PROJ00063

• Contract/PO #: C153533
• Contractor Name: Santa Maria Reservoir Company
• Contract Type: Loan
• Water District: 0
• County: Hinsdale
• Bill Number: SB 88-30
• Loan Projects - Doc Type: Contract Documents

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DEED OF TRUST

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THIS INDENTURE. mede thie .8.thdey of November ,1996, between SANTA
MARIA RESERVOIR COMPANY, whose address is P.O. Box 288, Monte Vista, Colorado 81144,
referred to 88 GRANTOR, and the Public Trustee of the Counties of HINSDALE and MINERAL, State
of Colorado, hereinafter referred to 88 PuBUC TRUSTEE,

WITNESSETH. THAT, WHEREAS, GRANTOR hee executed Cont,ect #C163633 (the
"Contract") dated May 8, 1989, for 8 loan in the principal sum of $420,400, to be repaid to the
5T A TE OF COLORADO for the use and benefit of the Department of Natural Resources, Water
Conservation Board, whose address is 1313 Sherman Street, Room 721, Denver, Colorado 80203,
with interest thereon at the rate of five percent (6%) per annum, payable in thirty (30) equal
annual installments, or until loan is paid in full.

AND WHEREAS. the GRANTOR MJ desirous of securing payment of the principal and interest of said loan to the State of Colorado.

NOW, THEREFORE, the GRANTOR. in consideration of the premises and for the purpose aforesaid, does hereby grant, bargain, sell
and convey unto the said PuBLIC TRUSTEE in trust forever, the following described property, situated in the Counties of HINSDALE and
MINERAL Colorado. to wit: an undivided 'OO~ interBSt in IInd to (a) 206.5 Bcre-feet of the absolutfl portion of ResfIfVoir Priority No. 7976-
, 7, decreed to the SRntll Meri8 R!!~!!!.."C': ~}' :!c:;~ ~f to'::! District Court fcr' ~..'iitCfr Distri;;t 20 ,:illlea September i $, 7916, Appropriation
Priority No. 1916-81A. with BPPropriBtion dste of August 11, 1896 (see decree upon remittitur of Supreme Court dated July 28, 1924.
nunc pro tunc November 26, 1920), and (b) 206.5 acre-feet of the absolute ponion of Reservoir Priority No. 7934-1, decreed to the
Continental Reservoir by decree of the District Court for Water District 20 dated October 15, 7934, Approprilltion Priority No. 7934-7 f with
appropriation date of June 7. 1907 (COllectively referred to as the -Property-).

TO HAVE AND TO HOLD the same, together with all and singular the privileges and appurtenances thereunto belonging: In Trust
nevertheless. that in case of default in the payment under said Contract, or any part thereof, or in the payment of the interest thereon,
according to the tenor and effect of said Contract or in the payment of sny prior encumbrances, principsl or interest, if sny, or in csse default
shsll be msde in or in csse of violstion or bresch of sny of the terms, conditions, covenants or sgreements contained in the Contract, the
beneficiary hereunder msy declare s violstion of any of the covenants contained in the Contract and elect to sdvertise said Property for sale,
and demsnd such 8ale by filing a notice of such election and demand for 8ale with the PuBLIC TRUSTEE. Upon receipt of such notice of
election and demand for sale, the PuBlIC TRUSTEE shall cause a copy of the same to be recorded in the recorder's office of the county in
which said Property is situated, it shall and may be lawful for the PuBLIC TRUSTEE to sell and dispose of the same (en masse or in separate
parcels, a,s the said PuBUC TRUSTEE may think best), and all the right, tjtle and interest of the GRANTOR, its successors or assigns therein,
at public auction at such time and at such locstion as shall be designated in the Puauc TRUSTEE'S Notice of Sale, for the highest and best
price the same will bring in cash, four weeks' public notice having been previously given of the time and place of such sale, sdvertisement
once each week for five consecutive weeks in some neW8paper of general circulation at that time published in said Counties of HINSDALE
and MINERAL, a copy of which notice shall be mailed within ten days from the date of the first publication thereof to the GRANTOR at the
address herein given and to such person or persons appearing to have acquired a subsequent record interest in said Property at the address
given in the recorded instrument; where only the county and state is given as the address then such notice shall be mailed to the county
seat, and to make and give to the purchaser of the Property at such sale, a certificate in writing describing the Property purchased, and the
sum paid therefor, and the time when the purchaser (or other person entjtled thereto) shall be entitled to the deed therefor, unless the same
shall be redeemed as is provided by law; and said PuBlIC TRUSTEE shall, upon demand by the person holding the said certificate of purchase,
when said demand is msde, or upon demand by the person entitled to a deed to and for the Property purchased. at the time such demand
is made, the time for redemption having expired, make and execute to such person a deed to the Property purchased, which said deed shall
be in the ordinary form of a conveyance, and shall be signed, scknowledged and delivered by the said PuBlIC TRUSTEE and shall convey and
quitclaim to such person entitled to such deed, the Property purchased as aforesaid and all the right, title, interest, benefit and equity of
redemption of the GRANTOR, its successors and assigns made therein, and shall recite the sum for which the Property was sold and shall
refer to the power of s81e therein contained, and to the sale made by virtue thereof; and in case of an assignment of such certificate of
purchase, or in CBse of the redemption of the Property by a subsequent encumbrancer, such 88Rignment nr !'l!oempti"Fl S'~e!! e's" be !"eferred
10 in such aeeci; but the notice of sale need not be set out in such deed snd the PuBlIC TRUSTEE shall, out of the proceeds or avails of such
sale, after first paying and retaining all fees, charges and costs of making said sale, pay to the beneficiary hereunder the principal and
interest due under the Contract according to the tenor and effect thereof. and all moneys advanced by such beneficiary or legal holder of
said note for insurance, tsxes snd assessments, with interest thereon at ten per cent per annum, rendering the surplus, if any, unto the
GRANTOR, its successors or assigns; which 8ale and said deed so made shall be a perpetual bar, both in law and equity, against the GRANTOR,
its successors and sssigns, and sll other persons claiming the said Property, or any part thereof, by, from, through or under the GRANTOR,
or any of them. It shall not be obligatory upon the purchaser at any such sale to see to the application of the purchase money.

And the GRANTOR, for itself and its successors or assigns covenants and agrees to and with the PuBlIC TRUSTEE, thst at the time
of the unsealing of and delivery of these presents it is well seized of the Property in fee simple, and has good right, full power and lawful
authority to grant, bargain, sell and convey the same in the manner and form as aforesaid; hereby fully and absolutely waiving and releasing
all rights and claims it may have in or to said Property as a Homestead Exemption, or other exemption, under and by virtue of any act of
the General Assembly of the State of Colorado, or as any exemption under and by virtue of any act of the United States Congress, now
existing or which may hereafter be passed in relstion thereto and that the S8me are free snd clear of all liens snd encumbrances whatever,
and the above bargained Property in the quiet and peaceable possession of the PUBlIC TRUSTEE, its successors and assigns, against all and
every person or persons Iswfully claiming or to claim the whole or sny part thereof, the GRANTOR shall and will Warrant and Forever Defend.

Until payment in full of the indebtedness, the GRANTOR shall timely psy all taxes and assessments levied on the Property; any and
all amounts due on account of principal and interest or other sums on any senior encumbrances, if any; and will keep the Property insured
in accordance with the requirements of the Contract. Should the GRANTOR fail to insure the Property in accordance with the Contract or
to psy taxes or assessments a8 the same fall due, or to pay any amounts payable upon senior encumbrances, if any, the beneficiary may
make any such payments or procure any such insurance, and all moneys so paid with interest thereon at the rate of ten percent (10%) per
annum shall be added to and become a part of the indebtedness secured by this Deed of Trust and may be paid out of the proceeds of the
sale of the Property if not paid by the GRANTOR. In addition, and at its option, the beneficiary may declare the indebtedness secured hereby