EFTA Document EFTA01297269

Deutsche Bank Wealth Management For Bank UN Only Account &MISS!: Certificate of Corporate Resolutions The undersigned (the "Undersigned") hereby wades that: 1. (a) the Undersigned Is the duly appointed Secretary or other officer or director duly authorized to (if certify as to the corporate resolutions or consents ("Corporate Resolutions') of the board of directors or other governing body (the "Beard") 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, duty adopted in accordance with applicable law and governing organizational documents with respect to the account type(s) indicated below ("Account(s)"): Deposit Accoundsl Investment Advisory Account(s) Custody Account(s) (please select all that apply): . . discretionary ri 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 tine, and to open and maintain Accoum(s) with the Bank in accordance with all applicable laws. regulations and Bank and Corporation policies. RESOLVED, that the Corporation be bound by the terms and conditions set forth in any agreement or contract governing Accounts) (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 fthe "Authorized Signerfsrl 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, menage or close Ascount(s), to execute the Agreements, and to exercise and direct the exercise of all duties, rights and powers, arid to take all actions necessary or appropriate in connection with the opening, maintenance, management or closing of Accounts) 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 Astounds), including but not limited to assets listed as "held elsewhere," buy any assets for Account(s) and retain the services of en advisor, including the Bank consultant or brokorldealer to manage all or part of assets in Accounds), ell on such terms as the Authorized Signer(s) direct. RESOLVED, that the Bank may conclusively assume that all actions taken and instructions ONen by each of the Authorized Signer(s) have been properly taken or given pursuant to authority vested in such Authorized Signeds) and the Corporation shall indemnify and hoed 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 Accounts) or the Agreements shall in no manner derogate from the authority of the Authorized Signer(*) to take ail 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 Signeds) Ware authorized to delegate any and all of the powers enumerated in these Corporate Resolutions in connection with the Account(s) to such person(s) as the Authorized Signer(s) may elect. Such delegation shall be made via the execution of the ft:mot Appointment of Agents) ennead hereto =Exhibit A." VAII87954_.08TCA 010582102816 SDNY_Gi.l_00060238 CONFIDENTIAL - PURSUANT TO FED. R.QCINE IDENTIAL DB-SDNY-0023062 EFTA_00170781 EFTA01297269 AUTHORIZED SIGNER(S): If any Authorized Signer named below is an entity and not a natural person, please Autho Si list. Richard D. Kahn Pisa Nano Signatory Toe Authorized (select one): WI IndiAdually i Jointly with sip Other H Cheek only if the above Authorized Signer is authorized to grant powers enumerated in thine Corporate Resolutions to agents. Pont Name Tare Sgrrature Authorized (select one): C Individually Jointly with :* 1 Other Check only if the above Authorized Signer is mutilated to grant powers enumerated in these Corporate Resolutions to agents. Ake Nano Authorized (select one): Individually Jointly with Signature O Other O Check only if the above AtIthorrzed Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Print Mara rine SoCeature Authorized (select one): Individually I ! Jointly with Other Check only it the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to &Jens. 2. The above Corporate Resolutions are in full tome and affect as of the date shown below. 3. The Bank may rely conclusively on the instructions of the Authorized Signerls) in every respect unless or until the Bar* 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 Signer(s) appearing above, whose signatures appear above or on any attached signatory list. are true, correct and genuine. The a previously granted t Authorized Signer not named herein are hereby rewired. below. I have subscribed my signature and affixed the Corporate Seal (if required) II no seal is provided, the Corporation is representing that no seal is required Richard D. Kahn, selemIlITITINT Pint Name Ina Titre Dateittsle Centrism el Caporal, Illessestens int in data—the document is norm a*el; (elan brantl •-v Se ray or other lice or directors one of the Authorized Signers named is Certilkate of Resolutions must be confirmed below by another officer (orpgration y is not designated an Authorized Signer above unless the off rs or directors of the Corporation. Cen1kperion &zees',* Richard D. Kahn, Print Nerve end nee 2 Wat 57954_00TO> 019502 102816 SDNY_GM_00060239 CONFIDENTIAL - PURSUANT TO FED. R.QP NEIDENTIAL DB-SDNY-0023063 EFTA_00170782 EFTA01297270