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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF THE MCDONALD DITCH COMPANY <br /> IA- The Board of Directors of the McDonald Ditch Company (Company), at a meeting held S-12- , <br /> 2012, at itioKi J► Colorado, adopted the following resolutions concerning a secured loan from the State of <br /> Colorado Water Conservation Board (CWCB), for the purpose of construction of McDonald Ditch Diversion <br /> and Headgate Replacement Project in the amount of$101,000 or such actual amount, more or less, as may <br /> be needed by the Company and available from the CWCB including the CWCB loan origination fee of 1% of <br /> the loan amount. <br /> At said meeting, the Board charged that these resolutions are irrepealable during the term of the <br /> loan and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, <br /> RESOLVED as follows. <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a <br /> loan in the amount of $101,000, or such actual amount, more or less, as needed to finance the project <br /> costs, including the CWCB loan origination fee of 1%, and <br /> 2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts <br /> due under the Loan Contract, and to pledge assessment revenues and the Company's right to receive said <br /> revenues for repayment of the loan, and <br /> 3. to place said pledged revenues in a special account separate and apart from other COMPANY revenues, <br /> and <br /> 4. to make the annual payments required by the promissory note and to make annual deposits to a debt <br /> service reserve fund, and <br /> 5. to pledge, as COLLATERAL, for the loan the Company's, assessment revenues backed by a rate covenant <br /> and an undivided one hundred percent(100%) interest in the MCDONALD DITCH DIVERSION AND HEADGATE <br /> REPLACEMENT PROJECT, and <br /> 6.. to execute all documents as required by the loan contract, including, but not limited to, a Security <br /> Agreement and a Promissory Note, and <br /> 7. to take such other actions and to execute such other documents as may be necessary to consummate <br /> and implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED,THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING <br /> ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S BOARD OF <br /> -,-DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS,AND THAT SAID <br /> IlEOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> t1 A� <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 2•t DAY OF /"`a ve-k 2@42- z-0, <br /> By sr✓k� <br /> • Signature <br /> ATTEST: t , + <br /> By �/� Gl�:c c� �, NAME: J Q vinQ.S )4 a rt' <br /> Signature of Corporate Secretary <br /> TITLE: 'y E S <br /> Date: 3-27 - 14 <br /> Date: 3-g-1- 14 <br /> Appendix 3b to Loan Contract C150334 <br /> Page 1 of 1 <br />