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� � <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF TRINCHERA IRRIGATION COMPANY <br />The Board of Directors of Trinchera irrigati� Company (Company), at a meeting held <br />March 8, 2011, at Bianca, Cotorado, adopted the following resolutions conceming a secured loan <br />from the State of Colorado Water Conservation Board (CWCB), for the purpose of construction <br />of the Garland #2 Canal Repairs Project in the amount of $251,793 or such actual amount, more <br />or less, as may be needed by the Company and available from the CWCB includir� the CWCB <br />loan origination fee of 1°r6 of the loan amount. <br />At said meeting, the Board charged that these resolutions are irrepealable during the teRn <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 contrad with the Colorado Water Conservation <br />Board for a loan in the amourrt of $251,793, or such at�uual amourrt, more or less, as needed to <br />finance the proje�t costs, induding the CWCB loan origination fee of 1%, and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual <br />amour�ts due under the Loan Contract, and to pledge assessmerrt revenues and the Company's <br />right to receive said revenues for repayment of the loan, and <br />3. to place said pfedged revenues in a special account separate and apart from other CoMPAnnr <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annu� deposits to <br />a debt service resenre fund, and <br />5. to pledge the Company's Garland Ditch No. 2 water rights as co8ater� for the loan and execute <br />all documerrts, induding a security agreement and deed of trust, necessary to c�onvey a security <br />interest in said property to the CWCB, <br />6. to execute all documents as required by the loan contrad, indu�ng, but not limited to, a <br />Security Agreement and a Promissory Note, and <br />7. to take such other actions and to execxate such other documents as may be necessary to <br />consummate and implemerrt the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE ANQ CORRECT COPIES OF RESOLUTtONS DULY ADOP7ED AT A MEETING OF THE <br />COMPANY'S BOARD OF DIRECTORS DULY CAI.LED AND !-lELD 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 I�Ar � �i 2011. <br />(SEAL) <br />ATTEST: <br />� <br />g �-� �.�-� <br />Robert E. Espinosa, rate Secretary <br />T . Kester, President <br />Appendix 3b to Loan Contract C150316 <br />