EFTA01255352.pdf

Deutsche Bank Wealth Managetnent For Bonk Use Only Account Number(s): Certificate of Corporate Resolutions The undersigned (the "Undersigned") hereby certifies that: 1. (a) the Undersigned is the duty 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 HBRK Associates Inc . (the "Corporation") a corporation duly organized, in good standing, and existing under the laws of New York ;and (b) the following is a true copy of the Corporate Resolutions of the Board, duly adopted in accordance with applicable law end governing organizational documents with respect to the account typels) indicated below ("AccouM(sr): Deposit Account(s) Investment Advisory Accounts) Custody Account(s) (please select all that apply). discretionary 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 or any of its affiliates or subsidiaries (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 in accordance with am applicable laws. regulations and Sank and Corporation policies. 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 Signers)") 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(a) in the name of the Corporation, pursuant to the terms and conditions specified in tho 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 asses in Account(s), sell any assets in Accounts), including but not limited to assets listed as "held elsewhere," buy any assets for Accounts) end 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 Signe(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(*) or the Agreements shall in no manner derogate from the authority of the Authorized Signals) 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 Signals) is/are authorized to delegate any and all of the powers enumerated in these Corporate Resolutions in connection with the Acoount(s) to such person(s) es the Authorized Signer(s) may elect. Such delegation shall be made via the execution of the formof Appointment of Agent(s) annexed hereto as Exhibit A." W14167%.4_DBICA 019W21022316 SDNY_Gl.l_00060097 CONFIDENTIAL - PURSUANT TO FED R.QP . AIE IDENTIAL DB-SDNY-0022921 EFTA_00170640 EFTA01255352  AUTHORIZED SIGNER(S): If any Authorized Signer named below is an entity and not a natural person, please Richard 0. Kahn Signatory Print Name Title Authorized (select one): it Individually Li Jointly with Other Check only if the above Authorized Signer is authorized to grant pomem enumerated in these Corporate Resolutions to agents. Prim Noma rub Senetirie Authorized (select one): Individually I Jointly with Other Check only if the above Authorbed Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Prim Name Tale Saanar.ure Authorized (select one): Individualhe Jointly with Other Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corpora Fie:chant toagents. PM! Name Title Signature Authorized (select one): a Intilvkluay CI Jointly with Other Check only it the above Authorized Signer is authorized to grant Doman enumerated in these Corporate Resolutions to agents. 2. The above Corporate Resolutions we in full force and effect as of the date shown below 3. The Bank may rely conclusively on the instruction of the Authorized Signet(s) in every respect tits or until the Sank receives written notification of the revocation and hashed 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 mantra of the Authorized Signet(s) appearing above, whose signatures appear above or on any attached signatory list. are true, correct and genuine. The eutho previously granted a Authorized Signer not named herein are hereby revoked. In wi reof,on the date j6wry below. I have subscribed my signature and allied the Corporate Seal (if required) seal f t atiojf(if reguir, Noosed is provided. the Corporation is representing Sip that no seal is required. Richard D. Kahn, sotemblifilW Pnnt Name and Tide Dale Of trde Certlfiaot Comonde FlasolutIene (FM in date—this clocuntem is not wad il date r left Swag Mary or other au Ricer or director Is one of the Authorized Signers named Certificate of Ca Resolutions must be confirmed below by another officer anion is not designated an Authorized Signer above unless the IS or directors of the Corporation. Conti Signature Kahn, Richard D. Print Name and Tale 4/ CJoy/ 2 WhlI 6795A_DDICA 014582.102816 SDNY_GI,I_00060098 CONFIDENTIAL - PURSUANT TO FED R.QP.NEIDENTIAL DB-SDNY-0022922 EF1'A_00170641 EFTA01255353