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<br />SECURITY AGREEMENT <br /> <br />DEBTOR: Upper Platte and Beaver Canal Company <br />P,O, Box 581 <br />Brush, CO 80723 <br /> <br />COUNTY: MORGAN (CODE: 15) <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 all revenues <br />derived from assessments on stock and all of DEBTOR'S right to receive said assessment <br />revenues to repay the indebtedness on the amount loaned to Debtor by Secured Party, as <br />described in Pledge of Property provisions in Contract No. C150096 dated June 1, 2002 <br />(CONTRACT), hereinafter called the COLLATERAL, to secure payment of the indebtedness <br />evidenced by the Promissory Note dated June 1, 2002, between the above named parties, <br />payable to the SECURED PARTY, the loan amount of $83,000 for a period of 10 years in <br />accordance with said Promissory Note 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 <br />agreement states that the COLLATERAL is to be acquired after the date hereof, will be, the <br />owner of the COLLATERAL free from any adverse lien, security interest or encumbrances; and <br />that DEBTOR will defend the COLLATERAL against all claims and demands of all persons at <br />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 <br />agreement 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 <br />prohibit any-\erm or condition of this agreemenC <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 <br />the COLLATERAL. " <br /> <br />6, Not to permit or allow any adverse lien, security interest or encumbrance whatsoever upon <br />the 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, <br />regulations, ordinances, articles of incorporation or by-laws, <br /> <br />UNTIL DEFAULT DEBTOR may have possession of the COLLATERAL, prOVided that <br />DEBTOR keeps the COLLATERAL in an account separate from other revenues of DEBTOR and does <br />not use the COLLATERAL for any purpose not permitted by the CONTRACT, Upon default, <br />SECURED PARTY shall have the immediate right to the possession of the COLLATERAL. <br /> <br />DEBTOR SHALL BE IN DEFAULT under this agreement upon the happening of any of <br /> <br /> <br />Appendix 4 to Loan Contract C150096 <br />