EFTA01298641.pdf

Deutsche Bank PrivateWealthManagement For Bank Use Only Account Number(s): Certificate of Limited Liability Company Resolutions in favor of Deutsche Bank Trust Company Americas The undersigned (the "Undersigned") hereby certifies that: 1. (a) the Undersigned is the duly appointed manager, member or officer duly authorized to (i) certify as to the Limited Liability Company resolutions or consents ("LLC Resolutions") of the member(s) (the "Member(s)") and (ii) to keep the records of NES, LLC (the "Company"), a Limited Liability Company duly formed, in good standing, and existing under the laws of NY • and (b) the following is a true copy of the LLC Resolutions of the Member(s), duly adopted in accordance with applicable law and governing formation documents with respect to the account type(s) indicated below ("Account(s)"): Pi Deposit Account(s) 0 Investment Advisory Account(s) 0 Custody Account(6) (please select all that apply): ID discretionary ❑ non-discretionary "RESOLVED, that it is desirable and in the best interests of the Company, and the Company is authorized, to designate Deutsche Bank Trust Company Americas (the "Bank") as depositary, custodian or investment advisor, as applicable, for such property as designated by the Company from time to time, and to open and maintain Accounts) with the Bank. RESOLVED, that the Company be bound by the terms and conditions set forth in any agreement or contract governing Account(s) (the "Account Agreements)") and any other document relating to products or services provided in connection with Account(s), as revised and/or amended from time to time (collectively, the "Agreements"). RESOLVED, that the managers, members, officers, employees and/or agents of the Company (the "Authorized Signerls)") whose names, titles and signatures appear below, as amended from time to time by the Company, are hereby authorized and directed, for and on behalf of the Company, to open, maintain, manage or close Account(s), to execute the Agreements, and to exercise and direct the exercise of all duties, rights and powers, and to take all actions necessary or appropriate in connection with the opening, maintenance, management or closing of Account) in the name of the Company, pursuant to the terms and conditions specified in the Agreements, and any applicable laws, rules and regulations. The Bank is authorized to accept instructions from the Authorized Signer(s) in connection with Account(s), including, but not limited to, endorsements and deposits of negotiable instruments, checks or other orders for the payment of money, and instructions to deposit, withdraw, transfer, deliver or assign assets in Account(s), sell any assets in Account(s), including but not limited to assets listed as "held elsewhere." buy any assets for Account) and retain the services of an advisor, including the Bank• consultant or broker/dealer to manage all or part of assets in Account(s), all on such terms as the Authorized Signer(s) direct. RESOLVED, that the Bank may conclusively assume that all actions taken and instructions given by each of the Authorized Signer(s) have been properly taken or given pursuant to authority vested in such Authorized Signer(s) and the Company shall indemnify and hold the Bank harmless from all claims, liabilities, losses, costs, expenses (including attorneys' fees) related to or arising from any action or inaction by any such Authorized Signer(s). RESOLVED, that the omission from these LLC Resolutions of any document, arrangement or action to be taken in accordance with the Account(s) or the Agreements shall in no manner derogate from the authority of the Authorized Signers) to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate or carry out the transactions contemplated by the foregoing Company Resolutions. RESOLVED, that all actions taken and expenses incurred heretofore by the Authorized Signer(s) in connection with the Account(s) or the Agreements are hereby ratified, approved and confirmed in all respects. RESOLVED, that if indicated below, the Authorized Signer(s) Is/are authorized to delegate any and all of the powers enumerated in these LLC Resolutions in connection with the Account(s) to such person(s) as the Authorized Signor(s) may elect. Such delegation shall be made via the execution of the form of Appointment of Agent(s) annexed hereto as Exhibit A." 12-PWM-0180 (03/171 1 010760.030812 SDNY_GM_00063549 CONFIDENTIAL — PURSUANT TO FED. Clabl VizolDENTIAL DB-SDNY-0026374 EFTA_00 174057 EFTA01298641  AUTHORIZED S1GNERIS): If any Authorized Signer named below re an entity end not a natural person, pieeserirHatch en Jeffreyffipsteln Print Name Tide Authorized (select one): 0 ImpaleIlY 0 Jointly with O Other O Chock only if the above Authorized Signer n authorized to grant powers enumerated in these 114 fleolutsonS to agents Darren Indyke Print Name Title Signature Authorized (select one): 0 IndividadlY 0 Joirty with Other 0 O Check only if the above Authorized Signer is authorized to grant powers enumerated hi these LLC Resoknions to agents. Print Name rrtle Signature Authorized (select one): 0 Individually 0 Jointly with 0 Other O Check only if the above Autivrized Sonar is authorized to grant powers LLCC s to agents. eV(y ge/k Print Na Tide re Authorized 'select one): E6nd 0/KILROY 0 Jointly with O Other 0 Check only if the above Authorized Signer is authorized to grant powers enumerated in these LLC Resolutions to agents. 2. The above LLC Resolutions are in full force and effect and have not been modified or amended since the date shown below. 3. The Bank nay rely Conclusive/ on the inStruCtiOne of the Authorized Signer's) in every respect unless or until the Bank receives written notification of the revocation and has had reasonable time to act on such notice. 4. No one other than the Company has any interest in Accounts) opened and rnektened in the name of the Company. 5. The tides and names of the Authorized SignerislaPPearing above, whose signatures appear above or on any attached signatory list, me true. correct and genuine. The authorities previously granted to any Authorized Signer not named heroin are hereby reveled. In witness whereof Signature Print Name and Trite: Jeffrey Fpslein Date of the Cartifiani of LW Resolutions 3 - (.1- v-t [Fe in aw -aidoormat is not wee er ee is an Mak) "ff the:nonage:. member or other authorized officer is one of the AJthorized Signers named abase. this Certificate of LLC Resolutions mat be confirmed below by another manager, member or officer of the Company who le not designated an Authorized Signer above unless the Authorized Signers are the only members of the Company. Confirmation %green Print Name and life: ii.Pwss.0100 03/12) 2 010710.030412 SDNY_GM_00063550 CONFIDENTIAL - PURSUANT TO FED. CQIN Vet) DENTIAL DB-SDNY-0026375 EFTA_00174058 EFTA01298642