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80-33620-1 RESOLUTION AUTHORIZING CASH ACCOUNT WITH BACHE & CO. I,... Secretary of..., a corporation organized under the laws of..., hereby certify that the following is a true and correct copy of a resolution duly adopted by the Board of Directors of said corporation at a meeting duly called and held on the... day of..., 19..., at which a quorum was present and that the said resolution has not been modified or rescinded and is still in full force and effect: RESOLVED, that an account be opened by this corporation with BACHE & CO., members of the New York Stock Exchange, and of other stock exchanges, to purchase, sell, and/or deal in any and all stocks, bonds, other securities and choses in action (including, but not exclusively, debentures, notes, scrip, participation certificates, rights, supscriptions, option warrants, when issued securities, certificates of deposit, choses in action, evidences of indebtedness, certificates of indebtedness, certificates of interest of any and every kind and nature whatsoever, secured or unsecured, whether represented by trust, participating and/or other certificates or otherwise), and that all orders and instructions, written or oral, upon said account be given by either the President, Secretary, Treasurer or Vice-President, of this corporation, and each of them is hereby authorized and directed to purchase and/or sell and/or deal in, through said BACHE & CO. on behalf of this corporation, any and all stocks, bonds, other securities, choses in action, that either of them may deem necessary or advisable for this corporation, for cash, and also to make payment and to sign checks or drafts drawn upon the funds of the corporation, and also, for this corporation, to withdraw from said BACHE & CO. from time to time, to deliver or accept delivery of, and/or to borrow and/or to endorse, and/or to direct the transfer of record title of, any and all stocks, bonds, other securities, choses in action, and/or assets or funds that may be carried by said BACHE & CO. for the account of this corporation, and FURTHER RESOLVED, that each of the aforesaid officers of this corporation, be and hereby is authorized and directed to execute and deliver on behalf of this corporation any customer's agreement required by BACHE & CO., and to enter into, execute, and deliver, any and all other agreements, documents, releases, and writings that may be required by said BACHE & CO. for the opening and/or continuing of said account in connection with any transactions relating to said account or to any securities, moneys or other property of the corporation, whether or not in said account, and FURTHER RESOLVED, that until BACHE & CO. shall receive due written notices of change or recision of these resolutions, said BACHE & CO. may rely upon the authority contained in these resolutions as continuing fully effective, and the said BACHE & CO. may rely upon any certified copy of resolutions, specimen signatures or other writings, signed on behalf of this corporation by any officer thereof; the acceptance of any other form of notice shall not constitute a waiver of this provision, nor shall the fact that any person hereby empowered ceases to be an officer or becomes an officer under some other title, in any way affect the powers hereby conferred, until BACHE & CO. shall receive due written notice of change or recision, as aforesaid, and FURTHER RESOLVED, that in the event of any change in the office or powers of persons hereby empowered, the secretary shall certify those changes to BACHE & CO. in writing, in the manner hereinabove specified, which notification, when received, shall be adequate both to terminate the powers of the person theretofore authorized, and to empower the persons thereby substituted, and FURTHER RESOLVED, that any and all orders and instructions heretofore given to said BACHE & CO. on behalf of this corporation by any officer of this corporation, are hereby in all respects ratified, confirmed and approved, and FURTHER RESOLVED, that the foregoing resolutions and the certificates actually furnished to BACHE & CO. by any officer of the corporation, be and they hereby are made irrevocable, and shall be fully effective as to any transactions for the account of the corporation notwithstanding that the account may have been temporarily closed or inactive, until written notice of the revocation thereof shall have been received by BACHE & CO. I do further certify that the following are the signatures and titles of the persons authorized and empowered to act on behalf of this corporation, pursuant to the foregoing resolutions: President Michael A Gitt Secretary E.M. Wood Vice-President Jeremiah M. W Taylor Treasurer Joseph W Harpham I do further certify that the said corporation is duly organized and existing, and has the power to take the action called for by the aforesaid resolutions. IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of the said corporation, this... day of..., 19... E.M Wood Secretary (AFFIX CORPORATION SEAL HERE) MSN - 19 PRINTED IN U. S. A.
