Partnership Certificates. The General Partner may prepare and deliver to each Partner a certificate to evidence such Partner’s interest in the Partnership (a “Partnership Certificate”), which certificate shall set forth the Partner’s Percentage Interest as of the date of issuance of the certificate. Each such certificate shall evidence a Partner’s interest only as of the date of issuance, shall be non-transferable and non-negotiable and shall be subject to the terms of this Agreement, which shall govern with respect to such Partner’s Percentage Interest from time to time and the rights and obligations of such Partner.

Partnership Certificates. The Interest of each Partner in the Partnership shall be recorded on the books of the Partnership and may, but shall not be required to, be evidenced by the issuance of written certificates evidencing such Interest, which may be in such form in the form attached hereto as Exhibit A. Any such written certificate evidencing an Interest shall be executed by the General Partner of the Partnership. The Partnership hereby irrevocably elects that all Interests in the Partnership shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts. Each certificate evidencing an Interest in the Partnership shall bear the following legend: “The Interest represented by this Certificate is a security within the meaning of and governed by Article 8 of the Massachusetts Uniform Commercial Code.” (b) Exhibit A attached hereto is hereby added as Exhibit A to the LP Agreement.

Partnership Certificates. Limited Partnership Certificates ------------------------ ("Certificates") may be issued to evidence interests in Limited Partnership Interests, to the extent the General Partners determine such Certificates to be advisable. While such Certificates may serve as evidence of Limited Partnership Interests, the presence or absence of a Certificate representing a Limited Partnership Interest shall not adversely affect the right of any Limited Partner. The records of the Partnership shall be conclusive as to the identity and Percentage Interests of the Limited Partners. If issued, each certificate shall be signed by authorized officers of the General Partners. Certificates shall be in such form as the General Partners shall deem appropriate and not inconsistent with law. In case any Certificate is lost, stolen, mutilated or destroyed, the General Partners may authorize the issuance of a new Certificate in place thereof upon such terms and conditions as the General Partners deem advisable. In the event that a Limited Partnership Interest evidenced by a Certificate is adjusted pursuant to Article III hereof, the Percentage Interest of the Limited Partner shown on such Certificate shall be adjusted accordingly, and upon surrender of such Certificate, a new Certificate evidencing the adjusted Limited Partnership Interest may be issued to the extent the General Partners determine a new Certificate to be advisable.

Partnership Certificates. In the discretion of the General Partner, the Partnership may issue certificates to the Partners which evidence the Partner’s interest in the Partnership. Such certificates shall bear such legends, including those regarding restrictions on transfer in this Agreement, any applicable agreement to which the Partnership is a party or bound and appropriate securities laws, all as determined by the General Partner. The General Partner may direct a new certificate to be issued in place of any certificate previously issued by the Partnership alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the General Partner may, in its sole discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate to give the Partnership a bond sufficient to indemnify the Partnership against any claim that may be made against the Partnership on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Partnership Certificates. The original Certificate of Limited Partnership Interest of the Subsidiary issued to LP Seller and designated certificate no. 1 together with an executed original transfer power in blank and the original Certificate of General Partnership Interest of the Subsidiary issued to GP Seller and designated certificate no. 1 together with an executed original transfer power in blank.

Partnership Certificates. Acquirer will promptly file new ------------------------ partnership certificates for Codina/Tradewind, Ltd., Codina/Tradewind No. 4, Ltd. and Raha Associates, Ltd. reflecting the withdrawal of Contributors and the admission of Acquirer and Acquirer's designated affiliate. Upon the closing of the sale described in Section 5.1 hereof, Acquirer will file new partnership certificates for Codina/Tradewind No. 5, Ltd. and Raha Associates II, Ltd. reflecting the withdrawal of Contributors, the Raha II Corporation and the Codina No. 5 Corporation and the admission of Acquirer and Acquirer's designated affiliate.

Related to Partnership Certificates

Membership Certificates This LLC shall be authorized to obtain and issue certificates representing or certifying membership interests in this LLC. Each certificate shall show the name of the LLC, the name of the member, and state that the person named is a member of the LLC and is entitled to all the rights granted members of the LLC under the Articles of Organization, Certificate of Formation or a similar organizational document, this operating agreement and provisions of law. Each membership certificate shall be consecutively numbered and signed by one or more officers of this LLC. The certificates shall include any additional information considered appropriate for inclusion by the members on membership certificates. In addition to the above information, all membership certificates shall bear a prominent legend on their face or reverse side stating, summarizing or referring to any transfer restrictions that apply to memberships in this LLC under the Articles of Organization, Certificate of Formation or a similar organizational document and/or this operating agreement, and the address where a member may obtain a copy of these restrictions upon request from this LLC. The records book of this LLC shall contain a list of the names and addresses of all persons to whom certificates have been issued, show the date of issuance of each certificate, and record the date of all cancellations or transfers of membership certificates.
Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.
Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.
Ownership Certificates for Tax Purposes The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.
The Trust Certificates The Trust Certificates shall represent in the aggregate a 100% Percentage Interest in the Trust. On the date hereof, the Depositor or its designee shall be the sole Certificateholder of each of the Trust Certificates and each of the Trust Certificates shall be registered, upon initial issuance, in the name of the Depositor or its designee. The Trust Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Owner Trustee, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. A transferee of a Trust Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.
Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.
Beneficial Ownership Certification The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.
Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership, L.P., as amended from time to time.
Trust Certificates The Trustee hereby acknowledges receipt, on or prior to the Closing Date, of: (a) the Underlying Securities set forth on Schedule I hereto; and (b) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Standard Terms.
Trust Certificates and Transfer of Interests Section 3.01

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