Legal FNB Resolution Document

LEGAL FNB RESOLUTION DOCUMENT

This Resolution is made as of by and between: Company Name: , a Entity Type: Corporation LLC Partnership organized under the laws of , with principal address , and First National Bank: Bank Name: with principal banking office at (each a "Party" and together the "Parties").

RECITALS

WHEREAS: The board of directors (or other governing body) of Company has convened and determined that it is in the best interest of Company to authorize banking arrangements and designate authorized signatories to transact business with Bank.

WHEREAS: Company desires that Bank accept and rely upon the resolutions and designations set forth herein and that Bank be authorized to act in accordance with the instructions of the authorized signatories designated by Company.

WHEREAS: These resolutions shall govern the opening, maintenance, operation and closing of accounts, the borrowing and repayment of funds, and the grant of any security interests, subject to separate loan or account agreements.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Parties hereby adopt the following resolutions and agree as set forth below.

1. AUTHORITY AND ADOPTION OF RESOLUTION

1.1 Adoption. Company hereby certifies that the resolutions set forth in this document were duly adopted by a vote of its board of directors (or governing body) at a meeting held on and that such resolutions are in full force and effect and have not been modified or rescinded.

1.2 Authority. The officers and agents identified herein have the authority to bind Company with respect to accounts, loans, security agreements, and other banking services with Bank, subject to the limitations set forth in this Resolution.

2. DESIGNATION OF AUTHORIZED SIGNATORIES

2.1 Authorized Persons. The following persons are authorized to act on behalf of Company in connection with accounts and transactions with Bank. Each person is authorized to endorse instruments, instruct Bank, execute agreements, and otherwise transact business as set out below.

2.2 Signature Requirement. Company directs that Bank may honor items, instructions or agreements signed by , and Bank may rely conclusively upon such signatures until Bank receives written notice of a change in the form and manner required to authenticate instructions.

3. ACCOUNTS, OPERATIONS AND INSTRUCTIONS

3.1 Accounts. Company authorizes Bank to open deposit accounts in Company’s name and to close, combine and change account types upon written or authorized digital instruction from the authorized signatories.

3.2 Operations. Bank is authorized to accept checks, drafts, electronic fund transfers and other instruments for deposit and to honor withdrawals, transfers and payments in accordance with the account agreements and upon the instructions of the authorized signatories.

4. LOANS, SECURITY, AND COLLATERAL

4.1 Loan authority. Company authorizes the negotiation and execution of loan agreements, credit facilities and other extensions of credit with Bank when executed by the authorized signatories in accordance with Section 2. Company agrees that Bank may rely upon such agreements and take security interests or liens as provided in separate loan documents.

4.2 Security. Company authorizes the execution and delivery of financing statements and other documents necessary to perfect and maintain security interests granted to Bank, and authorizes the filing or recording of same in appropriate jurisdictions.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

5.1 Representations. Company represents and warrants that it is duly organized and validly existing, has full power and authority to enter into this Resolution and to carry out the transactions contemplated, and that the persons named as authorized signatories are properly appointed and authorized.

5.2 Indemnity. Company shall indemnify and hold harmless Bank from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from Bank’s good-faith reliance on this Resolution and on instructions, signatures or documents believed by Bank to be genuine and properly authorized.

6. NOTICES

6.1 Notices. All notices, demands and communications pursuant to this Resolution shall be in writing and delivered to the addresses below or such other address as either Party may designate in writing to the other Party.

7. GOVERNING LAW; MISCELLANEOUS

7.1 Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

7.2 Entire Agreement. This Resolution, together with any account agreements or loan documents referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

7.3 Severability. If any provision of this Resolution is determined to be invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

7.4 Amendments; Waiver. Any amendment or modification to this Resolution must be in writing and signed by an authorized officer of Company and an authorized officer of Bank. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

7.5 Counterparts. This Resolution may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be treated as original signatures for all purposes.

8. CERTIFICATION BY COMPANY

The undersigned hereby certifies that the foregoing is a true copy of resolutions duly adopted by the board of directors (or governing body) of Company, that such resolutions are in full force and effect, and that the persons named as authorized signatories are duly authorized to act on behalf of Company.

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