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• <br /> RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> of the Consolidated Ditch and Headgate Company <br /> The Board of Directors of the Consolidated Ditch and Headgate Company,(Company),at a special meeting held <br /> September 21,2017,at Monte Vista, Colorado,adopted the following resolutions concerning a secured loan from <br /> the State of Colorado Water Conservation Board (CWCB), for the purpose of the Consolidated Diversion and <br /> Headgate Replacement (Project), in an amount not to exceed $1,010,000.00, which includes the CWCB LOAN <br /> ORIGINATION FEE of i%of the BASE LOAN AMOUNT. <br /> At said meeting, the Board charged that these resolutions are irrepealable during the term of the loan and, <br /> pursuant to the Company's bylaws,authorized the President and Corporate Secretary,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,olo,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,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 NOT BEEN <br /> AMENDED OR RESCINDED. —t <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE J DAY OF (JC LG I) c'1 2017. <br /> (SEAL) ' <br /> BY: 1 <br /> Signature <br /> ATTEST': <br /> 1 NAME: Scot Schaefer <br /> BY:#fratfei1 <br /> Signature TITLE: President <br /> NAME:Harold Stoeber DATE: /0 - (0 - 1-7 <br /> TITLE:Secretary? <br /> Treasurer <br /> DATE:( 0 L 4 I ? <br /> Appendix 4 <br /> Page 2 of 2 <br />