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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF LAST CHANCE DITCH COMPANY <br />Th Board of Directors of Last Chance Ditch Company (Company), at a meeting held <br />St 2011, at Colorado, adopted the following resolutions concerning a <br />secured lo' n from the State of Colorado Water Conservation Board (CWCB), for the purpose of <br />constructio of the Ditch Headworks Replacement Project in the amount of $185,436 or such <br />actual am nt, more or less, as may be needed by the Company and available from the CWCB <br />including tt e CWCB loan origination fee of 1 % of the loan amount. <br />At Q aid meeting, the Board charged that these resolutions are irrepealable during the term <br />of the loar and, pursuant to the Company's bylaws, authorized the President and Corporate <br />Secretary, RESOLVED as follows. <br />1. to entei into and comply with the terms of a contract with the Colorado Water Conservation <br />Board f r a loan in the amount of $185,436, or such actual amount, more or less, as needed to <br />finance the project costs, including the CWCB loan origination fee of 1 %, and <br />2. to levy nd collect assessments from the shareholders in an amount sufficient to pay the annual <br />amount; due under the Loan Contract, and to pledge assessment revenues and the Company's <br />right to eceive said revenues for repayment of the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other COMPANY <br />revenu s, and <br />4. to mak the annual payments required by the promissory note and to make annual deposits to <br />a debt ervice reserve fund, and <br />5. to pled a the Company's water rights as collateral for the loan and execute all documents, <br />includin a security agreement and deed of trust, necessary to convey a security interest in said <br />prope to the CWCB, <br />6. to exec to all documents as required by the loan contract, including, but not limited to, a <br />Securi Agreement and a Promissory Note, and <br />7. to take such other actions and to execute such other documents as may be necessary to <br />consu mate and implement the loan. <br />CERTIFICATION <br />THE UNDER 3IGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />COMPANY' BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ZU DAY OF 6 r1-Dl Pr 2011. <br />(SEAL) <br />James French, President <br />ATTEST: <br />Appendix 3b to Loan Contract C150318 <br />