Secretary's Certificate with respect to resolutions of directors, incumbency of officers, bylaws and certified Articles of Incorporation

as to the incumbency and specimen signature of each officer of each Loan Party executing Amendment No. 2.

(x) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party or # that the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other document delivered in connection herewith provided on the Closing Date have not changed.

A certificate of the secretary of Borrower certifying # that there have been no changes in the certificate of incorporation or bylaws of Borrower since May 29, 2014 (or if changes have occurred, attaching the current certificate of incorporation and bylaws), # resolutions of its Board of Directors authorizing the execution, delivery of the Amendment and performance of the Amendment and the Credit Agreement, as amended hereby, and # to the extent modified from the incumbency and specimen signatures delivered to the Administrative Agent as of May 29, 2014, the incumbency and specimen signature of each of its officers authorized to sign this Amendment;

Buyer’s Closing Certificate. At the Closing, Buyer shall deliver to Seller a certificate of the Secretary or another officer of Buyer, dated the Closing Date, certifying as to the incumbency of the officer of Buyer executing the Transaction Documents.

a certificate (dated the date of this Agreement) of Borrower’s corporate secretary as to the incumbency and signatures of the officers of Borrower signing this Agreement, the Note, the Collateral Documents, and each other document to be delivered pursuant hereto;

Organic Documents; Incumbency. The Administrative Agent shall have received # a copy of each Organic Document of each Credit Party and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; # signature and incumbency certificates of the officers of such Person executing this Amendment; and # resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment.

Such limited liability company documents and other organizational documents as Buyer and Title Company shall reasonably require to evidence Seller's formation, existence and authority to consummate the sale of the Property and delivery of the Deed, the incumbency of officers and the like.

Agent shall have received a signature and incumbency certificate of the Responsible Officer with respect to Guarantor executing the Guaranty and the other Loan Documents not previously delivered to Agent to which Guarantor is a party, certified by a Responsible Officer with respect to Guarantor;

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Credit Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.1, the secretary or any assistant secretary of a DB1/ 97661265.5