1 line through the error and initial next to it. out is NOT permitted on any of the following documents. Please draw a single - White United States FORM OF AUTHORIZING RESOLUTIONS FOR BORROWERS if federally chartered institution As evidenced by my signature below, I certify that the following are correct and complete copies of the resolutions duly 1 if State Name of ___________________________________________________ adopted on ________________ at a meeting state chartered ( Type of governing body, e.g. board of directors) Date) ( institution Type of nstitution ( I ) of the ____________________________ (“Borrower”), a _______________________________________ of the Borrower) (Commercial bank, mutual savings bank, savings bank and loan association, credit (Official name union, or other charter type) duly established and operating under the laws of _____________________________, with its head office located at ) in accordance with applicable law and the Borrower's chartering documents. City I ( also certify that the resolutions have not been modified, remain in effect, are not in conflict with any provisions of the n the Borrower’s certificate of incorporation, bylaws, or chartering and/or licensing statutes or requirements, and are reflected i minutes of the meeting at which these resolutions were approved: RESOLVED, that the Borrower is authorized to request advance(s) from, incur indebtedness, including overdrafts, to 1. and pledge and grant a security interest in the Borrower’s property, whether now owned or hereafter acquired, to a Federal Reserve Bank. of authorized titles Only the person(s) No specific names ; 2. RESOLVED, that the persons with the following titles: _________________________________________________________________________________________ (Exact titles of authorized persons) and each of their successors in office, any ___________ of whom _____________ authorized to (one/two) (is/are) (1) take each of the actions listed in paragraphs (a) -(e) immediately below and (2) send the names, titles, and 2 signatures of individuals authorized to take such actions in the name and on behalf of the Borrower: to borrow money from a Federal Reserve Bank on t he terms and security that such Federal Reserve Bank (a) requires; (b) to discount, rediscount, or sell (with or without the Borrower’s agreement to repurchase) and, for any of those ther bills receivable, evidences purposes, to endorse and assign notes, drafts, bills of exchange, acceptances, o of indebtedness, and securities, now or hereafter acquired by the Borrower; (c) to make, execute, and deliver any application, note, agreement, certificate, power of attorney, and any other document that any Federal Reserve Bank requires in connection with any transaction authorized by this resolution; (d) to grant, assign, pledge, and transfer to any Federal Reserve Bank security interests in any or all property of the Borrower, whether now owned or hereafter acquired, and to endorse, assign, deliver, deposit, and/or pledge any of such property to any Federal Reserve Bank as collateral to secure payment or performance of any obligation of the Borrower to a Federal Reserve Bank; and (e) to do any and all other acts and things that m ay be necessary or incidental to any transaction authorized by the relevant resolution, or that may be designed or intended to carry out the purpose of such resolution. RESOLVED, that a Federal Reserve Bank making an extension of credit to the Borrower is 3. appointed as the Borrower’s attorney -in-fact for it and in its place and stead, to endorse, assign, transfer and sell, set over and deliver collateral pledged to such Federal Reserve Bank, and to take any other action deemed necessary or advisable by the Federal Reserve Bank to exercise its rights with respect to any advance or indebtedness owed by the Borrower, in its capacity as secured party, including but not limited to accepting and endorsing payments on loans, preparing and/or filing of any documents necessary to perfect, protect, preserve, or release the interest of the Federal Reserve Bank or the Borrower in such collateral, or compromising disputes or handling insurance issues related to such collateral. The power of attorney is coupled with an in terest and as such is irrevocable, and full power of substitution is granted to the 1 The language of this certification should be modified if the resolutions were adopted by written consent or otherwise. 2 If certain persons are authorized to undertake only some of these activities, e.g., to borrow, but not to pledge on behalf of the Borrower, this resolution should be split to so specifically identify who is authorized to undertake which activit(y)(ies).
2 assignee or holder. The Borrower ratifies any and all action authorized herein and taken by any such Federal Reserve Bank as the Borrower’s attorney -in-fact. The rights, powers, and authority of the attorney- in-fact to perform any and all act(s) whatsoever necessary remains in full force and effect and binds the Borrower, its legal representatives, successors, and assigns until all indebtedness of the Borrower to any such Federal Reserve Bank has been fully satisfied and discharged. RESOLVED, that we approve and consent to be bound by the provisions of the Federal Reserve Bank of 4. Atlanta 06, as amended and s upplemented from time to time __________’s Operating Circular No 10, effective October 15, 20 -10”). thereafter (“OC RESOLVED, that the Borrower is authorized and approved to use any record (as such term is used in OC 5. -10) to endorse or pledge to a Reserve Bank the notes and other obligations offered as collateral to secure payment or performance of any obligations of the Borrower to a Reserve Bank. The record will have the full force and effect of a manual endorsement. nue in effect RESOLVED, that these resolutions and the powers and authorizations granted or confirmed by them conti 6. until written notice of revocation is received by each Reserve Bank that has relied or is relying on such resolutions and the Borrower shall continue to be bound with respect to any outstanding obligations and pledges to any Reserve Bank at the time the notice of revocation is received by such Reserve Bank. RESOLVED, that a duly certified copy of these resolutions be furnished to each Reserve Bank to which the Borrower 7. applies for an advance or has an account. hereunto subscribed my name. IN WITNESS WHEREOF, I have Secretary of the Board to or another person authorized _______________________________________ certify the statements unless he/she is an authorized 3 Signature of certifying official person listed in paragraph 2. _______________________________________ Name and Title _______________________________________ Date Please note that ALL new agreements are required when submitting a new Authorized Resolution for Borrowers; and they ALL on or after must be dated the date of the board meeting. 3 The certifying official must be the secretary of the Borrower or another person authorized to certify the statements in this . document and, in any case, may not be a person authorized in Paragraph 2
3 Circle “Yes” if document supersedes previous version, “No” if it is in addition to previous version(s). Leave blank if this is your first time submitting the FEDERAL RESERVE BANK OF ATLANTA DISCOUNT WINDOW OFFICIAL OC-10 AUTHORIZATION LIST -10 Authorization List: sedes our previous Official OC This super _________ Routing (ABA) No. ______________ YES NO Page ____ of _____ If neither is circled, previous list will also remain in effect. ate must on be D Effective Date: Name of Depository Institution: or after Authorizing Telephone: Address: Resolutions Instructions: Please complete and indicate authority as appropriat e. Please email a PDF copy of the original form to [email protected] for initial review. You will be notified by Discount Window staff with any follow up questions or with direction to Federal Reserve Bank of Atlanta, Credit and Risk Management, 1000 eed with mailing the completed form with original signatures to the proc Peachtree Street NE, Atlanta, GA 30309 . For questions on how to complete this form, please see the Operating Circular 10 I nstructions on the Discount Window website or call the Discount Window at (888) 500-7390. To the Federal Reserve Bank of Atlanta : Below are the names, titles and signatures of the individuals authorized to borrow funds from and/or to 1 2 pledge al loan to the FRB Atlanta collater on behalf of the Borrowers. Primary & Contingent Authorized Authorized Signature Email Address Print Name and Title to Borrow to Pledge Telephone Numbers Indicate 1 Securities collateral is pledged by other means whose authority does not derive from this list. 2 Or to any other Reserve Bank on behalf of FRB Atlanta.
4 Authorized Electronic Pledge The signature of the authorizing officer or officers below constitutes consent to the following terms and conditions by the B orrower: If collateral the Borrower is approved to pledge loan collateral to the FRB Atlanta, the Borrower understands that any pledge of loan , in a manner satisfactory to the FRB shall be submitted in an electronic format via secured e- mail to [email protected] 3 -mai . FRB Atlanta is entitled to treat any such e -mail address of an Atlanta l as authorized by the Borrower if it comes from an e individual indicated as Authorized to Pledge in the authorization list. If they are satisfactory to FRB Atlanta, the relevant data in such e-mail (including its attachments) shall con stitute part of or all of a Collateral Schedule and shall modify or supplement any Collateral mail. The Borrower assumes all risk of unsuccessful, inaccurate, or corrupted transmission of data Schedule received prior to such e- pertaining to any pledge of l oan collateral, including risk of malicious interference with the transmission. FRB Atlanta is not responsible for any transmission failure or other problems that prevent successful or timely receipt of a Collateral Schedule. Borrower shall indemnify and hold harmless the FRB Atlanta for any losses relating to the transmission of the data. If the collateral listed in the electronic file is held under a Third Party Custodian (“TPC”) arrangement (as defined in Oper ating -mail that FRB Atlanta receives may be originated by either the Borrower or TPC. Such an e- mail shall be sent to Circular 10), the e originating Borrower or TPC, and thence forwarded to FRB Atlanta by the non the non- -originating Borrower or TPC. The individual e- mail addresses of the authorized pledgers of the Borrower and TPC must both be contained on the authorization list. Authorizing Officer Signature(s) Authorizing Officers must be identified by title on the Authorizing Resolutions for Borrowers (“Authorizing Resolutions”). If the borrower’s Authorizing Note: authorizing officer section below. Resolutions indicates that two officers are required to issue instructions to FRB Atlanta, please also complete to the second State of __________________________________________) Signature:_____________________________________________ must *Notary County of ________________________________________) Names must not be a person Subscribed and sworn to before me on __________________, _____________________________________________________ match here listed to Printed Name and Title 20___, by_________________________________________. borrow/pledge* _____________________________________________________ Name of Authorizing Officer Telephone Number Notary Signature Title of individual must _____________________________________ _____________________________________________________ exact match an title on Signature of Notary Public E-Mail Address Notary Seal Authorizing the Resolutions (Notary Seal) Authorizing Officer Signature and Notarization (if second one is required under the Form of Authorizing Resolutions for Borrowers) State of __________ ________________________________) Signature:_____________________________________________ County of ________________________________________) Names must Subscribed and sworn to before me on __________________, _____________________________________________________ match here Printed Name and Title 20___, by_________________________________________. _____________________________________________________ Name of Authorizing Officer Telephone Number Notary Signature _____________________________________ _____________________________________________________ Signature of Notary Public E-Mail Address Notary Seal (Notary Seal) Secretary’s Certification and Notarization The Secretary or Assistant Secretary may not sign if his/her title is indicated as an Authorizing Officer on the Authorizing Resolutions. Note: State of __________________________________________) I, ________________, _________________, of the above institution County of ________________________________________) Print Title Print Name of Secretary Subscribed and sworn to before me on __________________, must Names do hereby certify that ______________________________________ match here 20___, by_________________________________________. Name of Authorizing Officer(s) Name of Secretary is/are a __________________________________ of such institutio n. Notary Signature _________________________________________ Title(s) of Authorizing Officer(s) Signature of Notary Public Notary Seal Signature: ____________________________________________ (Notary Seal) ____________________________________________________ Print Secretary’s Name and Title 3 -mail. Please contact the Discount Window staff for information on the approved methods of secured e
5 Printed on your Institution’s Letterhead on or be after must Date FORM OF LETTER OF AGREEMENT Authorizing Resolutions [Letterhead of the Borrower] ______________________________ Date: Atlanta Federal Reserve Bank of __________________________________ Address 1000 Peachtree Street, N.E City, State, Zip 4470 - Atlanta, GA 30309 Attention: Credit and Risk Management In consideration of being able to request Advances from and incur Indebtedness to you and in consideration of your making Advances to us we agree to the provisions of your Operating Circular No. 10, effective October 15, 2006, as amended and pecified supplemented from time to time thereafter (“Circular;” capitalized terms used but not defined herein shall have the meaning s in the Circular). ments(s) [Enclosed are (1) certified copies of the Certificate, (2) certified copies of the resolutions that you requested and (3) docu 1 you.] containing the name, title, and signature of those persons authorized to request Advances from and to pledge our assets to Any notices required under the Lending Agreement may be directed to the following department(s): [list department(s) and address(es)]. List the addresses, individuals, and/or department for notices to be directed. _____________________________________________ Full Legal Name of Borrower Authorized person listed in By: _________________________________________ Authorizing Paragraph 2 of 2 Authorized signature(s) Resolution for Borrowers. __________________________________________ Name(s) ______________________________________________ Title(s) 1 Each Borrower should contact the Bank for instructions as to whether this paragraph and the referenced documents, forms of which are provided as part of this Appendix 3, must be submitted. 2 The signatory or signatories should be authorized to sign documents on behalf of the Borrower as provided in the Authorizing Resolutions for Borrowers required by OC -10.
6 Titles of persons executing this form. The first person (or persons, if two required) must be authorized per Authorizing Paragraph 2 of the Resolutions for Borrowers . 1 FORM OF CERTIFICATE an The second person is NOT authorized signer, but is eith er in -house or outside counsel (if no in- house or The undersigned, the _______________________ and ________________________ of outsi de counsel, second signer must be ( Title (s)) ( Title ) a compliance officer or auditor. ) (the “Borrower”) hereby certifies, with reference to Operating Circular ________________________ (Name of Borrower) -10”; terms used No. 10, effective as of October 15, 2006, as amended or supplemented from time to time thereafter (“OC but not defined herein have the meaning specified therein), as agreed to by the Borrower by Letter of Agreement dated _________ __, ____ __ to the Bank as follows: (Date of Letter of Agreement) This date must match the Letter of Agreement hereto are true, correct and complete, as of the date of this Certificate, copies of the official attached (a) document that specifies the official name or names of the Borrower in its jurisdiction of organization (“Organizational Document”). required Not The information listed below is true and correct as of the date of this certificate: (b) Borrower’s current mailing address is: 1. 2 : Borrower’s jurisdiction of organization is 2. Borrower’s Organizational number is (indicate n/a if not applicable): 3. must on or after Date be 4. Borrower's ABA number is : Authorizing Resolutions IN WITNESS WHEREOF, the undersigned has signed this Certificate on _______ __, 2___. Signature, Name and Title of one ( or two) authorized 3 ___________________________ person(s) listed in Paragraph 2 Name: of Authorizing Resolutions for Borrowers. Title: , Signature, Name and Title of 4 an NOT person who is ___________________________ authorized signer, but is either Name: - . in house or outside counsel Title: 1 Borrowers that have previously provided the documents and information requested in this Certificate need only certify that th e previously provided documents and information have not changed. 2 see , national banks or Federal savings banks or associations) ( 12 U.S.C. §§ 22 and e.g. Borrowers operating under a Federal charter ( 1464(a), and 12 C.F.R. § 552.3), please specify the State of the Borrower’s main office or home office. 3 One signatory should be someone authorized to sign documents on behalf of the Borrower as provided in the Authorizing Resolut ions for Borrowers required by OC -10. 4 -house or outside counsel to th The other signatory should be in e Borrower.
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