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SECURITY AGREEMENT <br />DEBTOR: North Poudre Irrigation Company <br />P. O. Box 100 <br />Wellington, CO 80549 <br />FEDERAL TAx NUMBER: 84-0281680 <br />COUNTY: Larimer (CODE: 06) <br />SECURED PARTY: STATE OF COLORADO for the use and benefit of the <br />Dept of Natural Resources, Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br />COLLATERAL <br />CLASSIFICATION: Contract Rights (030) <br />DEBTOR, for consideration, hereby grants to SECURED PARTY a security interest in the following property <br />and any and all additions, accessions and substitutions thereto or therefor, hereinafter called the <br />COLLATERAL: ALL REVENUES DERIVED FROM ASSESSMENTS ON STOCK TO REPAY THE <br />INDEBTEDNESS ON THE AMOUNT LOANED TO DEBTOR BY SECURED PARTY, AS DESCRIBED IN <br />PLEDGE OF REVENUES PROVISIONS IN CONTRACT #C153637, as amended, (CONTRACT). <br />To secure payment of the indebtedness evidenced by certain Promissory Note Provisions of CONTRACT <br />between the above named parties herewith, payable to the SECURED as follows: $1,761,096.10 with <br />interest at the rate of 2% per annum payable in 40 annual installments of $64,378.18, or until all principal <br />and interest are paid in full. <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br />1. That except for the security interest granted hereby, DEBTOR is, or to the extent that this agreement <br />states that the COLLATERAL is to be acquired after the date hereof, will be, the owner of the COLLATERAL <br />free from any adverse lien, security interest or encumbrances; and that DEBTOR will defend the <br />COLLATERAL against all claims and demands of all persons at anytime claiming the same or any interest <br />therein. <br />2. That the execution and delivery of this agreement by DEBTOR will not violate any law or agreement <br />governing DEBTOR or to which DEBTOR is a party. <br />3. That, if DEBTOR is a corporation, its certificate and articles of incorporation and by-laws do not prohibit <br />any term or condition of this agreement. <br />4. That by its acceptance of the loan money pursuant to the terms of the CONTRACT and by its <br />representations herein, DEBTOR shall be estopped from asserting for any reason that it is not <br />authorized to grant a security interest in the COLLATERAL pursuant to the terms of this agreement. <br />5. To pay all taxes and assessments of every nature which may be levied or assessed against the <br />COLLATERAL. <br />6. To not permit or allow any adverse lien, security interest or encumbrance whatsoever upon the <br />COLLATERAL and not to permit the same to be attached or replevined. <br />That the DEBTOR will not use the COLLATERAL In violation of any applicable statutes, regulations, <br />ordinances, articles of incorporation or by-laws. <br />UNTIL DEFAULT DEBTOR may have possession of the COLLATERAL, provided that DEBTOR keeps the <br />COLLATERAL in an account separate from other revenues of DEBTOR and does not use the COLLATERAL for <br />Attachment 1 to Loan Contract #C153637 Amendment #1 <br />