General Certificate Of

GENERAL CERTIFICATE OF

INDIANA FINANCE AUTHORITY

We, the undersigned officers of the Indiana Finance Authority (the "Issuer"), do hereby certify the following in connection with the issuance of its [Educational Facilities] [Health Facilities] [Exempt Facilities] Revenue Bonds, Series 20__ (______Project) (the “Bonds”) in an aggregate principal amount not to exceed ______Dollars ($_____).

For the purposes of this General Certificate (the “Certificate”), each capitalized term used in this Certificateshall have the meaning as set forth in the[[insert document name] dated _____, 20__ (the “_____”) among the [insert document parties]], and the [[insert document name] dated _____, 20__ (the “_____”) among the [insert document parties]]and the [insert document name] dated _____, 20__ (the “_____”) among the [insert document parties]The [insert document names] are collectively referred to herein as the “Bond Documents”.

1.The Issuer is a body politic and corporate, not a state agency but an independent instrumentality exercising essential public functions, duly organized and validly existing under the laws of the State of Indiana.

2.Attached hereto as Exhibit A is a complete list of the members of the Issuer, the terms of office of such members, and the political affiliation of such members. Each of such members is a resident of the State of Indiana and has executed a surety bond in accordance with IC 4-4-11-14. No member of the Issuer and no employee of the Issuer who voted on the Resolution (as hereinafter defined) or otherwise participated in the transaction has, will have, or will later acquire an interest, direct or indirect, in any transaction contemplated by the Bond Documents that has not been disclosed and subject to abstention pursuant to IC 4-4-11-12 and, in the event such an interest is later acquired, disclosure and abstention will be undertaken pursuant to IC 4-4-11-12.

3.Attached hereto as Exhibit B is a true and correct copy of the application of the Borrower submitted to the Issuer.

#.[Use for Inducement Resolution] On ______, 20__, the Issuer adopted an inducement resolution, which included a report of the Issuer which was prepared and submitted, pursuant to IC 4-4-11-17(b). Attached hereto as Exhibit C are true and correct copies of the minutes and the inducement resolution, including the report of the Issuer, and a listing of the location(s) of the project in Attachment 1. Attached hereto as Exhibit D is a copy of the letter(s) to Plan Commission(s)having jurisdiction over the Project (as described in the Loan Agreement) concerning the project report with proof of mailing. No comments were received on such reports from said Plan Commission(s).

4.A public hearing with respect to the Bonds was held on ______, 20__, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, andIC 4-4-11-17(c) [FOR HEALTH AND EDUCATION DEALS REMOVE, “and IC 4-4-11-17(c)”] and attached hereto as Exhibit C are proofs of publication of the Notice of Public Hearing and a list of the newspapers and dates of publication. Attached hereto as Exhibit D are true and correct copies of excerpts of minutes of the public hearing conducted by the Public Hearing Officer of the Issuer on ______, 20__.

5.After a public hearing, the Issuer adopted a resolution approving the issuance of the Bonds and approving the Bond Documents (the “Resolution”), pursuant to IC 4-4-11-23, and the Resolution has not been amended, modified, repealed, or rescinded, except as therein specified, and is now in full force and effect, and attached hereto as Exhibit E are true and correct copies of minutes of a meeting the Issuer held on ______, 20__, and the Resolution.

6.The originals of the proofs of publication of Notice of Public Hearing, Application of the Borrower, Minutes of Public Hearing conducted on ______, 20__, Minutes of Regular Meeting on ______, 20__, and Resolution of the same date are on file in the office of the Issuer.

7.All actions taken by the Issuer concerning the Bonds were taken at meetings open to the public which complied in all respects with IC 5-14-1.5. A public meeting with respect to the Bonds was held on ______, 20__, notice for which complied in all respects with the notice requirements of Section 147(f) of the Internal Revenue Tax Code of 1986, as amended, and IC 4-4-11-17(c).[FOR HEALTH AND EDUCATION DEALS REMOVE, “and IC 4-4-11-17(c)”] No such actions were taken by secret ballot or by reference to agenda number or item only. If an agenda was used, it was available to the general public and was on open display in the office of the Issuer.

8.We have officially caused the Issuer’s counsel or counsel’s designee to execute the Bond Documents with the facsimile of our signatures pursuant to the specific authorization granted in the Certificate titled “Approval of Execution and Delivery of Closing Documents” attached hereto as Exhibit F. On the date of such execution of such Certificate and the Bonds, and on the date hereof, we are the duly chosen, qualified, and acting officers authorized to execute such Bond Documents and the Bonds, holding the offices indicated by the official titles opposite our names. The Bond Documents are in substantially the same forms as the copies of such instruments which were approved by the Issuer, and any subsequent changes have been approved by us.

9.The seal which is impressed or imprinted upon the Bonds and this Certificate is the legally adopted, proper, and only official corporate seal of the Issuer.

10.The Issuer has full power and authority to loan proceeds of the Bonds to the Borrower for financing, refinancing or reimbursing the costs of the acquisition, construction, expansion, renovation and equipping of the [educational facilities] [health facilities] [exempt facilities] to be financed, refinanced or reimbursed by the issuance of the Series 20__ Bonds (the “Project”); has made the necessary findings of public purpose based upon the representations of and other information provided by the Borrower; and has taken all actions required by the constitution and laws of the State of Indiana, as supplemented or amended, and other applicable law in connection therewith. The Issuer makes no representations or warranties as to the suitability or financial viability of the Project or the Borrower or the likelihood of full and timely payment of the principal of or premium, if any, and interest on the Bonds.

11.The Issuer has duly authorized, by all necessary actions, the execution, delivery, receipt, and due performance of the Bond Documents, and the issuance and sale of the Bonds, and has taken all actions necessary or appropriate to ensure that the Bond Documents and the Bonds constitute valid and legally binding special and limited obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

12.[Use for Public Offering] The portions of the Preliminary Official Statement dated ______, 20__, and the Official Statement dated ______, 20__, with respect to the Bonds under the caption “THE ISSUER” and “LITIGATION – Issuer”have been duly approved by the Issuer and the Issuer has duly authorized the use of information by the Underwriter in connection with the offering and sale of the Bonds.

13.The execution and delivery of and performance under the Bonds and the Bond Documents by the Issuer do not violate or conflict with the provisions of any indenture, mortgage, agreement, or other instrument to which the Issuer is a party or by which it is or its property may be bound.

14.To the best of the Issuer’s knowledge, there is no litigation of any nature now pending or threatened, in any way relating to, affecting, or questioning the execution or delivery of the Bond Documents, or the issuance and sale of the Bonds, or of any other proceedings had or actions taken by the Issuer in connection with the execution and delivery thereof, or the fixing, charging, or collection of adequate note payments to pay interest on or the principal of the Bonds, or otherwise affecting or questioning the validity of the Bonds or the Bond Documents; neither the corporate existence of the Issuer nor the title of the undersigned officers to their respective offices is being contested; and no proceedings or authority for the issuance, sale, execution, or delivery of the Bonds have or has been repealed, rescinded, or revoked.

15.The Issuer has obtained or effected all authorizations, consents, approvals and reviews of governmental bodies, regulatory authorities (except for any authorizations, consents, approvals or reviews required under the securities regulations laws of the United States of America or of any state or other jurisdiction thereof) required for the Issuer’s execution and delivery of or performance under the Bonds and the Bond Documents.

15.The documents contained in Items 1 through 3 [Items 1-3 being Gen. Cert. of IFA; Copy of By-Laws of IFA; Certificate of Public Approval] of the transcript contain complete and accurate documentation of the proceedings taken by the Issuer with regard to the authorization, issuance and sale of the Bonds and none of the resolutions or other proceedings contained therein have been rescinded, repealed or amended and all are as of this date in full force and effect.

16.The representations of the Issuer contained in the Bond Documents are true and correct in all material respects as of the date hereof, and the Issuer has performed its obligations under the Bond Documents. To the best of the Issuer’s knowledge, all of the statements set forth in the Certificate of the Chairman of the Indiana Finance Authority Re: Arbitrage, originally executed on ______, 20__, were full, true and correct statements on ______, 20__, and remain full, true and correct statements as of the date of this Certificate.

17.In making certain representations in this Certificate, the Issuer is relying with respect to certain matters upon the Tax Representation Certificate of the Borrower dated ______, 20_.

18. The representations herein will survive the purchase of the Bonds.

IN WITNESS WHEREOF, we have signed our names and impressed the corporate seal of the Issuer this _____ day of ______, 20__.

SignaturesNameOfficial Title(Seal)

______[Name]Chairman

______[Name]Public Finance Director

of the State of Indiana

1

Rev’d 4/08--

EXHIBIT A

EXHIBIT B

Application of Borrower

EXHIBIT C

Minutes of Regular Meeting of ______, 20__, and

Inducement Resolutionof same date, including report of the Issuerpursuant to I.C. 4-4-11-17(b), with a list of the project location(s)

EXHIBIT D

Copy(s) of the Letter to Plan Commission Concerning Project Report

with proof of mailing of such report

1

Exhibit A/3.01

EXHIBIT E

Proofs of Publication of Notice of Public Hearing

Exhibit B/3.01

EXHIBIT F

Minutes of Public Hearing conducted on ______, 20__

Exhibit C/3.01

EXHIBIT G

Minutes of Regular Meeting of ______, 20_, and

Final Resolutionof same date

EXHIBIT H

Certificate of Approval of Execution and Delivery of Closing Documents

Exhibit C/3.01

[1]The Chairman of the Issuer is the State Budget Director, or the State Budget Director’s designee, pursuant to Indiana Code 4-4-11-4(b)(1).