The URL can be used to link to this page

Home My WebLink AboutWritten ConsentWRITTEN CONSENT OF THE GENERAL PARTNER OF AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP March31, 2010 The undersigned, being the sole general partner (the "General Partner") of American Campus Communities Operating Partnership LP, a Maryland limited partnership (the "Partnership"), does hereby consent, pursuant to the Amended and Restated Agreement of Limited Partnership of the Partnership, to and approves and adopts the following resolutions to the same extent and to have the same force and effect as if such actions had been authorized and taken at a formal special meeting duly convened and held on the above date and as if the General Partner was present in person at such meeting and voted in favor thereof: RESOLVED, that with respect to the General Partner and each of the entities identified on Schedule I attached hereto (each of which is a direct or indirect subsidiary of the Partnership or an entity that is managed by a direct or indirect subsidiary of the Partnership), the following persons be, and each of them hereby is, elected to the office set forth opposite his name to serve at the pleasure of the General Partner and until his successor has been duly elected and qualified: William C. Bayless, Jr. President Jonathan A. Graf Vice President, Secretary and Treasurer Greg A. Dowell Vice President William W. Talbot Vice President Daniel B. Perry Vice President [Signature Page Follows] I DAL:0507424/00000:1904843v3 ll-5K IN WITNESS WHEREOF, the undersigned has executed this Written Consent to be effective as of the date fast written above. GENERAL PARTNER: AMERICAN CAMPUS COMMUNITIES HOLDINGS LLC By: AMERICAN CAMPUS COMMUNITIES, INC., its sole member By: Jan an A. Graf Executive Vice President, Chief Financial Officer, Secretary and Treasurer 2 DAL:0507424/00000:1904843v3 SCHEDULE 1 Subsidiaries ACC OF Acquisitions LLC ACC OP Development LLC Property Acquisition Group LLC Royal ACC Operations LLC ACC OP Development (ASU) LLC ACC OP (ASU BHC) LLC ACC OP UC I -Tallahassee LLC ACC OF UC H - Tallahassee LLC ACC OF CC I -Tallahassee LLC ACC OP CC U - Tallahassee LLC ACC OP UC - Gainesville LLC Courtyard by Pyramid Properties, LLC Courtyard by Pyramid Properties Annex, LLC Newtown Crossing II, LLC ACC OP (Pirates Place) LLC University Residences at Westwood II, LLC LeForge Station II, LLC ACC OP ASU SCRC LLC ACC OP Development GP LLC ACC OP (Village at Gainesville) Manager LLC ACC OP (Village at Gainesville) LLC ACC OP (Cityparo) GP LLC ACC OP -Royal Orlando 3, LLC ACC OP -Royal Orlando 1, LLC ACC OP -Royal. Tallahassee 3, LLC ACC OP -Royal Tallahassee 1, LLC ACC OP -Royal Tallahassee II 3, LLC ACC OP -Royal Tallahassee 111, LLC ACC OP -Royal Tallahassee III 3, LLC ACC OP -Royal Tallahassee 1111, LLC ACC OP -Gainesville 3, LLC ACC OP -Royal Gainesville 1, LLC ACC OP -Royal Lexington 3, LLC ACC OP -Royal Lexington 1, LLC ACC OP -Tucson Entrada Real 3, LLC ACC OP -Royal Tuscon Entrada Real 1, LLC ACC OF (Hampton Roads) LLC Homeport Hampton Roads, LLC Hampton Roads, PPV, LLC ACC OF Chestnut Ridge LLC 4460 Chestnut Ridge Road, LLC ACC OP Sweet Home LLC 1772 Sweet Home Road, LLC ACC OP (Village at Newark) LLC Village at Newark Urban Renewal, LLC ACC OP (Callaway Villas) GP LLC RAP Student Housing Properties, LLC RFG Capital Group, LLC American Campus Communities Services, hie. RFG CMP ACT LLC SHP-ACT, LLC ACT -University Village at Boulder Creek Manager, LLC ACT -University Village at Boulder Creek LLC American Campus -Titan LLC ACT -Village at Fresno State, LLC Titan Investments II LLC American Campus -Titan II LLC RSVP -ACT LLC ACT -Village at Temple, LLC ACC OP Management LLC ACC OP Management GP LLC ACC (Woods at Greenland) GP LLC ACC (Raiders Crossing) GP LLC ACC (Outpost San Marcos) GP, LLC ACC (Outpost San Antonio) GP, LLC ACC (Raiders Pass) GP, LLC ACC (Aggie Station) OP, LLC RFG-CMP Riverclub LLC SHP-Riverclub LLC RFG-CMP Riverwalk LLC SHP-Riverwalk LLC RFG-CMP The Village at Alafaya Club, LLC SHP-The Village at Alafaya Club LLC RFG-CMP Village at Science Drive, LLC SHP-The Village at Science Drive, LLC RFG-CMP The Village at Blacksburg LLC SHP-The Village at Blacksburg LLC RFG-CMP Commons on Apache LLC SHP-Commons on Apache, LLC RFG-The Callaway Land, LLC SHP-The Callaway Land GP, LLC RFG-CMP The Callaway House, LLC SHP-The Callaway House GP, LLC ACC Communities, LLC GMH Communities Services, Inc. College Park Management TRS, Inc. GMH Communities GP Trust College Park Investments, LLC College Park Management, LLC 353 Associates GP LLC Southeast Region II, LLC Abbott Road Associates Intermediate, LLC Abbott Road Associates, LLC New Center Drive Associates Intermediate, LLC New Center Drive Associaters, LLC Southern Eagle Associates Intermediate, LLC Southern Eagle Associates, LLC Campus Club Associates Intermediate, LLC Campus Club Associates, LLC Clarizz Boulevard Associates Intermediate, LLC Clarizz Boulevard Associates, LLC Seminole Ridge Associates Intermediate, LLC Seminole Ridge Associates, LLC Campus View Drive Associates Intermediate, LLC Campus View Drive Associates, LLC Southeast Region I Intermediate, LLC Southeast Region I, LLC. Racine Drive Associates Intermediate, LLC Racine Drive Associates, LLC Keller Boulevard Associates Intermediate, LLC Keller Boulevard Associates, LLC Washington Avenue Associates Intermediate, LLC Washington Avenue Associates, LLC Brown Road Associates Intermediate, LLC Brown Road Associates, LLC Woodhaven Circle Associates Intermediate, LLC Woodhaven Circle Associates, LLC Woodhaven Circle Associates H Intermediate, LLC Woodhaven Circle Associates II, LLC Lakeside Associates Intermediate, LLC Lakeside Associates, LLC Peach Grove Associates Intermediate, LLC Peach Grove Associates, LLC Neff Avenue Associates Intermediate, LLC Neff Avenue Associates, LLC Riverbend Associates Intermediate, LLC Riverbend Associates, LLC Port Republic Associates Intermediate, LLC The Commons 11, LLC Bowling Green Associates Intermediate, LLC Bowling Green Associates, LLC Reno Associates Intermediate, LLC Reno Associates, LLC Monks Road Associates Intermediate, LLC Monks Road Associates, LLC Third Street Associates Intermediate, LLC Third Street Associates, LLC Greenville Associates Intermediate, LLC Greenville Associates, LLC Sterling Way Associates Intermediate, LLC Sterling Way Associates; LLC Twenty Seventh Street Associates Intermediate, LLC Twenty Seventh Street Associates, LLC Lanier Drive Associates Intermediate, LLC Lanier Drive Associates, LLC Lubbock Two Associates Intermediate, LLC Lubbock Two Associates, LLC Lubbock Main Street Associates Intermediate, LLC Lubbock Main Street Associates, LLC Sycamore Avenue Associates Intermediate, LLC Sycamore Avenue Associates, LLC Alexander Road Associates Intermediate, LLC Alexander Road Associates, LLC Pegasus Connection Associates Intermediate, LLC Pegasus Connection Associates, LLC Lynchburg Associates Intermediate, LLC Lynchburg Associates, LLC Croyden Avenue Associates Intermediate, LLC Croyden Avenue Associates, LLC Nebraska Charleston Associates Intermediate, LLC Nebraska Charleston Associates, LLC Southeast Region IV, LLC Southeast Region IV Intermediate, LLC Brookstone Drive Associates Intermediate, LLC Brookstone Drive Associates, LLC Silo Court Associates Intermediate, LLC Silo Court Associates, LLC South Carolina Associates Intermediate, LLC South Carolina Associates, LLC Lankford Drive Associates Intermediate, LLC Lankford Drive Associates, LLC Lankford Drive Associates Intermediate 11, LLC Landford Drive Associates II, LLC Palisades Drive Associates Intermediate, LLC Palisades Drive Associates, LLC Burbank Drive Associates Intermediate III, LLC Burbank Drive Associates H, LLC 12th Street Associates Intermediate, LLC 12th Street Associates, LLC Oak Tree Associates Intermediate, LLC Oak Tree Associates, LLC Rutherford Boulevard Associates Intermediate, LLC Rutherford Boulevard Associates Intermediate II, LLC Rutherford Boulevard Associates, LLC Willownee Associates I Intermediate, LLC Willowtree Associates I Intermediate Non -Managing, LLC Willowtree Associates I, LLC Willowtree Associates H Intermediate, LLC Willowtree Associates II Intermediate Non -Managing, LLC Willowtree Associates II, LLC Burbank Drive Associates Intermediate, LLC Burbank Drive Associates Intermediate II, LLC Burbank Drive Associates, LLC Montezuma Road Associates Intermediate, LLC La Riviera Drive Associates, LLC GH University Crossings Associates GP, LLC GH 3175 JFK Associates GP, LLC ACC/GF III, LLC GMH/GF II Student Housing Associates II, LLC GMH/GF Campus Edge Associates Intermediate, LLC GMH/GF Campus Edge Associates, LLC GMH/GF Varsity Lane Associates Intermediate, LLC GMH/GF Varsity Lane Associates, LLC GMH/GF University Walk Associates Intermediate, LLC GMH/GF University Walk Associates, LLC GMH/GF Morgantown Associates Intermediate, LLC GMH/GF Morgantown Associates, LLC GMH/GF Knotty Pine Associates Intermediate, LLC GMH/GF Knotty Pine Associates, LLC GMH/GF Denton Associates Intermediate, LLC GMH/GF Denton Associates, LLC SPE Texas Campus, L.L.C. ACC SC Development LLC ACC SC Development (New Orleans) LLC ACC SC Development (UCI II) LLC American Campus Developers, LL.C. ACC SC Management LLC ACC SC Management GP, LLC ACC SC Management (California) LLC ACC SC Management (Cleveland) LLC ACC SC Management (Denver) LLC American Campus Management (Bayou Oaks) GP, LLC American Campus Management (Maryland), LLC American Campus Management (Texas) GP, LLC Nebraska Outfield Associates, LLC Canadian Campus Communities, hie. Canadian Campus Communities, ULC SPE (PVAMU), L.L.C. SPE (PVAMU IV), L.L.C. SPE (LAREDO), L.L.C. American Campus (U of H) GP, LLC Courtyard by Pyramid Properties, LLC Courtyard by Pyramid Properties Annex, LLC CERTIFICATE OF SECRETARY OF AM ' RICAN CAMPUS COMMUNITIES, INC. I, Brian Nickel, as the duly elected Secretary of AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation ("ACC") hereby certify as follows: 1. Attached hereto as Exhibit "A" is a true and correct copy of the resolution adopted by the Board of Directors of ACC at a meeting of the Board on November 15, 2006, which resolution has not been further modified or amended and remain in full force and effect, as of the date hereof. 2. Attached hereto as Exhibit "B" is a true and correct copy of the Articles of Organization of American Campus Communities Holdings LLC ("ACCH") dated July 15, 2004, filed on July 15, 2004 with the Maryland State Department of Assessments and Taxation, which Articles of Organization has not been further modified or amended and remains in full force and effect, as of the date hereof. 3. Attached hereto as Exhibit "C" is a true and correct copy of the Operating Agreement of ACCH dated July 15, 2004, which Operating Agreement has not been further modified or amended and remains in full force and effect, as of the date hereof. 4. Attached hereto as Exhibit "D" is a true and correct copy of the Certificate of Limited Partnership of American Campus Communities Operating Partnership LP, a Maryland limited partnership (the "Partnership") dated July 15, 2004, filed on July 15, 2004 with the Maryland State Department of Assessments and Taxation, which Certificate has not been further modified or amended and remains in full force and effect, as of the date hereof. 5. Attached hereto as Exhibit "E" is a true and correct copy of the Amended and Restated Agreement of Limited Partnership of the Partnership dated August 17, 2004, and the First Amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership dated March 1, 2006, which Agreement of Limited Partnership has not been further modified or amended and remains in full force and effect. 6. The persons named below are, as of the date hereof, duly elected, qualified and acting officers of ACC and hold, as of the date hereof, the offices set forth opposite their respective names: Name William Bayless Brian Nickel Greg Dowell James C. Hopke, Jr. Jonathan Graf Title: President Executive Vice President Executive Vice President Executive Vice President Senior Vice President Executed and delivered as of the _ day of February, 2007. BrTK14ickel, Scretary