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RESOLUTIONS OF THE SHAREHOLDERS <br /> of the Consolidated Ditch and Headgate Company <br /> The Shareholders of the Consolidated Ditch and Headgate Company, (Company) at Special Shareholders' <br /> meetings held July 21, 2017 and September 21, 2017, at Monte Vista, Colorado, adopted the following resolutions <br /> concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of the <br /> Consolidated Diversion and Headgate Replacement (Project), in an amount not to exceed si,oio,000.00, which <br /> includes the CWCB LOAN ORIGINATION FEE of 1%of the BASE LOAN AMOUNT. <br /> At said meeting,the Shareholders charged that these resolutions are irrepealable during the term of the loan <br /> and,pursuant to the Company's bylaws,authorized the Board of Directors and officers,RESOLVED as follows: <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in <br /> an amount not to exceed $1,010,000.00, as needed to finance the project costs, including the CWCB LOAN <br /> ORIGINATION FEE of 1%,and <br /> 2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts due <br /> under the LOAN CONTRACT,and to pledge assessment revenues and the Company's right to receive said revenues <br /> 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 service <br /> reserve fund,and <br /> 5. to pledge as COLLATERAL,for the LOAN,the Company's,assessment revenues backed by an assessment covenant <br /> and an undivided one hundred percent(loo%)interest in the diversion dam and headgate structure,and <br /> 6. to execute all documents as required by the LOAN CONTRACT,including,but not limited to,a PROMISSORY NOTE, <br /> SECURITY AGREEMENT and DEED OF TRUST,necessary to convey a security interest in said property to the CWCB, <br /> 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, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT THE <br /> FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S <br /> SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID <br /> RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. /� ci� L <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ID QDAY OF V C I O h C r 2017. <br /> (SEAL) : ' <br /> BY: �C11 <br /> Signat/ <br /> ATTEST: <br /> NAME: Scot Schaefer <br /> 21I51-1,16 <br /> Signature TITLE: President <br /> NAME: Harold Stoeber DATE: /6-G— 1 7 <br /> TITLE: Secretary-Treasurerr <br /> DATE:/ ' / <br /> Appendix 4 <br /> Page 1 of 2 <br />