Form 10-6

Consent Resolutions

Corporation, Written Consent of Sole Director

Clause 10-6

1

[Name of corporation]
Written Consent of Sole Director

The undersigned, being the sole member of the board of directors of [name of company], a Texas corporation (the “Company”), acting pursuant to the provisions of [section 6.201 of the Texas Business Organizations Code], adopts by consent the following resolutions: [insert resolution recitals (see clauses 10-6-5 and 10-6-6)].

   
[Name of sole director]
Date:

Corporation, Unanimous Written Consent

Clause 10-6

2

[Name of corporation]
Unanimous Written Consent of Board of Directors

The undersigned, being all the members of the board of directors of [name of company], a Texas corporation (the “Company”), acting pursuant to the provisions of [section 6.201 of the Texas Business Organizations Code], adopt by consent the following resolutions: [insert resolution recitals (see clauses 10-6-5 and 10-6-6)].

   
[Name of director]
Date:

Limited Liability Company, Written Consent of Sole Member

Clause 10-6

3

[Name of limited liability company]
Written Consent of the [Sole Member/Manager]

The undersigned, being the [sole member/manager] of [name of com­pany], a Texas limited liability company (the “Company”), acting pursuant to the provisions of [article 2.23(B)(1) of the Texas Limited Liability Company Act, Tex. Rev. Civ. Stat. Ann. art. 1528n/section 6.201 of the Texas Business Organizations Code], adopts by consent the following resolutions: [insert reso­lution recitals (see clauses 10-6-5 and 10-6-6)].

   
[Name of [sole member/manager]]
Date:

Limited Liability Company, Unanimous Written Consent

Clause 10-6

4

[Name of limited liability company]
Unanimous Written Consent of [Members/Managers]

The undersigned, being all the [members/managers of the board of man­agers] of [name of company], a Texas limited liability company (the “Com­pany”), acting pursuant to the provisions of [article 2.23(B)(1) of the Texas Limited Liability Company Act, Tex. Rev. Civ. Stat. Ann. art. 1528n/section 6.201 of the Texas Business Organizations Code], adopt by consent the follow­ing resolutions: [insert resolution recitals (see clauses 10-6-5 and 10-6-6)].

   
[Name of [member/manager]]
Date:

Borrowing Resolution Recitals

Clause 10-6

5

[The Company is the general partner of [name], a [Texas/[state]] limited partnership (“Borrower”)]. RESOLVED, that [the Company/Borrower] is authorized to borrow the amount of $[amount] from [name of lender] (“Lender”) to [purchase certain land and improvements located in [county] County, Texas, (the “Property”)/[state other purpose of use of loan proceeds]] and to enter into a promissory note (the “Note”) in the principal amount of $[amount], payable to the order of Lender.

RESOLVED FURTHER, that to secure the payment of the Note, [the Company/Borrower] is authorized to enter into a deed of trust (the “Deed of Trust”) covering the Property and any necessary modifications, extensions, increases, and renewals of the Deed of Trust.

RESOLVED FURTHER, that [the Company/Borrower] is authorized to enter into any assignments, pledges, mortgages, deeds of trust, security agree­ments, and other documents and instruments concerning the Property, or any real or personal property, or any interest therein, owned by [the Company/
Borrower] that may be necessary or appropriate, or required by Lender, to evi­dence and secure the payment of the Note.

RESOLVED FURTHER, that [the Company/Borrower] is authorized to contract for the issuance by Lender of letters of credit, to discount with Lender notes, acceptances, and evidences of indebtedness payable to or due [the Company/Borrower], to endorse the same and execute any contracts and instruments for repayment thereof to Lender as Lender may require, to enter into foreign exchange transactions with or through Lender, and to enter into interest-rate hedging transactions with Lender in connection with the Note.

RESOLVED FURTHER, that [name of individual] (the “Authorized Representative”) is authorized to execute and deliver, on behalf of and in the name of [the Company/Borrower], the Note, the Deed of Trust, and any other agreements, documents, or instruments, and to take or cause to be taken any action necessary or appropriate in connection with the Note and the Deed of Trust or to accomplish the purposes of these resolutions, in the form and with the provisions the Authorized Representative may deem proper.

RESOLVED FURTHER, that the president or any vice president of [the Company/Borrower] is authorized to execute and deliver, on behalf of and in the name of [the Company/Borrower], the Note, the Deed of Trust, and any other agreements, documents, or instruments, and to take or cause to be taken any action necessary or appropriate in connection with the Note and the Deed of Trust or to accomplish the purposes of these resolutions, in the form and with the provisions that the officers may deem proper.

RESOLVED FURTHER, that [the Company/Borrower] confirms and ratifies all actions previously taken by any officer or other representative of [the Company/Borrower] with respect to the loan evidenced by the Note and all documents executed in connection with the loan.

Corporate Guaranty Resolution Recitals

Clause 10-6

6

[Name of lender] (“Lender”) has agreed to make a loan in the amount of $[amount] to [name of borrower] (“Borrower”) to be evidenced by a note, in the original principal amount of $[amount], payable to the order of Lender (the “Note”), which is secured by a deed of trust (the “Deed of Trust”) covering the property described in the Deed of Trust.

As a condition to making the loan, Lender has requested that the Com­pany guarantee [a portion of] the indebtedness evidenced by the Note and the obligations of Borrower under the Deed of Trust and any other document exe­cuted by Borrower evidencing or securing the Note (the “Guaranteed Obliga­tions”).

RESOLVED, that the Company reasonably may be expected to benefit, either directly or indirectly, from guaranteeing the Guaranteed Obligations.

RESOLVED FURTHER, that the Company is authorized to enter into a guaranty (the “Guaranty”) guaranteeing the Guaranteed Obligations.

RESOLVED FURTHER, that [name of individual] (the “Authorized Representative”) is authorized to execute and deliver, on behalf of and in the name of the Company, the Guaranty and any other agreements, documents, or instruments, and to take or cause to be taken any action necessary or appropri­ate in connection with the Guaranty or to accomplish the purposes of these res­olutions, in the form and with the provisions the Authorized Representative may deem proper.

RESOLVED FURTHER, that the president or any vice president of the Company is authorized to execute and deliver, on behalf of and in the name of the Company, the Guaranty and any other agreements, documents, or instru­ments, and to take or cause to be taken any action necessary or appropriate in connection with the Guaranty or to accomplish the purposes of these resolu­tions, in the form and with the provisions that the officers may deem proper.

RESOLVED FURTHER, that the Company confirms and ratifies all actions previously taken by any officer or other representative of the Company on behalf of the Company with respect to the Guaranty and all documents exe­cuted in connection with the Guaranty.