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<br />SECURITY AGREEMENT <br /> <br />(PLEDGE OF REVENUES) <br /> <br />DATE: OCTOBER 29, 2004 <br /> <br />DEBTOR: Kenneth Guenzi, David Guenzi, and John Guenzi <br /> <br />SECURED PARTY: COLORADO WATER CONSERVATION BOARD <br /> <br />PROMISSORY NOTE: $$334,739.00, DATED OCTOBER 29,2004 <br /> <br />TERMS OF REPAYMENT: 2.50% PER ANNUM FOR 30 YEARS <br /> <br />LOAN CONTRACT: C150174, DATED OCTOBER 29,2004 <br /> <br />COLLATERAL: All revenues or water credits derived from Debtor's <br />rights to receive said revenues or water credits pursuant to the Agreement <br />dated May 6, 2001 between Farmers' Pawnee Canal Company and <br />Hettinger Farm and Ranch, assigned to John Guenzi, David Guenzi and <br />Kenneth Guenzi on March 31, 2004 (and any subsequent agreement that <br />amends, renews or replaces Agreement) to repay the loan in accordance <br />with the LOAN CONTRACT. <br /> <br />To secure payment of the loan evidenced by the PROMISSORY NOTE payable in accordance with the <br />TERMS OF REPAYMENT, or until all principal, interest, and late charges, if any, are paid in full, the DEBTOR <br />grants to SECURED PARTY a security interest in the above described COLLATERAL. <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br />1. That except for the security interest granted hereby and any other security interests described in <br />Section 5 of the Loan Contract Project Summary, DEBTOR is the owner of the COLLATERAL free from <br />any adverse lien, security interest or encumbrances; and that DEBTOR will defend the COLLATERAL <br />against all claims and demands of all persons at any time 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 agreement <br />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 the <br />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 agreement. <br />5. To pay all taxes and assessments of every nature which may be levied or assessed against the <br />COLLATERAL. <br />6. That the DEBTOR'S articles of incorporation and by-laws do not prohibit any term or condition of this <br />agreement. <br />UNTIL DEFAULT DEBTOR may have possession of the COLLATERAL, provided that DEBTOR keeps <br />the COLLATERAL in an account separate from other revenues of DEBTOR and does not use the COLLATERAL <br />for any purpose not permitted by the CONTRACT. Upon default, SECURED PARTY shall have'the immediate <br />right to the possession of the COLLATERAL. <br />DEBTOR SHALL BE IN DEFAULT under this agreement upon any of the following events <br />or conditions: <br />a. default in the payment or performance of any obligation contained herein or in the Promissory <br />Note or Loan Contract; <br />b. dissoiution, termination of existence, insolvency, business failure, appointment of a receiver of <br /> <br />Appendix 3c to Loan Contract C1500174 <br />