Common use of Secretary’s Certificates Clause in Contracts

Secretary’s Certificates. The Agents shall have received: (i) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement as in effect on the Amendment No. 2 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (ii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Agreement, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

Secretary’s Certificates. The Agents shall have received: (i) a certificate dated the Amendment No. 2 1 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 1 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement as in effect on the Amendment No. 2 1 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (ii) a certificate dated the Amendment No. 2 1 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 1 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 1 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit AgreementClosing Date, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

Secretary’s Certificates. The Agents Administrative Agent shall have received, in the case of each Credit Party, a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Fourth Amendment Effective Date and certifying: (i) that attached thereto is a certificate dated the Amendment No. 2 Effective Date true and signed by an Authorized Officer complete copy of the Borrower, certifying bylaws (Aor limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Fourth Amendment Effective Date, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner member or equivalent) of the Borrower such Credit Party authorizing the execution, delivery and performance of this Amendment and the other Loan Credit Documents to be executed and delivered which such person is a party and, in connection herewiththe case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Fourth Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement as in effect on the Amendment No. 2 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and, (ii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (Aiii) that attached thereto is (A) a true and complete copy of resolutions duly adopted the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Board Secretary of Directors of such Loan Party State (or other similar official) of the jurisdiction of its managing general partnerorganization, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) a certificate as to the names good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party (other than Tidelands Oil Production Company, LLC) in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, and (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or officers authorized to sign this Amendment and the any other Loan Documents to be executed and document delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Agreement, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organizedParty.

Secretary’s Certificates. The Agents Administrative Agent shall have received: (i) 1. a certificate dated the Amendment No. 2 5 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 5 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each the Administrative Agent and each Lender party hereto may conclusively rely; and (C) copies of its certificate of limited partnership incorporation (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement bylaws as in effect on the Amendment No. 2 5 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (ii) 2. a certificate dated the Amendment No. 2 5 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 5 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each the Administrative Agent and each Lender party hereto may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 5 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Agreement, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

Secretary’s Certificates. The Agents Agent shall have received: (i) received a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of the Borrower, secretary or assistant secretary of (1) each of the Borrowers certifying (A) as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement and certifying that attached thereto is a true true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization, (ii) the Governing Documents of such Borrower as in effect on the date of such certifications, (iii) resolutions duly adopted by the managing general partner board of directors or comparable governing body of such Borrower authorizing, as applicable, the Borrower authorizing transactions contemplated hereunder and the execution, delivery and performance of this Amendment Agreement, and (iv) certificates as of a recent date of the good standing or active status, as applicable, of such Borrower under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such Borrower under the laws of each other Loan Documents jurisdiction where such Borrower is qualified to do business and where a failure to be executed and delivered in connection herewithso qualified would have a Material Adverse Effect, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B2) the names Master Property Manager certifying as to the incumbency and genuineness of the signature of each officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes Master Property Manager executing this Agreement and certifying that attached thereto is a true, correct and complete copy of this Amendment and such other Loan Documents and (i) the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently formation or comparable Governing Documents, if any, of Master Property Manager and all amendments thereto, certified as of a recent date by the Secretary appropriate Governmental Authority in Master Property Manager’s jurisdiction of State organization, (ii) the Governing Documents of the State of Delaware) and limited partnership agreement Master Property Manager as in effect on the Amendment No. 2 Effective Datedate of such certifications, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (iiiii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors or comparable governing body of such Loan Party (or its managing general partnerMaster Property Manager authorizing, managing member or equivalent) authorizing as applicable, the transactions contemplated hereunder and the execution, delivery and performance of this Amendment Agreement, and (iv) certificates as of a recent date of the good standing or active status, as applicable, of Master Property Manager under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of Master Property Manager under the laws of each other Loan Documents jurisdiction where Master Property Manager is qualified to do business and where a failure to be executed so qualified would have a Material Adverse Effect and delivered in connection herewith(3) each of the Guarantors certifying as to the incumbency and genuineness of the signature of each officer of such Guarantor executing this Agreement and certifying that attached thereto is a true, correct and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; complete copy of (Bi) the names certificate of the officer formation or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures comparable Governing Documents, if any, of such officer or officers Guarantor and specifying all amendments thereto, certified as of a recent date by the Authorized Officers permitted to act on behalf appropriate Governmental Authority in such Borrower’s jurisdiction of organization, (ii) the Governing Documents of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement Borrower as in effect on the Amendment No. 2 Effective Datedate of such certifications, recently certified (iii) resolutions duly adopted by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery board of directors or comparable governing body of such organizational documents pursuant to Section 7.1.1(b)(iii) Guarantor authorizing, as applicable, the transactions contemplated hereunder and the execution, delivery and performance of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit this Agreement, and that (iv) certificates as of a recent date of the good standing or active status, as applicable, of such organizational documents are in full force Guarantor under the laws of its jurisdiction of organization and effect), together with recently dated short-form certificates from as of a recent date of the appropriate state officials as to the continued existence and good standing of such Loan Party in Guarantor under the laws of each state other jurisdiction where organizedsuch Guarantor is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect.

Secretary’s Certificates. The Agents Revolving/TLA Administrative Agent shall have received: (i) 1. a certificate dated the Amendment No. 2 4 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 4 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each the Revolving/TLA Administrative Agent and each Lender party hereto may conclusively rely; and (C) copies of its certificate of limited partnership incorporation (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement bylaws as in effect on the Amendment No. 2 4 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (ii) 2. a certificate dated the Amendment No. 2 4 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 4 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each the Revolving/TLA Administrative Agent and each Lender party hereto may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 4 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Agreement, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

Secretary’s Certificates. The Agents Lender shall have received: received a signed certificate of the Secretary of Borrower and each Guarantor which shall certify (i) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer copies of the Borrower, certifying Articles of Incorporation (Aor other organizational document) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; Guarantor and (C) copies of its certificate of limited partnership (recently all amendments thereto, certified by the Secretary of State of the State state of Delawareincorporation (or other appropriate authority) and limited partnership agreement as in effect on the Amendment No. 2 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as within ten (10) days prior to the continued existence and good standing of the BorrowerLoan Closing; and (ii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each copy of the Loan Parties Bylaws of Borrower and each Guarantor and all amendments thereto certified by the Secretary of Borrower and such Guarantor as of the date of such certification; (other than the Borrower)iii) copies of resolutions, certifying (A) that attached thereto is a true and complete copy of resolutions duly as adopted by the Borrower's and each Guarantor's Board of Directors of such Loan Party (or its managing general partnerDirectors, managing member or equivalent) authorizing approving the execution, delivery and performance performance, as applicable, of this Amendment Agreement, the Debentures, the Mortgage the Subsidiary Guaranty and the other Loan Documents to be executed and delivered in connection herewithDocuments, and including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been modified, rescinded altered or amended repealed and are in full force and effect on the Amendment No. 2 Effective Dateeffect; (Biv) certificates of good standing (or other similar instrument) for Borrower and each Guarantor issued by the appropriate official of the state of incorporation of Borrower and such Guarantor and certificates of qualification and good standing for Borrower and each Guarantor issued by the appropriate official of each of the states for which Borrower and such Guarantor is required to be qualified to do business as a foreign corporation, dated within ten (10) days prior to Loan Closing; and (v) the names of the officer or officers of Borrower and each Guarantor authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and by such officer, together with the true signatures of each such officer or officer. It is herewith stipulated and agreed that the Lender may thereafter rely conclusively on the validity of this certificate as a representation of the officers of Borrower and specifying the Authorized Officers permitted Guarantors duly authorized to act on behalf of such Loan Party for purposes of this Amendment and such other with respect to the Loan Documents until such time as the Lender shall receive a further certificate of the Secretary or Assistant Secretary of Borrower or a Guarantor canceling or amending the prior certificate and submitting the true signatures of the officers thereupon authorized in such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Agreement, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organizedfurther certificate.

Secretary’s Certificates. The Agents Administrative Agent shall have received: received a certificate of the secretary or assistant secretary of (i) a certificate dated each of the Amendment No. 2 Effective Date Borrowers certifying as to the incumbency and signed by an Authorized genuineness of the signature of each Responsible Officer of the Borrower, such Borrower executing this Agreement and certifying (A) that attached thereto is a true true, correct and complete copy of (a) the organizational documents, if any, of such Borrower and all amendments thereto, to the extent applicable certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization and as in effect on the date of such certification, (b) resolutions duly adopted by the managing general partner of Borrower authorizing, as applicable, the Borrower authorizing transactions contemplated hereunder and the executionexecution and delivery of, delivery and performance of its obligations under, this Amendment Agreement and the other Loan Documents to be executed and delivered in connection herewithwhich it is a party, and that (c) certificates as of a recent date of the good standing or active status, as applicable, of such resolutions have not been modified, rescinded or amended and are in full force and effect on Borrower under the Amendment No. 2 Effective DateLaws of its jurisdiction of organization; (Bii) the names Limited Guarantor certifying as to the incumbency and genuineness of the signature of each officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes Limited Guarantor executing the Limited Guarantee, certifying that attached thereto is a true, correct and complete copy of this Amendment and such other Loan Documents and (a) the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently formation or comparable governing documents, if any, of the Limited Guarantor and all amendments thereto, certified as of a recent date by the Secretary appropriate Governmental Authority in the Limited Guarantor’s jurisdiction of State organization, (b) the governing documents of the State of Delaware) and limited partnership agreement Limited Guarantor as in effect on the Amendment No. 2 Effective Datedate of such certifications, together with recently dated certificates from (c) resolutions duly adopted by the Secretary board of State directors or comparable governing body of the State Limited Guarantor authorizing, as applicable, the transactions contemplated hereunder and the execution and delivery of, and performance of Delaware its obligations under, the Limited Guaranty, and (d) certificates as of a recent date of the good standing or active status, as applicable, of the Limited Guarantor under the laws of its jurisdiction of organization, and (iii) the Property Manager certifying as to the continued existence incumbency and good standing genuineness of the Borrower; and (ii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer signature of each officer of the Loan Parties (other than Property Manager executing the Borrower)Property Management Agreement, certifying (A) that attached thereto is a true true, correct and complete copy of (a) the certificate of formation or comparable governing documents, if any, of the Property Manager and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in the Property Manager’s jurisdiction of organization, (b) the governing documents of the Property Manager as in effect on the date of such certifications, (c) resolutions duly adopted by the Board board of Directors directors or comparable governing body of such Loan Party (or its managing general partnerthe Property Manager authorizing, managing member or equivalent) authorizing as applicable, the executiontransactions contemplated hereunder and the execution and delivery of, delivery and performance of this Amendment and its obligations under, the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Property Management Agreement, and that such organizational documents are in full force and effect), together with recently dated (d) certificates from as of a recent date of the appropriate state officials as to the continued existence and good standing or active status, as applicable, of such Loan Party in each state where organizedthe Property Manager under the laws of its jurisdiction of organization.

Secretary’s Certificates. The Agents A signed certificate of the Secretary of ------------------------ Borrower and each Subsidiary which shall have received: certify (i) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer copy of the BorrowerArticles of Incorporation of Borrower and all amendments thereto, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently certified by the Secretary of State of the State state of Delawareincorporation and dated within ten (10) days prior to Loan Closing, a copy of the Articles of Incorporation of each Subsidiary and limited partnership agreement as in effect on the Amendment No. 2 Effective Dateall amendments thereto, together with recently dated certificates from certified by the Secretary of State each such Subsidiary as of the State date of Delaware as to the continued existence and good standing of the Borrowersuch certification; and (ii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each copy of the Loan Parties Bylaws of Borrower and each Subsidiary and all amendments thereto certified by the Secretary of Borrower and each such Subsidiary as of the date of such certification; (other than the Borrower)iii) copies of resolutions, certifying (A) that attached thereto is a true and complete copy of resolutions duly as adopted by the Borrower's and each Subsidiary's Board of Directors of such Loan Party (or its managing general partnerDirectors, managing member or equivalent) authorizing approving the execution, delivery and performance performance, as applicable, of this Amendment Agreement, the Debentures, the Guaranties and the other Loan Documents to be executed and delivered in connection herewithDocuments, and including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been modified, rescinded altered or amended repealed and are in full force and effect on the Amendment No. 2 Effective Dateeffect; (Biv) certificates of good standing (or other similar instrument) for Borrower issued by the appropriate official of the state of incorporation of Borrower and certificates of qualification and good standing for Borrower issued by the appropriate official of each of the states for which Borrower is required to be qualified to do business as a foreign corporation, dated within ten (10) days prior to Loan Closing; and (v) the names of the officer or officers of Borrower authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and by such officer, together with the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures each of such officers, . It is herewith stipulated and agreed that the Lenders may thereafter rely conclusively on which each Agent the validity of this certificate as a representation of the officers of Borrower and each Lender may conclusively rely; and (C) copies of its organizational documents, including its Subsidiary duly authorized to act with respect to the Loan Documents until such time as the Lenders shall receive a further certificate of incorporation, bylaws, the Secretary or Assistant Secretary of Borrower and each Subsidiary canceling or amending the prior certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on submitting the Amendment No. 2 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) signatures of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Agreement, and that officers thereupon authorized in such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organizedfurther certificate.

Secretary’s Certificates. The Agents Administrative Agent shall have received: (i) a certificate dated the Amendment No. 2 1 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 1 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent the Administrative Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership incorporation (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement bylaws as in effect on the Amendment No. 2 1 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (ii) a certificate dated the Amendment No. 2 1 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 1 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent the Administrative Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 1 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit AgreementClosing Date, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

Secretary’s Certificates. The Agents Administrative Agent shall have received: (i) a certificate dated the Amendment No. 2 4 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 4 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent the Administrative Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership incorporation (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement bylaws as in effect on the Amendment No. 2 4 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (ii) a certificate dated the Amendment No. 2 4 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 4 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent the Administrative Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 4 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Agreement, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

Secretary’s Certificates. The Administrative Agents shall have received: (i) a certificate dated the Amendment No. 2 1 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewithherewith and the borrowings of the Initial Term A Loans and Initial Term B Loans on the Amendment No. 1 Effective Date, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 1 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership incorporation (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement bylaws as in effect on the Amendment No. 2 1 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (ii) a certificate dated the Amendment No. 2 1 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 1 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 1 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit AgreementClosing Date, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

Secretary’s Certificates. The Administrative Agents shall have received: (i) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Administrative Agent and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership incorporation (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement bylaws as in effect on the Amendment No. 2 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (ii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Administrative Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Agreement, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

Secretary’s Certificates. The Agents Administrative Agent shall have received: (i) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of the Borrower, certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent the Administrative Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently certified by the Secretary of State of the State of Delaware) and limited partnership agreement as in effect on the Amendment No. 2 Effective Date, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (ii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent the Administrative Agent, the Issuing Lenders, and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit AgreementClosing Date, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

Secretary’s Certificates. The Agents A signed certificate of the Secretary of Borrower which shall have received: certify (i) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer copies of the Borrower, certifying Articles of Incorporation (Aor other organizational document) that attached thereto is a true and complete copy of resolutions duly adopted by the managing general partner of the Borrower authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed and delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; Subsidiary and (C) copies of its certificate of limited partnership (recently all amendments thereto, certified by the Secretary of State of the State state of Delawareincorporation (or other appropriate authority) and limited partnership agreement as in effect on dated within ten (10) days prior to Loan Closing, a copy of the Amendment No. 2 Effective DateArticles of Incorporation (or other organizational document) of each Subsidiary and all amendments thereto, together with recently dated certificates from certified by the Secretary of State Borrower as of the State date of Delaware as to the continued existence and good standing of the Borrowersuch certification; and (ii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each copy of the Loan Parties Bylaws of Borrower and each Subsidiary and all amendments thereto certified by the Secretary of Borrower and each such Subsidiary as of the date of such certification; (other than the Borrower)iii) copies of resolutions, certifying (A) that attached thereto is a true and complete copy of resolutions duly as adopted by the Borrower's and each Subsidiary's Board of Directors of such Loan Party (or its managing general partnerDirectors, managing member or equivalent) authorizing approving the execution, delivery and performance performance, as applicable, of this Amendment Agreement, the Debentures, the Guaranties and the other Loan Documents to be executed and delivered in connection herewithDocuments, and including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been modified, rescinded altered or amended repealed and are in full force and effect on the Amendment No. 2 Effective Dateeffect; (Biv) certificates of good standing (or other similar instrument) for Borrower and each Subsidiary issued by the appropriate official of the state of incorporation of Borrower and each Subsidiary and certificates of qualification and good standing for Borrower and each Subsidiary issued by the appropriate official of each of the states for which Agreement (Continued) -------------------------------------------------------------------------------- Borrower and each Subsidiary is required to be qualified to do business as a foreign corporation, dated within ten (10) days prior to Loan Closing; and (v) the names of the officer or officers of Borrower and each Subsidiary authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and by such officer, together with the true signatures of each such officer or officer. It is herewith stipulated and agreed that the Lender may thereafter rely conclusively on the validity of this certificate as a representation of the officers of Borrower and specifying the Authorized Officers permitted each Subsidiary duly authorized to act on behalf of such Loan Party for purposes of this Amendment and such other with respect to the Loan Documents until such time as the Lender shall receive a further certificate of the Secretary or Assistant Secretary of Borrower and each Subsidiary canceling or amending the true prior certificate and submitting the signatures of the officers thereupon authorized in such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Amendment No. 2 Effective Date, recently certified by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery of such organizational documents pursuant to Section 7.1.1(b)(iii) of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit Agreement, and that such organizational documents are in full force and effect), together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organizedfurther certificate.

Secretary’s Certificates. The Agents Agent shall have received: (i) received a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of the Borrower, secretary or assistant secretary of (1) each of the Borrowers certifying (A) as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement and certifying that attached thereto is a true true, correct and complete copy of • the certificate of formation or comparable Governing Documents, if any, of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization, • the Governing Documents of such Borrower as in effect on the date of such certifications, • resolutions duly adopted by the managing general partner board of directors or comparable governing body of such Borrower authorizing, as applicable, the Borrower authorizing transactions contemplated hereunder and the execution, delivery and performance of this Amendment Agreement, and • certificates as of a recent date of the good standing or active status, as applicable, of such Borrower under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such Borrower under the laws of each other Loan Documents jurisdiction where such Borrower is qualified to do business and where a failure to be executed and delivered in connection herewithso qualified would have a Material Adverse Effect, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B2) the names Master Property Manager certifying as to the incumbency and genuineness of the signature of each officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes Master Property Manager executing this Agreement and certifying that attached thereto is a true, correct and complete copy of this Amendment and such other Loan Documents and (i) the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently formation or comparable Governing Documents, if any, of Master Property Manager and all amendments thereto, certified as of a recent date by the Secretary appropriate Governmental Authority in Master Property Manager’s jurisdiction of State organization, (ii) the Governing Documents of the State of Delaware) and limited partnership agreement Master Property Manager as in effect on the Amendment No. 2 Effective Datedate of such certifications, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (iiiii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors or comparable governing body of such Loan Party (or its managing general partnerMaster Property Manager authorizing, managing member or equivalent) authorizing as applicable, the transactions contemplated hereunder and the execution, delivery and performance of this Amendment Agreement, and (iv) certificates as of a recent date of the good standing or active status, as applicable, of Master Property Manager under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of Master Property Manager under the laws of each other Loan Documents jurisdiction where Master Property Manager is qualified to do business and where a failure to be executed so qualified would have a Material Adverse Effect and delivered in connection herewith(3) each of the Guarantors certifying as to the incumbency and genuineness of the signature of each officer of such Guarantor executing this Agreement and certifying that attached thereto is a true, correct and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; complete copy of (Bi) the names certificate of the officer formation or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures comparable Governing Documents, if any, of such officer or officers Guarantor and specifying all amendments thereto, certified as of a recent date by the Authorized Officers permitted to act on behalf appropriate Governmental Authority in such Borrower’s jurisdiction of organization, (ii) the Governing Documents of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement Borrower as in effect on the Amendment No. 2 Effective Datedate of such certifications, recently certified (iii) resolutions duly adopted by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery board of directors or comparable governing body of such organizational documents pursuant to Section 7.1.1(b)(iii) Guarantor authorizing, as applicable, the transactions contemplated hereunder and the execution, delivery and performance of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit this Agreement, and that (iv) certificates as of a recent date of the good standing or active status, as applicable, of such organizational documents are in full force Guarantor under the laws of its jurisdiction of organization and effect), together with recently dated short-form certificates from as of a recent date of the appropriate state officials as to the continued existence and good standing of such Loan Party in Guarantor under the laws of each state other jurisdiction where organizedsuch Guarantor is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect.

Secretary’s Certificates. The Agents Agent shall have received: (i) received a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of the Borrower, secretary or assistant secretary of (1) each of the Borrowers certifying (A) as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement and certifying that attached thereto is a true true, correct and complete copy of the certificate of formation or comparable Governing Documents, if any, of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization, the Governing Documents of such Borrower as in effect on the date of such certifications, resolutions duly adopted by the managing general partner board of directors or comparable governing body of such Borrower authorizing, as applicable, the Borrower authorizing transactions contemplated hereunder and the execution, delivery and performance of this Amendment Agreement, and certificates as of a recent date of the good standing or active status, as applicable, of such Borrower under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such Borrower under the laws of each other Loan Documents jurisdiction where such Borrower is qualified to do business and where a failure to be executed and delivered in connection herewithso qualified would have a Material Adverse Effect, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; (B2) the names Master Property Manager certifying as to the incumbency and genuineness of the signature of each officer or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes Master Property Manager executing this Agreement and certifying that attached thereto is a true, correct and complete copy of this Amendment and such other Loan Documents and (i) the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its certificate of limited partnership (recently formation or comparable Governing Documents, if any, of Master Property Manager and all amendments thereto, certified as of a recent date by the Secretary appropriate Governmental Authority in Master Property Manager’s jurisdiction of State organization, (ii) the Governing Documents of the State of Delaware) and limited partnership agreement Master Property Manager as in effect on the Amendment No. 2 Effective Datedate of such certifications, together with recently dated certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the Borrower; and (iiiii) a certificate dated the Amendment No. 2 Effective Date and signed by an Authorized Officer of each of the Loan Parties (other than the Borrower), certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors or comparable governing body of such Loan Party (or its managing general partnerMaster Property Manager authorizing, managing member or equivalent) authorizing as applicable, the transactions contemplated hereunder and the execution, delivery and performance of this Amendment Agreement, and (iv) certificates as of a recent date of the good standing or active status, as applicable, of Master Property Manager under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of Master Property Manager under the laws of each other Loan Documents jurisdiction where Master Property Manager is qualified to do business and where a failure to be executed so qualified would have a Material Adverse Effect and delivered in connection herewith(3) each of the Guarantors certifying as to the incumbency and genuineness of the signature of each officer of such Guarantor executing this Agreement and certifying that attached thereto is a true, correct and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date; complete copy of (Bi) the names certificate of the officer formation or officers authorized to sign this Amendment and the other Loan Documents to be executed and delivered in connection herewith and the true signatures comparable Governing Documents, if any, of such officer or officers Guarantor and specifying all amendments thereto, certified as of a recent date by the Authorized Officers permitted to act on behalf appropriate Governmental Authority in such Borrower’s jurisdiction of organization, (ii) the Governing Documents of such Loan Party for purposes of this Amendment and such other Loan Documents and the true signatures of such officers, on which each Agent and each Lender may conclusively rely; and (C) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement Borrower as in effect on the Amendment No. 2 Effective Datedate of such certifications, recently certified (iii) resolutions duly adopted by the appropriate state official where such documents are filed in a state office (or, in the alternative, certifying that such organizational documents have not been amended since the latest delivery board of directors or comparable governing body of such organizational documents pursuant to Section 7.1.1(b)(iii) Guarantor authorizing, as applicable, the transactions contemplated hereunder and the execution, delivery and performance of the Credit Agreement or pursuant to a condition precedent to effectiveness of an amendment to the Credit this Agreement, and that (iv) certificates as of a recent date of the good standing or active status, as applicable, of such organizational documents are in full force Guarantor under the laws of its jurisdiction of organization and effect), together with recently dated short-form certificates from as of a recent date of the appropriate state officials as to the continued existence and good standing of such Loan Party in Guarantor under the laws of each state other jurisdiction where organizedsuch Guarantor is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect.