EFTA01385756.pdf

Deutsche Barth Wealth Management For Bank Use Only Account Number(s): Certificate of Limited Liability Company Resolutions in favor of Deutsche Bank Trust Company Arne; i,as The undersigned (the "Undersigned") hereby certifies that: 1. (a) the Undersigned is the duly appointed manager, member or of liter duty authorized to (i) certify as to the Limited Liability Company or consents ("LLC Resolutions"' of the member(s) (the "Member(s)") and fii) to keep the records of Southern Financial LLC , (the "Company"). US Virgin Islans d ; and a Limited Liability Company duly formed, in good standing. and existing under the laws of (b) the following is a true copy of the LLC Resolutions of the Member's). duly adopted in accordance with applicable law and governing formation documents with respect to the account type(s) indicated below ("Account(s)"): SB 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 Company, and the Company 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 Company from limo to time, and to open and maintain Account(s) with the Bank. RESOLVED, that the Company be bound by the terms and conditions set forth in any agreement or contract governing Accounts) (the "Account Agreementis)") 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 managers, members, officers. employees and/or agents of the Company (the "Authorized Signeris)" ) whose names, titles and signatures appear below, as amended from time to time by the Company, are hereby authorized and directed, for and on behalf of the Company, to open, maintain, manage or close Account(s), to execute the Agreements. and to exercise and direct the exercise of all duties. rights and pavers, 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 Company, 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 hut 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 Signeds) 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 Authoeized Signer(s) and the Company 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 LLC Resolutions ol 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 Company Resolutions. RESOLVED. that all actions taken and expenses incurred heretofore by the Authorized Signed& in connection with the Meetings) 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 LLC Resolutions in connection with the Account(s) to such person(sl as the Authorized Signer(s) may elect. Such delegation shall be made via the execution of the form ol Appointment of Agents) annexed hereto as "Exhibit A." W0.11137955_08TCA 019$83.062116 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0087094 CONFIDENTIAL SDNY_GM_00233278 EFTA01385756