ANNEX 3-D RESOLUTION OF EXEMPTION OF PARENT ORGANIZATION

I,

the duly elected Secretary of

, a corporation located in

do hereby certify that the following is a true and complete copy of a resolution passed at a meeting of the Board of Directors of said Corporation, at which a quorum was present, duly called, and held

Be it resolved that

its officers and directors, as such, will not require and not have access to

PROTECTED/CLASSIFIED information or assets in the custody of

, a subsidiary corporation, and further that

has been delegated full authority to act completely independent of

in all matters which involve or relate to

responsibility to safeguard PROTECTED/CLASSIFIED information and assets.

BE IT FURTHER RESOLVED that these actions of the Board of Directors of

are taken for the purpose of exempting the

from the necessity of a Facility Security Clearance in conformity with the PWGSC Industrial Security Manual.