Corporate Loan Borrowing Resolution

CORPORATE LOAN BORROWING RESOLUTION

The undersigned, being all of the directors of the corporation named below, hereby adopt the following resolution pursuant to the corporation's bylaws and applicable law. Corporation Name: , State of Incorporation: , Principal Office: . This resolution was adopted at a meeting of the Board held on .

RECITALS

WHEREAS, the corporation desires to obtain indebtedness for corporate purposes from Lender: (the "Lender") in an aggregate principal amount not to exceed (the "Loan");

WHEREAS, the Board has reviewed the principal terms presented by management, including a proposed maturity date of , an interest rate not to exceed per annum, and other customary covenants and events of default;

WHEREAS, the Board has considered the business justification for the Loan and determined that the Loan is advisable and in the best interests of the corporation.

NOW, THEREFORE, BE IT RESOLVED

1. Authorization to Borrow. The corporation is authorized to borrow from the Lender, on such terms and conditions as the officers executing the Loan Documents shall approve, an aggregate principal amount not to exceed the Maximum Principal Amount specified above. The exact principal amount, interest rate, maturity, repayment schedule and any fees shall be as set forth in the definitive loan agreement and related documents (collectively, the "Loan Documents").
2. Approval of Loan Documents. The form, terms and provisions of the Loan Documents presented to the Board are hereby approved. The Loan Documents shall include without limitation a promissory note, security agreement, guaranty, pledge agreement, intercreditor agreement and such ancillary instruments as may be required. Description of proposed collateral and security:
3. Designation of Authorized Officers. Each of the following officers, acting singly, is authorized, empowered and directed to negotiate, finalize on behalf of the corporation, execute and deliver the Loan Documents and all other instruments, certificates and notices necessary or desirable to effectuate the Loan and the security described therein: Authorized Officer Name(s):
4. Authority to Take Actions. The authorized officers are further authorized to take any and all actions and to execute any and all documents that such officer or officers may deem necessary or advisable to carry out the intent and purpose of the foregoing resolutions, including without limitation the payment of fees, the pledge or granting of security interests, and the amendment or waiver of provisions of the Loan Documents to the extent permitted thereby.
5. Ratification. All prior acts of the officers and agents of the corporation in connection with the negotiation and documentation of the Loan and the preparation and execution of any documents or instruments necessary or incidental thereto are hereby ratified, confirmed and approved in all respects.

NOTICES

All notices, requests, demands and other communications to the corporation under the Loan Documents shall be sent to the Principal Office set forth above or to such other address as the corporation may designate by written notice to the Lender. Notice address:

MISCELLANEOUS

Governing Law: This resolution and any Loan Documents shall be governed by and construed in accordance with the laws of the State of Incorporation without regard to conflicts of law principles.

Entire Agreement: The Loan Documents, when executed, constitute the entire understanding of the parties with respect to the matters contained therein and supersede all prior agreements and understandings, whether written or oral, between the parties relating to such matters.

Severability: If any provision of this resolution or any Loan Document is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

Amendments: These resolutions may be amended or repealed by further resolution of the Board duly adopted in accordance with the corporation's bylaws.

Waiver: No waiver of any provision of this resolution shall be effective unless in writing and signed by an authorized officer of the corporation.

Counterparts: This resolution may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic transmission of an executed signature page shall constitute an original signature for purposes hereof.

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors of the corporation named above, that such resolutions are in full force and effect on the date set forth below and have not been modified or rescinded.

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