MORTGAGE DEED, SECURITY AGREEMENT, AND
FINANCING STATEMENT
This Mortgage Deed, Security Agreement, and Financing Statement ("Mortgage
Deed") is dated the 11th day of April, 1996, between the State of Colorado,
acting by and through the State Board of Land Commissioners (the "Land Board" or
"Mortgagee"), whose address is 620 Centennial Building, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Pure Cycle Corporation, a Delaware corporation
("Pure Cycle" or "Mortgagor"), whose address is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Land Board is the Secured Party/Creditor and Pure Cycle is
the Debtor.
WITNESSETH, that in order to secure the payment of certain obligations
under an agreement entitled Comprehensive Amendment Agreement No. 1 among Pure
Cycle, the Land Board, and others dated April 11, 1996 (the "Comprehensive
Agreement"), the Mortgagor does hereby grant, bargain, sell, convey, and assign
unto the Mortgagee, its successors and assigns, the Export Water (as that term
is defined in the Amended and Restated Lease Agreement No. S-38280, dated April
11, 1996, between Rangeview Metropolitan District, a quasi-municipal corporation
and political subdivision of the State of Colorado, acting by and through its
water activity enterprise, and the Land Board recorded with the Arapahoe County
Clerk and Recorder at Book No. ________, Page No. ________ (Reception No.
________), which definition of Export Water is incorporated by this reference)
which Export Water is located on and under that certain real property consisting
of approximately 24,567.21 acres, more or less, according to U.S. Government
Survey, in Arapahoe County, Colorado, more particularly described as follows
(the "▇▇▇▇▇ Range"):
Township 5 South, Range 64 West of the 6th P.M.,
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Sections 7 through 10: all;
Sections 15 through 22: all;
Sections 27 through 34: all.
Township 4 South, Range 65 West of the 6th P.M.,
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Sections 33: all and 34: all.
Township 5 South, Range 65 West of the 6th P.M.,
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Section 3: all; Sections 10 through 15: all, less certain
surface rights granted for the Aurora Reservoir (but
including the water under the Aurora Reservoir) in Section
15; Sections 22 through 27: all, less certain surface rights
granted for the Aurora Reservoir (but including the water
under the Aurora Reservoir) in Section 22; Sections 35 and
36: all; Section 34: north 2,183.19 feet.
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Township 5 South, Range 66 West of the 6th P.M.,
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Section 36: all
(a street address of the ▇▇▇▇▇ Range does not exist);
TO HAVE AND TO HOLD the same, together with all and singular the privileges
and appurtenances thereunto belonging forever; provided always, that if the
Mortgagor or its successor or assigns shall pay or cause to be paid to the
Mortgagee, or its successors or assigns, the obligations under the Comprehensive
Agreement in accordance with the terms of the Comprehensive Agreement and shall
in the meantime keep and perform the covenants and agreements herein contained,
then these presents shall be null and void, but otherwise remain in full force
and effect.
This Mortgage Deed shall constitute a security agreement and financing
statement, in accordance with the Uniform Commercial Code of Colorado, with
respect to all personal property and fixtures included within the Export Water
located on and under the ▇▇▇▇▇ Range. Mortgagor, as Debtor, does hereby grant a
security interest in the Export Water, and all its substitutions, additions,
replacements and proceeds, to the Mortgagee, as Secured Party.
That the Mortgagor, for itself and its successors and assigns, covenants
and agrees to and with the Mortgagee, its successors and assigns, that it holds
the said premises free and clear of all liens and encumbrances, that the
Mortgagor will pay in due season all taxes and assessments levied on said
premises; that it will pay the costs and attorneys' fees incurred by the
Mortgagee, or its successors and assigns in any foreclosure action, other suit
or proceeding, by reason hereof; and that upon default in the payment of the
obligations under the Comprehensive Agreement or any part thereof, or upon the
breach of any of the covenants or agreements herein contained; this Mortgage
Deed may be forthwith foreclosed.
IN WITNESS WHEREOF, the Mortgagor has executed this Mortgage Deed on the
date set forth above.
PURE CYCLE CORPORATION
Attest:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Tax Payer ID No. ▇▇-▇▇▇▇▇▇▇
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STATE OF COLORADO )
City and ) ss.
COUNTY OF Denver )
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The foregoing instrument was acknowledged before me this 9th__day of
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April, 1996, on behalf of Pure Cycle Corporation, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as
President, and by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Secretary.
Witness my hand and official seal.
My commission expires: July 17, 1996
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Notary Public
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