EFTA01273251.pdf

Corporate Resolutions
z
aa
a
WHEREAS. The Corporation seeks to benefit from opening and maintaining one or more securities, loan and/or guarantee accounts at UBS
Financial Services Inc. (11851. 2
NOW, THEREFORE, BE if RESOLVED THAT:
a
1) The Corporation is authorized to establish with UBS one or more accounts for the purchase and sale of securities, money, stocks, options, bonds, notes,
futures contracts, commodities, commerdal paper, certificates of deposit and other obkations, contracts, all other property usually and custornanN dealt in
by brokerage termite establishment of credit and/or the guarantee of another person's or entity's obligations (the `Accounts). UBS is designated an agent
of the Corporation for property of any nature and is authorized to receive, hold and dekver any funds, securities or other properly within or without the
United States, registered in or transferred into the name of UBS or its nominee(s) or the name of one or more custo6ans or nominees thereof. U8S may
either directly or through custodians retain unregistered securities or deposit the certificates representing suds securities, in bulk with a central certificate
depositary, so that transfer of ownership of such securities may be made by bookkeeping entry on the booksof such depositary.
2) The Corporation ft authorized to use the Account) and services offered by UBS to (a) tel short, (b) trade on margin. (c) borrow and/or obtain credit
(mdudhig all manner of credits ardkr letters of credit) from time to time from UBS and guarantee obligations of others to UBS. in United States dollars or
any foreign currency (d) effect UBS Card transactions, (e) contract for any and al Investment management and advisory services that UBS now or hereafter
provides and delegate cfscretion to UBS or to a sub-advisor in connection with such services and (ft pledge, mortgage, assign or subject to a security Interest
or lien any property of any sort of the Corporation as security for any liability of the Comoration.
3) Each of the corporate offices or authorized representatives named Es the spaces below (each, together with persons designated under resolution number
4 below, hereinafter called an *Authorized Person") are authorized incfnidually without counter signature or co-signature. to act on behalfof the
Corporation and UBS is authcelzed, but not obligated to deal with each Authorized Person, inceviduaiN In connection with all aspects of the Account(s), to
(a) open the Account(s) and, with respect to the Account(s), to execute on behalf of the Corporation arty and all relevant documents, and to deal with UBS
with no Emits as to amount, (b) obtain all such services as UBS shut offer, inducing but not limited to the services set forth under resolutions natter 2 and
5 and to purchase and sell and enter into any transaction whatsoever in connection with the Account) and the property therein, and (c) bind the
Corporation In respect of any agreements entered into pursuant to awe (a) or (1) of this third resolution, and (d) the said Authorized Persons acting as
above specified are authorized for the current taxable year and all future years unti the resolution is revoked or modified or the Account(s) Is/are closed to
execute and deliver to UBS on behalf of the Corporation any and all tax forms and other tax-related documents related to an Account of this Corporation
(including without limitation U.S. Internal Revenue Service Forms W-fl and W-9. as applicable. and any documents relating thereto) and to make
certifications or representations under penalty of perjury on behalf d the Corporation that are reeled by such forms or documents. These resolutions
supersede any previous resolutions of the Corporation presented to UK Financial Services Inc. moaning the Account(s).
4) The Authorized Persons rent as abode specified are authorized to appoint one or more attomeys-in-fact or agents to act on behalf of the Corporation in
the same capacity as set forth above, and are outer,' to execute and delver to UBS any powers of attorney or other documents to effect or evidence
such Appointment
5) UBS is authorized, but not obligated, to deal with each Authorized Person individually, as blows. subject to the Corporation having completed
documentation relating to the relevant products and services and subject to UBS poky and practice as in effect from time to time:
a) to accept all orders for purchases and sales and all Instructions of any nature whatsoever in connection with the Account(s) which UBS believes
In good faith to have been originated by an Authorized Person, whether given verbally, in writing, or via electronic or other communications, as
the action of the Corporation without Emit or further inquiry;
b) to receive any funds, securities or other property for the Accounts) of the Corporation; to receive drafts, cheds or other funds or property
delvered to It for deposit for the Account) of the Corporation, whether or not endorsed with the name of the Corporation by rubber stamp,
facsimile, mechanical, manual or other signalise, and any such endorsement by whomsoever sifted shall be the endorsement of the Corporation.
or otherwise endorsed, or unendorsed, provided that if any such item shall bear, or be accompanied by cfrections (by whomsoever made) for
deposit to a specific account then such deposit shall be to suds specific account; and to honor written instructions from each Authorized Person
to deliver either in bearer form, In street certificates, in any names or In any other manner any funds. stultifies or other property held for the
Account(s) of the Corporation:
c) to honor instructions from each Authorized Person to write checks. drafts, instruments. Instructions or orders for the payment or withdrawal of
funds drawn on the Account) or payable to the order of the Corporation ('Payments') without brat as to amount, witlsout inquiry, Inducting
Payments to the order of or in favor of any person who authorized the Payment or any other officer, authorized representative or agent of the
Corporation, and UBS, its subsidiaries and affiliates shall not be liable for any disposition which arty such officer, authorized representative or
agent shat make of all or any part of any Payment, notwithstanding that such Payment may be for the personal accord a benefit or in payment
of the individual obligation of any such officer, authorized representative or agent to UBS, or otherwise;
d) to open deposit accounts in foreign currencies with any depositary to purchase, sell, transfer, or dispose of for present or future delivery foreign
moneys, credits or exchange on deposit or otherwise and all manner of instruments representative thereof by endorsement or otherwise, and to
execute and dearer any agreements or instruments relating to any such transactions;
6) My and all actions previously taken with respect to matters provided for by these resolution are hereby ratified, confirmed and approved.
7) MS, its subsidiaries and affiliates are authorized to rely upon the authority conferred by these resolutions and upon any certification given in accordance
with these resolutions unless and until U85 receives written notice of an amendment, modification or revocation of these resclutions. In the event that UBS
for any reason, is uncertain as to the continuing effectiveness of the authority conferred by these resolutions or any other resolutions of the Corporation or
the authority of any Authorized Person, UBS may retrain from taking any action with respect to the Account) until such time as it is satisfied as to its
authority.
iii
0094086038 Page 1 of 2
Continued on next page...
21
CONFIDENTIAL SDNY_GM_00020419
EFTA_00131039
EFTA01273251

>• 8) In canderation of UBS and any of its subsidenes or athletes acting in reliance upon these resat:Bonsai:any certification by the Secretary, they shall be
fully protected in so acting and the Corporation agrees to indemnify and save harmless UBS and any of it subsidiaries a affiliates from and against any and
zo
all loss, damage. liablity, dairm and expenses including legal fees arising out of their so acing or its refraining from taking any action.
9) The Secretary or an Assistant Secretary of the Corporation is authorized and directed to certify to UBS and any of its stbsellanes or athletes:
-4 a) that these resolutions have been duly adopted. are in full force and effect and are in accordance with the charter and by-laws of the
O
Corporation;
b) the identifies and specimen signatures of the Corporation's Authorized Persons and. from time to time hereafter, such changes as may occur In
the identities of such Authorized Persons as such changes are made; and
ATTENTION TRANSFER AGENT
10) Any Authorized Person Is fully authorized and empowered to transfer, convert, endorse. sell, assign, set over and deriver any and all shares of storks,
bonds, debentures. notes, wbscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter slanting in the
name of or owned by the Corpaabon. and to make, execute and deliver, under the corporate seal of the Corporation or otherwise, any and all written
instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred.
11) whenever there shd be annexed to any Instrument of assignment and transfer, executed pursuant to and in accordance with the foregoing resolution, a
certificate of the Secretary or an Assistant Secretary of the Corporation in office at the date of such certificate and such certificate stele set forth these
resolutions and dial state that these resolutions are in full face and effect and shall also set forth the names of the persons who are then officers or
authorized representatives of the Corporation, then all persons to whom such instrument with the annexed certificate shall thereafter come, shall be entitled,
without further inguky a Irwestigation and regimens of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of
stock or other securities named in such instrument owe theretofore duly and property transferred, endorsed, sold, assigned, set over and delivered by the
Corporation, and that with respect to such securities the authority of these resolutions and of arch officers or authorized representatives is sell in full force
and effect.
Sklotiel1SeciricestCocp
a lit IN
bate
The undersigned. as the Secretary of Max Hotel Sendoes Corp., a (Corporation') corporation duly organized and existing under the laws of New York,
hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors at a duly called meeting or by unsarnous consent. and the
resolutions remain hi full force and effect and are ki accord with and pursuant to the Corporation's charter. brienirs and applicable Imo and the Corporation
is in good standing under all appicable stale laws.
I further certify that the persons kited above are duly elected or appointed qualified officers or authorized representatives of the Corporation, hold in the
Corporation the respective positions indicated above and that set forth opposite each respective name is the true and correct signature of such person.
MSX
m hand and seal the C.aporetion at this day
ui iu uu
09°4386036 Page 2 of 2
Ifll HiW TI
22
CONFIDENTIAL SDNY_GM_00020420
EFTA_00131040
EFTA01273252