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<br />"--.. <br /> <br />SECURITY AGREEMENT <br /> <br />DEBTOR: Pine River Canal Company <br />1137 CR 329 <br />Ignacio, CO 81137 <br /> <br />FEDERAL TAX NUMBER: 84-0292515 <br /> <br />COUNTY: La Plata (CODE: 20) <br /> <br />SECURED PARTY: State of Colorado - Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />COLLATERAL: Contract Rights (Code: 030) <br /> <br />DEBTOR, for consideration, hereby grants to SECURED PARTY a security interest in the following property <br />and any and all additions, accessions and substitutions thereto or therefor, hereinafter called the <br />COLLATERAL: All revenues derived from assessrflents on stock and all of DEBTOR'S right to received <br />said assessment revenues to repay the indebtedness on the amount loaned to debtor by secured party, <br />as described in Pledge of Property provisions in Contract No, C150019 (CONTRACT). <br /> <br />To secure payment of the indebtedness evidenced by certain Promissory Note of CONTRACT between <br />the above named parties herewith, payable to the SECURED PARTY, the loan amount of $243,700 for a <br />period of 20 years in accordance with said Promissory Note or until all principal and interest are paid in <br />full. <br /> <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br /> <br />1. That except for the security interest granted hereby, and DEBTOR is, or to the extent that this <br />agreement states that the COLLATERAL is to be acquired after the date hereof, will be, the owner of <br />the COLLATERAL free from any adverse lien, security interest or encumbrances, except for the loan <br />made on April 18, 1967 to DEBTOR by the U.S. Department of Agriculture Farmers Home <br />Administration Watershed Protection Program (USDA Loan); and that DEBTOR will defend the <br />COLLATERAL against all claims and demands of all persons at anytime claiming the same or any <br />interest therein. <br /> <br />2. That the execution and delivery of this agreement by DEBTOR will not violate any law or agreement <br />goveming DEBTOR or to which DEBTOR is a party. <br /> <br />3. That, if DEBTOR is a corporation, its certificate and articles of incorporation and by-laws do not <br />prohibit any term or condition of this agreement. <br /> <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 /> <br />5. To pay all taxes and assessments of every nature which may be levied or assessed against the <br />COLLATERAL. <br /> <br />6. To not permit Dr allow any adverse lien, security interest or encumbrance whatsoever upon the <br />COLLATERAL and not to permit the same to be attached or replevined, except as provided under the <br />aforementioned USDA Loan. <br /> <br />7. That the DEBTOR will not use the COLLATERAL in violation of any applicable statutes, regulations, <br />ordinances, articles of incorporation or by-laws. <br /> <br />UNTIL DEFAULT DEBTOR may have possession of the COLLATERAL, provided that DEBTOR keeps the <br /> <br />Appendix 6 to Loan Contract C150019 <br />