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2009-06rn Y U w x U Corporate BUFFALO GROVE BANK & TRUSf " Resolution branch f Northbrook Rank Trust 200 BUFFALO GROVE ROAD, BUFFALO GROVE, ILLINOIS 60089 PHONE: 847-634-8400 FAX: 847-634-8410 ZS a.0030a►3toS - 4ot-t= Acc au•% ' it Sa,O©O a3 -43 - _ �S 76,1 000 a3.0 - \"- Sc wtz or- �� o }5- a000as}fe Disc.,( +gas Gtib 5�rvt�•= A.C("J' sa � K - �� - cry s ACCOUNT NUMB �Savoo �3� - t A..% a—, M . do hereby certify that I am the duly ec a ppointed and qualified Secretary and the keeper of the records and corporate seal of V!=�t= of 4r_*%45� , a corporation organized and existing under the laws of and that the following is a true and correct copy of certain resolutions duly adopted at a meeting of the Board of Directors thereof, convened and held in accordance with law and the by -laws of said corporation on the a3"" r, day of l= `g ;vor -LS4 , DLooq and that such resolutions are now in full force and effect and are not in contravention of, or in conflict with the by -laws or the charter or articles of incorporation of said corporation, and that the following resolutions also constitute an agreement by said corporation with Buffalo Grove Bank & Trust ( "Bank ") in respect to the matters herein set forth: BE IT RESOLVED, that the Bank be and hereby is designated as a depositary of this corporation. The depositary relationship governed by these regulations and agreements may be terminated by this corporation by written notice to said bank, or by said bank by written notice to this corporation. BE IT FURTHER RESOLVED, that the funds of this corporation may be deposited by its officers, agents and employees and that the President, and Vice President, the Treasurer, and Assistant Treasurer, the Secretary, and Assistant Secretary, or any other officer of this corporation be and hereby is authorized to open and maintain an account or accounts with said Bank and to endorse and deposit with said Bank negotiable instruments and orders for the payment of money which endorsements may be made in writing or by a stamp and without designation of the person so endorsing, and it being understood and agreed that on all such items deposited all prior endorsements are guaranteed by this corporation whether or not expressly incorporated therein. Said Bank may return to this corporation any Item not clearly endorsed by the corporation, or may endorse any such item on the corporation's behalf in order to facilitate collection. The Bank shall not be liable for any delays in the presentment or return of negotiable instruments and orders for the payment of money which are not properly endorsed. AND BE IT FURTHER RESOLVED, that any Two of the following: The Chairman of the Board of Directors, (insert number of signatures required on each instrument.) A5t+ • ;r=.#Af%CZ Zlrxam4o, the President, any Vice--PrestdM,, the Treasurer, any AssistaRt T- ___i _ the , or vtttc,%p_ C,40-1A. VJUaca Wta,.rectR- xrrva.,at.E oreec�tZ (Use blank spaces for additional titles or to authorize counter - signatures. Rule out all spaces not soused. Rule out titles of all officers not authorized to sign.) (or any other officers, agents or employees who may hereafter be designated in writing by Arri opt-xryN t sgevir ) of this corporation be authorized: (Rule out it inapplicable.) To make and from time to time continue to make arrangements and to issue such instructions as to him /them shall seem proper for the conduct of any such account or accounts, and To sign checks and orders for the payment of money withdrawing funds from said account or accounts whether such checks and orders create or increase an overdraft of said account or accounts or not, (payment or non payment of any such overdraft to be at the option of said Bank), and the Bank is hereby authorized and directed to act upon and honor any instructions so issued and to honor, pay and charge to any account or accounts, of this corporation all checks and orders for the payment of money so drawn when so signed without inquiring as to the circumstances of their issue or the disposition of their proceeds, whether such checks be payable to the order of, or endorsed or negotiated by any officer or person signing them, or any of said officers or persons in their individual capacities or not, and whether they are deposited to the individual credit of or tendered in payment of the individual obligation of any officer or person signing them or of any of the other officers or persons or not, and • s 1 0 To endorse for negotiation, negotiate, and receive the proceeds of any negotiable instruments or orders for the payment of money payable to or belonging to this corporation, and To identify, approve, endorse, and guarantee the endorsement of any payee or endorser on any checks or drafts whether drawn by this corporation or anyone else and to guarantee the payment thereof, and delegate to others authority to so identify, approve, and endorse, and guarantee the endorsement of any payee or endorser on any such checks or drafts and to guarantee the payment thereof. AND BE IT FURTHER RESOLVED, that the Bank as a designated depositary of this corporation be and it is hereby requested, authorized and directed to honor checks, drafts or other orders for the payment drawn in this corporation's name, including those drawn to the individual order of any person or persons whose name or names appear thereon as signer or signers thereof, when bearing or purporting to bear the facsimile signatures of any Twfl of the J dfollowing: (Insert number of signatures required on each instrument.) f'nu �l_L'�Y7- )- 1A.2TS�ESr�r CV.��Q4� ��t'S.- .pc.r1 =� V�SU- .S1�f.n ��S.�.tM lV•1�0.R3 briA►C�,� -� to Q E ILL and the Bank shall be entitled to honor and to charge this corporation for all such checks, drafts or other orders, regardless of by whom or by what means the facsimile signature or signatures thereon may have been affixed thereto, if such facsimile signature or signatures resemble the facsimile specimens duly certified to or filed with the Bank by the Secretary or other officer of this corporation. AND BE IT FURTHER RESOLVED, that any of the above named persons may issue an oral or written stop payment order which must specify the precise account number, payee, date, amount and number of the item (which number should be MICR encoded if the item is a check). It is further agreed that said Bank may honor and charge to this corporation checks, drafts, or other orders for the payment of money, otherwise properly payable without regard to the date thereon, and Bank will not be responsible or liable for any stop payment order placed on any such items after payment thereof, but in advance of its date. AND BE IT FURTHER RESOLVED, that any of the following: The Chairman of the Boar of Directors, (Insert number of signatures required on each instrument.) the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Ass' ant Secretary, or (Use blank spaces for additional titles or to authorize counter- Signatures. Rule out all spaces not so used. Rule t titles of all officers nol authorized to sign.) of this corporation be authorized upon such terms and conditions to him /them shat eem proper: To borrow money and incur liabilities for, on behalf and in the name o is corporation, to sell or discount its bills and accounts receivable, to enter into, make, sign, and deliver repurchase evolving credit, term loan and other agreements, including subordination and similar agreements, to sign, execute, an eliver acceptances and promissory notes (including notes with a confession of judgment clause) and other obligation of this corporation for such amounts, for such time, at such rate of interest or discount, and containing such terms an rovisions and such collateral powers as to him /them shall Z seem proper, and O a To receive and receipt for and to sign orders and ' sue instructions for the handling and delivery of the proceeds of promissory notes and other obligations, and U) y0 To pledge, endorse, guarantee, assign, tra er, and deliver the bills and accounts receivable, bills of lading, warehouse WNZ Z receipts, stocks, bonds, or other property of is corporation as security for any moneys borrowed and as security for any o E liability incurred or to be incurred by thi corporation in connection with any acceptance, note, letter of credit, guaranty, Z A u) trust receipt or otherwise, and _Z ci2 To grant liens (by way of mo age, pledge, assignment, factor's lien, trust receipt, or any other liens whether similar or w dissimilar to the foregoing) o any and all property or interest therein (including, without limiting the generality of the R foregoing, real property, ch els, materials, work in process, bills and accounts receivable, warehouse receipts, stocks and a bonds) from time to tim owned by this corporation, as security for any moneys borrowed and any liabilities, direct or contingent, now or he after owing or to become owing from this corporation to the Bank and in connection therewith to endorse and deliver ny such property or interest therein and to execute and deliver agreements concerning such security and the rights an owers of said Bank with respect thereto, and To buy d sell foreign exchange, to purchase letters of credit, travelers' checks, and similar instruments and for, on behalf an In the name of this corporation to incur liabilities in connection therewith and in connection with the purchase, sale, o negotiation of any bills of exchange, letters of credit, travelers' checks, acceptances, drafts, bills of lading, and simi instruments, and to receive and receipt for, and sign receipts and trust receipts therefor, and to sign, execute, and d ver orders, applications, and agreements in connection therewith, which orders, applications, and agreements may contain such provisions as to him /them shall seem proper. AND BE IT FURTHER RESOLVE•hat any Two of the following: T (insert number of signatures required on each instrument.) the - Presivarir, any the Treasurer, , the or V.ttw:�- Mnn� .r w6se G,zt+,C_ F =,.+o,crs 'tea= -TCXL Lsssra�w.T- yl+PnC+: •. TpZ (Use blank spaces for additional titles or to authorize counter- signatures. Rule out all spaces not soused. Rule out titles of all officers not authorized to sign.) of this corporation be authorized upon such terms and conditions as to him /them shall seem proper: To deliver to and deposit with the Bank for safekeeping, custody, or other purposes any bonds, stocks, securities, and other property owned or otherwise held by this corporation and in connection therewith to open and maintain with said Bank a safekeeping or custody account or accounts and to make the initial deposit therein and from time to time to make other and additional deposits and to sign orders and issue instructions to said Bank for the conduct of said account or accounts, and To withdraw, receive, and receipt for and to withdraw upon trust receipt on the responsibility of, and at the risk of this corporation, and to sign orders and issue instructions for the handling, transfer, registration, sale substitution, exchange, and delivery of any bonds, stocks, securities, and other property and the proceeds thereof, delivered to, deposited with or otherwise held by said Bank for the account of this corporation. Such withdrawals, substitutions, exchanges, and deliveries whether subject to payment or not and whether pursuant to sale, exchange, or other transaction, may also be made by the bearer of any order, receipt, or request so signed, and To purchase bonds, stocks, securities, and other property and to sign orders and issue instructions in connection with the purchase, the payment, the registration, and the delivery thereof, and To sell, pledge, transfer, assign, exchange, deposit with any reorganization committee, bondholders protective, or other similar committee, or otherwise dispose of any bonds, stocks, securities, and other property belonging to or standing in the name of this corporation or its nominee or held by this corporation for the account of others, and to sign orders and issue instructions regarding the handling of any matters connected with such transactions, and To identify and guarantee assignments, transfers, and endorsements for transfer on bonds, stock certificates, interim, participation, and other certificates and to identify and guarantee signatures on bond and stock powers of attorney. AND BE IT FURTHER RESOLVED, that this corporation agrees to examine statements of account and both sides of accompanying items and to notify Bank of any unauthorized or missing signature or alteration of any item, or any error in the statement, within thirty days from the date it is available for examination or the date it is mailed and agrees to notify the Bank of any unauthorized or missing or forged endorsement within six months from the date it is available for examination or the date it is mailed; failure to so notify the Bank as provided above shall preclude this corporation from asserting against the Bank any such unauthorized or missing signature or endorsement, alteration, error, or forgery. AND BE IT FURTHER RESOLVED, that each of the aforementioned officers, or persons authorized to act for this corporation in any case aforesaid, shall be and hereby is further authorized, without the concurrence of any other officer or person: To waive presentment, demand, protest, and notice of d- rshonor or protest and to give instructions in regard to the handling or delivery of any negotiable or non - negotiable papers or documents involved in any transactions for or on behalf of this corporation, and To sign reconcilements and certify to the correctness of statements of account and approve and authorize adjustments therein, and To act for this corporation in the transaction of all other business for its account and to sign orders and issue instructions to the Bank in connection therewith. AND BE IT FURTHER RESOLVED, that the Secretary or any other officer of this corporation be and hereby is authorized to certify to said Bank a copy of these resolutions and the names and signatures of this corporation's officers or employees hereby authorized to act in the premises, and said Bank is hereby authorized to rely upon such certificate until formally advised by a like certificate of any change therein, and is authorized to rely on any such additional certificates provided that any additional certificates shall not be effective with respect to any check or other instrument for the payment of money dated on or prior to the date of such additional certificate but presented for payment after receipt thereof by the Bank. ANY PROVISION HEREOF which may be declared unenforceable under any law shall not affect the validity of any other provision hereof. This agreement shall be governed by and construed in accordance with the laws of the State of Illinois. i I FURTHER CERTIFY THAT the following persons have been appointed or elected, have qualified and are now acting as officers or employees of said corporation in the capacity set before their respective names: Officer Name V'164a AAe#►a4ae- V) tint ✓�^ Officer Name Treasurer �i+JAw►CC �%rt3 R. der Assistemt Tfeasww AseistaTit T4easweF- IN WITNESS WHEREOF, I have subscribed my name as Secretary and have caused the corporate seal of said corporation to be hereunto affixed this ��%'� day of 4;'l!�lLG'L/ Affix Corporate Seal Below: r SEAL L � 91 -569 Rev. Illiana Financial, Inc. Secretary