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<br /> CERTIFICATE OF THE CITY OF LOUISVILLE, COLORADO <br /> Relating to <br /> City and County of Denver, Colorado <br /> (Metro Mayors Caucus) <br /> Single Family Home Mortgage Revenue Bonds <br /> Series 2006A (AMT) <br /> The undersigned Mayor and City Clerk of the City of Louisville, Colorado (the "City") <br /> hereby certify that: <br /> 1. Resolution. Attached hereto as Exhibit A is a true and correct copy of a Resolution <br /> of the City Council of the City (the "Council") that was adopted by the Council in accordance <br /> with applicable law on the date indicated therein (the "Resolution"). All meetings ofthe Council <br /> at which action relating to the Resolution was taken were properly noticed in the manner and at <br /> the times required by law, were open at all times to the general public and were attended by a <br /> quorum of the Council. The Resolution has been signed, attested, sealed and made a permanent <br /> part of the records of the Council in accordance with applicable law; is in full force and effect; <br /> and has not been amended, modified or repealed since its adoption. <br /> 2. Delegation and Participation Agreement. Attached hereto as Exhibit B is a true <br /> and correct copy of a Delegation and Participation Agreement, dated as of the date indicated <br /> therein (the "Delegation and Participation Agreement"), by and between the City and the City <br /> and County of Denver, Colorado (the "Issuer"). The Delegation and Participation Agreement <br /> has been duly authorized, executed and delivered by the City and, upon due authorization, <br /> execution and delivery by the Issuer, will constitute a valid and binding obligation of the parties, <br /> enforceable against the parties in accordance with its terms. <br /> 3. Approval of Bonds and Project. A public hearing on behalf of the Council, the City <br /> and the Issuer was held in the office of the Department of Revenue for the City and County of <br /> Denver, Colorado. At such public hearing, all interested persons were given an opportunity to <br /> express their views, both orally and in writing, on the proposed issuance of the Bonds and the <br /> location and nature of the Single Family Mortgage Loan Program. The Council and the Mayor <br /> have received a report of the hearing. The undersigned Mayor of the City, as the chief elected <br /> executive official of the City acting as such after such public hearing, hereby approves the Bonds <br /> and the Single Family Mortgage Loan Program, which approval is intended to comply with the <br /> provisions of Section 147(f) ofthe Internal Revenue Code of 1986, as amended. <br />