Legal Resolution to Borrow

LEGAL RESOLUTION TO BORROW

This Legal Resolution to Borrow is adopted by the Board of Directors of Company Name: , a organized under the laws of (the "Company"), at a meeting duly held on this day day of , , and hereby authorizes the Company to borrow funds from Lender Name: on the terms and conditions set forth below.

RECITALS

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company to obtain financing for corporate purposes, including working capital, acquisition, capital expenditures, and other lawful corporate purposes; and

WHEREAS, the Company has negotiated terms with Lender Name: , pursuant to which the Company may borrow an aggregate principal amount not to exceed $ on the terms described below; and

WHEREAS, the Board desires to authorize designated officers of the Company to negotiate, execute and deliver loan documents, security instruments and related agreements necessary to effect the borrowing and to secure repayment as required.

NOW, THEREFORE, BE IT RESOLVED

1. Authorization to Borrow. The Board hereby authorizes the Company to incur indebtedness and to borrow from Lender Name: in an aggregate principal amount not to exceed $ on the terms and subject to the conditions set forth in this Resolution.
2. Loan Terms and Conditions. The indebtedness shall be evidenced by a promissory note and related loan documents (collectively, the "Loan Documents"). The principal sum shall bear interest at a rate not to exceed per annum, calculated as set forth in the promissory note. The indebtedness shall mature on day of , , unless earlier accelerated in accordance with the Loan Documents. The Board authorizes reasonable fees, costs, and expenses as may be required by the lender.
3. Security; Collateral. The Company is authorized to grant liens, security interests, mortgages, pledges, assignments, and other encumbrances in, against or over the assets of the Company as security for the Company's obligations under the Loan Documents. Description of proposed collateral: If any security is to be granted, the Corporate Secretary is directed to prepare and record all instruments necessary to perfect such security interests.
4. Execution of Documents. The officers of the Company, including but not limited to Authorized Officer: and Officer Title: , are authorized and empowered to negotiate, execute, deliver and, when appropriate, amend or terminate, on behalf of the Company, the Loan Documents and any ancillary instruments, certificates, financing statements, or assignments necessary or desirable to effect the borrowing and to secure repayment.
5. Representations and Warranties. The Company represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; that the execution and delivery of the Loan Documents and the performance of its obligations thereunder have been duly authorized by all necessary corporate action and will not violate any material agreement, law, regulation or court order applicable to the Company.
6. Covenants and Compliance. The Company covenants to comply with all material covenants set forth in the Loan Documents, to deliver the documents and certificates reasonably requested by the lender, and to take all actions reasonably necessary to preserve and protect any security granted to the lender.
7. Conditions Precedent. The obligations of the lender to advance funds are subject to the receipt of all executed Loan Documents, opinions of counsel, certificates of officers, evidence of insurance and other customary conditions precedent acceptable to the lender.
8. Further Acts. The officers and agents of the Company are authorized to do and perform all such further acts and things and to execute and deliver all such other documents and instruments as they may deem necessary or desirable to carry out the purpose and intent of the foregoing resolutions.

NOTICES

MISCELLANEOUS

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

Entire Agreement. This Resolution constitutes the entire resolution of the Board regarding the matters contained herein and supersedes any prior board resolutions to the extent they are inconsistent with this Resolution.

Severability. If any provision of this Resolution is judged to be invalid, illegal or unenforceable, such determination shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

Amendment and Waiver. No amendment, modification or waiver of any provision of this Resolution shall be effective unless in writing and approved by the Board or by officers authorized by the Board.

Counterparts and Electronic Signatures. This Resolution may be executed in counterparts and may be delivered by electronic transmission. Signatures delivered by electronic means shall be effective as original signatures.

CERTIFICATION OF ADOPTION

I, the undersigned Corporate Secretary of the Company, hereby certify that the foregoing resolution was duly adopted by the Board of Directors of the Company at a meeting duly called and held in accordance with the bylaws of the Company and that such resolution is in full force and effect as of the date set forth below.

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