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purchase and sale, or other acquisition or disposition, of all or a portion of the business, assets or
<br />securities of such companies and (b) acting as an arranger, originator and/or agent of syndicated
<br />and other credit agreements, loan facilities and other similar financing arrangements.
<br />FURTHER RESOLVED, that the authority granted in the three immediately preceding
<br />resolutions includes the authority, without limitation, to (i) establish banking or securities
<br />accounts and other related arrangements for borrowing or investment of funds, cashiering,
<br />collateralizing, transferring funds, settling and clearing transactions and all related matters; (ii)
<br />give written (including telecopies, facsimilies, telegraphic and electronic) or oral instructions, to
<br />pay in cash or by check and/or draft drawn upon the funds of the Corporation such sums as may
<br />be necessary, and to bind and obligate the Corporation to and for the carrying out of any
<br />transaction, contract, agreement, arrangement or commitment which shall be entered into by any
<br />such officers for and on behalf of the Corporation in furtherance of any of the foregoing; (iii)
<br />deliver, or accept delivery of, securities or other documents; (iv) authorize or order the transfer or
<br />delivery of securities or other documents and enter into and bind the Corporation to the terms of
<br />any and all agreements with appropriate clearing organizations; (v) affix the seal of the
<br />Corporation to any documents, instruments or agreements or otherwise; (vi) endorse in the name
<br />of the Corporation or otherwise any securities or other instruments in order to pass title thereto;
<br />(vii) direct the sale or exercise of all rights with respect to any securities or other instruments;
<br />(viii) sign releases, powers of attorney, proxies and execute other documents in connection with
<br />any aforementioned transaction, contract, agreement, arrangement or commitment and to agree to
<br />any terms or conditions in connection therewith; (ix) accept delivery of any securities,
<br />commodities, documents or other items; and (x) do and take any and all action necessary or
<br />considered in good faith desirable in connection with any aforementioned or similar transaction,
<br />contract, agreement, arrangement or commitment; and it is
<br />FURTHER RESOLVED, that any officer of the Corporation holding the title of CEO,
<br />Managing Director, or Senior Vice President shall also have the authority to designate specific
<br />officers of the Corporation pursuant to one or more written documents (each a "Certificate of
<br />Designation") for the purpose of delegating any or all of the authority conferred in the three
<br />immediately preceding resolutions to any officer of the Corporation. To be effective, any such
<br />Certificate of Designation must be made in writing, must be signed by the CEO, Managing
<br />Director, or Senior Vice President making such delegation, and must be filed with the Secretary
<br />of the Corporation. Any such delegation shall be effective for the lesser of (a) any term set forth
<br />in the Certificate of Designation or (b) the date such Certificate of Designation is repealed by the
<br />designor, his or her successor or the Director(s). In addition, any such Certificate of Designation
<br />shall automatically terminate upon the designated officer's resignation or termination; and it is
<br />FURTHER RESOLVED, that the authority granted in the preceding resolutions
<br />includes the authority to ratify and confirm any action previously taken for or on behalf of the
<br />Corporation that, if taken currently, would be within the scope of the foregoing resolutions; and it
<br />is
<br />FURTHER RESOLVED, that any officer named in a resolution of the Director(s)
<br />assigning such officer one or more titles commonly used for offices of a corporation formed
<br />under the General Corporation Law of the State of Delaware, or any individual who is listed on
<br />the Corporation's personnel records in a position equal to any of the aforementioned officer
<br />positions, may exercise any and all powers and duties pertaining by law, regulation or practice to
<br />such office and shall also perform such other duties as may be conferred or assigned from time to
<br />time by the Director(s); and it is
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