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and (b) a Promissory Note (the "Note ") dated as of the same date from the District to the CWCB <br />evidencing the loan (the "Loan") made pursuant to the Loan Contract; and <br />WHEREAS, the Loan Contract shall create an irrevocable and first lien on the net <br />revenue of the Water System, on parity with that of (a) the Promissory Note dated July, 1999 <br />from the Town to the CWCB (the "1999 CWCB Note "), (b) the Governmental Agency Bond <br />dated September 22, 2009 from the District to the Colorado Water Resources and Power <br />Development Authority (the "2009 CWRPDA Bond "), (c) the Governmental Agency Bond dated <br />May 19, 2011 from the District to the Colorado Water Resources and Power Development <br />Authority (the "2011 CWRPDA Bond" and, collectively with the 1999 CWCB Note and the <br />2009 CWRPDA Bond, the "Prior Parity Obligations "), and (d) any additional Parity Lien Bonds <br />(as defined herein) issued by the District; and <br />WHEREAS, none of the members of the Board have any potential conflicting interests in <br />connection with authorization for execution of the Loan Contract, or the issuance and delivery of <br />the Promissory Note, or the use of the proceeds thereof; and <br />WHEREAS, there has been presented to this meeting of the Board the form of the Loan <br />Contract and the Board desires to authorize the execution of the document, the issuance and <br />delivery of the Promissory Note, and the execution of any additional documentation which may <br />be related to such financing; <br />THEREFORE, be it resolved by the Board of Selectmen of the Town of Georgetown, <br />Colorado, acting as the governing body of the Town's Water and Sewer Activity Enterprise: <br />Section 1. Definitions. As used herein, the following capitalized terms shall have the <br />respective meanings set forth below, unless the context indicates otherwise. <br />"Board' means the Board of Selectmen of the Town, acting as the governing body of the <br />Water Activity Enterprise of the District. <br />"Capital Improvements" means the acquisition of land, easements, facilities, and <br />equipment (other than ordinary repairs and replacements), and the design, construction or <br />reconstruction of improvements, betterments, and extensions, for use by or in connection with <br />the System. <br />"Charter" means the Charter of the Town of Georgetown, Colorado originally enacted by <br />the Council and House of Representatives of Colorado Territory, as amended from time to time. <br />"C.R.S." means the Colorado Revised Statutes, as amended and supplemented as of the <br />date hereof <br />"CWCB" means the Colorado Water Conservation Board and any successor thereto. <br />" CWRPDA" means the Colorado Water Resources and Power Development Authority <br />and any successor thereto. <br />"Financing Documents" means, collectively, the Loan Contract and the Note. <br />4819 -4015- 3614.1 2 <br />