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<br />) <br /> <br />) <br /> <br />BORROWER. <br /> <br />c. The BORROWER warrants that it has not employed or retained any company or person, other <br />than a bona fide employee working solely for the BORROWER, to solicit or secure this contract <br />and has not paid or agreed to pay any person, company, corporation, individual, or firm, other <br />than a bona fide employee, any fee, Commission, percentage, gift, or other .consideration <br />contingent upon or resulting from the award or the making of this contract. <br /> <br />d. The BORROWER warrants that the property identified in the Collateral Provisions of this contract <br />is not encumbered by any other deeds of trust, security agreements or assignments to any <br />party other than the STATE or in any other manner. <br /> <br />e. The BORROWER warrants that it has met all the criteria set forth in S 37-60-130(3) C.R.S., <br />(Supp. 1996) and has submitted an affidavit attesting it has obtained commitments from its <br />members as required by S 37-60-130(3)(g) and (h), which is attached hereto as Appendix 5 <br />and incorporated herein. <br /> <br />8. Collateral. Part of the security provided for this loan shall be an undivided one hundred percent <br />(100%) interest in the SHARES. . To protect the STATE'S and the BORROWER'S interests in the <br />Collateral as each component of the PROJECI is acquired, the BORROWER shall meet the following <br />conditions: <br /> <br />a. The CONTRACTOR shall provide the STATE with written authorization to rely upon the water rights <br />title opinions on the water rights represented by the Shares and shall provide the STATE with a <br />copy of said title opinions ten (10) days prior to closing on the purchases of the SHARES. The <br />CONTRACTOR shall execute deeds of trust in the form attached hereto as Appendix Ii and <br />incorporated herein to convey security intElrests in the SHARES to the STATE. <br /> <br />b. The CONTRACTOR shall execute security agreements in the form attached hereto as Appl~ndix <br />7 and incorporated herein to convey seCllrity interests in the SHARES to the STATE. The STATE <br />and the CONTRACTOR acknowledge that the STATE shall file UCC-1 Forms with the Colorado <br />Secretary of State to perfect its security interests in the SHARES <br /> <br />c. The CONTRACTOR shall sign Stock Assignments, in the form attached hereto as Appendix 8 <br />and incorporated herein, to become effective solely in the event of an issuance by the Colorado <br />District Court of an order authorizing a foreclosure sale of said SHARES of stock pursuant to <br />Rule 120 of the Colorado Rules of Civil Procedure. <br /> <br />d. The deeds of trust, security agreements, and stock assignments shall be executed by the <br />CONTRACTOR at or before closing, and the deeds of trust shall be recorded contemporanEiously <br />with the CONTRACTOR'S deeds as the SHARES are acquired. <br /> <br />e. The CONTRACTOR shall have the SHARES issued in both the CONTRACTOR'S name lilnd in <br />CWCB's name and shall give physical custody of the stock certificates to the CWCB. The <br />certificates shall be provided to CWCB following each closing and said certificates shall be <br />deposited at the State Treasurer's Office for safekeeping. <br /> <br />f. The CONTRACTOR shall retain both the responsibility for paying assessments and the priviklge of <br />voting such SHARES. <br /> <br />9. Collateral During Repayment. The BORROWER shall not sell, convey, assign, grant, trlilnsfer, <br />mortgage, pledge, encumber, or otherwise dispose of the shares provided as security for thi~; loan, <br />or any of the assessment revenues pledged to repay the loan herein, so long as any of the principal <br />and any accrued interest on this loan which remain unpaid, without the prior written concurrence of <br />the STATE. <br /> <br />Lower Arkansas Water Management Association <br /> <br />Page 4 of 10 <br /> <br />Loan Contract <br />