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BORROWER GENERAL CERTIFICATE
<br /> The undersigned individual hereby certifies that he is duly authorized to execute and deliver
<br /> this Certificate on behalf of Orono Senior Housing,LLC,a Minnesota limited liability company(the
<br /> "Borrower"), and the undersigned further certifies on behalf of himself and the Borrower that:
<br /> 1. The Borrower is a Minnesota limited liability company validly existing, in good
<br /> standing, and qualified to do business under the laws of the State of Minnesota. Attached as
<br /> EXHIBIT A is a Certificate of Organization for the Borrower and a Certificate of Good Standing.
<br /> No proceedings for dissolution of the Borrower have been initiated since the date of the Certificates.
<br /> 2. EXHIBIT B hereto is a true and correct copy of the Articles of Organization of the
<br /> Borrower,with all amendments,which Articles of Organization are now in full force and effect and
<br /> have been in full force and effect since the date of the Resolution discussed herein.
<br /> 3. EXHIBIT C hereto is a true and correct copy of the Operating Agreement of the
<br /> Borrower, with all amendments, duly adopted by the Board of Governors of the Borrower, which
<br /> Operating Agreement are now in full force and effect and have been in full force and effect since the
<br /> date of the Resolution discussed herein.
<br /> 4. EXHIBIT D hereto is a true and correct copy of a Resolution of the Board of
<br /> Governors of the Borrower (the "Resolution") relating to the issuance by the City of Orono,
<br /> Minnesota(the "Issuer")of its Senior Housing Revenue Bonds(Orono Woods Apartment Project),
<br /> Series 2001 (the"Bonds")and approving and authorizing the execution and delivery of agreements
<br /> and other documents on behalf of the Borrower related thereto, which Resolution has not been
<br /> revoked or amended and is still in full force and effect
<br /> 5. Each of the followinghas been dulyauthorized, executed and delivered bythe
<br /> Borrower: (i) a Loan Agreement, dated as of November 1, 2001, between the Borrower and the
<br /> Issuer, (ii) a Combination Mortgage, Security Agreement, Fixture Financing Statement and
<br /> Assignment of Leases and Rents,dated as ofNovember 1,2001,from the Borrower to the Issuer,(iii)
<br /> a Subordinate Combination Mortgage, Security Agreement, Fixture Financing Statement and
<br /> Assignment of Leases and Rents, dated as of November 1, 2001, from the Borrower to the Issuer,
<br /> (iv)a Continuing Disclosure Agreement,dated as of November 1,2001,between the Borrower and
<br /> U.S. Bank Trust National Association (the "Trustee"), (v) a Disbursing Agreement, dated as of
<br /> November 1,2001, among the Borrower,the Trustee and the Disbursing Agent named therein,(vi)
<br /> a Bond Purchase Agreement, dated , 2001, among the Borrower, Wedum Foundation
<br /> (the"Sponsor"),the Issuer, and Miller Johnson Steichen Kinnard,Inc. (the"Underwriter"),(vii)an
<br /> Assignment of Construction and Architect's Contracts between the Borrower and the Trustee,(viii)
<br /> a Development Agreement,dated as of November 1,2001,among the Borrower,the Issuer,and the
<br /> Orono Housing and Redevelopment Authority (the "HRA"), (ix) a Ground Lease, dated as of
<br /> November 1, 2001, between the Borrower and the HRA, (x) an Assignment of Note, dated as
<br /> of November 1, 2001, from the Borrower to the Trustee, (xi) a Development Agreement, dated as
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