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OMNIBUS CERTIFICATE OF THE <br /> CASTLE PINES NORTH METROPOLITAN DISTRICT <br /> ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE <br /> RELATING TO THREE <br /> COLORADO WATER CONSERVATION BOARD LOAN CONTRACTS <br /> (AS FURTHER DESCRIBED BELOW) <br /> OCTOBER 15,2015 <br /> This Certificate is being executed by the undersigned President and Secretary of the <br /> Board of Directors (the "Board") of Castle Pines North Metropolitan District, acting by and <br /> through its Water Activity Enterprise (the "Borrower"). The undersigned officials of the <br /> Borrower hereby certify as follows (capitalized terms used herein and not defined shall have the <br /> respective meanings ascribed thereto by the Resolution No. 2015-008 (further defined below as <br /> the "Loan Resolution"): <br /> 1. The official name of the Borrower is "Castle Pines North Metropolitan District <br /> Water Activity Enterprise." The Borrower is a water activity enterprise pursuant to Title 37, <br /> Article 45.1, Colorado Revised Statutes, and an enterprise within the meaning of Article X, <br /> Section 20 of the Colorado Constitution, having full power and authority to carry out and <br /> consummate all transactions contemplated by the Loan Resolution, Loan Contracts, Promissory <br /> Notes and Security Agreements (collectively the "Financing Documents"), all relating to Loan <br /> Contract 72701/C 150404A (CT2016-2049), Loan Contract 72702/C 150404B (CT2016-2050), <br /> and Loan Contract 72704/C150404C (CT2016-2051) by and between the Borrower and the <br /> Colorado Water Conservation Board ("CWCB") and all other documents required thereunder to <br /> be executed and delivered by the Borrower. <br /> 2. The following are the duly elected, qualified and incumbent members of the <br /> Board of Directors (the "Board") and officers of the Borrower: <br /> Board Office Name <br /> President Keith Dodd <br /> Vice President Kathy Rosenkrans <br /> Treasurer Eric Anderssen <br /> Director Stephen Allen <br /> Director Eric Edwards <br /> The Secretary to the Board is Janet Burnham; the Finance Director of the Borrower is Peggy <br /> Dowswell; the Borrower's Manager is Jim Nikkel; and the Borrower's general counsel is Collins <br /> Cockrel & Cole, P.C. <br /> 3. The Borrower has full power and authority to consummate all transactions <br /> contemplated by Resolution No. 2015-008 adopted by the Board on September 29, 2015 (the <br /> "Loan Resolution") and to execute, deliver and perform its obligations under the Financing <br /> Documents. <br /> {00466383 DOCX/}4833-0298-9609.1 <br />