Fill and Sign the Loan Agreement the Borrower Identified on the Signature Form

FORM OF SECRETARY'S CERTIFICATE OF RESOLUTIONS 1 SECRETARY'S CERTIFICATE OF RESOLUTIONS {{{39/SECRETARY OF BORROWER}}}, Secretary of {{{31/BORROWER}}}, {{{40/TYPE OF BORROWER}}} (the "Borrower "), hereby certifies to {{{1/LENDER}}} (the "Lender "), {{{9/TYPE OF LENDER}}}, as follows: Resolutions . At a meeting of the Board of Directors of the Borrower, duly and regularly held, in accordance with the Corporate Documents, on {{{42/DATE OF BORROWER'S BOARD MEETING APPROVING LOAN}}}, at which a quorum (as prescribed by law and the Corporate Documents) was present and voting throughout, the following resolutions were unanimously adopted. Such resolutions have not been revoked, cancelled, annulled or amended in any manner, and are in full force and effect on the date of this Certificate: Resolutions of {{{31/BORROWER}}} "WHEREAS {{{31/BORROWER}}}, {{{40/TYPE OF BORROWER}}} (the "Borrower ") has applied to {{{1/LENDER}}}, {{{9/TYPE OF LENDER}}} (the "Lender ") for a loan by the Lender to the Borrower in the original principal amount of ${{{19/AMOUNT OF LOAN}}} (the "Loan "). The maturity date for the Loan is {{{25/MATURITY DATE}}}. Interest on the Loan is paid as follows: {{{24/INTEREST PAYMENT SCHEDULE}}}. The principal amount of the Loan is paid as follows: {{{26/PRINCIPAL REPAYMENT SCHEDULE}}}. The Loan is secured by, among other things, a {{{57/PRIORITY OF LENDER'S LIEN}}} mortgage against the property located at {{{53/ADDRESS OF REAL ESTATE}}} (the "Real Estate "). "WHEREAS there has been submitted to this meeting execution counterparts (or drafts) of the loan documents described in Schedule A attached to these resolutions (the "Loan Documents ") to be executed and delivered by the Borrower in connection with the Loan. "NOW, THEREFORE, be it: "RESOLVED that any and all acts of the officers of the Borrower, on or before the date of this meeting, in connection with the Loan and all other transactions referred to in the 1 See § 6.03[41] of the main text of this book for more details regarding the form of secretary's certificate of resolutions and related documents. preceding recitals are hereby in each and every respect ratified, confirmed, adopted and approved as the acts of the Borrower."RESOLVED that the Borrower agrees to borrow the Loan from the Lender, which will be evidenced, secured and advanced pursuant to the Loan Documents. "RESOLVED that the Borrower execute and deliver the Loan Documents and such other documents, instruments and certificates as may be requested by the Lender to evidence or secure the Loan. "RESOLVED that {{{35/BORROWER'S REPRESENTATIVE}}}, the {{{36/TITLE OF BORROWER'S REPRESENTATIVE}}} of the Borrower (or such other officer or officers as may be designated by such officer) be, and hereby is, authorized: 1) to execute, acknowledge, and deliver, on behalf of the Borrower, (A) the Loan Documents, with such changes as {{{35/BORROWER'S REPRESENTATIVE}}} (or such other officer or officers designated by such officer) shall deem appropriate, and (B) such other and further documents, instruments and certificates as may be requested by the Lender to evidence or secure the Loan or to consummate the closing of the Loan or to authorize or perform any action relating to the Loan or required pursuant to the Loan Documents, which documents, instruments, and certificates may contain such terms and provisions as {{{35/BORROWER'S REPRESENTATIVE}}} (or such other officer or officers designated by such officer) shall deem appropriate, and (2) to do such other acts and things as may be necessary and appropriate and consistent with carrying out the intent and purposes of this and the foregoing resolutions. The execution and delivery of any of the foregoing documents by any such officer, or the doing of any act or thing by any such officer, being conclusive evidence as to the appropriateness thereof and as to the authority of such officer of the Borrower to execute and to deliver any such document, and do any such act and thing, on behalf of the Borrower. "RESOLVED that {{{39/SECRETARY OF BORROWER}}}, the Secretary of the Borrower (or any Assistant Secretary designated by {{{39/SECRETARY OF BORROWER}}}) be, and hereby is, authorized to attest or witness the execution of any document authorized by the foregoing resolutions and to sign and affix the seal of the Borrower to certificates (if required by the Lender) and such other documents and instruments as may be necessary or appropriate." Current Incumbents . The following persons have been duly elected to the offices set forth to the right of their respective names, and are the incumbents in such offices on the date of this Certificate:Name Signature Office {{{35/BORROWER'S REPRESENTATIVE}}} ___________________ {{{36/TITLE OF BORROWER'S REPRESENTATIVE}}} {{{39/SECRETARY OF BORROWER}}}___________________ Secretary Shareholders' Consent Not Required . The consent or approval of the shareholders of the Borrower is not required by the Corporate Documents of the Borrower for the execution, delivery, and performance by the Borrower of the Loan Documents, or any other instrument or document authorized by the foregoing resolutions. Organizational Documents; Good Standing . The certificate of incorporation of the Borrower, and all amendments thereto, were duly filed in the Office of the Secretary of State of the State of {{{41/BORROWER'S STATE OF FORMATION}}}. A true, correct, and complete copy of each of the following documents is annexed to this Certificate: (i) the certificate of incorporation of the Borrower and each amendment or restatement thereof, in the same form as each such certificate, amendment or restatement was filed with such Secretary of State, (ii) the filing receipt for each such filing, (iii) each other filing (with such Secretary of State or with any other governmental unit which supervises the organization, good standing, continued existence, or qualification to do business of corporations) by, on behalf of, or relating to, the Borrower, and (iv) the by- laws of the Borrower, and all amendments thereto and modifications thereof (such certificate of incorporation, by- laws and other filings being called the "Corporate Documents "). On the date of this Certificate the Borrower is validly existing and in good standing under the laws of the State of {{{41/BORROWER'S STATE OF FORMATION}}}. If the Borrower was not organized in State of {{{56/STATE IN WHICH REAL ESTATE IS LOCATED}}}, then the Borrower has duly qualified to do business in such state, and a copy of the filing which officially qualifies the Borrower to do business in such state is also annexed to this Secretary's Certificate. No Defaults Or Liens . The execution, delivery, and performance by the Borrower of the Loan Documents, and each other instrument or document authorized by the foregoing resolutions, as well as the consummation of the transactions authorized thereby, will not (a) conflict with, or result in a breach of, or default under, (I) any of the terms, conditions or provisions of the Corporate Documents, or (II) any law, regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the Borrower, or to any officer, director or shareholder of the corporation, or (III) any agreement or instrument to which the Borrower or any portion of its property is subject, or (b) result in the creation or imposition of any lien, or charge or encumbrance of any nature whatsoever upon any property of the Borrower or the Borrower, except to the extent created by the Loan Documents.IN WITNESS WHEREOF, this Certificate has been signed by the undersigned, as Secretary of the Borrower, being duly authorized to do so, on {{{28/DATE OF ORIGINAL LOAN CLOSING}}}. ___________________________________________ {{{39/SECRETARY OF BORROWER}}} Secretary Sworn to before me on {{{28/DATE OF ORIGINAL LOAN CLOSING}}} __________________________ Notary Public SCHEDULE A Loan Documents