EFTA01295165.pdf

Deutsche Bank
Private Wealth Management
For Bank Use Only
Account Number(sl:
Certificate of Corporate Resolutions in favor of
Deutsche Bank Trust Company Americas
The undersigned (the "Undersigned") hereby certifies that:
1. (a) the Undersigned is the duly appointed Secretary or other officer or director duly authorized to (i) 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
frioyt Te<.
of (the "Corporation") a corporation duly
organized, in good standing, and existing under the laws of U 5 lt.V • and
(b) the following is a true copy of the Corporate Resolutions of the Board, duly adopted in accordance with applicable law and governing
organizational documents with respect to the account type(s) indicated below ("Account(s)"):
Ili Deposit Account(s) 0 Investment Advisory Account(s) 0 Custody Accounts)
(please select all that apply):
El discretionary
0 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 (the "Bank") as depositary, custodian or investment advisor, asapplicable, for such property as designated
by the Corporation from time to time, and to open and maintain Account(s) with the Bank.
RESOLVED, that the Corporation bo 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 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 (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 take all actions necessary or appropriate in connection with the opening, maintenance, management
or 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 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
but 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 Signer(s) 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 Authorized Signer(s) and the Corporation 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 Corporate Resolutions of 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
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 Signer(s) is/are authorized to delegate any and all of the powers enumerated in these
Corporate Resolutions in connection with the Accounts) to such person(s) as the Authorized Signer(s) may elect. Such delegation shall
be made via the execution of the form of Appointment of Agent(s) annexed hereto as Exhibit A."
11-PWM-069301/111
1 009700112111
SDNY_GM_00053889
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0016713
EFTA_00I 64459
EFTA01295165

AUTHORIZED SIONER(S):
If any Authorized Signer named below is an entity and not a natural person, plea
.Y0) geld
Print Name Title
Authorized (select one): aindividually 0 Jointly with
El Other
O Check only if the above Authorized Signer is authorized to grant powers enumerate n ese Corporate Resolutions to agents.
447
Print N e Trtle igna:r1
Authorized (select one): L31"ndividually 0 Jointly with
O Other
O Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents.
Print Name Title Signature
Authorized (select one): q Individually 0 Jointly with
O Other
O Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents.
Print Name Title Signature
Authorized (select one): 0 Individually 0 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 and have not been modified or amended since the date shown below.
3. The Bank may rely conclusively on the instructions of the Authorized Signer(s) 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 Account(s) opened and maintained in the name of the Corporation.
5. The titles and names of the Authorized Signerls) appearing above, whose signatures appear above or on any attached signatory list are
true, correct and genuine.
The authorities previously granted to any Authorised Signer not named herein are hereby revoked.
In witness whereof, on the date shown be •w, I have ture and affixed the seal of Corporate Seal (if required)
the Corporation (if retried)-
If no seal is provided, the
Signature: / Corporation is representing
that no seal is required.
Print Name and TM.: 5
C
Date of this Certificate of Corporate Resolutions:
TN in este - the dew t Ynotwad if dee is left Wenn
"If the Secretary or other authorized officer or director is one of the Authorized Signers named
above, this Certificate of Corporate Resolutions must be confirmed below by another officer or
director of the Corporation who Is not designated an Authorized Signer above unless the
Authorized Signors are the only officers or directors of the Corporation.
Confirmation Signature:
Print Name and Tide:
1I -PWM-0803 1/11)
2 009700.112111
SDNY_GM_00053890
IDENTIAL
CONFIDENTIAL — PURSUANT TO FED. R.QQN(F DB-SONY-0016714
EFTA_001644460
EFTA01295166