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I do hereby certify that:
(1) I am the duly elected Officer of The Bank of New York Mellon Trust Company,
N.A.; (the Company");
(ii) attached hereto is a true, correct copy of Signing Authorities extracts from by-laws
of the Company adopted by action of the Board of Directors of the Company and presently in
effect;
(iii) attached hereto is a list of the persons who, as of the date hereof, are certain duly
elected officers of the Company, which lists sets forth the title of each such officer next to his or
her typed name, with which officers I am personally familiar; and
IN WITNESS WHEREOF, I have hereunto executed this Certificate as Vice President of
the Company this 3 day of November, 2016.
Officer's Name: Carol Nelson
Title: Vice President
I hereby certify that as of the date hereof that Caro is the duly elected Officer of
The Bank of New York Mellon Trust Company, N.A. and that the signature which appears on the
foregoing pages is the signature of Carol Nelson and that it is a signature with which I am
personally familiar and do certify as to its authenticity:
a
Dated: November 3, 2016
By: Gonzalo Urey
Title: Vice President
0:\W1NWORD\OTHER\THD\Bank of New York Trust Co, NA, SECRETARY'S CERTIFICATE
THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
I, the undersigned, Susan K. Maroni, Assistant Secretary of The Bank of New York Mellon Trust
Company, National Association, a national banking association organized under the laws of the United States
(the "Association") and located in the State of California, DO HEREBY CERTIFY that the following
individuals are duly appointed and qualified Officers of the Association and that the signature appearing next
to each officer listed is a true copy of the signature of such officer:
Officer Name and Title Signing Authority Signature
Los Angeles. California (400 South Hone Street)
Fanny Chen A,J,N
Vice President
Mark A. Golder
Vice President
A, J, N
?'
Lisa Infusino
Vice President
A, J, N
Daniel Marroquin
Vice President
A, J, N
Gloria Ramirez
Vice President A,J,N
Gonzalo Urey A, J, N
Vice President
Deborah D. Young A, J, N
Vice President
Seattle, Washington (601 Union Street)
Carol Nelson A, J, N
Vice President (1{C 1'L' -.
I further certify that as of this date they have been authorized to sign on behalf of the Association in
discharging or performing their duties in accordance with the senior and limited signing powers provided
under Article V, Sections 5.2 and 5.3 of the By-laws of the Association and the paragraphs indicated above of
the signing authority resolution of the Board of Directors of the Association.
Attached hereto are true and correct copies of excerpts of the By-laws of the Association and the signing
authority resolution, which have not been amended or revised since October 15, 2009 and are in full force and
effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of The Bank of New York
Mellon Trust Company, National Association this 14th day of June 2016.
Susan K. Maroni, Assistant Secretary
Extracts from By-Laws
of
The Bank of New York Mellon Trust Company, National Association
As Amended through October 15, 2009
ARTICLE V
SIGNING AUTHORITIES
Section 5.1 RealProperty. Real property owned by the Association in its own right shall not
be deeded, conveyed, mortgaged, assigned or transferred except when duly authorized by a resolution
of the Board. The Board may from time-to-time authorize officers to deed, convey, mortgage, assign
or transfer real property owned by the Association in its own right with such maximum values as the
Board may fix in its authorizing resolution.
Section 5.2. Senior Signing Powers. Subject to the exception provided in Section 5.1, the
President and any Executive Vice President is authorized to accept, endorse, execute or sign any
document, instrument or paper in the name of, or on behalf of, the Association in all transactions
arising out of, or in connection with, the normal course of the Association's business or in any
fiduciary, representative or agency capacity and, when required, to affix the seal of the Association
thereto. In such instances as in the judgment of the President, or any Executive Vice President may be
proper and desirable, any one of said officers may authorize in writing from time-to-time any other
officer to have the powers set forth in this section applicable only to the performance or discharge of
the duties of such officer within his or her particular division or functlon. Any officer of the
Association authorized in or pursuant to Section 5.3 to have any of the powers set forth therein, other
than the officer signing pursuant to this Section 5.2, is authorized to attest to the seal of the Association
on any documents requiring such seal.
Section 5.3. Limited Signing Powers. Subject to the exception provided in Section 5. 1, in such
instances as in the judgment of the President or any Executive Vice President, may be proper and
desirable, any one of said officers may authorize in writing from time-to-time any other officer,
employee or individual to have the limited signing powers or limited power to affix the seal of the
Association to specified classes of documents set forth in a resolution of the Board applicable only to
the performance or discharge of the duties of such officer, employee or individual within his or her
division or function.
Section 5.4. Powers of Attorney. All powers of attorney on behalf of the Association shall be
executed by any officer of the Association jointly with the President, any Executive Vice President, or
any Managing Director, provided that the execution by such Managing Director of said Power of
Attorney shall be applicable only to the performance or discharge of the duties of said officer within
his or her particular division or function. Any such power of attorney may, however, be executed by
any officer or officers or person or persons who may be specifically authorized to execute the same by
the Board of Directors.
Section 5.5. Auditor. The Auditor or any officer designated by the Auditor is authorized to
certify in the name of, or on behalf of the Association, in its own right or in a fiduciary or
representative capacity, as to the accuracy and completeness of any account, schedule of assets, or
other document, instrument or paper requiring such certification.
Pursuant to Article V, Section 5.3 of the By-Laws
Adopted October 15, 2009
RESOLVED that, pursuant to Section 53 of the By-Laws of the Association, authority be, and
hereby is, granted to the President or any Executive Vice President, in such instances as in the
judgment of any one of said officers maybe proper and desirable, to authorize in writing from time-to-
time any other officer, employee or individual to have the limited signing authority set forth in any one
or more of the following paragraphs applicable only to the performance or discharge of the duties of
such officer, employee or individual within his or her division or function:
(A) All signing authority Set forth in paragraphs (B) through (I) below except Level C
which must be specifically designated.
(BI) Individuals authorized to accept, endorse, execute or sign any bill receivable;
certification; contract, document or other instrument evidencing, embodying a commitment with
respect to, or reflecting the terms or conditions of, a loan or an extension of credit by the Association;
note; and document, instrument or paper of any type, including stock and bond powers, required for
purchasing, selling, transferring, exchanging or otherwise disposing of or dealing in foreign currency,
derivatives or any form of securities, including options and futures thereon; in each case in transactions
arising out of, or in connection with, the normal course of the Association's business.
(132) Individuals authorized to endorse, execute or sign any certification; disclosure notice
required by law; document, instrument or paper of any type required for judicial, regulatory or
administrative proceedings or filings; and legal opinions.
(Cl) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in excess of $500,000,000 with single authorization for all transactions.
(C2) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in excess of $500,000,000*,
(C3) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in an amount up to $500,000,000.
(C4) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in an amount in excess of $100,000,000 but not to exceed $500,000,000.
(C5) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in an amount up to $100,000,000.
(C6) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in an amount up to $10,000,000.
(C7) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in an amount up to $5,000,000.
(C8) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in an amount up to $1,000,000.
(C9) Authority to accept:, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in an amount up to $250,000.
(CIO) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in an amount up to $50,000.
(Cli) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers,
certified or other official check; draft; order for payment of money; check certification; receipt;
certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial
ownership; in each case, in an amount up to $5;000.
*Dual authorization is required by any combination of senior officer and/or Sector Head approved
designee for non-exempt transactions. Single authorization required for exempt transactions.
(Dl) Authority to accept, endorse, execute or sign any contract obligating the Association for
the payment of money or the provision of services in an amount up to $1,000,000.
(2) Authority to accept, endorse, execute or sign any contract obligating the Association for
the payment of money or the provision of services in an amount up to $250,000.
(3) Authority to accept, endorse, execute or sign any contract obligating the Association for
the payment of money or the provision of services in an amount up to $50,000.
(4) Authority to accept, endorse, execute or sign any contract obligating the Association for
the payment of money or the provision of services in an amount up to $5,000.
IV Authority to accept, endorse, execute or sign any guarantee of signature to assignments
of stocks, bonds or other instruments; certification required for transfers and deliveries of stocks, bonds
or other instruments; and document, instrument or paper of any type required in connection with any
Individual Retirement Account or Keogh Plan or similar plan.
(F) Authority to accept, endorse, execute or sign any certificate of authentication as bond,
unit investment trust or debenture trustee and on behalf of the Association as registrar and transfer
agent.
(G) Authority to accept, endorse, execute or sign any bankers acceptance; letter of credit;
and bill of lading.
(H) Authority to accept, endorse, execute or sign any document, instrument or paper of any
type required in connection with the ownership, management or transfer of real or personal property
held by the Association in trust or in connection with any transaction with respect to which the
Association is acting in any fiduciary, representative or agency capacity, including the acceptance of
such fiduciary, representative or agency account.
(II) Authority to effect the external movement of free delivery of securities and internal
transfers resulting in changes of beneficial ownership.
(12) Authority to effect the movement of securities versus payment at market or contract
value.
(J) Authority to either sign on behalf of the Association or to affix the seal of the
Association to any of the following classes of documents: Trust Indentures, Escrow Agreements,
Pooling and Servicing Agreements, Collateral Agency Agreements, Custody Agreements, Trustee's
Deeds, Executor's Deeds, Personal Representative's Deeds, Other Real Estate Deeds for property not
owned by the Association in its own right, Corporate Resolutions, Mortgage Satisfactions, Mortgage
Assignments, Trust Agreements, Loan Agreements, Trust and Estate Accountings, Probate Petitions,
responsive pleadings in litigated matters and Petitions in Probate Court with respect to Accountings,
Contracts for providing customers with Association products or services.
(N) Individuals authorized to accept, endorse, execute or sign internal transactions only,
(i.e., general ledger tickets); does not include the authority to authorize external money movements,
internal money movements or internal free deliveries that result in changes of beneficial ownership.
(P1) Authority to approve the payment of valid expenses as Incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in
excess of $10,000,000.
(P2) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in an
amount up to $10,000,000.
(P3) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in an
amount up to 5,000,000.
(P4) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case; in an
amount up to $1,000,000.
(P5) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in an
amount up to $250,000.
(P6) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in an
amount up to $100,000.
(P7) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in an
amount up to $50,000.
(PS) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in an
amount up to $25,000.
(P9) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in an
amount up to $10,000.
(PlO) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in an
amount up to $5,000.
(P11) Authority to approve the payment of valid expenses as incurred to meet the obligations
of the Association, excluding salary and other employee directed benefit payments; in each case, in an
amount up to $3,000.
RESOLVED, that any signing authority granted pursuant to this resolution may be rescinded
by the President or any Executive Vice President and such signing authority shall terminate without the
necessity of any further action when the person having such authority leaves the employ of the
Association.