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CME Seller Counsel Certification

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CME Seller Counsel Certification Powered By Docstoc
					Freddie Mac Loan Number: ___________________
Property Name: ____________________________


                             SELLER’S COUNSEL’S CERTIFICATION
                                   (CME AND PORTFOLIO)

                                           (Revised 2-2-2012)


Date: _________________


Property Address:         _____________________                 Seller/Servicer: __________________
                          _____________________                 Law Firm: ______________________
Product:                  ____ CME                              Attorney: _______________________
(check as applicable)     ____ Portfolio Execution

NOTE:
 ALL INSTRUCTIONS MAY BE DELETED, BUT ARE NOT REQUIRED TO BE
  DELETED
 CHECK THE APPLICABLE PROVISIONS WHEN OPTIONS ARE PROVIDED.


In accordance with the Freddie Mac Multifamily Seller/Servicer Guide (“Guide”)
Sections 29.1(g), 32.4(f), (h), (r) and any additional Freddie Mac requirements, Seller’s counsel
certifies as follows; all references herein to “Commitment” shall mean the applicable Freddie
Mac commitment or early rate-lock application issued in connection with the loan referenced
above (“Loan”), as amended and modified, and all other capitalized terms not otherwise defined
herein shall be as defined in the Guide:

1.      Uniform Commercial Code (“UCC”)

        (a)      UCC Search.
                 ____     Freddie Mac has either waived the UCC search or it is not required under
                          Section 29.4 of the Guide.
                 ____     I/we conducted (or caused to be conducted) a UCC search on all parties
                          and in all jurisdictions required by Section 29.4 of the Guide no earlier
                          than thirty (30) days prior to the origination date of the Mortgage. The
                          UCC search did not indicate any previous filings other than those (i)
                          released prior to closing, (ii) filings of the previous lender that will be
                          released with the proceeds of the Mortgage, (iii) which the title company



Seller’s Counsel’s Certification
                     was instructed to release at closing, or (iv) which have been previously
                     approved by Freddie Mac.

    (b)      UCC Filing/Recording.
             UCC financing statements were filed and/or recorded in accordance with one of
             the following.

             ___     State and Local Filings.

                     (i)      State Level. A UCC financing statement was filed with the
                              following applicable State-level central filing office in order to
                              perfect Freddie Mac’s security interest in the personal property
                              (including fixtures) associated with the Borrower and Mortgaged
                              Property.

                              [LIST ALL LOCATIONS FILED, INCLUDING ANY
                              CAUTIONARY FILINGS]
                              Filed in the State(s)or Commonwealth(s) of:

                              ___________________________

                              [REPEAT OPTIONS BELOW AS NEEDED WHEN FILING
                              IN MORE THAN ONE STATE/COMMONWEALTH]
                              ___    Electronic Filing – Filing in this jurisdiction is done
                                     electronically, and the copies included in the Final Delivery
                                     Package evidence all the UCC documentation that will be
                                     provided to Freddie Mac in connection with this recording.
                              ___    Electronic Filing – Filing in this jurisdiction is done
                                     electronically, and copies of the UCC filing(s) are in the
                                     Final Delivery Package. However, post-funding, Freddie
                                     Mac also will be provided with an original UCC filing that
                                     evidences each electronic recording in connection with this
                                     recording.
                              ___    No Electronic Filing – Filing in this jurisdiction is not
                                     electronic and the original UCC filing(s) that evidences the
                                     filing are included in the Final Delivery Package.
                              ___    No Electronic Filing – Filing in this jurisdiction is not
                                     electronic, and certified copies of the UCC filing(s) are
                                     included in the Final Delivery Package. Post-funding,
                                     Freddie Mac will be provided original UCC filing(s) that
                                     evidence the recording.

                     (ii)     County/Local Level. A UCC fixture filing has been recorded in
                              the following applicable county or other local land records to



Seller’s Counsel’s Certification                                                        Page 2
                              perfect Freddie Mac’s security interest in the fixtures associated
                              with the Mortgaged Property.

                              [LIST EACH COUNTY OR APPLICABLE LOCALITY AND
                              STATE]
                              Filed in the county/local land records of:

                              ___________________________

                              [REPEAT OPTIONS BELOW AS NEEDED WHEN FILING
                              IN MORE THAN ONE JURISDICTION]
                              ___    Electronic Recording – Recording in this jurisdiction is
                                     done electronically, and the copies included in the Final
                                     Delivery Package evidence all the UCC documentation that
                                     will be provided to Freddie Mac in connection with this
                                     recording.
                              ___    Electronic Recording – Recording in this jurisdiction is
                                     done electronically, and copies of the UCC filing(s) are in
                                     the Final Delivery Package. However, post-funding,
                                     Freddie Mac also will be provided with an original UCC
                                     filing that evidences each electronic recording in
                                     connection with this recording.
                              ___    No Electronic Recording – Recording in this jurisdiction is
                                     not electronic and the original UCC filing(s) that evidence
                                     the recording are included in the Final Delivery Package.
                              ___    No Electronic Recording – Recording in this jurisdiction is
                                     not electronic and certified copies are included in the Final
                                     Delivery Package. Post-funding, Freddie Mac will be
                                     provided original UCC filing(s) that evidence the
                                     recording.

             ___     State Filing Only. A UCC financing statement was filed with the
                     applicable State-level central filing office in order to perfect Freddie
                     Mac’s security interest in the personal property (including fixtures)
                     associated with the Borrower and Mortgaged Property. A separate UCC
                     fixture filing was not recorded in the applicable county land records, and
                     such filing is not required in order to perfect Freddie Mac’s security
                     interest in the fixtures associated with the Mortgaged Property because the
                     recorded Security Instrument is in proper form to serve as a UCC fixture
                     filing under applicable State law.

                     [LIST ALL LOCATIONS FILED, INCLUDING ANY
                     CAUTIONARY FILINGS]
                     Filed in the State or Commonwealth of:



Seller’s Counsel’s Certification                                                         Page 3
                     ___________________________.

                     [REPEAT OPTIONS BELOW AS NEEDED WHEN FILING IN
                     MORE THAN ONE JURISDICTION]
                     ___      Electronic Filing – Filing/recording in this jurisdiction is done
                              electronically; the copies included in the Final Delivery Package
                              evidence all the UCC documentation that will be provided to
                              Freddie Mac in connection with this filing.
                     ___      Electronic Filing – Filing/recording in this jurisdiction is done
                              electronically, and copies of the UCC filing(s) are in the Final
                              Delivery Package. However, post-funding, Freddie Mac also will
                              be provided with an original UCC filing that evidences each
                              electronic recording in connection with this filing.
                     ___      No Electronic Filing – Filing/recording in this jurisdiction is not
                              electronic and the originals UCC filing(s) that evidence the
                              filing/recording are included in the Final Delivery Package.
                     ___      No Electronic Filing – Filing/recording in this jurisdiction is not
                              electronic and certified copies are included in the Final Delivery
                              Package. Post-funding, Freddie Mac will be provided original
                              UCC filing(s) that evidence the recording.

             ___     Clearing Bank. A Cash Management Agreement and/or a Clearing
                     Account Agreement are not required.

             ___     Clearing Bank. A Cash Management Agreement and/or a Clearing
                     Account Agreement are required. This section is applicable.

                     A UCC financing statement was filed with the applicable State-level
                     central filing office in order to perfect Freddie Mac’s security interest in
                     the clearing account held by ______________________________
                     [INSERT NAME OF CLEARING BANK] and all profits and proceeds
                     thereof.

                     [LIST ALL LOCATIONS FILED, INCLUDING ANY
                     CAUTIONARY FILINGS]
                     Filed in the State or Commonwealth of:

                     _______________________________

                     [REPEAT OPTIONS BELOW AS NEEDED WHEN FILING IN
                     MORE THAN ONE JURISDICTION]
                     ___      Electronic Filing – Filing in this jurisdiction is done electronically;
                              the copies included in the Final Delivery Package evidence all the



Seller’s Counsel’s Certification                                                           Page 4
                                   UCC documentation that will be provided to Freddie Mac in
                                   connection with this filing.
                          ___      Electronic Filing – Filing in this jurisdiction is done electronically,
                                   and copies of the UCC filing(s) are in the Final Delivery Package.
                                   However, post-funding, Freddie Mac also will be provided with an
                                   original UCC filing that evidences each electronic recording in
                                   connection with this filing.
                          ___      No Electronic Filing – Filing in this jurisdiction is not electronic
                                   and the originals UCC filing(s) that evidence the filing/recording
                                   are included in the Final Delivery Package.
                          ___      No Electronic Filing – Filing in this jurisdiction is not electronic
                                   and certified copies are included in the Final Delivery Package.
                                   Post-funding, Freddie Mac will be provided original UCC filing(s)
                                   that evidence the recording.

2.       Recorded Security Instrument and Assignment of Security Instrument
         Based upon a copy of the executed escrow instruction letter and/or certification of closing
         agent confirming the escrow agent’s agreement to record/file the Security Instrument and
         Assignment, the Security Instrument and Assignment were both submitted for
         recordation/filing with the applicable county or local-level recording/filing office.

         [LIST EACH COUNTY OR APPLICABLE LOCALITY AND STATE]
         Filed in the county/local land records of:

         _________________________________

         ___      Electronic Recording – Recording in this jurisdiction is done electronically, and
                  the copies included in the Final Delivery Package evidence all the documentation
                  that will be provided to Freddie Mac in connection with these recordings.
         ___      Electronic Recording – Recording in this jurisdiction is done electronically, and
                  copies of the recorded documents are in the Final Delivery Package. However,
                  post-funding, Freddie Mac also will be provided with original documentation that
                  evidences the electronic recording of these documents.
         ___      No Electronic Recording – Recording in this jurisdiction is not electronic and the
                  original documents that evidence the recording are included in the Final Delivery
                  Package.
         ___      No Electronic Recording – Recording in this jurisdiction is not electronic and
                  certified copies are included in the Final Delivery Package. Post-funding, Freddie
                  Mac will be provided original documents that evidence the recording.

3.       Survey
         The selected option below applies to this Loan.




     Seller’s Counsel’s Certification                                                           Page 5
         ___      Survey Provided.

                  (a)     I/we reviewed (or directed to be reviewed) the survey of the Property
                          included in the Final Delivery Package and, except as noted below:

                          (i)      all buildings and amenities described in the Commitment are
                                   shown on the survey, and
                          (ii)     all locatable easements are shown and disclosed on the survey.

                          Exceptions:
                          _____________________________________________
                          [LIST ANY EXCEPTIONS HERE OR STATE “N/A”]

                  (b)     In connection with this survey certification, please note that I/we relied
                          solely upon the title policy for the Mortgage and, as applicable, the survey,
                          for the existence of easements located on the Property. I/we have not
                          undertaken an independent inquiry of the existence of any additional
                          easements that may be located on the Property. I/we have relied upon the
                          survey for the location of all easements, improvements and amenities on
                          the Property.

         ___      Survey Waived per the Guide or Commitment (including any amendments).
                  Freddie Mac has waived the requirement for a survey and no survey certification
                  is required.

         ___    Current Survey Waived per the Guide or Commitment. For the reason marked
                below, Freddie Mac has waived the requirement for a current survey, provided that
                Borrower must deliver (i) a survey certification and (ii) a copy of the most recent
                existing non-current survey. To the extent any conditions for waiving the current
                survey are listed in the Guide or the Commitment, they have been satisfied or prior
                written approval from the applicable Freddie Mac regional attorney has been
                obtained.

                  ___     Supplemental
                  ___     Other (list reason):_______________________________

         (Note: See also the subsection below titled “Survey Waiver Title Endorsements” for
         additional survey-related certifications.)

4.       Title Policy Endorsements

         (a)      Same as Survey Endorsement. The selected option below applies to this Loan.

                  ____    A “same as survey” endorsement is available in the state where the
                          Property is located, and such endorsement is either attached to the title



     Seller’s Counsel’s Certification                                                        Page 6
                     policy or has been waived in writing by Freddie Mac specifically in
                     connection with this transaction.

             ____    I/we examined (or directed to be examined) the survey prepared by
                     ______________________________, dated _______________, and last
                     revised _________________and have confirmed that the legal description
                     depicted on the survey matches the legal description contained in the title
                     policy.

    (b)      Access Endorsement. The selected option below applies to this Loan.

             ____    An “access” endorsement is available in the state where the Property is
                     located, and such endorsement is either attached to the title policy or has
                     been waived in writing by Freddie Mac specifically in connection with
                     this transaction.

             ____    I/we examined (or directed to be examined) the survey and have
                     confirmed that the survey indicates the Property is contiguous to, and has
                     pedestrian and vehicular ingress and egress to and from, a street named:
                     ____________________________________ [INSERT THE FULL
                     STREET NAME]
                     and that the street is an open, publicly dedicated and maintained right of
                     way.

    (c)      Contiguity Endorsement. The selected option below applies to this Loan.

             ____    A “contiguity” endorsement is available in the state where the Property is
                     located, and such endorsement is either attached to the title policy or has
                     been waived in writing by Freddie Mac specifically in connection with
                     this transaction.

             ____    I/we examined (or directed to be examined) the survey and have
                     confirmed that the survey indicates the Property consists of either (i) only
                     one tract, or (ii) two or more tracts, none of which are adjacent to each
                     other; therefore, the “contiguity” endorsement to the title policy is not
                     applicable to this transaction.

    (d)      Survey Waiver Title Endorsements. The selected option below applies to this
             Loan.

             ____    Survey Waiver Title Endorsements Not Required. As indicated in Section
                     3 above, either the requirement for a current survey has not been waived,
                     or if it has been waived then such waiver is not conditioned upon the
                     delivery of specific title endorsements under either the Guide or the
                     Commitment.




Seller’s Counsel’s Certification                                                        Page 7
             ____    Survey Waiver Title Endorsements Required and Delivered. The
                     requirement for a survey, or for a current survey, has been waived, and
                     such waiver is conditioned upon the delivery of specific title endorsements
                     under the Guide and/or in the Commitment, and all such required
                     endorsements for the waiver have been delivered.

             ____    Survey Waiver Title Endorsements Required and Only Partially
                     Delivered. The requirement for a survey has been waived, and such
                     waiver is conditioned upon the delivery of specific title endorsements
                     under the Guide and/or in the Commitment, and not all such required
                     endorsements for the survey waiver have been delivered; however, in lieu
                     of each such non-delivered endorsement, I/we examined (or directed to be
                     examined) the survey and have confirmed the following:

                     [CHECK ALL WHICH APPLY]
                     ___      The Property has direct access to a public roadway and therefore
                              the CLTA 103.4 or ALTA 17.1 endorsement is not required.
                     ___      The Property does not have direct access to a public roadway and
                              therefore the CLTA 103.7 or ALTA 17 (or ALTA 17-06 for use
                              with the 2006 ALTA title policy form) is not required.
                     ___      The contiguity endorsement is not applicable because the survey
                              indicates the Property consists of either (i) only one tract, or (ii)
                              two or more tracts, none of which are adjacent to each other, as
                              indicated in the preceding subsection of this Certification.
                     ___      Other required survey waiver endorsements which have not been
                              delivered. Non-delivery has either previously been approved by
                              Freddie Mac, or provide an explanation as to why the endorsement
                              is not delivered:
                              _________________________________
                              _________________________________
                              [IF APPLICABLE, LIST REASONS WHY ANY OF THE
                              ABOVE ENDORSEMENTS, OR ANY OTHER
                              ENDORSEMENTS REQUIRED BY THE GUIDE AND/OR
                              THE COMMITMENT FOR THE WAIVER OF A SURVEY,
                              WHICH HAVE NOT BEEN DELIVERED, ARE EITHER
                              NOT APPLICABLE OR HAVE BEEN SATISFACTORILY
                              ADDRESSED]

    (e)      Availability of Required Endorsements.
             Check the endorsements below that are attached to the title policy (or their
             equivalents). Mark “N/AV” for those endorsements that not available or
             “N/APP” for those endorsements that are not applicable to this transaction or not



Seller’s Counsel’s Certification                                                           Page 8
             required because the relevant exception in Exception B of the title policy is
             amended by substantially the same language contained in the endorsement.

             ___     ALTA 9.3-06 Comprehensive Endorsement (Texas Form 19)
             ___     ALTA 8.1-06 Environmental Protection Lien Endorsement (Texas Form
                     T-36)
             ___     ALTA 25-06 Same as Survey Endorsement (see Item 3a above)
             ___     ALTA 17-06 Direct Access Endorsement (Texas Form T-23) (see Item 3b
                     above)
             ___     ALTA 17.1-06 Indirect Access Endorsement
             ___     ALTA 19-06 Contiguity Endorsement (Multiple Parcels) (Texas Form T-
                     25)
             ___     ALTA 19.1-06 Contiguity Endorsement (Single Parcel)
             ___     ALTA 4 Condominium Endorsement (Texas Form T-28)
             ___     ALTA 5 Planned Unit Development Endorsement (Texas Form T-17)
             ___     ALTA 6-06 Variable Rate Mortgage Endorsement (Texas Form T-33)
             ___     ALTA 13.1-06 Leasehold Endorsement (Texas Form T-5)
             ___     ALTA 18.1-06 Multiple Tax Parcel Endorsement
             ___     ALTA 18-06 Single Tax Parcel Endorsement
             ___     ALTA 3.1-06 or CLTA 123.2-06 Zoning – Completed Structure
                     Endorsement
             ___     ALTA 27-06 Usury Endorsement
             ___     ALTA 12-06 Tie-In or Aggregation Endorsement (Texas Form T-16)
             ___     ALTA 20-06 First Loss Endorsement (Texas Form T-14)
             ___     Multiple Foreclosure Endorsement
             ___     Last Dollar Endorsement (Texas Form T-15)
             ___     Waiver of Compulsory Arbitration
             ___     Mortgage Recording Tax Endorsement
             ___     ALTA 28-06 or CLTA 103.1-06 Easement – Damage or Enforced
                     Removal
             ___     CLTA 103.2-06 Easement, Damage-Use or Maintenance
             ___     CLTA 103.3-06 Easement, Existing Encroachment
             ___     CLTA 116-06 Designation of Improvements, Address
             ___     ALTA 22-06 or CLTA 116.01-06 Location
             ___     ALTA 22.1-06 or CLTA 116.02-06 Location and Map
             ___     ALTA 26-06 or CLTA 116.7-06 or CLTA 116.8-06 Subdivision
             ___     Texas Form T-30 Tax Deletion Endorsement
             ___     Additional Endorsements attached to the title policy:
                     ______________________________



Seller’s Counsel’s Certification                                                       Page 9
         (f)      Form Endorsements Delivered

                  (i)     I/we have confirmed that each of the endorsements attached to the title
                          insurance policy match the form approved by ALTA or CLTA, as
                          applicable.
                  (ii)    If any of these endorsements do not match the ALTA or CLTA form, as
                          applicable, any such discrepancy has been detailed in the preliminary Title
                          Exception Analysis which was approved by the applicable Freddie Mac
                          in-house attorney (or designated Freddie Mac outside counsel) prior to
                          origination of the Mortgage, and the endorsements are noted/marked as
                          having been modified from the standard form.

         (g)      Recorded Title Exception Documents
                  I/we reviewed (or caused to be reviewed) all of the recorded title exception
                  documents referred to in Schedule B-Part I and Schedule B-Part II of the title
                  policy. The recorded title exception documents have been delivered in full.

5.       Legal Description
         I/we reviewed (or caused to be reviewed) the legal description of the Mortgaged Property
         attached to the Security Instrument and, as applicable, the UCC financing statement, and
         such legal description(s) match(es) the legal description in the title policy and, to the
         extent available, the survey in all material respects.

6.       Supplemental Mortgage Title Endorsements
         The selected option below applies to this Loan.

         ___      The Mortgage is not a Supplemental Mortgage; this Section is not applicable.

         ___      The Mortgage is a Supplemental Mortgage; this Section is applicable.

                  (a)     Definitions: When this Section is applicable, for purposes of this item, the
                          following terms have the meanings indicated:

                          “Prior Mortgage(s)” means any existing Mortgages acquired by Freddie
                          Mac which may have been subsequently securitized secured by the
                          Property remaining in place as part of a Supplemental Mortgage
                          transaction.
                          “Prior Title Policy/ies” means the title policy(ies) issued in connection
                          with the Prior Mortgage(s).
                          “New Title Policy” means the title policy being issued in connection with
                          the new supplemental Mortgage.
                          “Preexisting Exceptions” means all exceptions to title contained in the
                          Prior Title Policy/ies.
                          “Title Exception Analysis” means the Title Exception Analysis form
                          available on Freddie Mac’s website


     Seller’s Counsel’s Certification                                                      Page 10
                          (http://www.freddiemac.com/multifamily/cme.html) that is to be
                          completed by Seller or its counsel in connection with the Mortgage.

                  (b)     I/we reviewed (or caused to be reviewed) the Prior Title Policy/ies and the
                          New Title Policy, and have confirmed the following:
                          [CHECK AS APPLICABLE]
                          ___      This is a Supplemental Mortgage transaction and the exceptions
                                   for the Prior Mortgage(s) documents are the only exceptions in the
                                   New Title Policy in addition to the Preexisting Exceptions.

                          ___      This is a Supplemental Mortgage transaction and the only
                                   exceptions in the New Title Policy other than the Preexisting
                                   Exceptions are the exceptions for the Prior Mortgage(s) documents
                                   and those identified in the Title Exception Analysis.

                  (c)     All Preexisting Exceptions in the New Title Policy are covered by:
                          [CHECK AS APPLICABLE]
                          ___      the same endorsements as were provided in the Prior Title
                                   Policy(ies)
                          ___      equivalent coverage to that provided in the Prior Title Policy(ies),
                                   as described below:
                                   __________________________________________________
                                   __________________________________________________

7.       Independent Director/Manager

         ___      An Independent Director is not required pursuant to the Guide and/or the
                  Commitment; this Section is not applicable.

         ___      An Independent Director is required pursuant to the Guide and/or the
                  Commitment; this Section is applicable.

                  (a)     I/we reviewed (or caused to be reviewed) the organizational documents
                          for:

                          ___      the Borrower
                          ___      SPE Equity Owner(s)

                  (b)     Based upon the review of the above organizational documents, as required
                          by the Guide:

                          ___      the Borrower has one independent director/manager
                          ___      the SPE Equity Owner has one independent director/manager.


     Seller’s Counsel’s Certification                                                        Page 11
8.       Notices to Third Parties

         (a)      Contemporaneously with the origination of the Mortgage, I/we have issued (or
                  caused to be issued) or will issue (or cause to be issued) written notices to the
                  applicable third parties under the following documents affecting the Property:

                  ___     Ground Lease (describe):
                          ________________________________________
                  ___     Commercial Lease (describe):
                          ____________________________________
                  ___     Condominium Declaration (describe): _____________________________
                  ___     Regulatory Agreement (describe): ________________________________
                  ___     Reciprocal Easement/Rights/Use Agreement, Shared Facilities
                          Agreement,
                          or other similar instrument (describe): _____________________________
                  ___     HAP Contract (describe): _______________________________________
                  ___     Other (describe):
                          ______________________________________________

         (b)      I/we are aware of no other documents, instruments or agreements, recorded or
                  unrecorded, under which it would be generally advisable for Seller to issue
                  written notice to a third party upon origination of the Mortgage, including without
                  limitation for the purpose of entitling the Seller, in its capacity as a mortgagee of
                  the Property, to certain legal rights under such documents.

         (c)      By inserting “N/A” in the blanks for the above documents, the undersigned
                  indicates that a written notice to any third party under such document is not
                  required and/or generally advisable, and such mark is not an indication that such
                  document does not exist or otherwise affect the Property:

9.       Non-Consolidation Opinion

         (a)      Applicability of this Section.

                  ___     A non-consolidation legal opinion letter (“Non-Consolidation Opinion”)
                          is not required for this Loan pursuant to the Guide and/or the
                          Commitment; this Section is not applicable.

                  ___     A Non-Consolidation Opinion is required for this Loan pursuant to the
                          Guide and/or the Commitment; this Section is applicable.




     Seller’s Counsel’s Certification                                                       Page 12
               (b)      Approval. Approval of the form of the Non-Consolidation Opinion was received
                        from Freddie Mac counsel as set forth below (“Approved Non-Consolidation
                        Opinion Form”):

                         Firm Issuing Opinion                 Approving Attorney        Date of Approval




               (c)      Form of Opinion. Except for (i) changes required by the Guide and/or the
                        Commitment, such as the final loan amount, and (ii) non-material changes, such
                        as the final dates of the loan documents or the final names of documents
                        referenced in the Non-Consolidation Opinion, the final, executed Non-
                        Consolidation Opinion matches the Approved Non-Consolidation Opinion Form.

               (d)      Final Delivery. A copy of the final, executed Non-Consolidation Opinion is
                        included in the Final Delivery Package.

     10.       Other Legal Opinions – CME Loans $25,000,000 and Over; Other Required
               Approvals

               (a)      Applicability of this Section.

                        ___     This Loan is (i) either a CME loan with an original principal balance less
                                than $25,000,000 or a Portfolio Execution loan, and (ii) Freddie Mac
                                counsel’s review of the Other Legal Opinions (defined below) was not
                                required by the terms of the Commitment or in writing by Freddie Mac
                                (via e-mail or other written communication); this Section is not applicable.

                        ___     This Loan is either (i) a CME loan with an original principal balance equal
                                to or greater than $25,000,000 or (ii) Freddie Mac counsel’s review of the
                                Other Legal Opinions (defined below) was otherwise required by the
                                terms of the Commitment or in writing by Freddie Mac (via e-mail or
                                other written communication); this Section is applicable.

               (b)      Approval. Approval of the form of the legal opinion letters, required pursuant to
                        the Guide and/or the Commitment, as applicable, other than the Non-
                        Consolidation Opinion (“Other Legal Opinions”) was received from Freddie
                        Mac counsel as set forth below (“Approved Other Legal Opinion Forms”):

Firm Issuing Opinion     Date of    Opining        Formation         Party/Parties to   Approving Attorney   Date of
                         Opinion    Jurisdiction   Jurisdiction of   Whom the Opinion                        Approval
                                                   Entity to Whom    Applies
                                                   Opinion           (Borrower,
                                                   Applies           Guarantor, etc.)




           Seller’s Counsel’s Certification                                                           Page 13
          (c)      Form of Opinion. Except for (i) changes required by the Guide, and/or changes
                   required by the Commitment, such as the final loan amount, and (ii) non-material
                   changes, such as the final dates of the loan documents or the final names of
                   documents referenced in the Other Legal Opinions, the final, executed Other
                   Legal Opinions match the Approved Other Legal Opinion Forms.

          (d)      Each of the Other Legal Opinions contains the following use and reliance
                   language without modification:
                             “[Lender] or a subsequent holder of the Note may deliver copies of this
                             [letter/opinion] to (a) independent auditors, accountants, attorneys and
                             other professionals acting on behalf of you or a subsequent holder of the
                             Note, (b) governmental agencies having regulatory authority over you or a
                             subsequent holder of the Note, (c) designated persons pursuant to an order
                             or legal process of any court or governmental agency, (d) prospective
                             purchasers of the Note and (e) any statistical rating agency which provides
                             a rating on securities backed in part by the Loan.”
          (e)      Final Delivery. A copy of each of the final, executed Other Legal Opinions is
                   included in the Final Delivery Package.

11.       Other Legal Opinions – CME Loans Under $25,000,000; Portfolio Loans

          (a)      Applicability of this Section.

                   ___       This Loan is either (i) a CME loan with an original principal balance equal
                             to or greater than $25,000,000 or (ii) Freddie Mac counsel’s review of the
                             Other Legal Opinions (defined below) was otherwise required by the
                             terms of the Commitment or in writing by Freddie Mac (via e-mail or
                             other written communication); this Section is not applicable.

                   ___       This Loan is (i) either a CME loan with an original principal balance less
                             than $25,000,000 or a Portfolio Execution loan, and (ii) Freddie Mac
                             counsel’s review of the Other Legal Opinions (defined below) was not
                             required by the terms of the Commitment or in writing by Freddie Mac
                             (via e-mail or other written communication); this Section is applicable.

          (b)      Review of Legal Opinions. I/we reviewed (or caused to be reviewed) the legal
                   opinion letters listed in subsection (i) below, excluding any Non-Consolidation
                   Opinion, if applicable (each a “Legal Opinion” and collectively, the “Legal
                   Opinions”) and:

                   (i)       The following is a list of the Legal Opinions:

      Firm Issuing Opinion           Date of   Opining        Formation         Party/Parties to Whom the
                                     Opinion   Jurisdiction   Jurisdiction of   Opinion Applies
                                                              Entity to Whom    (Borrower, Guarantor, etc.)


      Seller’s Counsel’s Certification                                                              Page 14
                                                    Opinion
                                                    Applies




             (ii)    The Legal Opinions, taken together, satisfy all legal opinion requirements
                     set forth in the Guide and the Commitment.
             (iii)   I/we have found the Legal Opinions to be in material substantive
                     compliance with the most current Freddie Mac legal opinion forms
                     (available on freddiemac.com) and, as applicable, any additional opinion
                     requirements set forth in the Guide and/or the Commitment applicable to
                     this transaction. In making this finding, I/we have exercised a standard of
                     review consistent with that of attorneys familiar with (A) the Guide, the
                     Freddie Mac legal opinion forms, and Freddie Mac multifamily loan
                     documents generally, and (B) opinion practice generally in connection
                     with Freddie Mac multifamily loan transactions, including acceptance of
                     assumptions, qualifications, exclusions, and limitations commonly
                     accepted by Freddie Mac in the jurisdiction where the Property is located.

                     [ATTORNEYS UNABLE TO SATISFY ITEM (B) ABOVE SHOULD
                     FOLLOW THE APPROVAL PROCESS SET OUT IN
                     PARAGRAPH 10. ATTORNEYS WHO ARE ABLE TO SATISFY
                     ITEM (B) ABOVE AFTER A CONSULTATION WITH FREDDIE
                     MAC COUNSEL REGARDING A DISCRETE LEGAL OPINION
                     ISSUE SHOULD FOLLOW THE PROCESS SET OUT IN THIS
                     PARAGRAPH 11.]
                     The above certification is not intended to be, and shall not be deemed, a
                     guaranty or warranty of the Legal Opinions.
             (iv)    Each Legal Opinion contains the following use and reliance language
                     without modification:
                     “[Lender] or a subsequent holder of the Note may deliver copies of this
                     [letter/opinion] to (a) independent auditors, accountants, attorneys and
                     other professionals acting on behalf of you or a subsequent holder of the
                     Note, (b) governmental agencies having regulatory authority over you or a
                     subsequent holder of the Note, (c) designated persons pursuant to an order
                     or legal process of any court or governmental agency, (d) prospective
                     purchasers of the Note and (e) any statistical rating agency which provides
                     a rating on securities backed in part by the Loan.”
             (v)     The attorney signing this Certification is authorized to bind the law firm
                     referenced below.




Seller’s Counsel’s Certification                                                       Page 15
          (c)      Final Delivery. A copy of each final, executed Legal Opinion is included in the
                   Final Delivery Package.

__.       [INCLUDE ANY ADDITIONAL REQUIRED CERTIFICATIONS]




      Seller’s Counsel’s Certification                                                    Page 16
[INSERT NAME OF LAW FIRM]


By: _________________________________

Name: ______________________________

Title:________________________________




   Seller’s Counsel’s Certification      Page 17

				
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