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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF EPHRAIM DITCH COMPANY ,2013 <br /> he Board of Directors of Ephraim Ditch Company(Company), at a meeting held 16-I ,28147 at <br /> , Colorado, adopted the following resolutions concerning a secured loan from the State of <br /> Colorado Water Conservation Board (CWCB), for the purpose of the Ephraim Diversion and Headgate <br /> Rehabilitation Project in the amount of$101,000 or such actual amount, more or less, as may be needed by <br /> 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$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 <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 /> 8. to pledge its assessment revenues backed by a rate covenant and an undivided one hundred percent <br /> (100%) interest in the PROJECT, which includes the which includes the diversion, headgate and <br /> measurement equipment,and <br /> 5. 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 /> 6. 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 3o DAY OF 6-u-a t4I 2014. <br /> (SEAL) By <br /> Signature <br /> ATTEST: /+� <br /> NAME: &J�rf'e' ' [.—�C'drt} 1t'r <br /> ByGI/ TITLE: Pre.S <br /> Signature of Corporate ecretary DATE: X- - `�� <br /> DATE: �-3 0 <br /> Appendix 3b <br /> Page 1 of 1 <br />