Real Property Section
Illustrative Limited Partnership Borrower's Certificate
(Accompanies Maryland Form Opinion Letter)
Re: $ Loan from Lender to [Limited
Partnership Borrower] Secured by the land and improvements erected and to be erected
thereon, located in _______________ City/County, Maryland (the "Security") and Guaranteed
by [Individual Guarantor]
The undersigned, [being (all of the general partners) (the sole general
partner) of the borrower,] ABC Limited Partnership, a Maryland limited partnership ("ABC"),
[do/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 or 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 Exhibit A and made a part hereof is
a copy of the limited partnership agreement [and all amendments] of ABC.
10. Attached hereto as Exhibit B and made a part hereof
is a copy of the certificate of limited partnership [and all amendments] of ABC.
11. [(For a limited partnership formed prior to July 1, 1982:) ABC has
elected to be governed by the Maryland Revised Uniform Limited Partnership Act and has
appointed a resident agent,] there have been no amendments to the limited partnership
agreement of ABC other than those reflected on the long form Status Certificate of ABC
from the Maryland State Department of Assessments and Taxation dated , 19 .
12. All [necessary consents] [required votes] of the partners of ABC
have been obtained to approve the captioned transaction.
13. No proceedings by or against ABC or any general partner of 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, nor has ABC or
any general partner of 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 or him any action seeking an order appointing a trustee or receiver of all or a
substantial part of the property of ABC or any such general partner.
14. No judicial proceeding has been filed or is pending for the
dissolution of ABC, and no circumstances have occurred or exist which have triggered or
will trigger a dissolution of ABC under the Certificate of Limited Partnership of ABC or
under the Maryland Revised Uniform Limited Partnership Act.
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 [have/has] executed this
Certificate as of the day of , 19 .
WITNESS: ABC LIMITED PARTNERSHIP
By (SEAL)
General Partner of ABC Limited Partnership
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