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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF THE NORTH POUDRE IRRIGATION COMPANY <br /> The Board of Direc rs of The North Poudre Irrigation Company, (Company), at a meeting held <br /> S//0 , 2016, at , Colorado, adopted the following resolutions concerning a secured <br /> loan from the State of Col rado Water Conservation Board (CWCB), for Rehabilitation of the Livermore <br /> Irrigation Tunnel, (Project), in an amount not to exceed $1,451,673.00 which includes the CWCB LOAN <br /> ORIGINATION FEE of 1%of the BASE LOAN AMOUNT.The LOAN CONTRACT No.is CT2o17*14o2. <br /> At said meeting,the Board charged that these resolutions are irrepealable during the term of the loan <br /> and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, RESOLVED as <br /> 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 an amount not to exceed $1,451,673.00, as needed to finance the project costs, including the CWCB <br /> 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 said <br /> 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,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(i) an irrevocable(but not exclusive) pledge to the CWCB of the PLEDGED REVENUES in such <br /> amount as is necessary to make each annual payment due under this LOAN CONTRACT, (ii)an assessment <br /> covenant;and(iii)annual financial reporting and(iv)an undivided one hundred percent(ioo%)interest in <br /> Reservoir No.4(the Dam and Reservoir),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 a DEED OF TRUST,and <br /> 7. to take such other actions and to execute such other documents as may be necessary to consummate and <br /> implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED,THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING ARE TRUE <br /> AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S BOARD OF DIRECTORS DULY <br /> CALLED AND HELD AS ABOVE RECITED,PURSUANT TO THE COMPANY'S BYLAWS,AND THAT SAID RESOLUTIONS HAVE <br /> NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE/O DAY OF aAktalli <br /> 2016. <br /> (S E A L) ,/ A <br /> BY: }/t4 <br /> Signature <br /> ATTEST: <br /> NAME: NE(.S /)ELSOIt <br /> BY: 2Ul dAivt Z � ,1� <br /> Signature TITLE: adnI 191 .U'`J <br /> NAME:S/IAAcid SEA JOIaT H DATE: 0014g/4/ <br /> TITLE: �J f� <br /> DATE: U//%./0/ <br /> Appendix 4 <br /> Page i of i <br />