Corporate Trustees Resolution

CORPORATE TRUSTEES RESOLUTION

This Corporate Trustees Resolution is adopted by Corporate Trustee Name: , a corporation duly organized and existing under the laws of State of Incorporation: , with its principal office at Principal Office: . The board of directors of the Corporate Trustee convened at Place of Meeting: on Day: Month: Year: for the purpose of adopting the resolutions set forth below.

RECITALS

WHEREAS, the Corporate Trustee is named as trustee of the trust known as Trust Name: (the "Trust"); and

WHEREAS, it is desirable and necessary that the Corporate Trustee authorize officers and agents to take certain actions on behalf of the Corporate Trustee in connection with the administration of the Trust, including without limitation the execution of instruments, the opening and operation of accounts, and the retention of advisors; and

WHEREAS, at the meeting described above, a quorum of the board of directors being present, the board determined that it is in the best interest of the Corporate Trustee to adopt the following resolutions.

NOW, THEREFORE, BE IT RESOLVED

1. Authority to Act. The Corporate Trustee authorizes and ratifies that the officers and agents designated in Section 2 are authorized to act on behalf of the Corporate Trustee with respect to the Trust, to take any and all actions necessary or appropriate to administer the Trust, and to execute, deliver and perform agreements, certificates, instruments, deeds, acknowledgements, affidavits and other documents (collectively, "Instruments") to effectuate such administration.
2. Appointment of Authorized Signatories. The following persons are hereby designated as Authorized Signatories with full power and authority to sign and deliver Instruments, to endorse checks and other items payable to the Trust or the Corporate Trustee acting for the Trust, and to open and operate banking and investment accounts on behalf of the Corporate Trustee in its capacity as trustee of the Trust:
   Authorized Signatory 1 — Name Title Authorized Signatory 2 — Name Title Additional Authorized Persons (if any)
3. Powers Granted. The Authorized Signatories are authorized, on behalf of the Corporate Trustee, to: (a) execute and deliver Instruments necessary to transfer, convey or encumber Trust assets; (b) retain or terminate counsel, accountants, investment advisors and custodians; (c) open, close and operate such bank and brokerage accounts as are necessary to administer the Trust; (d) settle, compromise or litigate claims in the name of the Corporate Trustee; and (e) take all actions incidental or necessary to the foregoing. Such authority includes the power to delegate discrete administrative tasks to employees or agents subject to supervision by an Authorized Signatory.
4. Limitations and Conditions. Except as expressly set forth herein, no Authorized Signatory shall (i) sell or otherwise dispose of any real property of the Trust having an individual value in excess of Amount Threshold: without prior approval of the board of directors, (ii) enter into any long-term financing obligating the Corporate Trustee for a period exceeding Term Threshold: years without board approval, or (iii) amend the material terms of the Trust agreement absent express written authorization from the board.
5. Execution of Agreements. Any Instrument executed by an Authorized Signatory pursuant to this resolution shall be binding upon the Corporate Trustee provided such Instrument is signed in accordance with the signature authority herein granted. A certificate signed by the Corporate Secretary or any officer designated in this resolution certifying that such person is an Authorized Signatory shall be conclusive evidence to third parties of the authority of such person until the Corporate Trustee delivers written notice of revocation to the affected third party.
6. Representations and Warranties. The Corporate Trustee represents and warrants that it is duly organized and in good standing under the laws of the jurisdiction identified above, that these resolutions have been duly adopted in accordance with its bylaws and governing law, and that the Corporate Trustee will perform its duties under the Trust in accordance with applicable law and the terms of the Trust instrument.
7. Certification of Adoption. The undersigned certifies that the foregoing resolutions were duly adopted at a meeting of the board of directors of the Corporate Trustee held on the date indicated above, at which a quorum was present and voting, and that the resolutions have not been modified or rescinded and remain in full force and effect as of the date of this certification.

NOTICES

All notices given under this resolution shall be in writing and delivered to the following addresses unless a party provides written notice of a change of address:

AMENDMENTS; WAIVER

These resolutions may be amended or revoked only by a subsequent resolution adopted by the board of directors of the Corporate Trustee and documented in the minutes of a meeting at which a quorum is present. No failure or delay in exercising any right, power or remedy under these resolutions shall operate as a waiver thereof.

GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This resolution shall be governed by and construed in accordance with the laws of Governing State: . These resolutions constitute the entire corporate action and understanding of the board of directors with respect to the matters set forth herein. If any provision of these resolutions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

COUNTERPARTS; EFFECTIVE DATE

This resolution may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. These resolutions shall be effective as of Effective Date: .

CERTIFICATION

I, the undersigned, hereby certify that I am the Corporate Secretary or other duly authorized officer of the Corporate Trustee, that the foregoing is a true and correct copy of the resolutions duly adopted by the board of directors of the Corporate Trustee on the date set forth above, and that said resolutions are now in full force and effect and have not been amended or rescinded.

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