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Contract(the"Security Agreement"),or the Deed of Trust between the Ditch Company and CWCB <br /> executed in connection with the Loan Contract(the"Deed of Trust"),or the issuance,execution or <br /> delivery of the Promissory Note in the total principal amount of$448 440.00(the"Note")executed <br /> in connection with the Loan Contract(collectively,the Loan Contract,the Security Agreement,the <br /> Deed of Trust and the Note will be referred to herein as the"Loan Documents") or the levy and <br /> collection of assessments,fees and charges to make the payments due under the Loan Documents; <br /> or the use of the proceeds of the loan(the"Loan")made pursuant to the Loan Documents for the <br /> purposes provided by the resolution finally passed and adopted by the Board on December 2.2013 <br /> (the"Resolution");or affecting in any way the right or authority of the Ditch Company to make the <br /> payments required under the Loan Documents,or otherwise to carry out the terms and provisions <br /> of the Resolution and the Loan Documents and the covenants and agreements therein and of other <br /> proceedings authorizing the execution of or otherwise concerning the Loan Documents. <br /> (b) In any manner questioning, contesting or otherwise affecting the authority or <br /> proceedings for the execution or delivery of the Loan Documents; or questioning, contesting or <br /> otherwise affecting, directly or indirectly, the validity thereof, or of any provisions made or <br /> authorized for their payment. <br /> 6. The Ditch Company has not previously pledged or encumbered the Pledged Property(as <br /> defined in the Loan Contract),except as noted in Appendix 1 to the Loan Contract. <br /> 7. None of the corporate existence of the Ditch Company,or the rights of the Board and <br /> officers to hold their respective positions, is being contested or challenged; and no proceedings or <br /> authority for the execution or delivery of the Loan Documents have or has been repealed,rescinded, <br /> revoked,modified,changed or altered in any manner. <br /> 8. To the best of our knowledge,none of the persons named in paragraph 4 above,nor any <br /> other officer of the Ditch Company,has any pecuniary or other prohibited interest,direct or indirect,in <br /> the profits of any contract or job for work or services to be performed,nor have such persons solicited <br /> or received any pay, commission, money or anything of value or derived any benefit, profit or <br /> advantage,directly or indirectly,in connection with the Loan Documents or the uses of the proceeds of <br /> the Loan as provided in the Resolution;except to the extent that any such conflict of interest has been <br /> disclosed to the Board, or except to the extent such person has abstained from taking official action <br /> thereon. <br /> Page 2 of 3 <br />