EFTA Document EFTA01298466

Deutsche Bank Wealth Management ORIGINAL For Bank Use Only Account Numberisr Certificate of Corporate 9,(7,,se!'.,1:., Deutsche Bank Trus.i Corn;-.;?..mv The undersigned (the "Undersigned") hereby certifies that: 1. (a) the Undersigned is the duly appointed Secretary or other officer or director duly authorized to Ii) 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 Southern Trust Company, Inc. a corporation duly organized, in good standing. and eoistine under the laws of US Virgin Islands . (the "Corporation") :and (b) the following is a true copy of the Corporate Resolutions ol the Board, duly adopted in accordance with applicable law and governing organizational documents with respect to the account typtesr indicated below ("Account(s)"): WI Deposit Accounts) Investment Advisory Account(s) fplease select all that applye discretionary non-discretionary "RESOLVED. that it is desirable and in the best interests of the Corporatism and the Cot potation is authorized, to designate Deutsche Bank Trust Company Americas (the -Bank") as depositary, custodian Or investment adviser, as applicable. For such property as designated by the Corporation from time to time, and to open and maintain Accoungs) with the Bank. 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 oe 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 ol the Corporation (the "Authorized Signer(s)") 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 rake all actions necessary or appropriate in connection with the opening, maintenance, management a closing of Account(s) 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 Irons the Authorized Signet(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 of assign assets in Account(s), sell any assets in Account(s), including but not limited to assets listed as "held elsewhere." buy any assets for Accounts) 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 Signerls) direct. RESOLVED, that the Bank may conclusively assume that all actions taken and instructions given by each of the Authorized Signa(s) have been properly taken or given pursuant to authority vested in such Authorized Signer(s) and the Corporation shall indemnity 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 sock Authorized Signedsi. RESOLVED, that the omission horn these Corporate Resolutions el any document. arrangement or action to be taken in accordance with the Account(s) or the Agreements shall in no ',tennis derogate hem the authority of the Authorized Signer(s) to take all actions necessary, desirable, advisable or appropi rate to consummate. effectuate or catty out the transactions contemplated by the foregoing Corporate Resolutions. Custody Account(s) RESOLVED. that all actions taken and expenses incurred heretofore hy 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/am authored to delegate any and of the powers enumerated in these Corporate Resolutions in connection with the Accounts) to such personla as the Authorized Signeds) may elect. Such delegation shall be made via the execution of the form of Appointment of Agent(s) annexed hereto as Exhibit A.' WitA167954..013TCA 019382.062016 SDNY_GM_00063071 CONFIDENTIAL - PURSUANT TO FED. R.QQ . N. FIDENTIAL DB-SONY-0025896 EFTA_00I 73579 EFTA01298466 AUTHORIZED SIGNER($): If any Authorized Signer named below is an entity think Homo arlthrwTille t a I131 al person please tivo rye.% 4 Alley Szeteln Signatory Authorized (select ortel: 2 Individually ... Jointly with 0 Check only if the above Authorized Signer is author_ iced wranepgwces enucterated in these Corporate so* ns to agents. Darren In ks, iterry.seryeie cre Se tor/ ..t.v0 Signatory /OP J 4. Torn jtnat.o0 Print Name Authorized (select one): Pi Individually t Jointly with Other C Check only the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Prim Name Tab Authorized (select one): 91 Individually 0 Jointly with 4nPoOttne O Other Zi Check only if the above Authorized Signer is authorized to grant powers onomereted in these C0rp0rete Resolutions to agents. Jeanne Brennan Signatory NMI Name Tom siererwe Authorized (select one): J Individually Jointly with O Other O Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. 2. The above Corporate Resolutions are in full force and effect 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 Bank 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 AecounifsloPened and maintained in the name of the Corporation. 5. The titles and names of the Authorized Signers) appearing above. whose Setnewres appear above or on ony attached signatory list, are true, correct and genuine. The authorities pueviously granted to any Authorized Signer not named holien aro heathy revoked. In witness whereot on the date shown below. I have subscribed my signature and affixed the seal of the Corporation (if r u e signewe a_ :3 s t,...A...k.._ 2 .1 V.42-4-11.V.1 Prim -Mum Tab g , c-1 Lt DM al MS MicoM 01 mo lo RoS0ltnsons WM in dole—WI dowencni is nos valid 0 Moe vs He. bla€0.1 'elf Secretary • above. this Certifies or director of the Authorized Signers a firmotion mint Nome and Trite r authorized officer or s one of Authorized Signers named of Corpora ons must he toner-mad below by another officer aced an Authorized Signer 141)0V0 unless the eters of the Corporation. is not de the only officers or di iil -eggs ttei1/417 Corporate Seal (if required) If no seal is provided, the Corporation is representing that no seal is required. INS.0167954_08TCA 015592.061016 SDNY_GM_00063072 CONFIDENTIAL - PURSUANT TO FED. R.QPN(F IDENTIAL DB-SDNY-0025897 EFTA_00173580 EFTA01298467