EFTA01295165.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 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 (ii) to keep the records of frioyt Te<. (the "Corporation") a corporation duly organized, in good standing, and existing under the laws of U 5 lt.V • 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)"): Ili Deposit Account(s) 0 Investment Advisory Account(s) 0 Custody Accounts) (please select all that apply): El discretionary 0 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, asapplicable, 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 bo 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 Account(s) 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 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 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 Account(s) 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 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 Corporate Resolutions in connection with the Accounts) 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-069301/111 1 009700112111 SDNY_GM_00053889 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SDNY-0016713 EFTA_00I 64459 EFTA01295165  AUTHORIZED SIONER(S): If any Authorized Signer named below is an entity and not a natural person, plea .Y0) geld Print Name Title Authorized (select one): aindividually 0 Jointly with El Other O Check only if the above Authorized Signer is authorized to grant powers enumerate n ese Corporate Resolutions to agents. Print N e 447 Trtle igna:r1 Authorized (select one): L31"ndividually 0 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): ❑ Individually 0 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): 0 Individually 0 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 Signerls) appearing above, whose signatures appear above or on any attached signatory list are true, correct and genuine. The authorities previously granted to any Authorised Signer not named herein are hereby revoked. In witness whereof, on the date shown be •w, I have ture and affixed the seal of Corporate Seal (if required) the Corporation (if retried)- If no seal is provided, the Signature: / Corporation is representing that no seal is required. Print Name and TM.: 5 C Date of this Certificate of Corporate Resolutions: TN in este - the dew t Ynotwad if dee is left Wenn "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 Signors are the only officers or directors of the Corporation. Confirmation Signature: Print Name and Tide: 1I-PWM-0803 1/11) 2 009700.112111 SDNY_GM_00053890 CONFIDENTIAL — PURSUANT TO FED. R.QQN(F IDENTIAL DB-SONY-0016714 EFTA_001644460 EFTA01295166