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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF THE STERLING IRRIGATION COMPANY <br /> The Shareiolderls.of the Sterling Irrigation Company (Company), at a Shareholders' meeting held <br /> July 7 , 2014, at ter 1111Folorado, adopted the following resolutions concerning a secured loan from the <br /> State of Colorado Water Conservation Board (CWCB), for the purpose of the Emergency Sterling Ditch <br /> Rehabilitation Project in the amount of$101,000 or such actual amount, more or less, as may be needed by <br /> the Company and available from the CWCB including the CWCB loan origination fee of 1% of the loan <br /> amount. <br /> At said meeting, the Shareholders charged that these resolutions are irrepealable during the term <br /> of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers, <br /> RESOLVED as follows: <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a <br /> loan in the amount of$101,000, or such actual amount, more or less, as needed to finance the project <br /> costs, including 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 amounts <br /> due under the LOAN CONTRACT, and to pledge assessment revenues and the Company's right to receive <br /> 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 revenues, <br /> and <br /> 4. to make the annual payments required by the PROMISSORY NOTE and to make annual deposits to a debt <br /> service reserve fund,and <br /> 5. to pledge the assessment revenues backed by a rate covenant and an undivided one hundred percent <br /> (100%) interest in the PROJECT, which includes the diversion and headgate structure, as more <br /> particularly described in the attached DEED OF TRUST("COLLATERAL"), and <br /> 6. to execute all documents as required by the LOAN CONTRACT, including, but not limited to,a PROMISSORY <br /> NOTE,SECURITY AGREEMENT and DEED OF TRUST, necessary to convey a security interest in said property <br /> to the CWCB,and <br /> 7. to take such other actions and to execute such other documents as may be necessary to consummate <br /> and implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED, RESPECTIVELY,THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT <br /> THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br /> COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S <br /> BYLAWS,AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE /(� DAY OFD -4- 77� 2014. <br /> (S E A L) .j <br /> By �� <br /> Signature <br /> ATTEST: <br /> NAME: Gene Manuello <br /> By k�� L� ' a TITLE: Presid-nt <br /> Signature of Corporate Secretary DATE: <br /> DATE: 6/7i&/,40 <br /> Appendix 3a <br /> Page 1 of 1 <br />