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SIGNATURE, GENERAL AND NO-LITIGATION CERTIFICATE The undersigned hereby certifY as follows: We are the Chairman of the Board of Directors and President, the Treasurer and the Secretary of Pine wood Springs Water District, Larimer County, Colorado (the "District"). The District has been regularly and duly organized, the findings, Order and Decree Creating District of the District Court of Larimer County, Colorado, declaring the District duly organized having been entered on the 13th day of April, 1978, a copy thereof having been filed and recorded with the County Clerk and Recorder of Larimer County, Colorado as document number 244923 at Book 1850, Page 551, on the 19th day of April 1978. Resolutions of the District providing for the submission of debt questions to a vote of the registered electors of the District at elections held on November 4, 2003 and May 6, 2008 were duly adopted in accordance with the laws of the State of Colorado, upon an affirmative vote of a majority of all the members of the Board of Directors of the District at meetings duly called pursuant to necessary public notice at which quorums were present and acting throughout in accordance with applicable Colorado law. The Resolution of the District, adopted May 28, 2008 (the "Resolution"), authorizing the execution and delivery of Loan Contract Amendment No.1, dated as of May 15, 2008 (the "Loan Amendment"), between the State of Colorado for the use and benefit of the Department of Natural Resources, Colorado Water Conservation Board ("CWCB") and the District was duly and validly adopted upon motion duly made and seconded and approved by a majority of the members present and constituting a quorum thereof at a special meeting duly held in accordance with applicable Colorado law. No authority or proceedings for the execution and delivery of the Loan Amendment has or have been repealed, revoked or rescinded. The Loan Amendment has been executed with the manual signatures of the President and the Treasurer of the District, whose signatures appear below. The President and Treasurer were duly appointed or elected and have the authority to sign such documents on behalf of the District and to bind the District. The Loan Amendment has been duly authorized, executed and delivered by the authorized officers of the District, and, assuming that the CWCB has all the requisite power and authority to authorize, execute and deliver and has duly authorized, executed and delivered the Loan Amendment, constitutes the legal, valid and binding obligation of the District, enforceable in accordance with its terms, subject, however, to the effect of, and to restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors' rights generally or other laws, judicial decisions and principles of equity relating to the enforcement of contractual obligations generally. PUBFIN\836638.!