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Resolutions of the Board of Directors <br /> of Prairie Ditch Company <br /> The Board of Directors of Prairie Ditch Company (Company), at a Board meeting held/11,)_22* <br /> QSCCc. , Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado <br /> Water Conservation Board(CWCB),for the purpose of Plaza Project Phase 3: Prairie Ditch Implementation Project in <br /> the amount of$131,300 or such actual amount,more or less,as may be needed by the Company and available from <br /> the CWCB including the CWCB loan origination fee of 1%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 Board of Directors and officers, 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 <br /> the amount of$131,300, or such actual amount, more or less, as needed to finance the project costs, including <br /> 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 due <br /> under the Loan Contract,and to pledge assessment revenues and the Company's right to receive said revenues <br /> for repayment of 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 <br /> reserve fund,and <br /> 5. to pledge its assessment revenues and an undivided one hundred percent(100%) interest in the Project,which <br /> includes the Prairie Ditch Diversion Dam and Headgate Structure on the Rio Grande as more particularly <br /> described in the attached Deed of Trust,and <br /> 6. to execute all documents as required by the Loan Contract, induding, but not limited to, a Promissory Note, <br /> Security Agreement and Deed of Trust, necessary to convey a security interest in said property to the CWCB, <br /> and <br /> 7. to take such other actions and to execute such other documents as may be necessary to consummate and <br /> implement the loan. <br /> Certification <br /> The undersigned, respectively, the President and Secretary of the Company, hereby certify that the forego- <br /> ing are true and correct copies of resolutions duly adopted at a meeting of the Company's Board of Directors duly <br /> called and held as above recited, pursuant to the Company's bylaws, and that said resolutions have not been <br /> amended or rescinded. r <br /> Given under our hands and the seal of the Company the/a day of j Jov ew'.to er,2014. <br /> (SEAL) By � — <br /> Signature <br /> ATTEST: <br /> Name: LaVern Hart <br /> By Title: President <br /> Signature of Company Secretary Date: //- <br /> Date: //. /S/ <br /> Appendix 3b <br /> Page 1 of 1 <br />