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<br />GENERAL AND NO-LIGATION CERTIFICATE OF GOVERNING BODY <br />I, the Mayor of the City of San Marcos, Texas (the <br />"Unit"), make this certification for the benefit of all <br />persons interested in the issuance by the Capital Area <br />Housing Finance Corporation (the "Issuer") of not to exceed <br />$6,825,000 Single-Family Mortgage Revenue Refunding Bonds <br />(GNMA and FNMA Mortgage-Backed Securities Program), Series <br />1997 (the "Bonds"). I hereby certify on behalf of the City <br />Council (the "Governing Body") of the Unit that: <br />1. As of all dates on which the Board of Directors of <br />the Issuer considered or took action with respect to the <br />Bonds, and at all times since, Fred Markham was the Unit's <br />appointee to the Board of Directors of the Issuer and is a <br />resident of the Unit. <br />2. The Governing Body of the unit has not created any <br />other corporation with power to make home mortgages or to <br />make loans to lending institutions, the proceeds of which <br />are to be used to make home mortgages or to make loans on <br />residential developments. <br />3. The Governing Body approved the Issuer's Articles <br />of Incorporation on October 12, 1981. The Articles of <br />Incorporation have not been amended. <br />4. The Governing Body has not amended the Issuer's <br />Articles of Incorporation to change the structure, <br />organization, programs, or activities of the Issuer, <br />including the power to terminate the Issuer, nor has the <br />Governing Body dissolved the Issuer. The Governing Body has <br />not taken any action whatsoever to limit the effectiveness <br />of the Bond Resolution or affect the Bond transaction. <br />5. No litigation is pending, or to my knowledge <br />threatened, in any court in any way affecting the existence <br />of the Issuer or seeking to restrain or to enjoin the <br />issuance, sale, or delivery of the Bonds, or in any way <br />contesting or affecting the validity or enforceability of <br />the Bonds or the financing documents to which the Issuer is <br />