JPMORGAN Private Bank
The Morgan Account Application: Corporate/Other Organization Resolutions
I, Harry Bella, the Secretary (or duly authorized officer) of Air Ghislaine, Inc (the "Organization") duly organized under the laws of ________, hereby certify that the following is a true and complete copy of resolutions adopted by the Board of Directors of the Organization by unanimous written consent or at a meeting held on the 18th day September 2006, at which a quorum of the Board of Directors was present and voting and that these resolutions have not been rescinded or modified and are now in full force and effect.
A. Authorized signers
In this space, please list, by names or titles, the persons authorized to sign or act pursuant to the resolutions indicated below (signers must be identified in each resolution as passed). Also, each signer may act singly unless the word "jointly" is entered below and the word "with" is written in, which means that any two signers must act jointly.
Print Name and Title (if any) or Title Only: Ghislaine Maxwell, President
Manner of Signing: Singly
Print Name and Title (if any) or Title Only: Harry Bella, Secretary
Manner of Signing: Singly
Print Name and Title (if any) or Title Only
Manner of Signing
Print Name and Title (if any) or Title Only
Manner of Signing
Print Name and Title (if any) or Title Only
Manner of Signing
*A photo copy of a current Driver's License or Passport and social security number are required for each signer listed above.
Please check the line to the left of any one or more of the following resolutions which have been adopted. If the line to the left of any particular lettered subdivision is not checked, that resolution has not been adopted.
B. Banking and custody
X 1. RESOLVED, that the individuals identified above are authorized to enter into deposit and custody accounts with JPMorgan Chase Bank, N.A. or a Morgan Affiliate (individually or collectively, "Morgan") and are authorized to sign checks, drafts, and orders for the payment of funds and custodian of the securities of the Organization and to act on behalf of the Organization in all respects regarding the Organization's banking and custody accounts with Morgan as they in their discretion determine.
C. Investment management
2. RESOLVED, that the persons specified above are authorized, in the name and on behalf of the Organization to execute an investment management agreement designating Morgan as the Organization's investment manager, to follow or modify any asset allocation guideline, execute, or other instructions, and to act on behalf of the Organization in all respects regarding the Organization's investment management accounts with Morgan.
D. Brokerage
3. RESOLVED, that those persons identified above are authorized in the name and on behalf of the Organization to execute a brokerage agreement with J.P. Morgan Securities Inc. and its successors or assigns; to purchase on margin or otherwise and borrow (on a secured or unsecured basis) from, sell (including short sales on a margin account), and lend (on a secured or unsecured basis) to, and to otherwise enter into transactions of any kind with Morgan with respect to any and all securities and financial instruments whatsoever in which such broker or act as counterparty from time to time; to enter into any derivative transactions with respect to the foregoing, including over the counter equity derivatives and structured transactions (including, but not limited to options, swaps, calls, caps and floors); to pledge any funds or instruments for the purposes of securing the Organization's obligations with respect to the foregoing; to establish and operate one or more brokerage or other accounts in connection with the foregoing activities and transactions; and, to act on behalf of the Organization in all respects regarding the Organization's brokerage accounts.
E. Credit
4. RESOLVED, that those persons specified above are authorized in the name and on behalf of the Organization to borrow from time to time from Morgan sums of money for such periods of time and upon such terms as may to them in their discretion seem advisable; to execute notes or other obligations to evidence borrowings; to enter into agreements with respect to borrowings, a discount with Morgan any bills or notes receivable held by the Organization upon such terms as they may deem proper to apply for and to obtain letters of credit and to execute applications agreements, trust receipts and all other documents in connection therewith; to secure the delivery, on their execution or endorsement, of any instrument or undertaking claimed necessary or advisable to carry out the purpose and intent of the foregoing resolutions; to pledge any of the assets or property of the Organization for the purpose of securing any of the foregoing transactions or any transaction entered into by any other entity or person; and, to endorse, execute and/or to issue appropriate powers of attorney, documents or assignments in furtherance thereof.
JPMorgan Use Only Title: AIR GHISLAINE, INC. SIN: CAS:
US150-05/16
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Confidential Treatment Requested by JPMorgan Chase
JPM-SDNY-00002411
DOJ-OGR-00015716
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