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SECURITY AGREEMENT <br />(PLEDGE OF REVENUES <br />DATE: February 18, 2013 <br />DEBTOR: Sanchez Ditch and Reservoir and Company, <br />A Colorado nonprofit corporation <br />SECURED PARTY: Colorado Water Conservation Board <br />PROMISSORY NOTE: $1,128,776 DATED February 18, 2013 <br />TERMS OF REPAYMENT: 30 years at 1.75% per annum, the first 5 years of which are <br />interest only. Principal and interest would be paid over the <br />remaining 25 years. <br />LOAN CONTRACT: 0150342 <br />COLLATERAL: All revenues derived from assessments on stock and all of <br />DEBTOR'S right to receive said assessment revenues to repay the <br />loan as described in PLEDGED PROPERTY provisions of the LOAN <br />CONTRACT and DEBTOR's Resolutions adopted <br />/9g,% d,-L 2012. <br />To secure payment of the loan evidenced by the PROMISSORY NOTE payable in accordance <br />with the TERMS OF REPAYMENT, or until all principal, interest and late charges, if any, are paid in <br />full, the DEBTOR grants to SECURED PARTY a security interest in the above described <br />COLLATERAL. <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br />1. That except for the security interest granted hereby and any other security interests <br />described in Section 5 of the LOAN CONTRACT PROJECT SUMMARY, DEBTOR is the owner of the <br />COLLATERAL free from any adverse lien, security interest or encumbrances; and that DEBTOR <br />will defend the COLLATERAL against all claims and demands of all persons at any time <br />claiming the same or any interest therein. <br />2. That the execution and delivery of this agreement by DEBTOR will not violate any law or <br />agreement governing DEBTOR or to which DEBTOR is a party. <br />3. To not permit or allow any adverse lien, security interest or encumbrance whatsoever upon <br />the COLLATERAL and not to permit the same to be attached or replevined. <br />4. That by its acceptance of the loan money pursuant to the terms of the CONTRACT and by its <br />representations herein, DEBTOR shall be estopped from asserting for any reason that it is not <br />authorized to grant a security interest in the COLLATERAL pursuant to the terms of this <br />agreement. <br />5. To pay all taxes and assessments of every nature which may be levied or assessed against <br />the COLLATERAL. <br />6. That the DEBTOR's articles of incorporation and by -laws do not prohibit any term or condition <br />of this agreement. <br />UNTIL DEFAULT DEBTOR may have possession of the COLLATERAL, provided that <br />DEBTOR keeps the COLLATERAL in an account separate from other revenues of DEBTOR and <br />does not use the COLLATERAL for any purpose not permitted by the CONTRACT. Upon default, <br />SECURED PARTY shall have the immediate right to the possession of the COLLATERAL. <br />Appendix 4 to Loan Contract C150342 <br />Page 1 of 2 <br />