19.4.6.3 Required Organizational Documents for Borrower

• A. The following organizational documents must be provided:

1. Borrower’s Incumbency Certificate. A certificate dated the date of closing, and signed by the secretary or other authorized Borrower representative (which may be the individual executing the Loan documents), stating:

   • The organizational documents attached to the certificate are true and correct copies, and have not been amended, modified, rescinded, or revoked, and remain in full force and effect; and

• The name(s) and title(s) of Borrower’s officers and key principals, with specimen signature(s) of the individual(s) authorized to execute the Loan documents.

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Chapter 19 Closing Guide 19.4 Document and Diligence Requirements

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2. Formation Documents. Copies of Borrower’s filed formation documents, including all amendments and subsequent filings, certified by the relevant jurisdiction’s Secretary of State, or legal equivalent, within 60 days prior to closing, or such longer period approved by the HUD Closing Attorney.

3. Governing Document. Copy of Borrower’s fully executed governing document, including any and all amendments, and including the HUD-Required Provisions in effect as of the date of Firm Commitment . See Section 19.7.

4. Authorization. Evidence that the transaction is authorized, and that Borrower has authority to execute the Loan documents. If such authorization is not explicitly provided in the entity’s governing document, this may take the form of a resolution, written consent, or other legal equivalent, consistent with local law, custom, and the entity’s organizational documents.

5. Status Certificate. A status certificate from the Secretary of State, or legal equivalent, of the jurisdiction where Borrower is organized evidencing Borrower’s authority to do business (e.g . , a Certificate of Good Standing). This status certificate must be dated within 30 days prior to closing, or a longer period if approved by the RC Director. If Borrower is not organized in the state where the Project is located, a certificate from the Secretary of State, or legal equivalent, in the Project state evidencing Borrower’s authority to conduct business in the Project jurisdiction (e.g . , a Foreign Status Certificate).