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<br />SECURITY AGREEMENT <br /> <br />DEBTOR: The Consolidated Mutual Water Company <br />P,O. Box 150068 <br />Lakewood, Colorado 80215 <br /> <br />FEDERAL TAX NUMBER: 84-0177040 <br /> <br />COUN\Y: JEFFERSON (CODE:. 11) <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 SECUREO 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 water service revenues and all of DEBTOR'S right to receive said <br />revenues to repay the indebtedness on the amount of $4,333,000 loaned to debtor by secured party, <br /> <br />To secure payment of the indebtedness evidenced by the Promissory Note dated September 21,2001, <br />between the above named parties herewith, payable to the SECURED PARTY, the loan amount of <br />$4,333,000 for a period of ten years in accordance with said Promissory Note or until all principal and <br />interest are paid in full. <br /> <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br /> <br />1. That except for thB "''''''';0/ interest gr:mted hereby, DLBTOR j", UI lu [tie extent lOat lOlS 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 same <br />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, if DEBTOR is a corporation, its certificate and 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 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 applicabie statutes, regulations, <br />ordinances, articles of incorporation or by-laws. <br /> <br />UNTIL DEFAULT DEBTOR may have possession of the revenue portion of the COLLATERAL, <br />provided that DEBTOR keeps those revenues in an account separate from other revenues of DEBTOR <br />and does 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 the <br /> <br />Attachment C to Contract C150011 Amendment No.2 <br />