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/9. ASSIGNMENT OF DEPOSIT ACCOUNT AS SECURITY In consideration of and as security for a loan from the Colorado Water Conservation Board ("Secured Party") to The Wood Lake Mutual Water & Irrigation Company ("Debtor") in the amount of $458,000.00 ("Loan") pursuant to Contract Encumbrance Number C153810, as amended ("Loan Contract"), Debtor hereby assigns, transfers and grants to Secured Party a security interest in the funds contained in Deposit Account No, 01-010-197-44 (the "Accounf) at the Eaton Bank ("Bank"), hereinafter referred to as the Collateral. Debtor warrants that the Account has been established as a special deposit with the funds deposited therein to be used solely for repayment of the Loan to Secured Party. The Collateral secures the payment and performance of all of Debtor's present and future, direct or "indirect, absolute and contingent, express and implied, indebtedness, liabilities, obligations and covenants (cumulatively "Obligations") under the Loan Contract described above and any amendments thereto. This Assignment is made solely to secure performance of the Obligations and is made subject to the following terms, covenants and conditions: 1. This Assignment is effective upon signing and will remain in full force and effect until Secured Party specifically terminates the security interest in the Collateral in writing. Secured Party is not required to release this Assignment until the Loan is paid in full. 2. Neither the Debtor nor anyone else (except Secured Party) has any right to withdraw any funds from the account listed above until the Secured Party releases this Assignment in writing, except that, at Debtor's request, the Bank shall allow the transfer of the annual Loan payment to Secured Party. 3. Debtor shall be in default under the Loan Contract for purposes of this Assignment upon the occurrence of any of the following events or conditions: (a) failure or omission to make any payment under the Loan Contract when due; (b) default in the payment or performance of any obligation, covenant, agreement or liability contained or referred to in the Loan Contract; (c) the making of any levy, seizure, or attachment on the Collateral; (d) the Debtor becoming insolvent or unable to pay debts as they mature. Secured Party shall give the Debtor written notice of any alleged default and an opportunity to cure within thirty (30) days of receipt of such notice before Debtor shall be considered in default for purposes of this Assignment. 4. Upon or at any time after a default under the Loan Contract as described in Paragraph 3 above, Secured Party shall be entitled to notify the Bank to pay Secured Party the funds contained in the Account. Secured Party shall apply such moneys first to costs associated with collection, including, but not limited to, reasonable attorney's fees, next to outstanding interest, and then to the principal sum of the Loan. 5. Debtor shall not sell, transfer, assign, give, or otherwise dispose of any of the Collateral or any interest therein as long as this Assignment is in effect. 6. The modification or waiver of any of Debtor's obligations or Secured Party's rights under this Assignment must be contained in a writing signed by Secured Party. A waiver on one occasion shall not constitute a waiver on any other occasion. . 7. The rights and remedies of the Secured Party stated in this Assignment are in addition to any other rights the Secured Party may have under the Loan Contract or any law. 8. This Assignment shall be binding upon Debtor and its successors, assigns, trustees, and receivers 9. This Assignment shall be construed in accordance with the laws of the State of Colorado. 10. The Debtor and Secured Party specifically request the Bank to honor and accept this Assignment Exhibit 5 to Loan Contract C15381 0 Amendment No.1