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such persons solicited or received any pay, commission, money or anything of value or derived <br /> any benefit, profit or advantage, directly or indirectly, in connection with the Loan Documents or <br /> the uses of the proceeds of the Loans as provided in the Resolution; except to the extent that any <br /> such conflict of interest has been disclosed to the Board and to the Secretary of State, pursuant to <br /> Section 32-1-902(3), CRS, or except to the extent such person has abstained from taking official <br /> action thereon. <br /> 12. The undersigned President and Secretary have duly manually executed <br /> and attested, respectively, the Loan Documents, and the seal of the District has been impressed <br /> on the Loan Documents. <br /> 13. The District has complied with all the agreements and satisfied all the <br /> conditions on its part to be performed or satisfied under the Loan Documents at or prior to the <br /> date hereof. <br /> 14. The District has not previously pledged the Pledged Revenues, with the <br /> result that the Pledged Revenue may be pledged lawfully and irrevocably to secure the <br /> repayment of the Promissory Note. <br /> 15. Pursuant to Interpretive Order No. 06-IN-001 of the Division of Securities, <br /> the Loan Documents are neither subject to registration nor the filing of a claim of exemption <br /> because the Loan Documents are delivered to the CWCB, a political subdivision of the State, and <br /> the obligations of the District under the Loan Documents are not and will not be specifically <br /> pledged by the CWCB as security or collateral for an issuance of securities by the CWCB. <br /> 16. The authorization, execution and delivery of the Loan Documents by the <br /> District, the observance and performance by the District of its duties, covenants, obligations and <br /> agreements thereunder and the consummation of the transactions contemplated therein do not <br /> and will not contravene any existing law or result in a breach or violation of any of the terms and <br /> provisions of, or constitute a default under, any outstanding instruments relating to the bonds, <br /> notes or other indebtedness of or relating to the District. <br /> 17. There is no reason within our knowledge why the District may not deliver <br /> the Loan Documents. <br /> 18. This certificate is for the benefit of the owner of the Loan Documents. <br />