3. Administrative agent for multiple lenders

(May 1, 2000)

These mortgages can be dealt with in a fashion similar to the requirements for nominee trusts, that is, the names of the lenders need not be disclosed so long as there are the requisite indicia of authority for the agent to act with respect to the mortgage, just as the beneficiaries of a nominee trust need not be identified.

The mortgage must be presented with a certificate from the bank or other entity acting as agent; alternatively, the statements required for a certificate may be made part of or appended to the mortgage, if the agent also executes the mortgage.

The certificate must refer to the Credit Agreement or other comparable governing document, set forth the authority of the agent as to the execution of documents including amendments, and any time limits on the authority of the agent. A form of certificate is attached.

These mortgages, when presented with a certification in a form substantially similar to the attached certificate, will not require prior Land Court approval before being accepted for registration.

Certificate of agent

The undersigned, [name of agent-entity], as administrative agent for itself and other lenders under the terms and provisions of a certain [name of credit agreement] (the “Credit Agreement”) dated as of [month] [day], [year], hereby certifies as follows:

1. The Credit Agreement referenced in the mortgage is in full force and effect and has not been amended, modified, terminated or revoked.
2. The undersigned has been duly appointed Agent and is duly serving on the date hereof as the sole Agent under the Credit Agreement, and has not resigned or been removed.
3. Pursuant to the provisions of the Credit Agreement, the Agent has the following powers:
   1. Hold the mortgage and any other collateral security instruments upon such terms and conditions as the Agent deems acceptable.
   2. Execute, acknowledge and deliver any and all documents which are necessary or appropriate in connection with the granting, amendment or modification of the mortgage.
   3. Execute, acknowledge and deliver any partial releases, discharges, assignments, etc., which may be necessary or appropriate with respect to the mortgage.
4. The representations of the Agent contained in this certificate are true as of the date hereof.
5. Any person dealing with the mortgage may rely fully and without further inquiry on a certificate signed by the Agent as to the authority of the Agent to act as Agent for other lenders under the Credit Agreement. This certificate shall further be conclusive evidence of every person relying thereon that at the time of the execution and delivery of the mortgage, the Credit Agreement was in full force and effect.

6. The terms and provisions of the mortgage may be amended by instrument duly executed by the mortgagor and the Agent, which amendment will become effective on the recording or filing of same.

   In witness whereof, the undersigned has hereunto signed his name, as such Agent, this [day] of [month], [year].

   [Name of agent-entity], as Agent
   By: [signature of document signer]
   Name: [name of document signer]
   Title:  [title and name of agent-entity]

Commonwealth of Massachusetts

[County], ss.
[Date]

Then personally appeared the above-named [name of document signer], and acknowledged that [he/she/they] [is/are] the [title of document signer] of the above-named [name of agent-entity], as Agent, and that [he/she/they] executed the Certificate on behalf of said bank.

[Notary signature], Notary Public
My commission expires: [expiration date]