EFTA01362786

1. to designate one or more banks, trust companies or other, similar institutions as depositories of the funds, including, without limitation, cash and cash equivalents, of die CorpOrition; • • To open, keep and close general and special bank accounts; irichiding general depotit accounts, payroll accounts and working:4mi' accalba, with any sueli.depositorY; 3: Ti.) cause to be deposited in such `accounts. with any swili.depository, froni t ic 'to time such . funds, including, without limitation, cash :arid cash -equivalents, oL the Corporation, as such . . officers deem necessary or advisable, and to designate or change the designation of the officer or officers and agents of the Corporation :who will 'be authorized to. make such deposits and m endorse such checks, drafts•br.other instruments. for such deposits; . . 4. From time to time to designate or change the riesignation.of the officer or officers and agent or agents of the Corporation who. will be authorized to sign or countersign thecks, drafts or other orders for the payMent's of money issued in the name of the CoMprition against any funds • deposited in such.acemintscand to revoke any such designation; 5. To authorize the use of facsimile signatures for the signing or countersigning of checks., drafts or • other rarders for the payment of money. and to enter into such agreements as banks. antitrust companies customarily require as a:condition for perinitting the use of faesitnile.signaturai; • • 6. To make such general and spectid' rules and regulations with respect to such accounts as they may deem necessary or advisable: and " • • • • 7 To complete; execute and/or 'certify any customary printed blink signatiare card forms in order' to conveniently exercise •the *authority granted :by. this resolution and any resolutions thereon shall be deemed adoptedis part hereof; and it is further RESOLVED; thatthe-President orthe Secretary of the Corporation be; and such' officer hereby is, aathonzed taprepire and certify as the resolutions of the 13oartkof Directors, as if adopted verbatim by this Consent, any such aelditionaltesolutions as any such depository Maize:NI= in connection with the opening •• of an accountwith such depository as authorized pirstiant to the immediately preceding resolution, and that any . such depository to which a copy of the immediately preceding resolution and inch additional resolutions, if any; hive been certified shall be entitled io relY thereon for all purposes until it shall have • received written notice of the revocation:or amendment of sucb resolutions by thy.fioartf of Directors; and it is further ,• . . . • • • RESOLVED, that the fiscal year of:this Corporation.shall begin the first day of ,'January in. each year; and it is further . . . • ..• . . RESOLVED,. that for the purpose of authorizing the COrpotation to do business in any state, territory •or depetidenty oldie United States or any foreign country in'which it is necessary or expedient- fOr . the. Corporation ;to transact. business, the officers of the Corporation be, and.•each of them hereby is, authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and. •' change the location of all necessary offices of the Corporation, whether statutory or otherwise, and, under the seal of the Corporation, to make andfile all necessary certificates, reports, powers of attorney and other -- instrunients as may be reqiiiked by..the laWs of stich 'tiate, 'territory, dependency .or cbuntry'to aritliothe the CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0052400 SDNY_GM_00198584 EFTA01362786