LPPD000240

• Contract/PO #: C150177
• Contractor Name: Smart Brothers, Inc.
• Contract Type: Loan
• Water District: 64
• County: Logan
• Loan Projects - Doc Type: Contract Documents

elected or appointed and are authorized to execute the contract and to bind the
BORROWER;

b. the resolutions of the BORROWER authorizing the execution and delivery of the
contract were duly adopted by the BORROWER'S board of directors and/or
stockholders

c. there are no provisions in the BORROWER'S articles of incorporation or bylaws or any
state or local law that prevent this contract from binding the BORROWER; and

d. the contract will be valid and binding against the BORROWER if entered into by the
CWCB.

8. Pledge Of Property. The BORROWER irrevocably pledges to the CWCB for purposes of
repayment of this loan: (1) an undivided one hundred percent interest in 158 acres as
authorized by the BORROWER'S resolution and (2) a 12% interest in augmentation
benefits generated by the PROJECT, as more particularly described and limited in the
Security Agreement, attached hereto as Appendix 4, hereinafter collectively referred to
as the "Pledged Property."

9. Establish Security Interest. The BORROWER has duly executed a Security Agreement,
attached hereto as Appendix 4 and incorporated herein, to provide a security interest
to the CWCB in the Pledged Property. The CWCB shall have priority over all other
competing claims for said Pledged Property, except for the liens of the BORROWER'S
existing loans as listed in Section 5 (Schedule of Existing Debt) of the Project
Summary, which sets forth the position of the lien created by this contract in relation to
any existing Iien(s).

10. Collateral. The collateral for this loan is described in Section 6 (Collateral) of the
Project Summary, and secured by the instrument(s) attached hereto as Appendix 5
and incorporated herein.

11. Collateral During Loan Repayment. The BORROWER shall not sell, convey, assign,
grant, transfer, mortgage, pledge, encumber, or otherwise dispose of the Collateral or
the Pledged Property so long as any of the principal, accrued interest, and late
charges, if any, on this loan remain unpaid, without the prior written concurrence of
the CWCB. In the event of any such sale, transfer or encumbrance without the
CWCB's written concurrence, the CWCB may at any time thereafter declare all
outstanding principal, interest, and late charges, if any, on this loan immediately due
and payable.

12. Release After Loan Is Repaid. Upon complete repayment to the CWCB of the entire
principal, all accrued interest, and late charges, ifany, as specified in the Promissory
Note, the CWCB agrees to release and terminate any and all of the CWCB's right, title,
and interest in and to the Collateral and the Pledged Property.

13. Warranties.

a. The BORROWER warrants that, by acceptance of the loan under this contract and by
its representations herein, the BORROWER shall be estopped from asserting for any
reason that it is not authorized or obligated to repay the loan to the CWCB as

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