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(� CO Py <br /> L <br /> Resolutions of the Board of Directors of the Bonus Ditch Company <br /> The Board of Directors of Bonus Ditch Company (Company), at a meeting held mat t o l (p , 2018, at <br /> Ito•5'NCtill Qy1-f , Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado Water <br /> Conservation Board (CWCB), for the purpose of St. Vrain Diversion Replacement(Project), in an amount not to exceed $1,309,970.00 <br /> which includes the CWCB Origination Fee of 1%of the Base Loan Amount. <br /> At said meeting, the Board charged that these resolutions are irrepealable during the term of the loan and, pursuant to the <br /> 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 an amount not to exceed <br /> $1,309,970.00,as needed to finance the project costs,including the CWCB 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 under the Contract,and to <br /> pledge assessment revenues and the Company's right to receive said 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 service reserve fund,and <br /> 5. to pledge the assessment revenues backed by an assessment convenant and and an undivided one hundred percent(100%)interest in the <br /> St.Vrain Intake Structure for the loan,and <br /> 6. to execute all documents as required by the Contract, including.but not limited to,a Promissory Note,Security Agreement and Deed of <br /> Trust,necessary to convey a security interest in said property to the CWCB,and <br /> 7. to take such other actions and to execute such other documents as may be necessary to consummate and implement the loan. <br /> CERTIFICATION <br /> The undersigned,the President and the Corporate Secretary hereby certify that the foregoing are true and correct copies of resolutions <br /> duly adopted at a meeting of the Company's Board of Directors duly called and held as above recited,pursuant to the Company's bylaws, <br /> and that said resolutions have not been amended or rescinded. I <br /> Given under our hands and the seal of the Company the (0dayof V Y\CL4rGk 2018. <br /> (S E A L) <br /> By: <br /> Signature <br /> ATTEST: I '.' <br /> Name: 3(it. \JOI ILb <br /> By: / 17ikul � <br /> Sign.��e Title: ?�`e 5ide�- <br /> Name: /`rj/J i i) G1-176)/1 Date: 316'Z D`V <br /> Title: SeCre tQt y <br /> Date: 3 /0 /l 0 <br /> Page 2 of 2 <br /> Contract Number:CT2018-2081 <br />