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WHEREAS the Security Agreements shall not provide a superior priority status of the <br /> Loan Contracts over any other Outstanding Obligations; and <br /> WHEREAS, it is necessary for the Board of Directors to approve and authorize the <br /> execution and delivery of the Loan Contracts. <br /> THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF <br /> CENTENNIAL WATER AND SANITATION DISTRICT, DOUGLAS COUNTY, <br /> COLORADO: <br /> Section 1. That the District hereby approves the Loan Contracts and the execution <br /> thereof, including the definitions contained therein and the Promissory Notes attached thereto, <br /> which are incorporated in this Resolution as if all of its provisions were set out in full herein and <br /> shall survive a determination of invalidity. <br /> Section 2. That for the purpose of providing funds for the Chatfield Reallocation Project <br /> the District shall enter into and execute the Loan Contracts and Promissory Notes. <br /> Section 3 That the Loan Contracts shall be executed in the name of and on behalf of the <br /> District by the manual or facsimile signature of the Chair or Vice Chair of the Board of Directors <br /> and President or Vice President of the District, shall bear the seal or a facsimile of the seal of the <br /> District, and be attested with the manual or facsimile signature of the Assistant Secretary thereof <br /> Should any officer whose manual signature or facsimile signature appears on said Loan <br /> Contracts cease to be such officer before delivery of the Loan Contracts such signature or <br /> facsimile signature shall nevertheless be valid and sufficient for all purposes. <br /> Section 4 That after adoption of this Resolution and upon the execution and delivery of <br /> the Loan Contracts by the District (said Loan Contracts shall be attached to this Resolution and <br /> incorporated herein), the District shall execute the Loan Contracts, Promissory Notes and any <br /> other documents in connection therewith (the "Basic Documents"). The Chair or Vice Chair of <br /> the Board of Directors and President or Vice President of the District are hereby authorized to <br /> execute and deliver, and the Assistant Secretary is hereby authorized to attest for and on behalf of <br /> the District, the Basic Documents. <br /> Section 5. That in addition to the capitalized terms defined in the Basic Documents, the <br /> following capitalized terms shall have the respective meanings set forth below, unless the context <br /> indicates otherwise: <br /> "Annual Debt Service" means the annual amount of all required payments of principal, <br /> premium, if any, and interest on the Outstanding Obligations in any one calendar year. <br /> "Average Annual Debt Service" means the sum of Annual Debt Service on the <br /> Outstanding Obligations divided by the number of years remaining on the Outstanding <br /> Obligations from the date of the calculation. <br /> -5- <br />