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<br />SECURITY AGREEMENT <br /> <br />DATE: April 1 ,2004 <br />DEBTOR: THE LOWER ARKANSAS WATER MANAGEMENT ASSOCIATION <br />SECURED PARTY: COLORADO WATER CONSERVATION BOARD <br />PROMISSORY NOTE: $3,849,312.67, DATED APRIL 1,2004 <br />TERMS OF REPAYMENT: 3% PER ANNUM FOR 33 YEARS <br />LOAN CONTRACT: C153715, DATED March 14, 1996, and amended June 27, 1996; <br />December 2, 1996; April 9, 1997; May 28, 1997; March 10, 2001 ; <br />and April 1, 2004 <br />COLLATERAL: The COLLATERAL shall consist of (1) PLEDGED PROPERTY described <br />all revenues derived from membership assessments to repay <br />the indebtedness on the amount loaned to DEBTOR by the <br />SECURED PARTY and all rights of DEBTOR to receive assessment <br />revenues from its members, and (2) WATER SHARES described as <br />120 shares of stock in the Fort Bent Ditch Company evidenced by <br />Certificate No. 1141. <br />To secure payment of the loan evidenced by the PROMISSORY NOTE payable in accordance <br />with the TERMS OF REPAYMENT, or until all principal, interest, and late charges, if any, are paid <br />in full, the DEBTOR grants to SECURED PARTY a security interest in the above described <br />COLLATERAL. <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br />1. That except for the security interest granted hereby the DEBTOR is the owner of the <br />COLLATERAL free from any adverse lien, security interest or encumbrances; and that DEBTOR <br />will defend the COLLATERAL against all claims and demands of all persons at any time <br />claiming the same or any interest therein by, through or under DEBTOR. <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 />3. To not 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 />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 <br />not authorized to grant a security interest in the COLLATERAL pursuant to the terms of this <br />agreement. <br />5. To pay all taxes and assessments of every nature which may be levied or assessed against <br />the COLLATERAL. <br />6. That the DEBTOR'S articles of incorporation and by-laws do not prohibit any term or condition <br />of this agreement. ' <br />UNTIL DEFAULT, DEBTOR may have possession of the PLEDGED PROPERTY, provided <br />that DEBTOR keeps the PLEDGED PROPERTY in an account separate from other revenues of <br />DEBTOR and does not use the PLEDGED PROPERTY for any purpose not permitted by the <br />CONTRACT. Upon default, SECURED PARTY shall have the immediate right to the possession of <br />the PLEDGED PROPERTY. <br />DEBTOR SHALL BE IN DEFAULT under this agreement upon any of the following events or <br />conditions: <br /> <br />Appendix C to Loan Contract C153715 Amendment No.6 <br />