Seller’s Closing Certificate. At the Closing, Seller shall deliver to Buyer a certificate of the Secretary or another officer of Seller, dated the Closing Date, certifying as to # the incumbency of the officers of Seller executing the Transaction Documents and # the attached copies of Seller’s organizational documents and resolutions adopted by Seller’s Board of Directors authorizing the execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby.

Buyer’s Closing Certificate. At the Closing, SellerBuyer shall deliver to BuyerSeller a certificate of the Secretary or another officer of Seller,Buyer, dated the Closing Date, certifying as to # the incumbency of the officersofficer of SellerBuyer executing the Transaction Documents and # the attached copies of Seller’s organizational documents and resolutions adopted by Seller’s Board of Directors authorizing the execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby.Documents.

On or prior to the Closing, Seller shall deliverhave delivered or caused to be delivered to Buyer a certificate ofexecuted by the Secretarysecretary or another officeran assistant secretary of Seller, as applicable, dated as of the Closing Date, certifying as to# the effectiveness of the resolutions of Seller’s general partner approving execution and delivery of this Agreement and the documents and instruments delivered hereunder and the transactions contemplated hereby and thereby and # the incumbency and signatures of theeach officers of Seller (or its general partner) executing the Transaction Documents and # the attached copies of Seller’s organizational documents and resolutions adopted by Seller’s Board of Directors authorizing the execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby.any such document or instrument.