Borrower Resolution Agreement

BORROWER RESOLUTION AGREEMENT

This Borrower Resolution Agreement (the "Agreement") is made effective as of by and between Borrower Name: , an entity formed under the laws of , with its principal place of business at (the "Borrower"); and Lender Name: , with principal address at (the "Lender"), each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Borrower has requested that the Lender extend credit and execute certain loan, security and related documents in connection with a financing facility described as: (the "Financing"); and

WHEREAS, the governing body of the Borrower has convened and desires to adopt written resolutions authorizing certain officers and representatives to execute and deliver, on behalf of the Borrower, the Financing documents, security instruments, certificates and related instruments and to take all actions necessary or advisable to effectuate the Financing.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. AUTHORIZATION TO BORROW

The Borrower hereby authorizes and directs that Borrower may enter into the Financing and borrow an aggregate principal amount not to exceed (the "Maximum Principal Amount") upon the terms and subject to the conditions set forth in the Financing documents.

2. AUTHORITY TO EXECUTE DOCUMENTS

The following officers and/or representatives are hereby authorized, in their respective capacities, to negotiate, execute, deliver and perform on behalf of the Borrower all agreements, promissory notes, security agreements, mortgages, pledges, financing statements, guaranties, assignments, deeds, certificates, consents and other documents (collectively, the "Financing Documents") as each such officer deems necessary or appropriate to consummate the Financing:

3. POWERS GRANTED

The Authorized Officers are empowered to: (a) execute and deliver the Financing Documents; (b) grant security interests or liens in the Borrower's assets and to execute and file Uniform Commercial Code financing statements and other filings and instruments required to perfect or preserve such security interests; (c) negotiate and agree to the terms, covenants, schedules and exhibits contained in the Financing Documents; (d) obtain and accept advances, funds and payments under the Financing; and (e) take all actions and sign all instruments reasonably necessary or desirable to effectuate the foregoing.

4. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender that: (a) the Borrower is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) the execution, delivery and performance by the Borrower of the Financing Documents are within the Borrower's powers and have been duly authorized by all necessary corporate, partnership or member action; (c) the Financing Documents, when executed and delivered, will constitute valid and binding obligations of the Borrower enforceable in accordance with their terms subject to applicable bankruptcy, insolvency and equitable principles; and (d) the execution, delivery and performance of the Financing Documents do not contravene the Borrower's organizational documents or any material agreement to which the Borrower is a party.

5. CONDITIONS PRECEDENT

The authority granted herein is subject to the satisfaction, or waiver by the Lender, of customary conditions precedent, including delivery to the Lender of: (a) a fully executed copy of this Agreement; (b) certified organizational documents and evidence of good standing for the Borrower; (c) incumbency certificates evidencing the authority of the Authorized Officers; (d) security documents, UCC-1 or other filings required to perfect security interests; and (e) any other documents reasonably requested by the Lender.

6. INDEMNITY

The Borrower shall indemnify and hold harmless the Lender and its successors, assigns, officers, directors and agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the Financing Documents and the transactions contemplated hereby, except to the extent such losses arise from the gross negligence or willful misconduct of the Lender.

7. NOTICES

All notices, demands, requests or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the Parties at their respective addresses set forth below (or to such other address as a Party designates by notice in accordance with this Section):

8. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by each Party. No failure or delay by a Party in exercising any right under this Agreement shall operate as a waiver of that or any other right.

9. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by facsimile or electronic image shall be deemed original signatures for all purposes.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect.

12. CERTIFICATION OF RESOLUTIONS

The undersigned certifies that the resolutions set forth in this Agreement were duly adopted by the governing body of the Borrower in accordance with the Borrower's organizational documents and applicable law, that such resolutions are in full force and effect on the date hereof and have not been modified or rescinded, and that the persons named as Authorized Officers have the authority indicated.

13. MISCELLANEOUS

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The obligations of the Borrower under this Agreement shall be binding upon the Borrower and its successors and permitted assigns; none of the Borrower's obligations may be assigned without the prior written consent of the Lender.

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