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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF HIGHLAND DITCH COMPANY <br /> The Board of Directors of the Highland Ditch Company (Company), at a meeting held/ ' •• ., 2013, at Me--4 , <br /> Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado Water Conservation <br /> Board (CWCB), for the purpose of the Emergency Highland Ditch System Repairs in the amount of$1,999,800 or such actual <br /> amount, more or less, as may be needed by the Company and available from the CWCB including the CWCB loan <br /> origination fee of 1% of the loan amount. <br /> At said meeting, the Board charged that these resolutions are irrepealable during the term of the loan and, <br /> pursuant to the Company's bylaws, authorized the President and Corporate Secretary, RESOLVED as follows: <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in the amount <br /> of $1,999,800, or such actual amount, more or less, as needed to finance the project costs, including the CWCB loan <br /> origination fee of 1%, and <br /> 2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts due under the <br /> LOAN CONTRACT, and to pledge assessment revenues and the Company's right to receive said revenues for repayment of <br /> the loan, and <br /> 3. to place said pledged revenues in a special account separate and apart from other COMPANY revenues, and <br /> 4. to make the annual payments required by the PROMISSORY NOTE and to make annual deposits to a debt service reserve <br /> fund, and <br /> 5. to pledge, as COLLATERAL, for the loan the Company's, assessment revenues backed by a rate covenant and an <br /> undivided one hundred percent(100%) interest in the HIGHLAND DITCH COMPANY DIVERSION STRUCTURE, and <br /> 6. to execute all documents as required by THE LOAN CONTRACT, including, but not limited to, a PROMISSORY NOTE, SECURITY <br /> AGREEMENT,and DEED OF TRUST necessary to convey a security interest in said property to the CWCB, and <br /> 7. to take such other actions and to execute such other documents as may be necessary to consummate and implement the <br /> loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED,THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND <br /> CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S BOARD OF DIRECTORS DULY CALLED AND <br /> HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS,AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR <br /> RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 9. DAY OF \ I a vT\CQJr- 2013. <br /> (S E A L) ` <br /> By , l <br /> Signature <br /> ATTEST: <br /> NAME: I • C A f <br /> By %/I- • . . TITLE: 1 1. /La / <br /> Signat a of orpor'at= 'e retry DATE: j r <br /> DATE: D st • 3 <br /> Appendix 3b to Loan Contract C150369 <br /> Page 1 of 1 <br />