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ASSIGNMENT OF CERTIFICATE OF DEPOSIT <br />In consideration of and as security for reimbursement for monies owing under a loan from <br />the Colorado Water Conservation Board ( "Lender ") in the amount of $1,948,932.60 ( "Loan ") <br />pursuant to Contract Encumbrance No. C153719, as amended ( "Loan Contract "), the Town of <br />Johnstown ("Owner'), acting by and through the Town of Johnstown Water Activity Enterprise, <br />hereby assigns to the Lender all of its right, title and interest in and to $112,706.97 ( "Collateral ") <br />contained in Certificate of Deposit No. issued by the First National Bank of <br />Johnstown ( "Bank "). <br />The Collateral secures the payment and performance of all of Owner's present and future, <br />direct or indirect, absolute and contingent, express and implied, indebtedness, liabilities, <br />obligations and covenants (cumulatively "Obligations ") by Lender pursuant to the Loan Contract <br />described above and any amendments thereto. This Assignment is made solely to secure <br />performance of the Obligations and is made subject to the following terms, covenants and <br />conditions: <br />1. Owner shall deliver the original Certificate of Deposit to Lender upon the execution of this <br />Assignment. This Assignment shall continue until Lender specifically terminates the security <br />interest in the Collateral in a writing signed by Lender. <br />2. Lender shall be entitled to notify the Bank to pay Lender up to $11,706.97 of the monies owing <br />Owner under the Certificate of Deposit in the event of a default under the Obligations. The <br />Lender shall apply such monies first to costs associated with collection, including reasonable <br />attorney's fees, next to outstanding interest, and thert._to the principal sum of the Loan. In the <br />event that Owner possesses or receives pesse$s,ion of y instruments or other remittances <br />with respect to the Certificate of Deposit foligwrr-fi ghe tJ- "" wing of such notification, Owner shall <br />hold such instruments and other remittances trust forleeper apart from Owner's other <br />property, endorse the instruments and other r"Oaices t4 L ,der, and immediately provide <br />Lender with possession of the instruments-'90di. ..other remittances <br />3. The Owner shall be in default under Nis Assignment upon the occurrence of any of the <br />following events or conditions: (a) failure or omission to make any payment under the Loan <br />Contract when due; (b) default in the payment or performance of any obligation, covenant, <br />agreement or liability contained or referred to in the Loan Contract; (c) the making of any levy, <br />seizure, or attachment on the Collateral; (d) the Owner becoming insolvent or unable to pay <br />debts as they mature. <br />4. Owner hereby appoints Lender as its attorney -in -fact to endorse Owner's name on all <br />instruments and other remittances payable to Owner with respect to the Certificate of Deposit. <br />This power of attorney is coupled with an interest and is irrevocable. <br />5. The modification or waiver of any of Owner's obligations or Lender's rights under this <br />Assignment must be contained in a writing signed by Lender. A waiver on one occasion shall <br />not constitute a waiver on any other occasion. <br />6. The rights and remedies of the Lender stated in this Assignment are in addition to any other <br />rights the Lender may have under the Loan Contract or any law. <br />7. This Assignment shall be binding upon Owner and its successors, assigns, trustees, and <br />receivers. <br />Exhibit C to Loan Contract C153719 Amendment No. 1 <br />