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SECURITY AGREEMENT (PLEDGE OF REVENUES�� DATE: DECEMBER 13, 2010 DEBTOR: PENROSE WATER DISTRICT, ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE SECURED PARTY: COLORADO WATER CONSERVATION BOARD 1313 $HERMAN $TREET, ROOM 721 DENVER, CO 80203 PROMISSORY NOTE: $8,844,570, DATED DECEMBER 13, 2010 TERMS OF REPAYMENT: 3.25 PER ANNUM FOR 3O YEARS Lowv CoNT�cT: C150237 DATED �ECEMBER � 3, 20� � Co�wrERn�: All base water use revenues backed by a rate covenant, and atl revenues from the voter-authorized 3.00 mill Special Revenue Fund levy. To secure payment of the loan evidenced by the PROMrssoRY NOTE payable in accordance wifh the TERMS oF REPAYMENT or until all principal, interest, and late charges, if any, are paid in full th@ DEBTOR 9�"df1tS t0 SECURED PARTY 8 SeCUflh/ Ifl�el'@St If1 the above descxibed Cou�►TERn�. DEBTOR EXPRESSLY WARRANTS AND COVENANTS: 1. That exoept for the security irrterest grarrted hereby and any other security interests described in Section 5 of the Loan Contract Project Summary, DEBTOR is the owner of the COLLATERAL ff� frORt aE1y 2dV@CSB II@tl security interest or encumbrances; and that DEBTOR wiN defend the Co�u�►�ERa� against aft claims and demands of all persons at any time claiming the same or any interest therein. 2. That the execution and delivery of this agreement by DEBTOR will not violate any law or agreemenf goveming DEaTOR or to which DEeTOR is a party. 3. To not permit or allaw ar�y adverse lien, security interest or encumbranoe whatsoever upon the Cou�TERn� and not to penmit the same to be attached or replevined. 4. That by its accc�pt�ce of the loan money pursuant to the terms af the CorvTRncT and by its represerttations here�, DESroR shalf be estopped from asserting for any reason that it is not author¢ed to grant a security interest in the CouATERn� pursuant to the terms of this agreement UNTfL DEFAULT DESTOR may have possession of the CowarERA�, provided that DEBTOR keeps the Cow��Rn� in an acoount separate from other revenues af DEBTOR and does not use the CouATEw� for any pwpose not permitted by the ConrrRACT. Upon default SECURED P��nr shafE have the immediate right to the possession of the Appendix 4 to Loan Contract C150237 Page 1 of 2