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SECURITY AGREEMENT <br />(PLEDGE OF REVENUES) <br />DATE: FEBRUARY 1, 2004 <br />DEBTOR: Orphan Wells of Wiggins, L.L.C. <br />SECURED PARTY: COLORADO WATER CONSERVATION BOARD <br />1313 SHERMAN STREET, ROOM 721 <br />DENVER, CO 80203 <br />PROMISSORY NOTE: $1,048,077, DATED FEBRUARY 1, 2004 <br />TERMS OF REPAYMENT: 2.5% PER ANNUM FOR 30 YEARS <br />LOAN CONTRACT: C150159, DATED FEBRUARY 1, 2004 <br />COLLATERAL: All revenues derived from assessments on stock and all of <br />Debtor's right to receive said assessment revenues to repay <br />the loan as described in Pledge of Property provisions of the <br />LOAN CONTRACT and the Resolutions adopted February 10, <br />2004, by the DEBTOR <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 in, <br />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 and any other security interests <br />described in Section 5 of the Loan Contract Project Summary, 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. <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 not <br />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 COLLATERAL, provided that <br />DEBTOR keeps the COLLATERAL in an account separate from other revenues of DEBTOR and <br />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 />Appendix 4 to Loan Contract C150159 <br />