HomeMy WebLinkAboutCert. of Secretary
03-08-1995 14:21
612 297 6287
MINNESOTA DEVELEPMENT, INMAR 08 '95
D "''''
02:25PM
CERTIFICATE OF SECRETAIU:'
QE
MOBn,lA. LTD.
I, the undersigned, hereby certify that I am the Secretary of Mobilia, Ltd., a Delaware
corporation (hereinafter referred to as the "Corporation"), and have knowledge of the matters contained
in this Certificate and hereby certify that:
1. The Articles of Incorporation of the Corporation attached to this CertiflCllte as Exhibit
"A" and the By-Laws of the Corporation attached to this Certificate as Exhibit "B" are
true and correct copies of the current ArtIcles of Incorporation and By-Laws of the
Corporation, have not been altered, modified or amended and are still in full force and
effect.
2. The Corporation is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has complied with all certifications, filings
and requirements necessary to continue as a corporation in the State of Delaware.
3. In connection with the purchase by the Corporation from Zaidan Holdings of certain real
property and improvements located in Columbia Heights, Minnesota and more
particularly described on the attached Exhibit C (the "Property"), the Corporation has
the valid power and authority to execute and deliver any and all documents necessary to
effectuate said purchase. including but not limited to that certain Purchase Agreement
(the "Purchase Agreement") in substantially the form as attached hereto as Exhibit D,
and to undertake the obligations of the Corporation thereunder.
4. In connection with the purchase of the Propcrty pursuant to the terms of the Purchase
Agreement, the Corporation, without limiting the powers set forth above, has the valid
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03-08-1995 14:21
612 297 6287
MINNESOTA DEVELEPMENT. INMAR 08 '95
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02:25PM
power and authority to execute and deliver to the Housing and Redevelopment Authority
in and for the City of Columbia Heights (the "lIRA") a mortgage encumbering the
Property and securing Zaiclan Holdings, Inc. 's obligations to the HRA pursuant to the
promissory note executed by Zaidan Holdings, Inc. in favor of the HRA, said note being
more fully described in the Purchase Agreement.
5. In connection with a mortgage loan (hereinafter referred to as the "Loan") being made
to the Corporation by Northeast State Bank of Minneapolis, a Minnesota corporation
(hereinafter referred to as the "Lender") in the amount of $700,000.00, the Corporation
has the valid power and authority to execute and deliver to the Lender the Mortgage
Promissory Note, the Combination Mortgage, Security Agreement and Fixture Financing
Statement, the Assignment of Leases and Rents, the Term Loan and Security Agreement
and such other security documents as required by the Lender pursuant to the terms of
said documents.
6. In connection with the Corporation's purchase of the Property, the Corporation has the
valid power and authority to execute a mortgage In favor of 507956 Alberta Ud.
securing Zaiclan Holdings, Inc. 's obligations under that certain promissory note dated
November 23, 1992 in the original principal amount of $1,133,458.00, and to assume
all obligations of Zaiclan Holdings, Inc. under said note.
7. Gordon Awsumb, the Assistant Secretary of the Corporation, has the requisite authority
on behalf of the Corporation to execute and deliver all documents and items described
in paragraphs 1 through 6 above.
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03-08-1995 14:22
612 297 6287
MINNESOTA DEVELEPMENT, INMAR 08 '95
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8. The following person has been duly elccted to and does now hold the office set forth
below and his/her signature opposite his/her typed name is his/her true and genuine
signature:
Joseph Zaidan
Office
Chairman
JBIlIl I..' "IJt
President/
Secretary
Name
Michel 7.aidan
9.
as Exhibit "E" were duly adopted by
unanimous written action of th
of Direetors of the Corporation held on the 8th
day of March, 1995, at which meeting a quorum was present. I am the keeper of the
Minute Book of the Corporation and said resolutions have been entered therein, have not
been altered, amended, repealed or rescinded, and are now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this ~ day of March. 1995.
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