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<br />SECURITY AGREEMENT <br /> <br />DEBTOR: <br /> <br />MUTUAL MESA LATERAL ENTERPRISE <br />668 38 Road <br />P.O. Box 356 <br />Palisade, CO 81526-0356 <br /> <br />FED TAX 10 # <br /> <br />SECURED PARTY: <br /> <br />ST ATE OF COLORADO for the use and benefit <br />Natural Resources, Colorado Water Conservation <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />of the Department of <br />Board <br /> <br />COLLATERAL CLASSIFICATION: CONTRACT RIGHTS & OTHER <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, hereinafter called the COLLATERAL: All <br />revenues derived from fees and charges collected from the Orchard Mesa Irrigation District ("aMID ") for <br />services associated with the Mutual Mesa Lateral pursuant to an agreement between DEBTOR and aMID dated <br />October 29, 1996, as described in Pledge of Revenues Provisions in contract #CI53723. <br /> <br />To secure payment of the indebtedness evidenced by certain Promissory Note Provisions of Loan Contract <br />#C153723 ("CONTRACT") between the above named parties herewith, payable to the SECURED PARTY, or order, <br />as follows: $871,000 in accordance with the terms specified in the Promissory Note Provisions of said <br />Contract, or until all 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 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 free <br />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 therein. <br /> <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 /> <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 /> <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 authorized to grant <br />a security interest in the COLLATERAL pursuant to the terms of this 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 />COLLA TERAL 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 />ordinances, articles of incorporation or by-laws. <br /> <br />Appendix B to Loan Contract #C153723 <br />