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Resolutions of the Board of Directors of San Luis Valley Canal Company <br /> The Board of Directors of San Luis Valley Canal Company (Company), at a meeting held June 18 , 2018, at <br /> Mosca , Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado Water <br /> Conservation Board (CWCB), for the purpose of San Luis Valley Canal Headgate Construction (Project), in an amount not to exceed <br /> $303,000.00 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 /> $303,000.00,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(or other type of entity)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(i)an irrevocable(but not exclusive)pledge to the CWCB of the assessment revenues in such amount as is necessary to make <br /> each annual payment due under this Loan Contract,(ii)an assessment covenant;and(iii)annual financial reporting and(iv)an undivided <br /> one hundred percent(100%)interest in Headgate Structure,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. <br /> Given under our hands and the seal of the Company the 10th day of July 2018. <br /> (SEAL) C <br /> By: <br /> Signature <br /> ATTEST: <br /> Name: Terry Chiles <br /> By' <br /> Signature Title: President <br /> Name: Lyla Davis Date: July 10, 2018 <br /> Title: Secretary <br /> Date: July 10,2018 <br /> Page 2 of 2 <br /> Contract Number:CT2019-2046 <br />