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<br />SECURITY AGREEMENT <br /> <br />(PLEDGE OF REVENUES) <br />DATE: NOVEMBER10,2002 <br />DEBTOR: EASi DILLON WATER DISTRICT <br />SECURED PARTY: COLORADO WATER CONSERVATION BOARD <br />1313 SHERMAN STREET, ROOM 721 <br />DENVER, CO 80203 <br />PROMISSORY NOTE: $2,550,000, DATED NOVEMBER 10, 2002 <br />TERMS: REPAYMENT PERIOD OF 30 YEARS, INTEREST AT T\-\E RATE OF 4.25% <br />PER ANNUM <br />LOAN CONTRACT: C1501 00, DATED NOVEMBER 10,2002 <br />COLLATERAL: General revenues received from taxes received each year as <br />authorized by the BORROWER'S May 7, 2002 election and its <br />resolution(s) attached as Appendix 3 to the LOAN CONTRACT, <br />and any other funds legally available to the BORROWER, in an <br />amount sufficient to pay the annual payment due under the <br />LOAN CONTRACT, as described in Pledge of Revenue provisions <br />of the LOAN CONTRACT. <br />To secure payment of the loan evidenced by the PROMISSORY NOTE payable in accordance <br />with the TERMS, or until all principal, interest, and late charges, if any, are paid in full, the <br />DEBTOR grants to SECURED PARTY a security interest in the above described 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 6 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 <br />DEBTOR will defend the COLLATERAL against all claims and demands of all persons at any <br />time claiming the same or any interest therein. <br />2. That the execution and dellvery of this agreement by DEBTOR will not violate any law or <br />agreement goveming DEBTOR or to which DEBTOR Is a party. <br />3. That the DEBTOR'S articles of incorporation and by-laws do not prohibit any term or <br />condition of this agreement. <br />4. That by its acceptance of the loan money pursuant to the terms of the CONTRACT and by <br />its representations herein, DEBTOR shall be estopped from asserting for any reason that it <br />is not 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 <br />.against the COLLATERAL. <br />6. 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 />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 /> <br />Appendix 4 to Loan Contract C1501 00 <br />