HomeMy WebLinkAboutAuthority to SignASSISTANT SECRETARY'S CERTIFICATE
The undersigned, being a duly elected and acting Assistant Secretary of CBL Holdings I,
Inc., a Delaware corporation (the " Corporation "), hereby certifies that the following resolutions
were duly adopted by the unanimous written consent of the Board of Directors of the Corporation
effective February 8, 2011, and that such resolutions remain in full force and effect without
modification or amendment as of the date hereof:
WHEREAS, POM- College Station, LLC, a Texas limited liability company ( " POM-
College Station "), is the record owner of that certain vacant parcel of real estate known as all that
certain lot, tract or parcel of land lying and being situated in Brazos County, Texas, and being
Lots 4A and 4C, Block One (1), Replat of Lot Four (4), Block One (1), Post Oak mall, an
addition in the City of College Station, Brazos County, Texas, according to the replat recorded in
Volume 3764, Page 129A, of the Official Records, Brazos County, Texas in or adjacent to that
certain shopping center located in the City of West Melbourne, Brevard County, Florida,
commonly known as "Post Oak Mall" (the "Property "); and
WHEREAS, CBL & Associates Limited Partnership, a Delaware limited partnership (the
" Operating Partnership is the managing member of POM- College Station; and
WHEREAS, the Corporation is the general partner of the Operating Partnership; and
WHEREAS, pursuant to that certain Restaurant Pad Lease dated February 9, 2011
(" between. POM- College Station and BJ's Restaurants, Inc., a California corporation
( " Tenant "), POM- College Station agreed to lease to Tenant and Tenant agreed to lease from POM-
College Station a certain vacant portion of the Property more particularly described in the Lease
( " Leased Premises "), the terns and provisions of the Lease being incorporated by reference herein;
and
WHEREAS, in connection with POM- College Station's obligations under the Lease, POM-
College Station, as owner of the Property, agrees to sign applications related to Tenant's
development of the Leased Premises; now, therefore, be it
RESOLVED, that POM- College Station is hereby authorized execute that certain Zoning
Board of Adjustment Application related to the development of the Leased Premises as
contemplated by the Lease; and, be it
FURTHER RESOLVED, that the Corporation, acting in its capacity as the general
partner of the Operating Partnership, the Operating Partnership acting in its capacity as the
managing member of POM- College Station, and POM- College Station are hereby authorized to
execute and deliver, and to perform in accordance with the Lease and all such other agreements,
instruments, documents and certificates relating thereto as shall be required in connection with
the lease of the Leased Premises to Tenant, and as the appropriate officer or officers of the
Corporation (defined below) executing the same shall deem necessary and advisable; and, be it
FURTHER RESOLVED, that Charles B. Lebovitz as Chairman of the Board, John N.
Foy as Vice Chairman of the Board and Chief Financial Officer, Stephen D. Lebovitz as
President and Chief Executive Officer, Augustus N. Stephas as Chief Operating Officer, Farzana
K. Mitchell as Executive Vice President, Charles W. A. Willett, Jr. as Senior Vice President, and
Victoria S. Berghel as Senior Vice President (the " Authorized Officers "), or any one of them, are
each hereby authorized, empowered and directed to execute and deliver, for and on behalf of the
Corporation, the Operating Partnership, and POM- College Station, any agreements, instruments,
applications, documents and certificates as may be necessary and appropriate in connection with
lease of the Leased Premises to Tenant, as such Authorized Officer or Officers executing the
same may approve, such approval to be conclusively evidenced by such execution and delivery;
and, be it
FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers
of the Corporation be, and each hereby is, authorized and empowered to execute and deliver such
additional documents, agreements, instruments, applications, undertakings and certificates, and
to take such additional actions and incur all such fees and expenses, for and on behalf of the
Corporation, the Operating Partnership, and POM- College Station, as such Authorized Officer or
Officers may deem necessary or appropriate to carry out and effect the purposes and intent of the
foregoing resolutions; and, be it
FURTHER RESOLVED, that the Corporation hereby ratifies and affirms any and all
actions taken by the aforesaid Authorized Officers of the Corporation, for and on behalf of the
Corporation, the Operating Partnership, and POM- College Station, prior to the adoption of these
resolutions in connection with and in furtherance of consummating the subject transaction,
including the execution and delivery of any documents on behalf of the Corporation, the Operating
Partnership, and POM- College Station, and the Corporation hereby accepts and adopts such
actions as the valid and official acts of the Corporation, the Operating Partnership, and POM-
CoIlege Station, and agrees to be bound thereby.
IN WITNESS WHEREOF, I have hereunto set my hand as Assistant Secretary of the
Corporation this 8 r11 day of February, 2011.
WancyftUd
Assistant Secretary