CORPORATE RESOLUTION TO BORROW
Corporation: Resources Connection, Inc.
695 Town Center Drive
Costa Mesa, CA
I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:
THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is Resources
Connection, Inc. ("Corporation"). The Corporation is a corporation for profit which is, and at all times shall be,
duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware.
The Corporation is duly authorized to transact business in the State of California and all other states in which the
Corporation is doing business, having obtained all necessary filings, governmental licenses and approvals for each
state in which the Corporation is doing business. Specifically, the Corporation is, and at all times shall be, duly
qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse
effect on its business or financial condition. The Corporation has the full power and authority to own its properties
and to transact the business in which it is presently engaged or presently proposes to engage. The Corporation
maintains its principal office at 695 Town Center Drive, Costa Mesa, CA. Unless the Corporation has designated
otherwise in writing, this is the principal office at which the Corporation keeps its books and records. The
Corporation will notify Lender prior to any change in the location of the Corporation's state of organization or any
change in the Corporation's name. The Corporation shall do all things necessary to preserve and to keep in full
force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi--governmental authority or court applicable to the
Corporation and the Corporation's business activities.
RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the Corporation is a close