EFTA01372358.pdf

Deutsche Asset & Wealth Management ORIGINAL For Bank use Only Account Number(s): slM1133 st—t Partnership Authorization and Indemnity in favor of Deutsche Bank Trust Company Americas 1. The undersigned (the "Undersigned"' hereby certifies that the Undersigned is a general pennons) (the "Pennons), duly authorized to make the representations, authorizations. certifications and indemnifications as set forth below ("Partnership Authorization") and (i) to keep the records of Ceit Co, k40, a ventc4tAi f. (the "Partnership") a pannership duly organized. in good standing, and existing under the laws of Petiubtre- and 2. The Undersigned represents. authorizes, certifies and indemnihos as follows with respect to the account types) indicated below ("Account(s)"): S tes•Tposit Aecount(s) 17 Investment Advisory Account(s) [Ti Custody Account's) (please select all that apply); U discretionary O non-discretionary (a) It is desirable and in the best interests of the Partnership, and the Partnership is authorized, to designate Deutsche Bank Trust Company Americas (the "Bank'l as depositary. custodian or investment advisor, as applicable. for such property as designated by the Partnership from time to time. and to open and maintain Account(s) with the Bank. Ib) The Partnership shall be bound by the times end conditions set forth in any agreement or contract governing Account(s) (the 'Account Agrooment(s)") and any other pocuniont relating to pi oducts or services provided in connection with Account(s). as revised andfoi amended lion. time to time 'collie:lively. the "Agreements-I. (e) The partners. employees. officers and/or agents of the Partrorship (the 'Authorized Signer 4)1whose names, titles and signatures apnea- below. as amended from time to time by the Partnership, are hereby authorized and d.rectod. for and on behalf of the Partnership, to open, maintain, manage or close Account(s), to execute the Agreements, and to exercise and direct the exercise of all dutiesaights and powers, and to take all actions necessary or appropnate in connection with the opening, maintenance, management or-closing of Accounts) in the name of the Partnership, pursuant to the terms and conditions specified in the Agreements, and any applicable laws. rules and regutatione. The Bank is authorized to accept instructions horn the Authorized Signer(s) in connection with Account(s). including, but not limited to. endorsements and deposits of negotiable instruments, checks or other orders for the payment of money. and instructions to deposit. withdraw. transfer. dukes( or assign assets :n Account(s). sell any assets in Account(s), including but not limited to assets listed as `held elsewhere." buy any assets for Accounts) and retain the services of an advisor, including the Bank consulant or brokerfdealer to manage all or part of assets in Accoungs), all on such terms as the Authorized Signegtd drect. id) The Bank may conclusively assume that all actions taken and instructions given by each of the Authorized Signals: have been properly taken or given pursuant to authority vested in such Authorized Signer(s) and the Partnership shall iS0OMtlEfy and hold the Bank hamiless hem al claims. liabilities. losses. Costs. OX04111SOS (including attorneys' fees) related to or arising from any action or inaction by ally such Authorized Signer's/ (0) The omission from this Partnership Authorization of any document, arrangement or action to be taken in accordance with the Account(s) or the Agreements shall in no manner oerogate horn the authority of the Authorized Signer's) to take all January necessary. desirable, advisable or approprlete to consummate. effectuate or carry out the transactions contemplated by the foregoing Partnership Authorization. (f) All actions taken and expenses incurred heretofore by the Partners or the Authorized Signer(s) in connection with the Aceount(s) or the Agreements are hereby ratified, approved and ixinfirmed in ell respects. (g) If indicated below, the Authorized Signer(*) is/are authorized to delegate any and all of the powers enumerated in this Partnership Authorization in connection with the Accounts) to such person(s) as the Authorized Signer's) may elect Such delegation shall be made via the execution of the form of Appointment of Agent(s) annexed hereto as' Exhibit A' WM 146033 06TCA 019464 1031I< CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0066052 CONFIDENTIAL SDNY_GM_00212236 EFTA01372358