ASSIGNMENT OF DEPOSIT ACCOUNT AS SECURITY <br /> In consideration of and as security for a loan from the Colorado Water Conservation Board <br /> ("Secured Party") to The Eagle Park Reservoir Company ("Debtor") in the amount up to <br /> $7,492,520 ("Loan") pursuant to Contract Encumbrance Number C153829, ("Loan Contract"), <br /> Debtor hereby assigns, transfers and grants to Secured Party a sequrity interest in the funds <br /> contained in Deposit Account No.3c58 c:41 s 1 (the"Account")at c e ese-1 c t 0,A, <br /> ("Bank"), hereinafter referred to as the Collateral. Debtor warrants that the Account has been 14 vo-, <br /> established as a special deposit with the funds deposited therein to be used solely for <br /> repayment of the Loan to Secured Party. <br /> The Collateral secures the payment and performance of all of Debtor's present and future, <br /> direct or indirect, absolute and -contingent, express and implied, indebtedness, liabilities, <br /> obligations and covenants (cumulatively "Obligations") under the Loan Contract described <br /> above and any amendments thereto. This Assignment is made solely to secure performance of <br /> the Obligations and is made subject to the following terms, covenants and conditions: <br /> 1. This Assignment is effective upon signing and will remain in full force and effect until <br /> Secured Party specifically terminates the security interest in the Collateral In writing. Secured <br /> Party is not required to release this Assignment until the Loan is paid in full. <br /> 2_ Neither the Debtor nor anyone else (except Secured Party) has any right to withdraw any <br /> funds from the account listed above until the Secured Party releases this Assignment in writing, <br /> except that, at Debtor's request, the Bank shall allow the transfer of the annual Loan payment <br /> to the Secured Party. <br /> 3. Debtor shall be in default under the Loan Contract for purposes of this Assignment upon <br /> the occurrence of any of the following events or conditions: (a) failure or omission to make any <br /> payment under the Loan Contract when due; (b) default in the payment or performance of any <br /> obligation, covenant, agreement or liability contained or referred to in the Loan Contract; (c)the <br /> making of any levy, seizure, or attachment on the Collateral: (d) the Debtor becoming insolvent <br /> or unable to pay debts as they mature. Secured Party shall give the Debtor written notice of <br /> any alleged default and an opportunity to cure within sixty (60) days of receipt of such notice <br /> before Debtor shall be considered in default for purposes of this Assignment. <br /> 4. Upon or at any time after a default under the Loan Contract as described in Paragraph 3 <br /> above. Secured Party shall be entitled to notify the Bank to pay Secured Party the funds <br /> contained in the Account. Secured Party shall apply such moneys first to costs associated with <br /> collection, including, but not limited to, reasonable attorney's fees, next to late charges, if any, <br /> next to outstanding Interest, and then to the principal sum of the Loan. <br /> 5. Debtor shall not sell, transfer, assign, give, or otherwise dispose of any of the Collateral or <br /> any interest therein as long as this Assignment is in effect. <br /> 6. The modification or waiver of any of Debtor's obligations or Secured Party's rights under <br /> this Assignment must be contained in a writing signed by Secured Party. A waiver on one <br /> occasion shall not constitute a waiver on any other occasion. <br /> 7. The rights and remedies of the Secured Party stated in this Assignment are in addition to <br /> any other rights the Secured Party may have under the Loan Contract or any law_ <br /> Appendix G to Loan Contract C153829 <br />