Real Property Section
Illustrative Corporate Borrower's Certificate
(Accompanies Maryland Form Opinion Letter)
Re: $ Loan from Lender to [Corporate
Borrower] Secured by [Real Property] and [Personal Property] and Guaranteed by
[Individual Guarantor]
The undersigned, [being (the officer) of the borrower,] ABC
Corporation, a Maryland corporation ("ABC"), does hereby certify that, to
the best of [his/her/its/their] knowledge, information, and belief:
1. The representations made by or on behalf of ABC in the following
documents (collectively called the "Loan Documents") are accurate and
complete:
a. the Loan Agreement dated ____________________ between ABC and
______________________ (the "Lender");
b. the Deed of Trust dated ____________ from ABC to _________________
and _______________________, as trustees;
c. the Promissory Note dated __________________ in the principal amount
of $ from ABC to the order of the Lender;
d. the Assignment of Rents dated ______________ from ABC to the Lender;
and
e. ___________________ dated ___________________.
2. ABC is subject to the following [federal/state/local] governmental
programs and no others [is engaged in an industry which is regulated by the following
governmental entities and no others] which require governmental consent prior to entering
into commercial loan transactions:
a.
b.
c.
3. Except as set forth on Schedule 1, there are no
judicial or governmental judgments, orders, injunctions, decrees, or arbitration awards
outstanding against ABC, and there are no judicial or governmental actions, suits, or
proceedings, or any arbitrations or mediations, pending or threatened against ABC or any
of its properties.
4. Attached hereto as Schedule 2 and made a part hereof
is an accurate and complete list of all indentures, mortgages, deeds of trust, security agreements, leases, contracts, and other agreements
and instruments to which ABC is a party, or which are otherwise binding on ABC 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 ABC.
5. Attached hereto as Schedule 3 and made a part hereof
is an accurate and complete list of all jurisdictions in which ABC owns tangible personal
property; owns real property; leases space; employs individuals on ABC's payroll; pays
state taxes; maintains advertising, telephone listings, offices, agents, research and
development facilities, warehouses, or bank accounts; or performs extensive or pervasive
activities, including without limitation management functions, contract execution,
distribution, and solicitation.
6. Attached hereto as Schedule 4 and made a part hereof
is an accurate and complete list of current principal properties owned or leased, and
current principal businesses conducted, by ABC, and their locations.
7. The proceeds of the Loan are to be used solely [to acquire/conduct]
the [business[es]/commercial enterprise[s]] of .
8. [ABC intends to construct] [(the subject property) is presently
improved by] an office building for sole use as business and professional offices upon
[the subject property].
9. Attached hereto as Exhibits A and B and
made a part hereof are current copies of the charter and bylaws, respectively, of ABC.
10. Attached hereto as Exhibit C and made a part hereof
is a incumbency certificate regarding the officers of ABC signed by the secretary of ABC.
11. Attached hereto as Exhibit D and made a part hereof
is a certified copy of the corporate resolutions signed by the secretary of ABC
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.
12. As of the date hereof, no judicial proceeding has been instituted
by the Attorney General of the State of Maryland alleging that ABC has abused, misused, or
failed to use its powers and franchises in a manner which, in the public interest, would
make proper the forfeiture of the charter of ABC or the dissolution of ABC; no articles of
dissolution have been filed with the Maryland State Department of Assessments and
Taxation; and no petition has been filed in any court of competent jurisdiction to
dissolve ABC.
13. No proceedings by or against ABC 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, not has ABC made an assignment for the benefit
of creditors, admitted in writing, 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 ABC.
This Certificate may be relied upon by [Borrower's lawyer/law firm] in
[his/her/its] opinions addressed to the Lender in connection with the Loan Documents.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
the ____ day of ________________, 19___.
WITNESS: ABC CORPORATION
By (SEAL)
[Officer] of ABC Corporation
[Officer] of ABC Corporation
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