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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF Fulton Irrigating Ditch COMPANY <br /> The poard of Directors of Fulton Irrigating Company (Company), at a meeting held ►9, , 2014, <br /> at �, 7,,"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 Diversion Structure <br /> Rehabilitation Project in the amount of$2,027,070 or such actual amount, more or less, as may be needed <br /> by the Company and available from the CWCB including the CWCB loan origination fee of 1% of the loan <br /> 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$2,027,070, 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 <br /> 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 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 assessment revenues backed by a assessment covenant and an undivided one hundred <br /> percent (100%) interest in the PROJECT, which includes the South Platte River diversion gates, <br /> the trash rack and the Branch Ditch Diversion Structure as COLLATERAL for the loan, and <br /> 6. to execute all documents as required by the LOAN CONTRACT, including, but not limited to, a Security <br /> Agreement, PROMISSORY NOTE and DEED OF TRUST, necessary to convey a security interest in said <br /> property to the CWCB, 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 /> RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. } <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE DAY OF �'_J / 2014. <br /> (S E A L) <br /> By / <br /> Signature <br /> ATTEST: II ! I <br /> NAME: 1 6be G <br /> r� • J41c�1- <br /> gym TITLE: Res,den.I <br /> Signature of Corporate Secretary DATE: g-d'- I�/ <br /> DATE: g r—11/4/ <br /> Appendix 3b to Loan Contract C150399 <br /> Page 1 of 1 <br />