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jii) The STATE will not enforce its security interest in exercising or temporarily assigning the CITY'S and/or BORROWER'S CONTRACT RIGHTS under the Allotment Contract if default in payment is caused by an order of the Colorado State Engineer prohibiting storage and release of water from Carter Lake Reservoir. d. act upon the security interest in the collateral. and the promissory note; e. take any other appropriate legal action. All remedies described herein may be simultaneously or selectively and successively enforced. The provisions of this contract mayb~ enforced by the STATE at its option without regard to prior waivers of previous defaults by the BORROWER, through judicial proceedings to require specific performance of this contract. or by such other proceedings in law or equity as may be deemed necessary by the STATE to ensure compliance with provisions of this contract and the laws and regulations under which this contract is entered into. 7. No sale or conveyance until the loan is repaid. Without the prior written concurrence of the STATE, the CITY and the BORROWER shall not sell, convey, assign, grant, transfer, mortgage, pledge. encumber, or otherwise dispose of its interest in the Allotment Contract or any portion thereof or the proceeds or water revenues pledged to repay the loan herein or any other collateral, so long as any of the principal and any accrued interest required by the promissory note provisions of the contract remain unpaid. 8. This contract controls if there is a conflict. In the event of conflict between the terms and conditions as set forth in the any of the appendices, provisions of this contract shall control. 9. Pledge of revenues. The BORROWER and the CITY agree that the specific revenues to be pledged to repay the STATE shall be the rates, fees, and other charges as authorized by city ordinances and any other funds legally available to repay the STATE. ' a. Pledge of sufficient revenues. The BORROWER hereby irrevocably pledges such revenues to repay the STATE loan. and the CITY agrees that it will budget and appropriate such revenues and set aside and keep in an account separate from other BORROWER or CITY revenues, and the BORROWER and the CITY warrant that these revenues will not be used for any other purpose, and agree to provide the STATE a perfected security interest such that the STATE has priority over all other competing claims for such secured revenues, except the BORROWER'S Water Revenue Refunding and Improvement Bond, Series 1994. The STATE, the CITY and the BORROWER recognize that the BORROWER has also pledged such water revenues to repay the BORROWER'S Water Revenue Refunding and Improvement Bond, Series 1994, which evidence a loan from the Colorado Water Resources and Power Authority, hereinafter called AUTHORITY. The STATE, the CITY and the BORROWER agree that the CITY and the BORROWER will meet the requirements of Exhibit F of the loan contract between the AUTHORITY and the CITY, a.cting by and through the BORROWER, to establish parity status of this loan with the AUTHORITY'S loan for such revenues. The BORROWER and the CITY will provide the STATE with a copy of the certificate from an independent certified public accountant that the BORROWER and the CITY have submitted to the AUTHORITY in compliance with said Exhibit F. b. Security interest in the revenues. The BORROWER and the CITY agree that, in order to provide a security interest for the STATE irrevocably pledging such revenues on the date of execution of this contract, a Uniform Commercial Code Security Agreement and Financing Statement will be provided, complete and properly executed, incorporated herein as APPENDIX G, as referred to previously in the Collateral Provisions. c. UCC agreement renewal. The BORROWER or CITY will, within thirty (30) days prior to the end of the fourth year that this contract is in effect and every five (5) years thereafter, deliver to the STATE fully and properly executed Continuation Statements (Form UCC-3) of the security interests IUCC Security Agreement and Financing Statements) required by this contract. d. Charges and fees for loan repayment. The CITY shall, pursuant to statutory authority and as authorized by its ordinance, take all necessary actions consistent therewith to provide sufficient funds for adequate operation and maintenance, emergency repair services, obsolescence reserves, debt reserves, and to CITY OF FORT MORGAN, COLORADO, WATER WORKS AND DISTRIBUTION ENTERPRISE Page 5 of 10 LOAN CONTRACT