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EXHIBIT B DELEGATION AGREEMENT This DELEGATION AGREEMENT (this "Delegation Agreement") is between the CITY OF LOUISVILLE, COLORADO, a municipal corporation and political subdivision of the State of Colorado (the "City"), and the CITY AND COUNTY OF DENVER, COLORADO, a home rule city and a municipal corporation of the State of Colorado (the "Issuer"). RECITALS: WHEREAS, the City and the Issuer are each authorized by the County and Municipality Development Revenue Bond Act, constituting article 3 of title 29, Colorado Revised Statutes, as amended (the "Act"), to finance projects as defined in the Act, including residential housing facilities for low- and middle-income persons and families; and WHEREAS, Section 29-3-104(2) of the Act provides that a county or municipality may delegate by resolution or ordinance, as the case may be, to any other county or municipality authority to act on its behalf in the financing of projects under the Act and that any such delegation may be general or limited in scope and time and may b4 irrevocable for the term or terms of any financing agreement or bond issue, all as provided in such resolution or ordinance; and WHEREAS, the Issuer proposes to issue single family home mortgage revenue bonds pursuant to the Act (the "Bonds") to finance residential housing facilities for low- and middle- income persons and families within the City and other cities and counties in the State of Colorado (the "Single Family Mortgage Loan Program") and WHEREAS, the City desires to delegate to the Issuer the authority of the City to finance and otherwise take action and exercise power under the Act on behalf of the City with respect to the Single Family Mortgage Loan Program within the City. NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, the City and the Issuer hereby agree as follows: Section 1. The City hereby delegates to the Issuer the authority of the City to finance and otherwise take action and exercise power under the Act on behalf of the City with respect to the Single Family Mortgage Loan Program within the City. Section 2. The Issuer hereby accepts the delegation of authority from the City pursuant to Section 1 hereof and agrees to abide by each of the terms and conditions of this Delegation Agreement in connection with the use of such delegation. The Issuer agrees to make available to the City no later than , 1999, a portion of the proceeds of the Bonds for the origination of home mortgages within the City's boundaries. 02-29698.01