BANK OF MONTREAL



BANK OF MONTREALPersons Authorized to Act for the BankDELEGATION OF AUTHORITYCERTAIN PERSONS AUTHORIZED TO ACT FOR THE BANK – PROVINCE OF QUEBECPursuant to a resolution of the Board of Directors of Bank of Montreal (the “Bank”) dated May 28, 2014, the undersigned are authorized to act for the Bank and may authorize any person or persons to do any of the acts described therein and herein.In accordance with this May 28, 2014 resolution, the undersigned hereby authorize the following persons to act for the Bank in the manner specified herein:Any two of the following officers in Canadian Personal and Commercial Banking of the Bank:Account Manager, AFCArea Manager, AutomotiveAssistant Branch ManagerArea Manager, Specialized SalesRegional Sales Manager, Specialized SalesBranch ManagerRelationship ManagerSenior Relationship ManagerConseiller bancaire petites entreprises (CBPE)Credit AnalystCredit FunderCommunity ManagerSmall business bankerDivisional Director, Investment ServicesRegional DirectorPersonal BankerSenior BankerInvestment Lending SpecialistMortgage Development ManagerMortgage Development OfficerMortgage SpecialistPortfolio ManagerSales AnalystManager, Client Services, Retail Dealer FinanceManager, After Sales Service and Administration SupportRegional Vice PresidentRegional Vice President Business Bankingor alternatively,Regional Vice President, Personal BankingSenior ManagerSenior Manager, Client Services, Retail Dealer FinanceSenior Manager, Relationship DevelopmentSenior Manager, Portfolio and Client ServicesNational Director, Retail Dealer FinanceSenior Manager, Program OfficeSenior Manager, Specialized Sales GroupNational Support Manager, Specialized Sales Support CentreSenior Vice PresidentVice PresidentVice President Business Bankingany two of the following officers of the Regional Credit Group of the Bank: Consumer Credit:National Director, Consumer CreditManager, Consumer CreditAssistant Manager, Consumer Credit Transactional Credit:Senior Manager Credit, Corporate Finance DivisionSenior Manager Credit, Commercial CreditSenior Division Manager, Commercial CreditDivisional Manager, Commercial CreditDivisional Manager, Credit IB-SMEManager Credit, Commercial CreditAssistant Manager Credit, Commercial Creditor alternatively,any two of the following officers of the Special Account Management Unit (P&C) – Enterprise Risk and Portfolio Management Group of the Bank:National Director, Consumer CollectionsSenior Manager, Consumer CollectionsUnit Manager, Consumer CollectionsVice President, SAMUSenior Special Accounts Manager, SAMUNational Director, SAMUAccount Manager, SAMUAdministration Manager, SAMUCommercial Collector, SAMUor alternatively,any two of the following officers of the Private Client Group of the Bank:Director, BankingPersonal BankerSenior BankerPrivate BankerRegional Director, BankingSenior Private Bankeror alternatively,any two of the following officers of the Portfolio Management Group of the Bank:Community AnalystCommunity FunderSenior ManagerSenior Manager, SupportDirecteur Général, Gestion de portefeuilleDirecteur Gestion de PortefeuilleDirecteur Principal Gestion de PortefeuilleDirecteur de portefeuilleor alternatively,any two of the following officers of the Corporate Finance Division of the Bank:DirectorManaging DirectorRelationship ManagerSenior Financing ManagerSenior Portfolio ManagerSenior Vice PresidentVice PresidentSenior Manager, Structuring and Credit RiskSenior Relationship ManagerAccount ManagerSenior Account ManagerSenior ManagerCredit AnalystRegional Market LeaderSenior Manager, GFSManager, GFSSenior Deal SpecialistDeal Specialistor alternatively,any two of the following officers of the North American Customer Contact Centre of the Bank:Specialist, Personal LendingSpecialist, Personal LendingManager, Personal BankingCredit Specialist, Personal LendingManager, Compliance and RiskSenior ManagerManager, Personal Lendingor alternatively,any two of the following officers of the Regional Service Centres of the Bank:Service RepresentativeSenior Service RepresentativeSenior Service CoordinatorRegional ManagerManagerSenior ManagerVice Presidentor alternatively,any two of the following officers of the Lending Operations Service Centre, the Mortgage Service Centre, the Centralized Mortgage Operations Group or the Student Loan Centre Groups of the Bank:Service RepresentativeSenior Service RepresentativeService SpecialistManagerSenior ManagerCo-ordinatoror alternatively,any two individuals holding any of the following titles within the BMO Capital Markets division of the Bank:Vice PresidentDirectorManaging DirectorSenior Vice PresidentExecutive Vice PresidentChief Administrative OfficerVice ChairPresidentChief Executive Officeror alternatively,any two of the following officers of the Corporate Real Estate Group of the Bank, one of which must be from Group 1 and the other from Group 2:Group 1:-Senior Vice PresidentVice PresidentDirectorSenior Manager, Property AdministrationGroup 2:-Senior ManagerManageror alternatively,any Senior Vice President of the Bank together with any one of the following officers of the Asset Management Services Group of the Bank:Senior ManagerVice Presidentor alternatively,any one of the following officers of the Special Accounts Management Unit (C&I) – Enterprise Risk & Portfolio Management Group of the Bank:Managing DirectorVice President of the Bankbe and they are hereby authorized for and on behalf of the Bank:to sell, assign, transfer or otherwise absolutely alienate any or all property, moveable or immoveable, and assets including without restriction ships, now owned or hereafter acquired by the Bank, or in pursuance of a power to sell or dispose (express, implied by statute or otherwise), any interest in any one or more of the foregoing atsuch times and in such manner and upon such terms as they in their absolute discretion shall deem proper, with liberty to buy in at any such sale, to rescind or vary any contracts for sale and to resell, without being answerable for any loss arising thereby, to execute such assignments, transfer or disposition agreements, deeds of grant, conveyances or assurances, bills of sale or other documents for the purpose aforesaid as may be required, and to give effectual receipts and discharges for the purchase price of the said properties, assets or ships or any interest therein;to grant total or partial release, subordination, discharge, acquittance or mainlevee, with or without consideration, of all rights, obligations and recourses including those arising from giving-in-payment, and resolutory clauses existing in favour of the Bank under any securities, judgment, notice of default or other similar notice, or any right that the Bank may hold on or in respect of any property, moveable or immoveable, including without restriction ships and to request the Registrar for the appropriate registration division or the Registrar of Shipping, as the case may be, to register and give effect to such release, discharge, acquittance and mainlevee;to grant, assign, re-assign, transfer, re-transfer, convey and re-convey to any corporation, partnership or other person, or subrogate them in all or any, or the benefit of all or any securities, or any partial interest therein and to give releases, discharges, acquittances and/or mainlevees, with or without consideration, of the said securities and/or any amounts owing or secured under said securities, whether such amounts were paid or due prior to or after any such grant, assignment, re-assignment, transfer, re-transfer, conveyance or re-conveyance;for the purpose of safeguarding the Bank’s interest or for any other purpose necessary in their absolute discretion to secure, obtain, file, register, withdraw, amend, cancel or partially withdraw or cancel caveats, cautions, notices of address or other documents to enforce, perfect or protect the right, title or interest of the Bank in any property, moveable or immoveable, or asset, including without restriction ships, owned by the Bank or in which the Bank has any interest whether now existing or hereafter acquired;to grant, enter into, renew, surrender, cancel, vary, amend or assign any leases or subleases, agreements for leases or subleases, offers to lease or agreements for offers to lease, restrictive covenants or agreements for restrictive covenants or any other agreements whether now existing or hereafter created as shall be requisite in their absolute discretion in the care and management of the interests of the Bank and to do all further acts, deeds or writings as may be incidental thereto or necessary therefor;to consent, with or without consideration, to the creation of servitudes affecting any immoveable property owned by the Bank or in respect of which the Bank holds security, and to the registration thereof;to commence, institute, prosecute, defend, discontinue, refer to arbitration, settle in whole or in part, appeal, abandon and do all proceedings, actions, matters and things necessary for the purposes of exercising or safeguarding the interests and security ofthe Bank in any property, moveable or immoveable, assets, including without restriction ships, or any interest therein now owned or hereafter acquired and of bringing any property, moveable or immoveable, including without restriction ships, or interests in such property now owned or hereafter acquired under the operation of any Act passed by the Legislature of Quebec or any addition, amendment or substitution of such Act or any other Act or law and to do any of the foregoing for the purpose of transmitting to the Bank the right, title or interest in any property, moveable or immoveable, and assets, including without restriction ships, which it may hereafter acquire including such right, title and interest acquired at auction sale, by tax sale certificate or otherwise howsoever;to amend the amount of the principal, the rate of interest thereon, the date of repayment and any other terms and conditions of any loan or obligation secured by any hypothec, privilege, pledge, security or right that the Bank may hold on or in respect of any property, moveable or immoveable, and assets, including without restriction ships;to consent to the renewal of any hypothec against any immoveable property on or in respect of which the Bank may hold any hypothec, privilege, pledge or security or right;to acquire at any judicial sale, sale for taxes, sale under a power to sell or dispose (express, implied by statute or otherwise) or pursuant to execution proceedings or any other similar sale, for such consideration as may be necessary to protect the Bank’s interest, any property, moveable or immoveable, and assets, including without restriction ships, on and in respect of which the Bank may hold any hypothec, privilege, pledge, security or right, or any property, moveable or immoveable, and assets, including without restriction ships, belonging to a debtor of the Bank;to acquire, receive and accept by way of giving-in-payment, retrocession, transfer, transaction, assignment or similar conveyance, any property, moveable or immoveable and assets, including without restriction ships, on or in respect of which the Bank may hold any hypothec, privilege, pledge, security or right, in full or in partial satisfaction, payment and discharge of any indebtedness owing to the Bank under or secured by any such hypothec, privilege, pledge, security or right;to enter into and consent to any declaration of co-ownership of immoveable property on or in respect of which the Bank may hold any hypothec, privilege, pledge, security or right, and to the division of the debt secured thereby and to consent to the registration thereof, and to give revocable powers of attorney appointing the owner of each fraction of such property the attorney of the Bank to exercise the right of the Bank to vote at general meetings of the co-proprietors, whether annual or special, and to revoke at any time such power of attorney, whether in whole or in part, and to give notice thereof to the administrators of such property;to consent to the cancellation, amendment, correction and registration of any official plan and book of reference, and to the redivision, subdivision or resubdivision of anyimmoveable property or addition thereto owned by the Bank on or in respect of which the Bank may hold any hypothec, privilege, pledge, security or right;to amend, postpone, subordinate or grant priority, with or without consideration, in respect of all rights, obligations and recourses, including giving-in-payment and resolutory clauses, existing in favour of the Bank under any securities or right that the Bank may hold from time to time;to make and to enter into and execute agreements with respect to loans, advances and other obligations on such terms and conditions as they may see fit, to receive the consideration, if any;to enter into and execute any hypothec, mortgage or other securities which the Bank may take or hold upon any property, real or personal, moveable or immoveable, present or future and any documents related thereto, including assignments or rights granted in favour of the Bank in respect of any hypothec, mortgage or other security;in connection with any or all of the foregoing purposes, to execute limited powers of attorney in favour of representatives of the Bank in foreign jurisdictions or in certain locations in Canada, authorizing such representatives to execute documents of similar effect on behalf of the Bank in such jurisdictions or locations where necessary to do so; andin connection with any or all of the foregoing purposes, to execute (with or without the Bank’s seal), to make and deliver all or any transfers, assignments, deeds, covenants, leases, contracts, agreements, instruments, documents or other paper writings including, without limitation, mortgage amending agreements.In addition, each notary who is a member in good standing of the Chambre des notaires du Québec and who is retained by and as representative of the Bank (the “Notary”), and any employee, agent or other reasonable person retained or engaged by the Notary for such purpose, be and he/she is hereby authorized to, acting alone, represent the Bank and act for and on behalf of and in the name of the Bank for the limited purpose of entering into and executing any hypothec, mortgage, charge or other security which the Bank may take or hold upon any property, real or personal, moveable or immoveable, present or future and any documents related thereto, including assignments or rights granted in favour of the Bank in respect of any such hypothec, mortgage, charge or other security and including any such hypothec, mortgage, charge or other security document which may contain terms relating to loans, advances and other principal obligations on the terms and conditions negotiated by the Bank.Each Notary, and any employee, agent or other reasonable person retained or engaged by the Notary for such purpose, is hereby authorized to, acting alone, represent the Bank, and act for, on behalf of and in the name of the Bank, for the purpose of entering into and executing any deed of acquittance, discharge and release of hypothecary rights, after having obtained the approval of the Bank for each specific matter or transaction in accordance with the terms hereof.For the purposes of this delegation of authority “securities” shall include, without limiting the generality of such terms, trust deeds, debentures, delivery agreements, bonds, hypothecs, mortgages, charges, privileges, liens, caveats, conditional sale agreements, bills of sale, chattel mortgages, commercial pledges, pledges of agricultural and forest property and other pledges, transfers of property in stock, assignments of book debts, other assignments, security interests, security agreements and any other forms of encumbrance.The foregoing shall not affect any other present or future authorization or any present or future power of attorney granted by the Bank or its directors.Dated this 20 day of May20 21 .Name: John McNain4478156194178Title:Head, Personal Banking Products & ExperienceName: Vittorio PellegrinoTitle: Regional President, Personal Banking Quebec & Eastern Ontario ................
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