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<br />M, The Contractor agrees that the specific revenues to be pledged to repay the State <br />shall include, without being limited to, an assessment levied for that purpose as <br />authorized by Resolution of the Contractor. The Contractor warrants that the <br />shareholders have voted to levy an assessment towards repayment of this obligation as <br />provided in Exhibit L attached to this contract and incorporated herein. The <br />Contractor hereby pledges such assessment revenues to repay the State loan, warrants <br />that these revenues will not be used for any other purpose, agrees to set the revenues <br />apart in a separate account in which the State is a beneficiary and agrees to provide the <br />State a perfected security interest in the form provided by the State irrevocably <br />pledging such revenues on the date of execution of this contract. <br /> <br />N. The Contractor warrants that it has duly passed, or will pass, a Resolution (Exhibit <br />C) by its Board of Directors, as provided in its By-Laws, authorizing: the Contractor to <br />enter into this contract with the State to borrow the principal sum of One Million <br />Dollars ($1,000,000); to make and levy assessment(s) sufficient to payoff this contract <br />loan pursuant to its terms and to discharge this lawful indebtedness; to set aside this <br />assessment revenue in a special fund separate and apart from other Contractor <br />revenues to assure repayment of this revenue to the State; and to sign a security <br />interest in such assessment revenues in favor of the State to secure the repayment. <br />Copies of such security interest (Uniform Co=ercial Code--Security Agreement and <br />Uniform Co=ercial Code--Financing Statement) shall be attached hereto and <br />incorporated herein as Exhibits G and H, respectively, The Resolution of the <br />Contractor and the security interest of the Contractor are conditions precedent to State <br />performance, <br /> <br />0, The Contractor warrants that in the event of a default by the Contractor in the <br />repayment to the State, and upon written notice thereof from the State, the Contractor <br />shall, pursuant to its By-Laws and Section 7-42-104, CRS (1986), immediately take all <br />necessary actions to levy an additional assessment and to pledge additional revenues in <br />a sufficient amount and in a timely manner to cure the default and to repay the State <br />as required by the contract. Such additional revenues shall be deemed covered by the <br />existing security interest. . <br /> <br />P. The Contractor warrants that the security interest executed by the Contractor in <br />favor of the State to secure repayment of this loan is a valid security interest which <br />shall be binding against the Contractor and that the Contractor has perfected this <br />security interest such that the State has priority over all other competing claims for <br />such secured revenues. <br /> <br />Q, The Contractor warrants that by acceptance of the loan money pursuant to the <br />terms of this contract and by the Contractor's representation herein, the Contractor <br />shall be estopped from asserting for any reason that it is not authorized or obligated to <br />repay the loan money to the State as required by this contract. <br /> <br />Page 10 of II Pages <br />