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Colorado Water Conservation Board <br /> October 31,2012 <br /> Page 2 <br /> b. The Resolution of the Borrower and the Resolution of the Shareholders <br /> authorizing the execution and delivery of the Loan Contract were duly adopted by the <br /> Borrower's board of directors. <br /> c. There are no provisions in the Borrower's articles of incorporation or by-laws, or <br /> in any state or local law that prevent the Loan Contract from binding the Borrower. <br /> d. The Loan Contract will be valid and binding against the Borrower if executed by <br /> CWB. <br /> Sincerely, <br /> ZOTTEZOFF, LLP <br /> GHO/sm ��4.1( �/ <br />