Each of the Undersigned, Being A/An Officer/Partner/Member/Manager/Trustee of the Borrower

ILLUSTRATIVE CERTIFICATE of Corporate, General Partnership, Limited Partnership, Limited Liability Company, or Trust Borrower (Accompanies Inclusive Real Estate Secured Transaction Opinion Letter1)

Re: $ Loan from Lender to [Corporate, General Partnership, Limited Partnership, Limited Liability Company, or Trust Borrower] Secured by [Real Property] and [Personal Property]

Each of the undersigned, being a/an officer/partner/member/manager/trustee of the borrower, [XYZ Corporation, a {state} corporation] [XYZ General Partnership, a {state} general partnership] [XYZ Limited Partnership, a {state} limited partnership] [XYZ Limited Liability Company, a {state} limited liability company], or

[XYZ Trust, a {state} common law/real estate investment/business trust] ("XYZ"), does hereby certify that [in the course of my duties with XYZ I am in a position to be familiar with, or I have made inquiry of those personnel of XYZ who are familiar with, all of the matters set forth below, and], to the best of my knowledge, information, and belief:

1. The representations made by or on behalf of XYZ in the following documents (collectively called the "Loan Documents") in connection with the $______loan (the "Loan") from ______(the "Lender") to XYZ are accurate and complete:

a. the Loan Agreement dated ______, 20__ between XYZ and the Lender;

b. the Deed of Trust dated ______, 20__ from XYZ to ______and ______, as trustees;

c. the Promissory Note dated ______, 20__ in the principal amount of $______from XYZ to the order of the Lender;

d. the Assignment of Rents dated ______, 20__ from XYZ to the Lender; and

e. Guaranty Agreement[s] [use exact title] in favor of Lender executed by Guarantor[s] guaranteeing the [repayment of the Loan/completion of construction] dated ______, 20__;

1 Inclusive Real Estate Secured Transaction Opinion In Which Are Incorporated the Principal Concepts of the ABA Section of Business Law Legal Opinion Accord and the ABA Section of Real Property Probate and Trust Law and The American College of Real Estate Lawyers’ Report on Adaptation of the Legal Opinion Accord (www.aba.net.org/rppt/inclusive-art.html; www.acrel.org).

- 1 - Borrower’s Certificate for Inclusive Opinion EAST\40010169.5 |4/9/03 1-775501 f. Commitment Letter [use exact title] dated from Lender to [Borrower/other addressee (and assigned to Borrower)], and accepted by Borrower on [and accepted by the Guarantor[s] on ] [as amended by amendment[s] dated ______, 20__]; and

g. [other Loan Documents] dated ______, 20__.

2. Attachment 1 attached hereto and made a part hereof includes an accurate and complete list of all court and administrative orders, writs, judgments, and decrees that name XYZ and are specifically directed to it or its property. Except as set forth on Attachment 1, there are no actions or proceedings against XYZ, pending or threatened in writing, before any court, governmental agency or arbitrator {that (i) seek to affect the enforceability of the Loan Agreement or the existence of XYZ, or (ii) except as disclosed in Attachment 1, come within [the objective standard established in the Loan Agreement for disclosure of such matters] [other objective threshold]}.

3. Attachment 2 attached hereto and made a part hereof includes an accurate and complete list of all contracts, other than the Loan Documents, to which XYZ is a party or by which it or its property is bound {contracts [dealing with money borrowed or guaranteed by XYZ; contracts filed by XYZ with the SEC; or other written contracts other agreements] of XYZ [to which XYZ is a party, or which are otherwise binding on XYZ as a guarantor, endorser, assignee, or otherwise, and the violation, breach, or default of which could have a material adverse effect on the business, operations, properties, or assets, or on the condition, financial or otherwise, of XYZ]}.2

4. Except as set forth on Attachment 3, XYZ is subject to no federal, state, or local governmental programs [is engaged in an industry that is regulated by only the governmental entities set forth on Attachment 3 and no others] that require governmental consent before entering into commercial loan transactions.

2 The Committee that drafted the Connecticut Statement of Policy on Borrowers’ Counsels’ Opinions of the CBA Real Property Section would replace this paragraph with the following: “The Documents will not constitute a default under any instrument binding upon Borrower including, without limitation, promissory notes, mortgages, security agreements, loan instruments, leases, covenants, conditions, easements, rights-of-way, franchises, permits, licenses, contracts and agreements.” This would shift the burden from the lawyer to the borrower to determine whether the loan documents from the subject transaction cause a default in other borrower documents. If the issuer of the opinion letter renders the opinion that the Loan Documents do not cause a default in any contracts, other than the Loan Documents, to which XYZ is a party or by which it or its property is bound (or no default is caused in other described contracts), a representative of the borrower should give a certificate to the attorney identifying the relevant contracts, and the attorney should review them to determine defaults. Section 1.5.B of the “Real Estate Opinion Letter Guidelines” by the American College of Real Estate Lawyers and the American Bar Association Section of Real Property, Probate and Trust Law Committee on Legal Opinions in Real Estate Transactions advises against issuing “conduit” opinions, that is, opinions that rely exclusively upon another party’s opinion or certificate. http://www.abanet.org/rppt/committees/rp/i7/home.html. If the issuer of the certificate states that the Loan Documents do not cause defaults in other contracts of the borrower, and the attorney includes such statement in its opinion letter in sole reliance on the borrower’s certificate, the attorney has rendered a “conduit” opinion.

- 2 - Borrower’s Certificate for Inclusive Opinion EAST\40010169.5 |4/9/03 1-775501 5. The proceeds of the Loan are to be used solely to [acquire/conduct] the [business(es)/commercial enterprise(s)] of .

6. [XYZ intends to construct] [The subject property is presently improved by] {an office building for sole use as business and professional offices} on [the subject property].

7. XYZ’s principal office is at ______.

[paragraphs 8 through 12 below are for a corporate borrower]

8. Attached hereto as Exhibits A and B and made a part hereof are current copies of the charter and bylaws [and all amendments], respectively, of XYZ.

9. Attached hereto as Exhibit C and made a part hereof is an incumbency certificate regarding the officers and directors of XYZ signed by the secretary of XYZ.

10. Attached hereto as Exhibit D and made a part hereof is a certified copy of the corporate resolutions signed by the secretary of XYZ authorizing the execution, delivery, and performance of the Loan Documents (the "Corporate Resolutions"). The Corporate Resolutions have not been modified or rescinded, and there are no other corporate resolutions relating to the Loan Documents.

11. As of the date hereof, [no judicial proceeding has been instituted by the Attorney General of the State of ______alleging that XYZ has abused, misused, or failed to use its powers and franchises in a manner that, in the public interest, would make proper the forfeiture of the charter of XYZ or the dissolution of XYZ;] [no notice has been given by the Secretary of State that such office intends to cancel the existence of XYZ;]3 no articles of dissolution have been filed with the Secretary of State and no petition has been filed in any court of competent jurisdiction to dissolve XYZ.

12. No proceedings by or against XYZ have been commenced in bankruptcy or for reorganization, liquidation, or the readjustment of debts under the Bankruptcy Code or any other law, whether state or federal, nor has XYZ made an assignment for the benefit of creditors, admitted in writing its inability to pay debts generally as they become due, or filed or had filed against it any action seeking an order appointing a trustee or receiver of all or a substantial part of the property of XYZ.

3 Bracketed language may vary from state to state depending upon what actions, if any, might be taken to terminate, dissolve, or liquidate a corporation and the bases therefor.

- 3 - Borrower’s Certificate for Inclusive Opinion EAST\40010169.5 |4/9/03 1-775501 [paragraphs 13 through 16 below are for a general partnership borrower]

13. Attached hereto as Exhibit E and made a part hereof is a copy of the partnership agreement [and all amendments] of XYZ.

14. All [necessary consents] [required votes] of the partners of XYZ have been obtained to approve the captioned transaction.

15. No proceedings by or against XYZ or any partner of XYZ have been commenced in bankruptcy or for reorganization, liquidation, or the readjustment of debts under the Bankruptcy Code or any other law, whether state or federal, nor has XYZ or any partner of XYZ made an assignment for the benefit of creditors, admitted in writing his, her, or its inability to pay debts generally as they become due, or filed or had filed against him, her, or it any action seeking an order appointing a trustee or receiver of all or a substantial part of the property of XYZ or any such partner.

16. No judicial proceeding has been filed or is pending for the dissolution of XYZ, and no circumstances have occurred or exist that have triggered or will trigger a dissolution of XYZ under the partnership agreement of XYZ or under the Revised Uniform Partnership Act. {If XYZ has dissolved, the partnership should certify to the facts relating to the activities and properties of XYZ after the dissolution so that counsel may determine whether the winding up of the affairs of the partnership is complete.}

[paragraphs 17 through 22 below are for a limited partnership borrower]

17. Attached hereto as Exhibit G and made a part hereof is a copy of the limited partnership agreement [and all amendments] of XYZ.

18. Attached hereto as Exhibit H and made a part hereof is a copy of the certificate of limited partnership [and all amendments] of XYZ.

19. There have been no amendments to the limited partnership agreement of XYZ other than those reflected on the long form Status Certificate of XYZ from the Secretary of State dated ______, 20 .

20. All [necessary consents] [required votes] of the general partners of XYZ have been obtained to approve the captioned transaction.

21. No proceedings by or against XYZ or any general partner of XYZ have been commenced in bankruptcy or for reorganization, liquidation, or the readjustment of debts under the Bankruptcy Code or any other law, whether state or federal, nor has XYZ or any general partner of XYZ made an assignment for the benefit of creditors, admitted in writing his, her, or its inability to pay debts generally as they become due, or filed or had filed against him, her, or it any action seeking an order appointing a trustee or receiver of all or a substantial part of the property of XYZ or any such general partner.

- 4 - Borrower’s Certificate for Inclusive Opinion EAST\40010169.5 |4/9/03 1-775501 22. No judicial proceeding has been filed or is pending for the dissolution of XYZ, and no circumstances have occurred or exist that have triggered or will trigger a dissolution of XYZ under the Certificate of Limited Partnership of XYZ or under the Revised Uniform Limited Partnership Act. [No notice has been given by the Secretary of State that such office intends to cancel the existence of XYZ.] {If XYZ has dissolved, the partnership should certify to the facts relating to the activities and properties of XYZ after the dissolution so that counsel may determine whether the winding up of the affairs of the partnership is complete.}

[paragraphs 23 through 28 below are for a limited liability company borrower]

23. Attached hereto as Exhibit I and made a part hereof is a copy of the articles of organization [and all amendments] of XYZ.

24. Attached hereto as Exhibit J and made a part hereof is a copy of the operating agreement [and all amendments] of XYZ. { or } XYZ does not have a written operating agreement, but under the oral operating agreement of XYZ ______has the authority to approve transactions such as the captioned transaction and to execute the Loan Documents on behalf of XYZ.

25. There have been no amendments to the articles of organization of XYZ other than those reflected on the long form Status Certificate of XYZ from the Secretary of State dated ______, 20 .

26. All [necessary consents] [required votes] of the members of XYZ have been obtained to approve the captioned transaction.4

27. Attached hereto as Exhibit K and made a part hereof is a certificate listing all of the managers/authorized agents of XYZ signed by the members of XYZ.

29. No judicial proceeding has been filed or is pending for the dissolution of XYZ, and no circumstances have occurred or exist that have triggered or will trigger a dissolution of XYZ under the articles of organization or the operating agreement of XYZ or under the Limited Liability Company Act (for example, there has been no period of 90 consecutive days during which XYZ has had no members). [No notice has been given by the Secretary of State that such office intends to cancel the

4 Query whether this is the statement of a legal conclusion that the opining attorney should reach.

- 5 - Borrower’s Certificate for Inclusive Opinion EAST\40010169.5 |4/9/03 1-775501 existence of XYZ] {If XYZ has dissolved, the limited liability company should certify to the facts relating to the activities and properties of XYZ after the dissolution so that counsel may determine whether the winding up of the affairs of the limited liability company is complete.}

[paragraphs 30 through 35 below are for a trust borrower]

30. Attached hereto as Exhibit L and made a part hereof is a copy of the declaration/certificate of trust [and all amendments] of XYZ.

31. Attached hereto as Exhibit M and made a part hereof is a copy of the governing instrument [and all amendments] of XYZ.

32. There have been no amendments to the declaration/certificate of trust of XYZ other than those reflected on the long form Status Certificate of XYZ from the Secretary of State dated ______, 20 .

33. All [necessary consents] [required votes] of the trustees of XYZ have been obtained to approve the captioned transaction.

35. No judicial proceeding has been filed or is pending for the dissolution of XYZ, and no circumstances have occurred or exist that have triggered or will trigger a dissolution of XYZ under the declaration/certificate of trust or the governing instrument of XYZ or under the ______Trust Act. [No judicial proceeding has been instituted by the Attorney General of the State of ______alleging that XYZ has abused, misused, or failed to use its powers.] [No notice has been given by the Secretary of State that such office intends to cancel the existence of XYZ.] {If XYZ has dissolved, the trust should certify to the facts relating to the activities and properties of XYZ after the dissolution so that counsel may determine whether the winding up of the affairs of the trust is complete.}

The foregoing representations contained in this Certificate may be relied upon by Lender and by XYZ's [lawyer/law firm] in [his/her/its] opinions addressed to the Lender in connection with the Loan (the "Opinion Letter"). XYZ hereby (i) confirms that XYZ has consented to the issuance of the Opinion Letter and to the circulation of draft copies thereof, and (ii) agrees to the disclosures contained therein including those protected by attorney/client confidentiality requirements.

XYZ non-exclusively assigns to Lender all of its right and interest in and to the Opinion Letter and waives any right XYZ may have to object to the enforcement of the opinion by virtue

- 6 - Borrower’s Certificate for Inclusive Opinion EAST\40010169.5 |4/9/03 1-775501 of the attorney/client relationship, conflict, confidentiality, or privity, intending that the Lender be the beneficiary thereof.

IN WITNESS WHEREOF, the undersigned has/have executed this Certificate as of ______, 20__.

WITNESS:

______[Officer/Partner/Member/Manager/Trustee of XYZ]5

[CONSIDER ADDING ACKNOWLEDGMENT]

5 Consider obtaining the signatures of all managers, members, partners, or trustees as the arrangement between the parties may change informally and without official filings.

- 7 - Borrower’s Certificate for Inclusive Opinion EAST\40010169.5 |4/9/03 1-775501 ATTACHMENT 1

The following is an accurate and complete list of all court and administrative orders, writs, judgments, and decrees that name XYZ and are specifically directed to it or its property.

The following is an accurate and complete list of actions or proceedings against XYZ, pending or threatened in writing, before any court, governmental agency or arbitrator {that (i) seek to affect the enforceability of the Agreement or the existence of XYZ, or (ii) except as disclosed in Attachment 1, come within [the objective standard established in the Agreement for disclosure of such matters] [other objective threshold]}.

The following is an accurate and complete list of actions or proceedings against XYZ, pending or threatened in writing, before any court, governmental agency or arbitrator that seek to affect the enforceability of the Agreement or could involve a loss to XYZ of more than $______.

The following is an accurate and complete list of all contracts [dealing with money borrowed or guaranteed by XYZ; contracts filed by XYZ with the SEC; or other written contracts other agreements] of XYZ [to which XYZ is a party, or that are otherwise binding on XYZ as a guarantor, endorser, assignee, or otherwise, and the violation, breach, or default of that could have a material adverse effect on the business, operations, properties, or assets, or on the condition, financial or otherwise, of XYZ].

The following is an accurate and complete list of federal, state, or local governmental programs in which XYZ is engaged that require governmental consent before entering into commercial loan transactions:

The following is an accurate and complete list of federal, state, or local governmental entities that regulate XYZ:

- 10 - Borrower’s Certificate for Inclusive Opinion EAST\40010169.5 |4/9/03 1-775501