Fillable Resolution and Authorization for Letters of Credit and (Capital One)

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Resolution and Authorization for Letters of Credit and (Capital One)

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C
apital One Confidential Page 1 of 2
Resolution and Authorization
for Letters of Credit and Trade Services at Capital One
I. LEGAL ENTITY AUTHORIZED TO USE LETTERS OF CREDIT AND TRADE SERVICES
Legal name (the “Company”): _ ______ _______________________ State of organization: _____
Trade name / corporate group name (if different from Company): ___________________________
Address: ________________________________________________________________________
Legal entity type:
corporation limited liability company limited partnership
general partnership limited liability partnership professional corp./assoc.
other: ___ ___________ ___
Each of the undersigned does hereby approve the following resolutions be adopted by the governing
body or other duly authorized person of the Company by written consent, and that said resolutions
shall be maintained in the Company's minute book or official records. The undersigned acknowledges
and understands that such resolutions will be relied upon by Capital One, N.A. d/b/a Capital One Bank
(“Capital One”) in respect to the matters herein set forth.
II. AUTHORIZED REPRESENTATIVES
The name and title of each person authorized to act on behalf of the Company as described in the
resolutions set forth herein are set forth below (“Authorized Representatives”):
Name Title
_______________________________ ________ __________________ _____
_______________________________ _______________________________
_______________________________ _______________________________
_______________________________ _______________________________
_______________________________ _______________________________
Each Authorized Representative above (check one) [ has or does not have ] authority to delegate
authorization to additional persons listed on signature cards provided to Capital One, which shall also
be Authorized Representatives. All Authorized Representatives agree to submit a signature card to
Capital One.
III. AUTHORIZATION RESOLUTION
RESOLVED:
that each Authorized Representative is hereby authorized, on behalf of and in the name of the
Company, (i) to enter into agreements and other documents relating to letters of credit or other trade
or financing services to be provided by Capital One, and to incur indebtedness and be bound by the
obligations and terms and conditions thereunder; (ii) to provide collateral security in connection with
the foregoing, and to enter into security agreements and grant liens in the Company’s assets; (iii) to
sign applications, instructions, orders, drafts, instruments, certificates, and/or other documents
relating to letters of credit, trade or financing services, and related banking services provided by
Capital One, and to otherwise deal with Capital One in connection with the foregoing activities; and
Capital One Confidential Page 2 of 2
(iv) to give instructions or otherwise communicate with Capital One by any means authorized by the
Capital One, including (without limitation) by use of electronic communication or online portals;
that the Authorized Representatives are authorized and directed to certify to Capital One the names
of the officers and other representatives and specimens of their respective signatures as reflected on
any signature card or similar document; and that Capital One may conclusively assume that persons
at any time certified to it to be officers or other representatives of the Company continue as such until
receipt by Capital One of written notice to the contrary; that Capital One is hereby authorized and
directed to honor and to treat as authorized any instruction provided in the Company's name, when
bearing or purporting to bear the facsimile signature of an Authorized Representative, regardless of
by whom or by what means the actual or purported facsimile signature thereon may have been affixed
thereto, if such signature resembles the facsimile specimen duly filed with Capital One, or if such
facsimile signature previously affixed to any check, draft, application, or instruction in the Company's
name, which was accepted and processed without timely objection by the Company, thereby ratifying
the use of such facsimile signature, and the Company hereby indemnifies and holds Capital One
harmless against any and all loss, cost, damage or expense suffered or incurred by Capital One
arising out of or in any way related to the misuse or unlawful or unauthorized use by a person of such
facsimile signature; and that all transactions by any Authorized Officer or any other officer or
representative of the Company in its name with Capital One prior to the delivery of a signed copy of
the foregoing resolutions are, in all respects, hereby ratified, confirmed, approved and adopted.
IV. SIGNATURES
The following signatures are required for this Resolution and Authorization for Letters of Credit and
Trade Services at Capital One:
• Corporations: All members of the board of directors, unless the bylaws authorize one or more
officers to conduct banking business
• Limited liability companies: All Members or Managers, unless the Operating Agreement
authorizes one or more Members or Managers to conduct banking business
• General partnerships and limited partnerships: All General Partners, unless the Partnership
Agreement designates one or more partners to conduct banking business
• Limited Liability Partnerships: All Partners unless the Company has designated one or more
Managing Partners
• Professional Corporations, Professional Service Corporations & Associations or Other:
Confirm with Capital One legal
Each of the undersigned hereby approves the above resolutions as of __________________ (date).
_______________________
Name:
_____________________
Name:
_______________________
Name:
_______________________
Name:
_______________________
Name:
_______________________
Name:
_______________________
Name:
_______________________ _
Name:
______________________
Name:
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Resolution and Authorization for Letters of Credit and (Capital One)

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Completed 30 July 2020

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