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APPENDIX 5, SECURITY AGREEMENT Date: September 1,2018 Borrower: Ogilvy Irrigating and Land Company Secured Party: Colorado Water Conservation Board Promissory Note: $2,274,520.00 Terms of Repayment: 1.70%interest for 30 years Loan Contract Number: CT2019-2099 Pledged Revenues: All revenues derived from assessment revenues an all of Borrower's right to receive said revenues to repay the loan as described in Pledged Revenues provisions of e Contract and Borrower's Resolutions adopted September 1,2018. To secure payment of the loan evidenced by the Promissory Note payable in acco dance with the terms of repayment, or until all principal, interest, and late charges, if any, are paid in full, the Borrower grants to Secured Party a security interest in the above described Pledged Revenues. BORROWER EXPRESSLY WARRANTS AND COVENANTS: i. That except for the security interest granted hereby and any other security interests described in Appendix 1, Section 5,Project Summary, the Borrower is the owner of the Pledged Revenues e from any adverse lien, security interest or encumbrances; and that the Borrower will defend the Pledged R venues against all 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 the Borrower will not viol to any law or agreement governing the Borrower or to which the Borrower is a party. 3. Except in accordance with Section 14.E., to not permit or allow any adverse ien, security interest or encumbrance whatsoever upon the Pledged Revenues and not to permit the same to b attached or replevined. 4. That by its acceptance of the loan money pursuant to the terms f the Contract and by its representations herein, the Borrower shall be estopped from asserting for any reason t t it is not authorized o grant a security interest in the Pledged Revenues pursuant to the terms of this agreemen . 5. To pay all taxes and assessments of every nature that may be levied or assessed again t the Pledged Revenues. 6. That the Borrower's articles of incorporation and by-laws do not prohibit any t rm or condition of this agreement. UNTIL DEFAULT Borrower may have possession of the Pledged Revenues,provide that Borrower keeps the Pledged Revenues in an account separate from other revenues of Borrower and does not se Pledged Revenues for any purpose not permitted by the Contract. Upon default, Secur d Party shall have th immediate right to the possession of the Pledged Revenues. BORROWER SHALL BE IN DEFAULT under this greement upon any o the following events or conditions: a. default in the payment or performance of any obligation Contained herein or in the Promissory Note or Contract;or b. dissolution,termination of existence,insolvency,business failure,appointment o'a receiver of any part of the property of,assignment for the benefit of creditors by,or the commencement •f any proceeding under any bankruptcy or insolvency law of,by or against the Bo ower;or c. the making or furnishing of any warranty,representation o statement to Secured Party by or on behalf of the Borrower which proves to have been false in any mater al respect when made or furnished. Upon such default and at any time thereafter, Secured Party shall hav the remedies of a se red party under Article 9 of the Colorado Uniform Commercial Code. Secured Party may'require the Borrowe to deliver or make the Page 1 of 2 Contract Number:CT2019-2099 Appendix 5 1