EFTA01252362.pdf

IA Limited Liability Company (LLC) Certification In consideration of UBS Financial Services Inc. ('U8S') carrying one or more accounts in the name of Pot & Kettle, LLC a duly formed limited lability company ('LLC") of which each of the undersigned is a member or manager, the undersigned represent and warrant that the Lie is authorized to establish with UBS one or mare account for the purchase and sale of securities, money. stocks. options. bonds, rotes, futures contracts, commodities, commerdal 2 paper, certificates of deposit and other oblgations. contacts. all other property usually and customarily dealt in by brokerage firms, the establishment of credit andror the guarantee of another person's or entity's obligations (the - Account"); and is authorized to use the Accounts) and services offered by UBS to (a) sell short. (b) trade on margin. (c) borrow at obtain credit Concluding al manner of credits and/or letters of credit) from time to time from U.S and a guarantee obligations of others to U.S in United States dollars or any foreign amency. (d) effect UBS Card transactions, (e) contract for any and al invatment management and advisory services that UEIS now or hereafter provides and delegate discretion to U.S cc to a subaddsor In connection with such services, and (0 pledge, mortgage, assign or subject to a security Interest Of Pen any property of any sort of the LLC as security for any feb&ty of the LLC. The undersigned further certify to UBS that each of the following member(sYmanagers (hereinafter "Authorized Person(s)-): shall have authority on behalf of the LLC to bbuuyy, sea and otherwise deal In, through UBS as broker, stodts, bonds, options (indices, interest rates, foreign currency). and other securities and es, on cash or margin (including short sales), to borrow and obtain credit (Inducting al manner of credits and'or letters of credit) from time to time from UBS a, as applicable, its affiliates and guarantee otagadom of others to UBS or. as applcable. Its affiliates, In United States dollars or any foreign currency; to pledge, mortgage, assign or wbject to a security Interest a Ben any property of any sort of the LLC as security for any riabilty of the 1.1C; so receive on behalf of the tiC account demands. notices. confirmations. reports, statements of account and communications of every ;Find to receive on behalf of the LLC account money, securities and properly of every kind and to dispose of same; to make distributions/transfers km the LLC account by check automatic fund transfer, access cards (If used) or otherwise to argot the Authorized Persons (Jadedly, without limitation, transfers to an Authorized Person a directed by that same Authorized Person) and others; to contract for any and all investment management and advisory services that UBS now or hereafter provides and delegate discretion to UBS or to a subadvisor in connection with such services; to make on behalf of the LLC account agreement relating to any of the foregoing matters and to terminate a modify same or waive any of the provisions thereof; and that each of the said authorized Ina/duals is authorized for the current taxable year and all future [arable bears trig this certification is revoked or modified to execute and deliver to UBS on behalf of the Organization any and al tax karts and other tax-related documents related to any account of this Organization (Induding without limitation U.S. internal Revenue Service Forms W-8 arid W-9, as applicable, and any documents relating thereto) and to make any certifications or representations under penalty of perjury on behalf of the Organization that are required by such forms or documents; and generally to deal with UBS or, as applable. its affiliates on behalf of the LLC account as fully and completely as ff he alone were interested in said account if the Authorized Person(s) indicated below are not Members/Managers of the LLC, then the undersigned hereby warrant and represent that such person(s) have been vested such authority by the LLC. The authority hereby conferred shall remain in force until written notice of its revocation is delivered to the branch office where the account is maintained and receipt is acknowledged by UBS. The undentaned further authorize MS. In the event of death a retirement of any of the members of said LLC or the termination of the LLC, to take such oceans, require such papas, retain such portion of or restrict transactions in said account as UBS may deem advisable to protect UBS against any lataily, penalty or loss under any present or future law or otherwise. It is further agreed that n the event of the death or retirement of any member of the said LLC the remaining members wall immediately notify UBS of sudi fact. If UBS is uncertain as to the authority of an Authorized Person, UBS may refrain from taidng any action with respect to the account um/ such time it is satisfied as to his or her authority. The undersigned hereby acknowledge that U8S will rely on the representations made herein. In consideration of U8S acting in reliance upon the foregoing certification, it shall be fully protected in so acting and the tiC agrees to indemnify and hold harmless UBS from and against any and all loss, damage, Labatt claims and expenses arising by reason of its acting in reliance on this LLC Certification. if the Authorized Persons) listed below are not Members or Managers of the LLC, then the undersigned hereby warrant and represent that such personal have been vested authority by the Limited liability Company and wall deliver to UBS a Power of Attorney (PC/A) to effect and evidence such appointment This certification shall enure to the benefit of any WaeSSods) of the assigns. • a Pot & Kettle, I.LC is a limited liability company organized in the U.S. with en& one shareholdedmember that is a disregarded as an entity separate from its owner. •I ar4OOiNtaITEM 'i 111MERBIZE Ghisiaine Maxwell taray rarrtecsgn herebncertify iilisimiga jtjakajrign Name: Ghislaine Maxwell Type of Member: Managing Member tgotteKeitleTATIZ-R: For Business S ices Account): Y1 23658 SIGN r, :d GAIT HERE to 0094086003 Page 1 of 1 1111 11111111 27 SDNY_GM_0002O429 CONFIDENTIAL EFTA_00131049 EFTA01252362