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I <br /> RESOLUTION OF THE BOARD OF DIRECTORS <br /> OF THE RIVERSIDE RESERVOIR AND LAND COMPANY <br /> The Board of Directors of the Riverside Reservoir and Land Company (Company), at a <br /> meeting held on September 5, 2000, at Fort Morgan, Colorado, adopted the following resolutions <br /> concerning a loan in the amount of up to $405,000, or such actual amount, more or less, as may <br /> be needed by the company and available from the Colorado Water Conservation Boad (CWCB) <br /> for up to 90% of the actual project costs, for the purpose of rehabilitation of the Com any's <br /> diversion structure on the South Platte River. <br /> At said meeting, the Board charged that these resolutions are irrepealable during the term <br /> of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate <br /> Secretary as follows. <br /> 1. RESOLVED, 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$405,000, or such actual amount, more or <br /> Less, as needed to finance up to 90% of the projects costs, and <br /> 2. RESOLVED, to levy and collect assessments from the shareholders in an amount,sufficient <br /> to pay the annual amounts due under the Loan Contract, and to pledge assessment revenues <br /> and the Company's right to receive said revenues for repayment of the loan, and <br /> 3. RESOLVED,to place said pledged revenues in a special account separate and apart from <br /> other Company revenues, and <br /> 4. RESOLVED,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. RESOLVED, to pledge certain property of the Company as collateral for the loan and <br /> execute documents necessary to convey a security interest in said property to the CWCB, and <br /> 6. RESOLVED,to execute all documents as required by the loan contract, including, but not <br /> limited to, a Security Agreement, Assignment Of Deposit Account As Security, and a <br /> Promissory Note, and <br /> 7. RESOLVED, to take such other actions and to execute such other documents as may be <br /> necessary to consummate and implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED,THE PRESIDENT AND THE CORPORATE SECRETARY,RESPECTIVELY,HEREBY,CERTIFY <br /> THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOULTIONS DULY ADOPTED AT IA MEETING <br /> OF THE COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED,PURSUANT TO <br /> THE COMPANY'S BYLAWS,AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THEE DAY OF SEPTEMBER'12000. <br /> By X/��� � eta <br /> Paul McDiilll,,(President <br /> (SEAL) <br /> ATTEST: p4410 <br /> By nider,Corporate Secretary <br /> IN Fir Tit <br /> Appendix lb to Loan Contract C150044 <br />