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<br />SECURITY AGREEMENT <br /> <br />Debtor: Arkansas Groundwater Users Association <br />100 West 1 st Street <br />Manzanola, CO 81058 <br /> <br />FEDERAL ID NUMBER: 84-1268595 <br /> <br />COUNTY: PUEBLO (CODE: 02) <br /> <br />SECURED PARTY: State of Colorado, Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />COLLATERAL: All Water Rights and Ditch Shares (Code: 560) <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: 1,007 shares of Excelsior Irrigating Company stock, evidenced by Certificate Number 7, <br />which represent DEBTOR'S pro rata interest in the following water rights: 20 c.f.s. decreed to the <br />Bessemer Ditch as Priority No. 55 (Admin. # 13635) by the Pueblo County District Court in Civil Action <br />2535 on March 23, 1896 with an appropriation date of May 1, 1887, and transferred to the Excelsior <br />Ditch on September 15, 1905 in Civil Action 9532, and 40 c.f.s. decreed to the Rocky Ford Highline <br />Canal as Priority No. 60 (Admin. # 14616) by the Pueblo County District Court in Civil Action 2535 on <br />March 23, 1896 with an appropriation date of January 6, 1890, and transferred to the Excelsior Ditch <br />on September 15, 1905 in Civil Action 9532. <br /> <br />To secure payment of the indebtedness evidenced by the Promissory Note which is a part of the Loan <br />Contract No. C 153808 between the above named parties herewith, payable to the SECURED PARTY as <br />follows: $590,590 payable in forty annual installments or until all principal and interest are paid in full. <br /> <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br /> <br />1. That except for the security interest granted hereby, 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 <br />of the COLLATERAL free from any adverse lien, security interest or encumbrances; and that <br />DEBTOR will defend the COLLATERAL against all claims and demands of all persons at anytime <br />claiming the same or any interest therein. <br /> <br />2. That the execution and delivery of this agreement by DEBTOR will not violate any law or <br />agreement governing 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 <br />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 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 /> <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 />Appendix 5 to Loan Contract No. C153808 <br />