Free Answering Brief in Opposition - District Court of Delaware - Delaware

Case 1:04-cv-01551-JJF Document 378-10 Filed 10/05/2007 Page1 of 3
EXHIBIT 8

Case 1 :04-cv-01551-JJF Document 378-10 Filed 10/05/2007 Page 2 of 3
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STUDENT FINANCE CORPORATION V
CONSENT TO CGI2}E’€)RA'1`E ACTION _
IN LIEU OF NQETING GF 1% SOLE DIRECTOR g EXHIBH t
§
- JBIIUSIQY 20, 1999 g 5/—~ Z .
The undersigned, constituting the sole director of Student Finance Corporetton, e. l 2
Pemrtsyivanie. corporation (the "C0rpo1·etion"), does hereby consent te and adopt the following '
; resolutions with the same force and effect as if presented to and adopted at a duty celled and
convened meeting of the Sole Director of the Corporation: - Q
n WI-IEREAS, the Coxpomtion has entered into negotiations with Richard A.
Jacoby ("$ac0by") whereby the Corporation would borrow from Jacoby the
principal amount of One Million Doilers ($1,0%,000) (the "I.x>tm") evidenced by
e. secured note {the "Seeu1·ed Note") in the emotmt of the Loan.
NOW, THEREFORE, BE iT RESOLVED, that the Corporation sI11 bortow
from Jacoby the principal amount of One Miliion Dollars ($1,000,000) on the
terms end conditions set forth in e certain Loan and Security Agreement (the -
"Lonu and Security Agreement"} and related documents between the Corporation
and Jacoby, copies of which have been presented to the Sole Director, be and
hereby are, in all respects, authorized, approved and adopted; and be it fmther .
RESOLVED, that the Secured Note, the Servicing Agreement (the "Se1·vi¤ing
Agreement") and the Intezcreditor, Custodian, Collateral and Assignment
Agreement (the "Cust0dy Ag1reement") referred to in the Loan and Security
Agreement, copies of which have been presented to the Sole Director, be and
hereby are, in all respects, authorized, approved and adopted; and be it further
RESOLVED, that the officeré ofthe Corporation be, and they hereby axe,
authorized and directed to mak, execute and deliver the Loan and Security
Agreement, the Secured Note, the Custody Agreement and the Servicing
Agreement end all other documents referred to therein, in the meme of the
Co1·poxati0n,in substantially the form pzesented, which such changes therein as
they may in their sole discretion approve, such ofEicers’ execution thereof to be
conclusive evidence of their approval, together wilt ell such other insmunents,
evidences of indebtedness, mortgages, security agreements, guarantees,
indemities, certiiicates and other agreements and documents as may be required
to be executed and delivered pursuant thereto or in connection therewith; and be it
further . l
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_ __ F SFC 1 998
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Case 1 :04-cv-01551-JJ F Document 378-10 Filed 10/05/2007 Page 3 of 3
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RESOLVED, that in connection with this transactioo only, Marie E. DeCar1o be, and
she hereby is, elected to the office of AssistautSee:eta1y of the Corporation; and be it
furtlrer ·
_ RESOLVED, that the ofticers of the Corporation be, and {ITB]! hereby are,
authorized and directed to make, execute and deliver, and do and perform, on
behalf of and in the name of the Corporation, my and all soeh other agreements, i
documents, certificates, instmmems, acts and things as they in their sole discretion ’
deem necessary or appropriate in order to emy out the intent of the foregoing
resolutions. ·
The actions taken by the foregoing resolutions shatl be deemed to have been taken at the
offices ofthe Corporation on the day and you first above written.
. & @4 ga; ·
Andrew N. Yao ‘
Coostitutittg the Sole Director
..2.. -• 4
`PH`IEGAI:H639·i45v1[DY#QOE!.WPD)l1I4i9·1 , . SFQ 1993
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