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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE Orphan Wells of Wiggins, L.L.C. <br />The Board of Directors of the Orphan Wells of Wiggins, L.L.C. (Company), at a meeting <br />held /D , 2004, at D&2AA{�D , Colorado, adopted the following resolutions <br />concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for <br />the purpose of construction of a well augmentation and groundwater recharge project in the <br />amount of $1,048,077or such actual amount, more or less, as may be needed by the Company <br />and available from the CWCB including the CWCB loan origination fee of 1 % of the loan amount. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term <br />of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate <br />Secretary, RESOLVED as follows. <br />1.. to enter into and comply with the terms of a contract with the Colorado Water Conservation <br />Board for a loan in the amount of $1,048,077, or such actual amount, more or less, as <br />needed to finance the project costs, including the CWCB loan origination fee of 1 %, and <br />2. to levy and collect assessments from the members in an amount sufficient to pay the annual <br />amounts due under the Loan Contract, and. to pledge assessment revenues and the <br />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 <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits <br />to a debt service reserve fund, and <br />5. to pledge the recharge project, consisting of the property containing the recharge well, pipeline, <br />and recharge four ponds, as collateral for the loan and execute all documents,' including a deed <br />of trust, necessary to convey a security interest in said property to the CWCB, <br />6. to execute all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement and a Promissory Note, and <br />7. to take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE PRESIDENT AND THE SECRETARY/TREASURER HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIV ` ANDS AND THE SEAL OF THE COMPANY THE DAY OF F -e 2004. <br />C'� /'�2 <br />SEAL) <br />By <br />Steve Wi ntz, Pres' nt <br />r1llG.7 L `� <br />By <br />Chris Metherd, Secretary <br />Appendix 3b to Loan Contract C150159 <br />