EFTA01295171.pdf

Deutsche Bank Private Wealth Management For Bank Use Only Account Number(sl: Certificate of Corporate Resolutions in favor of Deutsche Bank Trust Company Americas The undersigned (the "Undersigned" hereby certifies that: 1. (a) the U rdereignedM the dulY eppolnted Secretary or other officer or director duty authorized to 0) oerdfy as to the corporate rev:anon* or consents ("C Resolutions") of the board of directors or other governing body (the "Board") and (III to keep the records of hod- px• orporate (the "Corporation') a corporation duly organized, in good standing, and existing under the laws of U5 t/ • end (b) the following is a in* copy of the Corporate Resolution" of the Board, duly adopted in accordance with applicable law and governing organizational documents with respect to the account typists) Indicated below ("Account(sr): ra Deposit Accounts) O Investment Advisory Accounts) O Custody Accounts) (please select all that apply): O discretionary O non-discretionary 'RESOLVED, that it Is desirable end In the best interests of the Corporation• and the Corporation Is authorized, to designate Deutsche Bank Trust Company Americas (t/w 'Bonk') as depositary, c ustodien or investment advisee, as applicable. tor such property as designated by the Corporation from time to time, and to open and rreskiteln Accounts) with the Bank. RESOLVED, that the Corporation be bound by the terms and conditions set forth in any agreement or contract governing Accounts) (the "Account Agreements)") and any other document reigning to products or services provided in connection with Account(s), as revised end/or amended from time to time (collectively, the "Agreements"). RESOLVED, that the directors, officers, employees and/or agents of the Corporation (the "Authorized Signors)") whose names, oleo and signatures appear below, as amended from time to time bythe Corporation, are hereby authorized end directed, for and on behalf of the Corporation, to open, maintain, menage of close Accounts), toasts the Agreements, and to exercise and direct the exercise ot duties, rights and powers, and to take alt actions necessary or approptiste in connection with the opening, maintenance, management or closing of Accounts) In the name of the Corporation• Pursuant to the terms end condition specified in the Agreements. end any applicable taws, rides end regulation. The Bank is authorized to accept instructions from the Authorized Signets, In connection with Account(s), including, but not Ignited to, endorsements and deposit' of negotiable instruments, checks or other orders for the payment of money, and instructons to deposit, withdrew, transfer, deliver or assign assets M Acoount(e), sell any assets In Accounts), Including but not limited to assets listed as "held elsewhere," buy any assets for Accounts) and retain the services of an advisor, including the Bank, consultant or brokerldealer to menage all or part of assets In Accounts), ell on such tame as the Authorized Signets) direct. RESOLVED, that the Bank may conclusively assume that all actions taken and instructions given by each of the Authorized Signets) have been property taken or given pursuant to authority vested In Such Authorized Signets) and the Corporation shall indemnify and hold the Bank harmless from all claims, Sebritlits, looses, costs, expenses (including attorneys' fees) related to or seising from any action or Inaction by any such Authorized Sigher(s). RESOLVED, that the omission from these Corporate Resolutions of any document arrangement or action to be taken in accordance with the Accounts) or the Agreements shall in no manner derogate from the authority of the Authorized Signets/ to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate or carry out the transactions contemplated by the foregoing Corporate Resolutions. RESOLVED, that ell actions taken and expenses Inland heretofore by the Bored or the Authorized Signets) in connection with the Account") or the Agreements are hereby ratified, approved and confirmed in all respects. RESOLVED, that if Indicated below, the Authorized Signets) is/are authorized to delegate any and ell of the powers enumerated In these Corporate Resolutions in correction with the Accounts) to such persons) es the Authorized Signori') may elect. Such delegation that be made vie the execution of the form of Appointment of Age nt(s) annexed hereto es Exhibit A' il-Pnil-0400 (ant) 1 006,70).t12111 SDNY_GM_00053899 CONFIDENTIAL - PURSUANT TO FED R.Q0 . AIE IDENTIAL DB-SDNY-0016723 EFTA_00164469 EFTA01295171  AUTHORIZED SIGNER(S): if any Authorized Signer named below is an entity and not • natural person, P ffi et /A ifeslikat fr Print Name Tide Author zed (select one): ually O Jointly with O Other O Check only It the above a 4utherized Signer is authorized to grant powers enumena ee Corporate Resolutions to agents. //11/ Print N er r Tolle 42e Authorized (select one): ar‘dividially O Jointly with . O Other O Check only N the above Authorized Signer Is authorized to grant powers enumerated In these Corporate Resolutions to agente. Print Name Title Signature Authorized 'select one): O individually O Jointly with O Other El Check only if the above Authorized Signet Is authorized to grant powers enumerated in thew Corporate Resolutions to agents. Print Name Ube Signature Authorized (select one): O mayschmuy O Jointly with O Other CI Check only If the above Authorized Signer is authorized to grant powers enumerated In those Corporate Resolutions to agents. 2. The above Corporate Reeolutions are in full fors:sand effect end have not been modified or amended since the date shown below. 3. The Bank may rely conclusively on the instructions of the Authorized Signer(si in every respect unless or until the Sank recerves written notification of the revocation and has had reasonable time to eat on such notice. 4. No one other then the Corporation has any interest In Account(e) opened and maintained In the name of the Corporation. 5. The title and names of the Authorized Signs:(s) appearing above, whose signatures appear above a on any attached signatory list are true, correct and genuine. The authorities preiviousty granted to any Authorized Signer not mimed herein are hereby revoked. In witness whereof, on e and affixed the seal of Corporate Seal required) the Corporation (lir If no seal is provided, the Signature: Corporation is representing that no seal is required. Print Name and Title: Date of this Certificate of Corporate Resolutions Finn ebb - b not valid a6ft Is SAW** "If the Secretary or other authorized officer or director Is one of the Authorized Signers named above, this Certificate of Corporate Resolutions must be confirmed below by another officer or director of the Corporation who is not designated an Authorized Signer above unless the Authorized Signers are the only officers or directors the Corporation Confirnertion Signature: O." A-MA— 17 Print Name and Title: ....›atlitl et Tri-zirY... 4 114,YA4-00113III /Ill 2 00%00.112111 SDNY_GM_00053900 CONFIDENTIAL - PURSUANT TO FED_ „QC).NEIDENTIAL DB-SDNY-0016724 EFTA_00164470 EFTA01295172