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<br />, <br />, <br /> <br />SlECUR][1[Y AGRlElEMlENT <br /> <br />DEBTOR: <br /> <br />ARISTOCRAT RANCHETTE WATER PROJECT, INC. <br />P. O. Box 247 <br />Fort Lupton, CO 80621 <br /> <br />84-0690646 <br />Weld (Code 03) <br /> <br />FEDERAL TAX ID NUMBER: <br />COUNTY: <br /> <br />SECURED PARTY: <br /> <br />STATE OF COLORADO for the use and benefit of the <br />Department of Natural Resources, Colorado Water ConseNation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />COLLATERAL: <br /> <br />All Water Rights and Ditch Shares (Code 560) <br /> <br />DEBTOR, for consideration, hereby grants to SECURED PARTY a security interest in the following property and any <br />and all additions, accessions and substitutions thereto or therefor, pursuant to loan Contract #C153739, <br />(Contract), X water units, hereinafter referred to as the COLLATERAL, <br /> <br />To secure payment of the indebtedness evidenced by certain Promissory Note which is a part of the Contract <br />between the above named parties herewith, payable to the SECURED PARTY, the loan amount of $600,000 with <br />interest at 4 Y.% for 30 years payable in accordance with said Promissory Note until all principal and interest are <br />paid in full. <br /> <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br /> <br />1. That except for the security interest granted herebY DEBTOR is, or to the extent that this agreement states <br />that the COLLATERAL is to be acquired after the dale hereof, will be, the owner of the COll.ATERAL free from <br />any adverse lien, security interest or encumbrance$: and that DEBTOR will defend the COLLATERAL against all <br />claims and demands of all persons at anytime c1airiling the same or any interest therein. <br /> <br />2. Promptly to notify SECURED PARTY of any changes in the location of the COLLATERAl. <br /> <br />3. To pay' all taxes and assessments of every nature which may be levied or assessed against the <br />COLLATERAL. <br /> <br />4. To not permit or allow any adverse lien, security interest or encumbrance whatsoever upon the COLLATERAL <br />and not to permit the same to be attached or replevined. <br /> <br />5. That the COLLATERAL is in good condition, and that the DEBTOR will, at its own expense, keep the same in <br />good condition and from time to time, forthwith, replace and repair all such parts of the collateral as may be <br />broken, wom out, or damaged without allowing any lien to be created upon the COLLATERAL on account of <br />such replacement or repairs, and that the SECURED PARTY may examine and inspect the COLLATERAL at any <br />time, wherever located. <br /> <br />6. That the DEBTOR will not use the COLLATERAL in violation of any applicable statutes, regulations or <br />ordinances. <br /> <br />7. The DEBTOR will keep the COLLATERAL at all times insured against risks of loss or damage by fire (inciuding <br />so-called extended coverage), theft and such other casualties as the SECURED PARTY may reasonably <br />require, including collision. in the case of any motor vehicle, all in such amounts, under such forms of <br />policies, upon such terms, for such periods, and written by such companies or underwriters as the SECURED <br /> <br />Appendix 0 to LoaJ1 Contract #C153739 <br />