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RESOLUTIONS OF THE MEMBERS <br />OF THE EAST MANCOS HIGHLINE DITCH COMPANY <br />The Members of The East Mancos Highline Ditch Company (Company}, at a Members' <br />meeting held . .��`�h 2007, at ;� .�r�_.��, Colorado, adopted the following <br />resolutions con ming a secured loan from the State of Colorado Water Conservation Bvard <br />(CWCB), for the purpose of installing a new pipeline to increase ditch efficiency and reduce salinity <br />impacts on the downstream rivers including the Colorado River, in the amount of $904,000 or such <br />actual amount, more or less, as may be needed by the Company and available from the CWCB <br />including the CWCB loan origination fee of 1% of the loan amount. <br />At said meeting, the Members charged that these resolutions are irrepealable during the <br />term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and <br />officers, 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 $904,000, or such actual amount, more or less, as needed to <br />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 Company's <br />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 ConnPArvY <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits to <br />a debt s�rvice reserve fund, and <br />5. to pledge the Company's interest in the Project, including approximately 28,000 feet of pipeline <br />and associated access easements, as collateral for the loan and execute all documents, <br />inctuding a security agreemen# and deed of t►ust, necessary to convey a security interest in said <br />property to the CWCB, and <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, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY <br />CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTEO AT A <br />MEETING OF THE COMPANY'S MEMBERS DULY CALLED AND HELD AS ABOVE RECI7ED, PURSUANT TO THE <br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE �� DAY OF �[ �_ 2007. <br />(SEAL) , <br />By i � '�� — <br />Donna Robbins, President <br />ATTEST� <br />� . <br />BY ��" ��� <br />Regina illiams, Secretary-Treasurer <br />e4ppenclix 3a to Loan Contract C150207 <br />