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WHEREAS, it is necessary for the Board of Directors to approve, ratify, confirm and <br /> authorize the execution and delivery of Amendment No. 1,the Amended Promissory Note and the <br /> Amended Security Agreement. <br /> THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF <br /> CENTENNIAL WATER AND SANITATION DISTRICT, DOUGLAS COUNTY, <br /> COLORADO: <br /> Section 1. That the District hereby approves,ratifies,confirms and authorizes Amendment <br /> No. 1, the Amended Promissory Note and the Amended Security Agreement. and the execution <br /> thereof which Amendment No. 1, the Amended Promissory Note and the Amended Security <br /> Agreement are incorporated in this Resolution as if all of their provisions were set out in full herein <br /> and shall survive a determination of invalidity. <br /> Section 2. That the Board of Directors of the District delegates to the Chair of the Board <br /> of Directors and President of the District,the Vice-Chair of the Board of Directors and Vice-Chair <br /> of the District,the Secretary and General Manager of the District,the Assistant Secretaries and the <br /> Director, Finance and Administration authority to execute, deliver, and approve changes to this <br /> Supplemental Note Resolution 18-123,the Amendment No. 1,the Amended Promissory Note and <br /> the Amended Security Agreement (hereinafter referred to as the "Basic Documents") and the <br /> District's Secretary and Assistant Secretaries are hereby authorized to attest the Basic Documents <br /> for and on behalf of the District. <br /> Section 3. That all actions (not inconsistent with the provisions of the Original Note <br /> Resolution, Supplemental Resolution 15-141 and this Supplemental Note Resolution 18-123) <br /> taken by the Board of Directors of the District and the officers, employees, and agents of the <br /> District in connection with the authorization and the final terms and provisions of the Loan <br /> Contracts are hereby ratified, approved, and confirmed. <br /> Section 4. That the terms and provisions of this Supplemental Note Resolution 18-123, <br /> and the final terms and provisions of the Basic Documents are hereby ratified, approved, and <br /> confirmed. <br /> Section 5. That if any portion or provision of this Supplemental Note Resolution 18-123 <br /> shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of <br /> such portion or provision shall not affect any of the remaining provisions of this Supplemental <br /> Note Resolution 18-123,the intention being that the same are severable. <br /> Section 6. That after the Basic Documents authorized herein executed, delivered and are <br /> outstanding, this Supplemental Note Resolution 18-123 shall be and remain irrepealable until all <br /> of the Basic Documents and the interest thereon shall be fully paid, satisfied, and discharged. <br /> Section 7. That prior to the date of the adoption of this Supplemental Note Resolution 18- <br /> 123, the District has not adopted any resolution containing a provision inconsistent with the <br /> provisions of this Supplemental Note Resolution No. 18-123. <br /> {00632158.DOCX/2} -4- <br />