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RESOLUTION OF THE BOARD OF DIRECTORS <br /> OF PISGAH RESERVOIR AND DITCH COMPANY <br /> The Board of Directors of Pisgah Reservoir and Ditch Company(Company), at a meeting <br /> held February 9, 2015 at Rocky Ford, Colorado, adopted the following resolution, irreparable for <br /> the term of the Amendment to Loan Contract No. C150341 from the State of Colorado Water <br /> Conservation Board(CWCB) for the purpose of construction and making improvements to the <br /> Pisgah Dam Outlet Works per the State Engineer's Office in the amount of$549,091 or such <br /> actual amount, more or less, as may be needed by the Company and available from the CWCB <br /> including the CWCB loan origination fee of 1% of the loan amount. <br /> NOW, THEREFORE, BE IT RESOLVED that these resolutions are irreparable during <br /> the term of the loan and pursuant to the Company's bylaws, authorized the President and <br /> Corporate Secretary, RESOLVED as follows. <br /> 1. To enter into and comply with the terms of a contract with the Colorado Water <br /> Conservation Board for a loan in the amount of$549,091, or such amount, more <br /> or less, as needed to finance the project costs, including the CWCB origination fee <br /> of 1%, and <br /> 2. To levy and collect assessments from the shareholders in an amount sufficient to <br /> pay the annual amounts due under the LOAN CONTRACT, and to pledge <br /> assessment revenues and the Company's right to receive said revenues to the <br /> extent necessary for repayment of the loan, and <br /> 3. to place said pledged revenues in a special account separate and apart from other <br /> Company revenues, and <br /> 4. to make the annual payments required by the PROMISSORY NOTE and to make <br /> annual deposits to a debt service reserve fund, and <br /> 5. to pledge the assessment revenues backed by a rate covenant and the PROJECT <br /> itself(slide gate and gate operator), as COLLATERAL for the loan and execute <br /> all documents, including a security agreement and DEED OF TRUST, necessary <br /> to convey a security interest in said property to the CWCB, and <br /> 6. to execute all documents as required by the LOAN CONTRACT, including, but <br /> not limited to, a Security Agreement and a PROMISSORY NOTE, and <br /> 7. to take such other actions and to execute such other documents as may be <br /> necessary to consummate and implement the loan. <br /> Appendix D to Loan Contract C150341 <br /> Page 1 of 2 <br />