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<br />-....~'1 <br /> <br />L ( I r <br /> <br />such Owner's allocated portion of the payment, as determined <br />pursuant to paragraph 2(d) below. Upon payment in full of an <br />Owner's allocated portion of the Loan, Lender shall release <br />all remaining Shares of that Owner then subject to the <br />Security Documents. In each case Lender shall execute all <br />documents as are necessary to evidence such release. <br />Notwithstanding anything to the contrary in this Agreement, <br />the Notes or the Security Documents, an Event of Default (as <br />defined in paragraph 5 below) with respect to any Owner's <br />allocable portion of the Loan shall not affect the rights of <br />all other Owners whose proportionate Loan payments and other <br />assessment payments under paragraph 4(j) below have been made <br />to releases of their Shares pursuant to this paragraph. <br /> <br />(d) The value of the Shares to be released <br />pursuant to paragraph 2(c) above shall be calculated <br />separately for each Owner by multiplying that Owner's original <br />allocated portion of the Loan (as set forth on Exhibit C) by a <br />fraction, the numerator of which is that Owner's allocated <br />portion of the payment made (principal plus interest) and the <br />denominator of which is 7/10ths of the sum of that Owner's <br />original allocated portions of the Loan and of the total <br />amount of interest thereon (as reflected on Exhibit F). The <br />number of Shares to be released shall be determined using a <br />value of $410 per.share for Class A Series 1 Shares and $540 <br />per share for Class A Series 2 Shares. By way of example, <br />upon the making of the fourth annual payment and the <br />certification of Borrower that each Owner is to be credited <br />with its allocated portion thereof, Lender shall release to <br />each Owner Shares having a value equal to one-seventh of the <br />total value of such Owner's Shares originally subject to the <br />Security Documents. Where an Owner has pledged both Series 1 <br />and Series 2 Shares, releases shall be made first from the <br />Series 2 Shares of that Owner until all such Series 2 Shares <br />have been released. <br /> <br />(e) If Lender becomes the owner of any of the <br />Shares by foreclosure or other exercise of its rights under <br />this Agreement or the Security Documents, Lender shall not be <br />prohibited from opposing the Water Court applications of any <br />Owner to prevent injury to Lender's instream flow water rights <br />solely by reason of Section 11.2 of Borrower's articles of <br />incorporation (Which Borrower acknowledges was not intended to <br />create any such prohibition against Lender) or any equivalent <br />provisions, and Borrower waives any right of objection to such <br />opposition on the basis of any such provision. The foregoing <br />agreement and waiver shall survive the termination of this <br />Agreement but are personal to Lender, i.e., they shall grant <br />no rights to any third-party purchaser at foreclosure or any <br />successor or assign of Lender. <br />, <br /> <br />Page 4 of 13 <br />