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<br />2. Financial Statements, During each year of Loan repayment, the Borrower and each
<br />Owner agree to provide the State with copies of audited financial statements. Vail
<br />Associates, Inc. shall submit an audited financial statement for its parent company Vail
<br />Resorts, along with a letter explaining adjustments necessary to determine the financial
<br />condition of Vail Associate, Inc, Said letter of explanation and any accompanying materials
<br />shall be in a format that allows CWCB staff to determine the financial condition of Vail
<br />Associates, Inc. In any year in which the Borrower's expenses, including operating
<br />expenses and debt service, exceed revenues, the Borrower shall submit a letter of
<br />explanation to the Director of the CWCB describing the measures the Borrower shall take to
<br />assure that future expenditures will not exceed revenues.
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<br />3. Adhere To Applicable Laws. The Borrower shall strictly adhere to all applicable federal,
<br />state, and local laws and regulations that are in effect or may hereafter be established
<br />throughout the term of this Contract.
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<br />4, No Discrimination Of Services. The services of said Project shall be made available
<br />within its capacity and in accordance with all pertinent statutes, rules and regulations, and
<br />operational guidelines to all persons in the Borrower's service area without discrimination as
<br />to race, color, religion, or national origin at reasonable charges (including assessments or
<br />fees), whether for one or more classes of service, in accordance with a schedule of such
<br />charges formally adopted by the Borrower, as may be modified from time to time,
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<br />5, Designated Agent Of The STATE. The CWCB, which includes its agents and employees,
<br />is hereby designated as the agent of the State for the purpose of this Contract.
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<br />6, Contract Is Not Assignable. This Contract is not assignable by the Borrower except with
<br />the prior written approval of the State,
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<br />7, Contract Relationship. The parties to this Contract intend that the relationship between
<br />them contemplated by this Contract is that of lender-borrower, not employer-employee. No
<br />agent, employee, or servant of the Borrower shall be, or shall be deemed to be, an
<br />employee, agent, or servant of the State. The Borrower shall be solely and entirely
<br />responsible for its acts and the acts of its agents, employees, servants, engineering firms,
<br />construction firms, and subcontractors during the performance of this Contract.
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<br />8. Complete Integration Of All Understandings. This Contract is intended as the complete
<br />integration of all understandings between the parties. No prior or contemporaneous
<br />addition, deletion, or other amendment hereto shall have any force or effect whatsoever
<br />unless embodied herein in writing, No subsequent novation, renewal, addition, deletion, or
<br />other amendment hereto shall have any force or effect unless embodied in a written
<br />contract executed and approved pursuant to State fiscal rules, with the exception of the
<br />Revision Letter as described in the Changes Provision of this Contract.
<br />
<br />9. In Event Of A Conflict. In the event of conflict between the terms of this Contract and
<br />conditions as set forth in any of the appendices, the provisions of this Contract shall control.
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<br />10. Eligible Expenses. Project costs eligible for financing by the State shall be limited to the
<br />cost of the purchase price of the Eagle Park Reservoir.
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<br />11. State May Release Contract. In its sole discretion, the State may at any time give any
<br />consent, deferment, subordination, release, satisfaction, or termination of any or all of the
<br />Borrower's obligations under this Contract, with valuable consideration, upon such terms
<br />and conditions as the State may determine to be advisable to further the purposes of this
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<br />Eagle Park Reservoir Company
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<br />Page 8 of 13
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<br />Loan Contract
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