EFTA01295163.pdf

Deutsche Bank Private Wealth Management For Bank Use Only Account Number(s): Certificate of Corporate Resolutions in favor of Deutsche Bank Trust Company Americas The undersigned (the "Undersigned") hereby certifies that: 1. (a) the Undersigned is the duly appointed Secretary or other officer or director duly authorized to (i) certify as to the corporate resolutions or consents ("Corporate Resolutions") of the board of directors or other governing body (the "'Board") and (ill to keep the records if ot,14w+ of (the "Corporation") a corporation duly organized, in good standing, and existing under the laws of -re- • and (b) the following is a true copy of the Corporate Resolutions of the Board, duly adopted in accordance with applicable law and governing organizational documents with respect to the account type(s) indicated below ("Account(s)"): Deposit Accounts) 0 Investment Advisory Accounts) 0 Custody Account(s) (please select all that apply): O discretionary O non-discretionary "RESOLVED, that it is desirable and in the best interests of the Corporation, and the Corporation 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 Corporation from time to time, and to open and maintain Account(s) with the Bank. RESOLVED, that the Corporation be bound by the terms and conditions set forth in any agreement or contract governing Account(s) (the "Account Agreement(s)") 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 directors, officers, employees and/or agents of the Corporation (the "Authorized Signer(s)") whose names, titles and signatures appear below, as amended from time to time by the Corporation, are hereby authorized and directed, for and on behalf of the Corporation, 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 Accounts) in the name of the Corporation. 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(s) and retain the services of an advisor, including the Bank, consultant or broker/dealer to manage ell or part of assets in Account(s), all on such terms as the Authorized Signora) direct. RESOLVED, that the Bank may conclusively assume that all actions taken and instructions given by each of the Authorized Signora) have been properly taken or given pursuant to authority vested in such Authorized Signed') and the Corporation 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 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 Signer(s) 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 all actions taken and expenses incurred heretofore by the Board or the Authorized Signeds) in connection with the Accounts) 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 Corporate Resolutions in connection with the Account(s) to such person(s) as the Authorized Signer(s) may elect. Such delegation shall be made via the execution of the form of Appointment of Agent(s) annexed hereto as Exhibit A." 11-PWM-0993111/111 1 009700.112111 SDNY_GM_00053887 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0016711 EFTA_0(1I 64457 EFTA01295163  AUTHORIZED SIGNERIS): If any Authorized Signer named below is an entity and rfgt a natural person, plea attach an rized Signatory list Plire7 tr ia4?•4 H si Pent Print Name s Authorized (select one): iil individually O Other O Check only if the above Authorized Signer is authorized to grant powers enumerated in Corporat °solutions to agents. gry (47 Print P ame Title ignature Authorized (select one): Individually O Jointly with O Other O Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Print Name Title Signature Authorized (select one): O Individually O Jointly with O Other O Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Print Name Title Signature Authorized (select one): O Individually O Jointly with O Other O Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. 2. The above Corporate Resolutions are in full force and effect and have not been modified or amended since the date shown below. 3. The Bank may rely conclusively on the instructions 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 Corporation has any interest In Account(s) opened and maintained in the name of the Corporation. 5. The titles and names of the Authorized Signer(s) appearing above. whose signatures appear above or on any attached signatory list, are true, correct and genuine. The authorities previously granted to any Authorized Signer not named herein are hereby revoked. In witness whereof, on the low, I have su ' signature and affixed the seal of Corporate Seal Of required) the Corporation (if requi If no seal is provided, the Signature: Corporation is representing that no seal is required. 2 Print Name and Title: • jeitt A Date of this Certificate of Corporate Resolutions: In -71/ /7 - thb docurrs1boot Sid It SUSS) blank) '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 of the Corporation. Confirmation Signature: Print Name and Title: 11-2MA-0893 )11/11) 2 009700.112111 SDNY_GM_00053888 CONFIDENTIAL — PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0016712 EFTA_00I 64-458 EFTA01295164