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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF THE LOUDEN IRRIGATING CANAL & RESERVOIR COMPANY <br /> The Board of Directors of Louden Irrigating Canal & Reservoir Company (Company), at a meeting held <br /> z,b / , 2014, atirstt 4 cColorado, adopted the following resolutions concerning a secured loan from the <br /> State of Colorado Water Conservation Board (CWCB), for the purpose of construction of Emergency <br /> Diversion Structure and Ditch Repair in the amount of $161,600 or such actual amount, more or less, as <br /> may be needed by the Company and available from the CWCB including the CWCB loan service 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 loan <br /> and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, RESOLVED as <br /> follows. <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan <br /> in the amount of $161,600, or such actual amount, more or less, as needed to finance the project costs, <br /> including the CWCB loan service 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 <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, 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 BIG THOMPSON RIVER DIVERSION AND <br /> HEADGATE STRUCTURE <br /> d. to execute all documents as required by the LOAN CONTRACT, including, but not limited to, a PROMISSORY <br /> NOTE, SECURITY AGREEMENT and DEED OF TRUST necessary to convey a security interest in said property to <br /> the CWCB, 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, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING ARE <br /> 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 3 DAY OF&)..tei./Y11(.tA 2014. <br /> (S E A L) / <br /> By OA. Signature <br /> ATTES . \ , <br /> s NAME: b • 1 4: f7� <br /> B / i a.'IV•- ��' 'Z`'l�r TITLE: <br /> ignature of Corporate Secretary DATE: <br /> DATE: <br /> Appendix 3b to Loan Contract C150398 <br /> Page 1 of 1 <br />