HomeMy WebLinkAboutManager's CertificateMANAGER'S CERTIFICATE
I the undersigned, Manager of SPRING CREEK CS MANAGEMENT LLC, a Texas
limited liability company (the "Company") do hereby certify that: (i) the Company is duly
organized and existing under the laws of the State of Texas and is authorized to do business in
the State of Texas; that all franchise and other taxes required to maintain its company existence
have been paid when due and that no such taxes are delinquent; that no proceedings are pending
for the forfeiture of its Certificate of Organization or for its dissolution, voluntarily or
involuntarily; that it is fully qualified and in good standing to do business in all jurisdictions in
which the nature of its business requires it to be qualified; that there is no provision of the
Articles of Organization or Regulations of the Company limiting the power of the Members to
pass the Resolutions set forth below; (ii) SPRING CREEK CS MANAGEMENT, LLC, is the
sole general partner of SPRING CREEK CS DEVELOPMENT, LTD. (the "Partnership"), and
that SPRING CREEK CS DEVELOPMENT LTD., is a limited partnership duly organized
and existing under the laws of the State of Texas and is authorized to do business in the State of
Texas; and (iii) on the Ist day of April, 2010, by written consent of the Manager(s) of the
Company, the following resolutions were unanimously adopted and recorded in the minutes of
the books of said Company kept by the Company and are in accord with and pursuant to the
Articles of Organization and Limited Liability Company Agreement of the Company and are
now in full force and effect, to -wit
RESOLVED, that WALLACE PHILLIPS, DAWN PHILLIPS and VICKI
HILLERT, acting individually, be, and are hereby authorized, empowered, and directed
to execute, acknowledge, and deliver on behalf of the Company, as the general partner of
the Partnership, such contracts, assignments, affidavits, deeds, deeds of trust, financing
statements, security agreements, and other instruments, containing any terms and
conditions that they may, in their sole discretion, deem necessary or desirable in
connection with all property now owned or hereafter acquired by the Partnership, located
in Brazos County, Texas; and the attestation by the Secretary of the Company and the
affixation of the seal of the Company shall not be necessary;
RESOLVED FURTHER, that WALLACE PHILLIPS, the Manager of the Company, is
directed to certify the Minutes of this meeting and the contents of these resolutions and to
deliver such certification in support of the authority of the above officers to act,
individually, on behalf of the Company.
I further certify that the following are the duly elected and incumbent manager and
officers of the Company and that the true and correct signatures of the individuals authorized to
act on behalf of the Company are as set forth beside his or her name:
PRINT NAME
WALLACE PHILLIPS
DAWN PHILLIPS
VICKI HILLERT
TITLE
Manager
Vice President/Secretary
Vice President
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Notary Public, State of Texas
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March 14, 2010
THE STATE OF TEXAS
COUNTY OF BRAZOS
SIGNATURE
UP Q 11 of j
WALLACE PHILLIPS, Manager of
SPRING CREEK CS MANAGEMENT,
LLC, a Texas limited liability company
This instrument was acknowledged before me on this the day of
2010, by WALLACE PHILLIPS, Manager of SPRING CREEK CS MANAGEMENT, LLC,
a Texas limited liability company, on behalf of said company.
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No�kfiry Public, State of Texas