CT2015-140 Agreement with CWRPDA

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EXHIBIT D GOVERNMENTAL AGENCY BOND FOR VALUE RECEIVED, the undersigned NORTHERN WATER HYDROPOWER WATER ACTIVITY ENTERPRISE (a government-owned business within the meaning of Article X, Section 20(2)(d) of the Colorado Constitution, organized pursuant to C.R.S. §37-45.1- 101 et seq. and owned by the Northern Colorado Water Conservancy District) (the "Governmental Agency") hereby promises to pay to the order of the COLORADO WATER RESOURCES AND POWER DEVELOPMENT AUTHORITY (the "Authority") the principal amount of Two Million and 00/100 Dollars ($2,000,000),or such lesser amount as shall be loaned to the Governmental Agency pursuant to the Loan Agreement dated as of May 20, 2011 by and between the Authority and the Governmental Agency (the "Loan Agreement"), at the times and in the amounts determined as provided in the Loan Agreement, together with interest thereon in the amount calculated as provided in the Loan Agreement, payable on the dates and in the amounts determined as provided in the Loan Agreement. This Governmental Agency Bond is issued pursuant to the Loan Agreement and is issued in consideration of the loan made thereunder (the "Loan") and to evidence the obligations of the Governmental Agency set forth in Section 3.03 thereof. This Governmental Agency Bond is subject to assignment or endorsement in accordance with the terms of the Loan Agreement. All of the definitions, terms, conditions, and provisions of the Loan Agreement are, by this reference thereto, incorporated herein as a part of this Governmental Agency Bond. Pursuant to the Loan Agreement, disbursements to the Governmental Agency shall be made in accordance with written instructions upon the receipt by the Authority of requisitions from the Governmental Agency executed and delivered in accordance with the requirements set forth in Section 3.02 of the Loan Agreement. This Governmental Agency Bond is entitled to the benefits, and is subject to the conditions, of the Loan Agreement. The obligations of the Governmental Agency to make the payments required hereunder shall be absolute and unconditional without any defense or right of set-off, counterclaim, or recoupment by reason of any default by the Authority under the Loan Agreement, or under any other agreement between the Governmental Agency and the Authority, or out of any indebtedness or liability at any time owing to the Governmental Agency by the Authority, or for any other reason. The obligation of the Governmental Agency to make payments under the Loan Agreement and this Governmental Agency Bond is a special limited obligation and is secured by a lien on and is payable solely from the Pledged Property, except for reserves created in connection with the Loan. This Governmental Agency Bond does not constitute a debt or an indebtedness of the Governmental Agency within the meaning of any constitutional or statutory limitation or provision, and shall not be considered or held to be a general obligation of the D-1