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<br />"-' <br />j' '.' ~ <br /> <br />said amounts at a minimum correspond to the amount established by the Colorado <br />Governmental Immunity Act, now and as hereafter amended. <br /> <br />H, Borrower's Authority to Contract. The Borrower shall, pursuant to its statutory authority, <br />articles of incorporation and bylaws, have its board of directors adopt a resolution, <br />irrepealable during the life of the Loan, authorizing any of the officers of the Borrower, on <br />behalf of the Borrower, to do the following: <br /> <br />1. To enter into and comply with the terms of this Contract and the Promissory Note; and <br /> <br />2, To levy assessments in an amount sufficient to pay the annual amounts due under this <br />Contract and the Promissory Note, and to pledge those assessment revenues as they are <br />received from each Owner and the Borrower's right to receive said revenues for repayment <br />of the loan; and <br /> <br />3. To place the assessment revenues levied to make annual loan payments in a special <br />account separate and apart from other Borrower revenues; and <br /> <br />4, To execute a Security Agreement and an Assignment of Deposit Account as Security to <br />secure the revenues pledged to repay the loan; and <br /> <br />5. To issue the Shares and authorize the Owners to execute the Security Documents as is set <br />forth in Paragraph C,1 (a) through (d) above. <br /> <br />Said Resolution is attached hereto as APPENDIX I and incorporated herein. <br /> <br />I. Warranties. <br /> <br />1, The Borrower warrants that, by acceptance of the loan money pursuant to the terms of this <br />Contract and by the Borrower's representation herein, the Borrower shall be estopped from <br />asserting for any reason that it is not authorized or obligated to repay the Loan money to the <br />State as required by this Contract. <br /> <br />2. The Borrower warrants that it has full power and authority to enter into this Contract. The <br />execution and delivery of this Contract and the performance and observation of its terms, <br />conditions and obligations have been duly authorized by all necessary actions of the <br />Borrower, <br /> <br />3. The Borrower warrants that it has not employed or retained any company or person, other <br />than a bona fide employee working solely for the BORROWER, to solicit or secure this <br />Contract and has not paid or agreed to pay any person, company, corporation, individual, or <br />firm, other than a bona fide employee, any fee, commission, percentage, gift, or other <br />consideration contingent upon or resulting from the award or the making of this Contract. <br /> <br />4, The Borrower shall validly issue the Shares of Borrower's stock to be pledged as security <br />under this Contract. As to each Owner pledging its Shares, the Borrower's records reflect <br />that such Shares represent all shares of Borrower's stock presently owned by such Owner, <br />with the exception of Vail Associates, Inc" which shall not pledge its five thousand one <br />hundred eighty-four (5184) Shares of class A series 1 stock representing the first 518.4 <br />acre-feet of firm yield in the Eagle Park Reservoir. <br /> <br />5. The Borrower warrants that the property identified in the Collateral Provisions of this <br />Contract is not encumbered by any other deeds of trust or liens of any party other than the <br />State or in any other manner. . <br /> <br />Eagle Park Reservoir Company <br /> <br />Page 6 of 13 <br /> <br />Loan Contract <br />