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EXHIBIT 10.49
CERTIFICATION OF RESOLUTION OF CORPORATION
AUTHORITY TO BORROW AND PLEDGE COLLATERAL
I hereby certify that I am the duly elected and qualified
Treasurer and keeper of the records and corporate seal of Epco
Manufacturing, Inc., a New York corporation (the "Corporation"), and that the
following is a true and complete copy of a resolution duly adopted at a
meeting of the Board of Directors of the Corporation, held on July 18,
1995 in accordance with law, and the by-laws of the Corporation, and that
such resolution is still in full force and effect and shall remain in full
force and effect until Standard Federal Bank is notified, in writing, as
hereinafter provided.
"RESOLVED, That the persons whose names, titles and signatures appear
below, all of whom are presently officers of this corporation ("Officer(s)"),
or any one of them, are hereby authorized for and on behalf of this
corporation to negotiate and procure loans and other financial
accommodations from or assume indebtedness to Standard Federal Bank, a
federal savings bank ("Standard Federal"), from time to time as they may
deem necessary, to grant mortgages upon and security interests in and to
pledge to Standard Federal at any time the receivables, stocks, bonds, other
personal property, life insurance, or any real property of this
corporation as security for any such loans, financial accommodations
or assumptions of indebtedness, to discount with Standard Federal bills
receivable and any other paper held by this corporation without limit as to
amount and to sign all notes and other evidences of such loans, financial
accommodations or assumptions of indebtedness, all instruments of pledge,
assignment or lien, and to endorse and transfer all paper discounted.
"RESOLVED FURTHER, that Standard Federal is hereby authorized and
directed to pay the proceeds of any such loan, financial
accommodation, assumption of indebtedness or discount as directed by the
Officers signing such instruments, whether or not payable to the order of
any Officer so signing, and whether or not such proceeds are deposited to the
individual credit of the Officers so signing, or to the individual credit of
any of the other Officers.
"RESOLVED FURTHER, Standard Federal shall be fully protected in relying
on a certification of these resolutions by an officer of this corporation,
and shall be indemnified for any claims, expenses, or loss resulting from
the honoring of any signature hereby certified, or refusing to honor any
signature not so certified. Notwithstanding any modification or termination
of the power of any Officer or other person to represent the corporation,
and notwithstanding any other notice thereof Standard Federal may receive,
these resolutions shall continue in force and bind this corporation or its
successors, and Standard Federal may recognize the present Officers of this
corporation as set forth below, as authorized to act for it hereunder,
until Standard Federal receives
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notice to the contrary either by first class mail addressed to: Standard
Federal Bank, Commercial Loan Department, 2600 West Big Beaver Road, Troy,
Michigan 48084, or by actual delivery to Standard Federal Bank, Commercial
Loan Department. Receipt of such notice shall not affect any action taken by
Standard Federal prior thereto.
TITLE NAME SIGNATURE
President
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Vice President
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Secretary
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Treasurer E. James Zabinski
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Chairman of
the Board
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I further certify that the above resolutions contain the titles,
names and genuine signatures of the present Officers of the Corporation
authorized by the above resolution.
IN WITNESS WHEREOF, I E. James Zabinski have hereunto subscribed my
name as Treasurer and have affixed the seal of this Corporation on
July 18, 1995.
CORPORATE
SEAL
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(Secretary or Other
Certifying Officer)
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