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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF LAS ANIMAS CONSOLIDATED CANAL COMPANY <br /> The Shareholders of Las Animas Company(Company), at a Shareholders' meeting held ; i1Vtca,vy 5 <br /> 20 , at ,G.?Ay;t;I' Colorado, adopted the following resolutions concerning a secured loan from the State of <br /> Colorado Water Conservation Board (CWCB), for the purpose of the Repair and Replacement of Canal <br /> Spillway Structure (Project) in the amount of $363,782 or such actual amount, more or less, as may be <br /> needed by the Company and available from the CWCB including the CWCB loan origination fee of 1% of the <br /> loan amount. <br /> At said meeting, the Shareholders charged that these resolutions are irrepealable during the term <br /> of the loan and, pursuant Company's bylaws,to the Com an 's b laws, authorized the Board of Directors and officers, <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$363,782, 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 /> 5. to pledge the assessment revenues with an assessment covenant and the Spillway Structure as <br /> COLLATERAL for the loan, and <br /> 6. 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 <br /> to the CWCB,and <br /> 7. 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, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT <br /> THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br /> COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S <br /> BYLAWS,AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE T DAY OF k .LI '� 201C fc) <br /> (S E A L) <br /> By 4 / <br /> ignature <br /> ATTEST: <br /> NAME: C(sR-R. <br /> B TITLE: i�Y1 �S iU <br /> Sig atur of Corporate Secretary DATE: 2 ( � (i <br /> DATE: / <br /> Appendix 3a <br /> Page 1 of 1 <br />