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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF HALDI DITCH COMPANY <br /> The Board of Directors of the Haldi Ditch Company (Company), at a meeting held I■-'L , 2013, at <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 Haldi Ditch Repair in the amount of$50,500 or such actual amount, more <br /> or less, as may be needed by the Company and available from the CWCB including the CWCB loan origination fee of 1% <br /> 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 $50,500, 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 /> 8. 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 HALDI PIPELINE;and <br /> 5. 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 /> 6. 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 /C DAY OF 4/:(,r' .)/11/t. 2t-=/ 201 - <br /> (SEAL) C� <br /> By • ' ;a 4 ✓1,eAc‘f. <br /> Signature <br /> ATTEST: / <br /> NAME: (re. AA A /-• c - vf4 4 ( <br /> By (c I< I el,., TITLE: Ore (fit <br /> Signature of Corporate Secretary DATE: U( —O Ct --I-I LA <br /> DATE: ( ��� 7L, <br /> Appendix 3b to Loan Contract C150389 <br /> Page 1 of 1 <br />