subsequent fiscal years commencing on January I and ending on December 11 of each subsequent calendar year. RESOLVED, that the officers of the Corporation be, and they hereby arc, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instuments in connection with consummating the transaction contemplated by the aforesaid offer and in connection with carrying the foregoing resolutions into effect Dated as of April 12, 2011 _Pc sz gaa a Indyke, Direct or Richard Kahn, Director Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002190 SDNY_GM_00271388 EFTA01480119