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<br />J <br /> <br />SECURITY AGREEMENT <br /> <br />DEBTOR: The Western Mutual Ditch Company <br />1007 9th Avenue <br />Greeley, CO 80631 <br /> <br />FEDERAL TAX NUMBER: 84-0350690 <br /> <br />COUNTY: WELD (CODE: 03) <br /> <br />SECURED PARTY: State Of Colorado, Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />COLLATERAL: CONTRACT RIGHTS (CODE 030) <br /> <br />DEBTOR, for consideration, hereby grants to SECURED PARTY a security interest in the following <br />property and any and all additions, accessions and substitutions thereto or therefor, hereinafter <br />called the COLLATERAL: All revenues derived from assessments levied to repay the indebtedness on the <br />amount loaned to DEBTOR by SECURED PARTY, and all rights of DEBTOR to receive such assessment <br />revenues from its stockholders, as described in pledge of property provisions in Loan Contract No. <br />C153857 ("Contract"), <br /> <br />To secure payment of the indebtedness evidenced by the Promissory Note which is a part of <br />CONTRACT, between the above named parties herewith, payable to the SECURED PARTY in the amount <br />of $100,000 payable in 20 annual installments in accordance with the Promissory Note or until all <br />principal and interest are paid in full. <br /> <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br /> <br />1. That except for the security interest granted hereby, and subject to the terms of the Escrow <br />Agreement, incorporated herein by reference, 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 <br />COLLATERAL free from any adverse lien, security interest or encumbrances; and that DEBTOR will <br />defend the COLLATERAL against all claims and demands of all persons at anytime claiming the <br />same or any interest therein by, through or under DEBTOR. <br /> <br />2, That the execution and delivery of this agreement by DEBTOR will not violate any law or <br />agreement governing DEBTOR or to which DEBTOR is a party. <br /> <br />3. That, if DEBTOR is a corporation, its certificate or articles of incorporation and by-laws do not <br />prohibit any term or condition of this agreement. <br /> <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 <br />agreement, <br /> <br />5, To pay all taxes and assessments of every nature which may be levied or assessed against the <br />COLLATERAL, <br /> <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 /> <br />7. That the DEBTOR will not use the COLLATERAL in violation of any applicable statutes, regulations <br />or ordinances, articles of incorporation or by,laws. <br /> <br />Appendix 5 to Loan Contract C153857 <br />