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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE MANCOS VALLEY BEAVER DITCH COMPANY <br />The Board of Directors of The Mancos Valley Beaver Ditch Company (Company), a <br />meeting held ~~' F~ lo ~ , 200~s at 7'I'f~~-y , Colorado, adopted the <br />following resolutions concerning a secured loan from the State of Colorado Water Conservation <br />Board (CWCB), for the purpose of installing a new pipeline to increase ditch efficiency and <br />reduce salinity impacts on the downstream rivers including the Colorado River, in the <br />amount of $417,130 or 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 oontract with the Colorado Water Conservation <br />Board for a loan in the amount of $417,130, 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 CoMP,at~tY <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits to <br />a debt service reserve fund, and <br />5. to pledge the Company's interest in the Project, including approximately 24,000 feet of pipeline <br />and associated access easements, as collateral for the loan and execute all documents, <br />including a security agreement and deed of trust, 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, THE PRESIDENT AND THE CORPORATE SECRETARY 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 />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE~ DAY OF ~ 200fi° <br />~ <br />~1 ~ <br />(SEAL) <br />' ~yti DC <br />ArT`{~F~`T~ <br />~ ~ <br />Qy ; <br />. <br />'~~~._AS R Jankowski,! Secretary-Treasurer <br />aRL <br />By ~ll wY1 /°S • ~~~~ <br />Oran R. White, President <br />b /~k~ <br />Appendix 3b to Loan Contract C150185 <br />