Borrower's Certificate
Exhibit III-33(Corporate Borrower)
BORROWER'S CERTIFICATE
(Corporate Borrower)
I, [insert name] , certify that I am the duly elected [insert title] of [insert name of entity] , a [insert state of organization] corporation (the "Borrower"), and further represent, warrant and certify to [insert name of lender] (the "Lender") and to the Federal National Mortgage Association ("Fannie Mae"), and each of their respective successors and assigns, in connection with the proposed loan (the "Loan") to be secured by a lien on [insert name and address of property] (the "Property"), as follows:
1.The state in which the Borrower is organized is [insert state of organization] .
2.All of the Property that will be subject to the mortgage or deed of trust granted to the Lender in connection with the Loan is located in [insert all state(s) in which any of the Property is located] .
3.The Loan proceeds will be used solely for the following purposes: ______.
None of these purposes is prohibited by applicable law.
4.The Borrower is not presently insolvent, and the proposed Loan will not render the Borrower insolvent. As used in this Certificate, the term "insolvent" means that sum total of all of an entity's liabilities (whether secured or unsecured, contingent or fixed, or liquidated or unliquidated) is in excess of the value of all of such entity's nonexempt assets, i.e., all of the assets of the entity that are available to satisfy claims of creditors.
5.The total amount of the Borrower's contingent liabilities that are not quantified in the Borrower's financial statement dated ______, is $______. [Unless there are no contingent liabilities, add the following sentence and exhibit.] A complete and accurate description of all of the Borrower's contingent and/or unliquidated liabilities is contained in Exhibit "A" to this Certificate.
6.After the Loan is made, the Borrower will have sufficient working capital, including cash flow from the Property or other assets, not only to adequately maintain the Property, but also to pay all of the Borrower's outstanding debts as they come due.
Fannie Mae DUS GuidePage 1
09/03/96
Borrower's Certificate
Exhibit III-33(Corporate Borrower)
7.[If the Loan is a refinancing loan, the following paragraph should be added.] The Loan is a refinancing of existing indebtedness and no change in the ownership of the Property or of 20 percent or more of the interests in the Borrower will occur in connection with the refinancing.
7A.[If the Loan is an acquisition loan or there is or will be a change in a total of 20 percent or more of the interests in the Borrower, the following paragraphs should be added.] All of the consideration given or received or to be given or received in connection with the acquisition of the Property or interests in the Borrower has been fully disclosed in Exhibit "B" to this Certificate.
8.The Property was purchased from ______
(the "Seller"). Neither the Borrower nor any shareholder who owns 10 percent or more of the shares of Borrower has or had, directly or indirectly (through a family member or otherwise), any interest in the Seller.
9.There are no UCC financing statements on file in the state of [name of state] naming the Borrower as the debtor. If there are any, they do not cover any personal property at the Property or such UCC financing statements relate solely to any loan which is to be paid off with the proceeds of the Loan.
10.Except as otherwise clearly and explicitly disclosed by the Borrower to the Lender in writing in the course of the transaction leading to the advance of the Loan, the Borrower has not acquired any tangible personal property used in connection with the Property (and, therefore, in which the Lender expects to have a UCC Security interest) other than from merchants selling those goods in transactions in the ordinary course of their business. If the Borrower acquired tangible personal property used in connection with the Project from a third party that was not a merchant in goods of that type (the Seller), the Borrower conducted UCC searches of the Seller and there were no UCC filings on file in the state of [name of state] naming the Seller as the debtor and covering the goods purchased from the Seller by the Borrower.
Date: ______
Name: ______
Title: ______
Fannie Mae DUS GuidePage 1
09/03/96