07-25-19 - BOARD BOOK

expedient in order to accomplish the purposes and intent of the foregoing resolutions.

FURTHER, RESOLVED, that the Corporation hereby ratifies and confirms the acts of its Authorized Officer in executing and delivering all of such Transaction Documents, irrespective of whether such acts were performed before or subsequent to the date of adoption hereof, and the Corporation directs the Officers and employees of the Corporation to perform all of the obligations and undertakings of the Corporation under each and all of such Transaction Documents. FURTHER RESOLVED, that this Action may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be executed on the date written below. The delivery of an executed counterpart copy of this Action by facsimile, telecopy or e-mail shall be deemed to be the equivalent of the delivery of an original executed copy thereof. FURTHER RESOLVED, that Martin P. Slepkow as President, Jonathan P. Nelson as Treasurer, and Jeffrey Stanfield, 2 nd Vice President shall be the authorized signatories for the Loan Documents, but that any of the officers on the attached incumbency certificate may execute the Loan Documents in each of their stead if either Signatory is unavailable or unable to do so at the time of closing. FURTHER RESOLVED, that this Action shall be effective as of the 19 th day of June, 2019 I CERTIFY that there is no provision in the Articles of Incorporation or By- laws of the Corporation limiting the power of the Board of Governors to pass the foregoing resolutions, and that the same are in conformity with the provisions of said Articles of Incorporation and By-laws. I FURTHER CERTIFY that each of the persons named below presently holds the office in the Corporation set forth next to such person's name and that next to the specification of the office held by each such person is a genuine specimen of such person's signature.

INCUMBENCY CERTIFICATE

NAME

TITLE

SIGNATURE

Martin P. Slepkow President Jonathan P. Nelson Treasurer Jeffrey Stanfield

2 nd Vice President

NOW, THEREFORE, the Board of Governors has approved the foregoing resolutions by a vote of 14 to 0 (14 in favor; none opposed and no abstentions) at a properly noticed Board of Governors Meeting at which a quorum was present, held on the 19 th day of June, 2019 (A copy of the notice, agenda, and minutes of such meeting are attached hereto as composite Exhibit “D”).

_______________________________ Jeffrey S. Glazer, Secretary

Mr. Handler seconded the motion and the motion carried unanimously.

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