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<br />SECURITY AGREEMENT <br /> <br />DEBTOR: Ute Water Activity Enterprise <br />P.O. Box 460 <br />Grand Junction, CO 81502-0460 <br /> <br />FEDERAL TAX NUMBER: 84-6013629 <br /> <br />COUNTY: MESA <br /> <br />SECURED PARTY: State of Colorado - Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <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: Water system revenues pledged to repay the indebtedness on the amount loaned to DEBTOR <br />by SECURED PARTY, as described in pledge of revenues provisions in contract No. C150026 (CONTRACT). <br /> <br />To secure payment of the indebtedness evidenced by the Promissory Note between the above named parties <br />in the total amount of $7,000,000.00 at an interest rate of 4.75% per annum for a term of 30 years, payable by <br />DEBTOR to the SECURED PARTY until all principal, interest, and late charges, if any, are paid in full in <br />accordance with said Promissory Note. <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 <br />free from any adverse lien, security interest or encumbrances, except for DEBTOR'S Water Revenue <br />Refunding Bonds, Series 1995 and Series 1997 and existing loans from SECURED PARTY; and that <br />DEBTOR will defend the COLLATERAL against all claims and demands of all persons at anytime claiming <br />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 />goveming DEBTOR or to which DEBTOR is a party. <br /> <br />3. 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 /> <br />4. 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, without the prior written consent <br />of SECURED PARTY. <br /> <br />5. 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 />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 />any purpose not permitted by the CONTRACT. Upon default, SECURED PARTY shall have the immediate right <br />to the possession of the COLLATERAl. <br /> <br />DEBTOR SHALL BE IN DEFAULT under this agreement upon the happening of any of the following <br />events or conditions: <br /> <br />a. default in the payment or performance of any obligation, covenant or liability contained or referred <br />to herein or in any note evidencing the same; <br /> <br />Appendix 0 to Loan Contract C150026 <br />