+--------------------+-----------------------------+-------------------+
| Opinion by Counsel | **U.S. Department of        | OMB No. 2510-0010 |
| to the Mortgagor   | Housing and**               |                   |
| (FHA)              |                             | (exp 08/31/2009)  |
|                    | **Urban Development**       |                   |
|                    |                             |                   |
|                    | Federal Housing             |                   |
|                    | Administration              |                   |
|                    |                             |                   |
|                    | Office of General Counsel   |                   |
+--------------------+-----------------------------+-------------------+

To be used in FHA-Insured Transactions

Public reporting burden for this collection of information is estimated
to average one hour per response, including the time for reviewing
instructions, searching existing data sources, gathering and maintaining
the data needed, and completing and reviewing the collection of
information. This agency may not collect this information, and you are
not required to use this guide, unless it displays a currently valid OMB
control number.

This information is required by 24 CFR 200.45, 200.46, and 200.60
through 200.78. The information will be used to assure that the
mortgagor or owner entity has been validly formed, lawfully exists, and
that the security property and the construction thereupon comply with
appropriate local laws. Responses are required to obtain benefits. This
information does not lend itself to confidentiality.

**APRIL 2003**

**EXHIBIT A**

**TO OPINION OF MORTGAGOR\'S COUNSEL**

**CERTIFICATION OF MORTGAGOR**

This Certification of Mortgagor is made the \_\_\_\_\_\_\_\_\_\_\_\_ day
of \_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_, by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, (the
\"Mortgagor\") for reliance upon by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (the
\"Mortgagor\'s Counsel\") in connection with the issuance of an opinion
letter dated of even date herewith (the \"Opinion Letter\") by
(\"Mortgagor\'s Counsel\") as a condition for the provision of mortgage
insurance by the Department of Housing and Urban Development (\"HUD\")
of the \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ loan (the \"Loan\") from
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (the \"Mortgagee\") to Mortgagor.
In connection with the Opinion Letter, the Mortgagor hereby certifies to
Mortgagor\'s Counsel for its reliance, the truth, accuracy and
completeness of the following matters:

1\. The Organizational Documents are the only documents creating the
Mortgagor or authorizing the Loan, and the Organizational Documents have
not been amended or modified except as stated in the Opinion Letter.

2\. The terms and conditions of the Loan as reflected in the Loan
Documents have not been amended, modified or supplemented, directly or
indirectly, by any other agreement or understanding of the parties or
waiver of any of the material provisions of the Loan Documents.

3\. All tangible personal property of the Mortgagor in which a security
interest is granted under the Loan Documents \[other than off-site
construction materials and/or accounts or goods of a type normally used
in more than one jurisdiction and/or additional collateral personalty\]
is located at the Property (as defined in the Opinion Letter) and the
Mortgagor\'s \[Chief Executive Office\] \[only place of business\]
\[residence\] is located in
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

4\. The execution and delivery of the Loan Documents will not (i) cause
the Mortgagor to be in violation of, or constitute a material default
under the provisions of any agreement to which the Mortgagor is a party
or by which the Mortgagor is bound, (ii) conflict with, or result in the
breach of, any court judgment, decree or order of any governmental body
to which the Mortgagor is subject, and (iii) result in the creation or
imposition of any lien, charge, or encumbrance of any nature whatsoever
upon any of the property or assets of the Mortgagor, except as
specifically contemplated by the Loan Documents.

5\. There is no litigation or other claim pending before any court or
administrative or other governmental body or threatened against the
Mortgagor, the Property, or any other properties of the Mortgagor
\[,except as identified on Exhibit \[\_\_\], List of Litigation, in the
Opinion Letter.\]

6\. There is no default under the Public Entity Agreement (as defined in
the Opinion Letter) nor have events occurred which with the passage of
time will result in a default under the Regulatory Agreement.

NOTE: All capitalized terms not defined herein shall have the meanings
set forth in the Opinion Letter.

IN WITNESS WHEREOF, the Mortgagor has executed this Certification of
Mortgagor effective as of the date set forth above.

MORTGAGOR:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_