Common use of Conclusive Recital Clause in Contracts

Conclusive Recital. Pursuant to Section 11‑57‑210 of the Supplemental Public Securities Act, this Agreement, the Loan and the Note are entered into pursuant to certain provisions of the Supplemental Public Securities Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Agreement, the Loan and the Note after delivery for value. Pursuant to Section 11‑57‑212 of the Supplemental Public Securities Act, no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization or issuance of the Note shall be commenced more than 30 days after the authorization of the Note. THE PARTIES HERETO HAVE EXECUTED THIS LOAN AGREEMENT AS OF THE DATE FIRST SET FORTH ABOVE * Person(s) signing hereby swear and affirm that they are authorized to act and acknowledge that the State is relying on their representations to that effect. BANK OF AMERICA, N.A. By: Name: Title: STATE OF COLORADO XXXX XXXXXXXXXXXX, GOVERNOR COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Name: Xxxxx Xxxxxxx Title: Director of the Colorado High Performance Transportation Enterprise LEGAL REVIEW ON BEHALF OF COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, XXXXXXX X. XXXXXXX, ATTORNEY GENERAL By: Name: Title: Assistant Attorney General EXHIBIT A FORM OF NOTE NO. R-1 COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE TOLL REVENUE NOTE (I-25 NORTH EXPRESS LANES PROJECT-SEGMENT 3), SERIES 2016 PRINCIPAL AMOUNT [$35,000,000] Issue Date Dated Date Final Maturity Date CUSIP Initial Rate January , 2016 January , 2016 December 15, 2025 N/A % Interest Rate Reset Date: December 15, 2022 NOTEHOLDER: Bank of America, N.A. PRINCIPAL AMOUNT: $35,000,000 ON THE FINAL MATURITY DATE specified above the Colorado High Performance Transportation Enterprise (the “Borrower”), hereby promises to pay to the Noteholder specified above or to the registered assignee hereof (either being hereinafter called the “Noteholder”) the Principal Amount specified above, and to pay to the Noteholder, interest thereon at the rate determined as herein provided from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, from the Issue Date. Additional provisions relating to the payment of interest on this Note are set forth below under the heading “Interest on the Note.” It is specifically provided, however, that notwithstanding anything to the contrary herein, this Note is a special, limited obligation of the Borrower, and the principal hereof and interest hereon is payable solely from the sources and in the manner provided in the Loan Agreement (hereinafter defined). THIS NOTE is issued under and pursuant to a Loan Agreement dated as of January , 2016 (as amended, modified or supplemented from time to time, the “Loan Agreement”), between the Borrower and Bank of America, N.A. (the “Lender”).

Conclusive Recital. Pursuant to Section 11‑57‑210 of the Supplemental Public Securities Act, this Agreement, the Loan and the Note are entered into pursuant to certain provisions of the Supplemental Public Securities Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Agreement, the Loan and the Note after delivery for value. Pursuant to Section 11‑57‑212 of the Supplemental Public Securities Act, no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization or issuance of the Note shall be commenced more than 30 days after the authorization of the Note. THE PARTIES HERETO HAVE EXECUTED THIS LOAN AGREEMENT AS OF THE DATE FIRST SET FORTH ABOVE * Person(s) signing hereby swear and affirm that they are authorized to act and acknowledge that the State is relying on their representations to that effect. BANK OF AMERICA, N.A. By: Name: Title: STATE OF COLORADO XXXX XXXXXXXXXXXX, GOVERNOR COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Name: Xxxxx Xxxxxxx Title: Director of the Colorado High Performance Transportation Enterprise LEGAL REVIEW ON BEHALF OF COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, XXXXXXX X. XXXXXXX, ATTORNEY GENERAL By: Name: Title: Assistant Attorney General EXHIBIT A FORM OF NOTE NO. R-1 COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE TOLL REVENUE NOTE (I-25 NORTH EXPRESS I-70 WEST PEAK PERIOD SHOULDER LANES PROJECT-SEGMENT 3), SERIES 2016 2014 PRINCIPAL AMOUNT [$35,000,000] 25,000,000 Issue Date Dated Date Final Maturity Date CUSIP Initial Rate January December 19, 2016 January 2014 December 19, 2016 2014 December 15, 2025 2024 N/A 2.79% Interest Rate Reset Date: December 15, 2022 2021 NOTEHOLDER: Bank Banc of America, N.A. America Preferred Funding Corporation PRINCIPAL AMOUNT: $35,000,000 25,000,000 ON THE FINAL MATURITY DATE specified above the Colorado High Performance Transportation Enterprise (the “Borrower”), hereby promises to pay to the Noteholder specified above or to the registered assignee hereof (either being hereinafter called the “Noteholder”) the Principal Amount specified above, and to pay to the Noteholder, interest thereon at the rate determined as herein provided from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, from the Issue Date. Additional provisions relating to the payment of interest on this Note are set forth below under the heading “Interest on the Note.” It is specifically provided, however, that notwithstanding anything to the contrary herein, this Note is a special, limited obligation of the Borrower, and the principal hereof and interest hereon is payable solely from the sources and in the manner provided in the Loan Agreement (hereinafter defined). THIS NOTE is issued under and pursuant to a Loan Agreement dated as of January December 19, 2016 2014 (as amended, modified or supplemented from time to time, the “Loan Agreement”), between the Borrower and Bank Banc of America, N.A. America Preferred Funding Corporation (the “Lender”).

Conclusive Recital. Pursuant to Section 11‑57‑210 of the Supplemental Public Securities Act, this Agreement, the Loan and the Note are entered into pursuant to certain provisions of the Supplemental Public Securities Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Agreement, the Loan and the Note after delivery for value. Pursuant to Section 11‑57‑212 of the Supplemental Public Securities Act, no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization or issuance of the Note shall be commenced more than 30 days after the authorization of the Note. THE PARTIES HERETO HAVE EXECUTED THIS LOAN AGREEMENT AS OF THE DATE FIRST SET FORTH ABOVE * Person(s) signing hereby swear and affirm that they are authorized to act and acknowledge that the State is relying on their representations to that effect. BANK OF AMERICA, N.A. By: Name: Title: STATE OF COLORADO XXXX XXXXXXXXXXXX, GOVERNOR COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Name: Xxxxx Xxxxxxx Title: Director Exhibit A Form of the Colorado High Performance Transportation Enterprise LEGAL REVIEW ON BEHALF OF COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, XXXXXXX X. XXXXXXX, ATTORNEY GENERAL By: Name: Title: Assistant Attorney General EXHIBIT A FORM OF NOTE Note NO. R-1 COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE TOLL REVENUE NOTE (I-25 NORTH EXPRESS I-70 WEST PEAK PERIOD SHOULDER LANES PROJECT-SEGMENT 3), SERIES 2016 2014 PRINCIPAL AMOUNT [$35,000,000] 25,000,000 Issue Date Dated Date Final Maturity Date CUSIP Initial Rate January December 19, 2016 January 2014 December 19, 2016 2014 December 15, 2025 2024 N/A 2.79% Interest Rate Reset Date: December 15, 2022 2021 NOTEHOLDER: Bank Banc of America, N.A. America Preferred Funding Corporation PRINCIPAL AMOUNT: $35,000,000 25,000,000 ON THE FINAL MATURITY DATE specified above the Colorado High Performance Transportation Enterprise (the “Borrower”), hereby promises to pay to the Noteholder specified above or to the registered assignee hereof (either being hereinafter called the “Noteholder”) the Principal Amount specified above, and to pay to the Noteholder, interest thereon at the rate determined as herein provided from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, from the Issue Date. Additional provisions relating to the payment of interest on this Note are set forth below under the heading “Interest on the Note.” It is specifically provided, however, that notwithstanding anything to the contrary herein, this Note is a special, limited obligation of the Borrower, and the principal hereof and interest hereon is payable solely from the sources and in the manner provided in the Loan Agreement (hereinafter defined). THIS NOTE is issued under and pursuant to a Loan Agreement dated as of January December 19, 2016 2014 (as amended, modified or supplemented from time to time, the “Loan Agreement”), between the Borrower and Bank Banc of America, N.A. America Preferred Funding Corporation (the “Lender”).

Conclusive Recital. Pursuant to Section 11‑57‑210 of the Supplemental Public Securities Act, this Agreement, the Loan and the Note are entered into pursuant to certain provisions of the Supplemental Public Securities Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Agreement, the Loan and the Note after delivery for value. Pursuant to Section 11‑57‑212 of the Supplemental Public Securities Act, no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization or issuance of the Note shall be commenced more than 30 days after the authorization of the Note. THE PARTIES HERETO HAVE EXECUTED THIS LOAN AGREEMENT AS OF THE DATE FIRST SET FORTH ABOVE The parties hereto have executed this Loan Agreement as of the date first set forth above * Person(s) signing hereby swear and affirm that they are authorized to act and acknowledge that the State is relying on their representations to that effect. BANK OF AMERICABank of America, N.A. By: Name: Title: STATE OF COLORADO XXXX XXXXXXXXXXXXState of Colorado Xxxx Xxxxxxxxxxxx, GOVERNOR COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE Governor Colorado High Performance Transportation Enterprise By: Name: Xxxxx Xxxxxxx Title: Director of the Colorado High Performance Transportation Enterprise LEGAL REVIEW ON BEHALF OF COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISELegal Review on Behalf of Colorado High Performance Transportation Enterprise, XXXXXXX Xxxxxxx X. XXXXXXXXxxxxxx, ATTORNEY GENERAL Attorney General By: Name: Title: Assistant Attorney General EXHIBIT Exhibit A FORM OF NOTE Form of Note NO. R-1 COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE TOLL REVENUE NOTE (I-25 NORTH EXPRESS LANES PROJECT-SEGMENT 3), SERIES 2016 PRINCIPAL AMOUNT [$35,000,000] Issue Date Dated Date Final Maturity Date CUSIP Initial Rate January , 2016 January , 2016 December 15, 2025 N/A % Interest Rate Reset Date: December 15, 2022 NOTEHOLDER: Bank of America, N.A. PRINCIPAL AMOUNT: $35,000,000 ON THE FINAL MATURITY DATE specified above the Colorado High Performance Transportation Enterprise (the “Borrower”), hereby promises to pay to the Noteholder specified above or to the registered assignee hereof (either being hereinafter called the “Noteholder”) the Principal Amount specified above, and to pay to the Noteholder, interest thereon at the rate determined as herein provided from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, from the Issue Date. Additional provisions relating to the payment of interest on this Note are set forth below under the heading “Interest on the Note.” It is specifically provided, however, that notwithstanding anything to the contrary herein, this Note is a special, limited obligation of the Borrower, and the principal hereof and interest hereon is payable solely from the sources and in the manner provided in the Loan Agreement (hereinafter defined). THIS NOTE is issued under and pursuant to a Loan Agreement dated as of January , 2016 (as amended, modified or supplemented from time to time, the “Loan Agreement”), between the Borrower and Bank of America, N.A. (the “Lender”).