EFTA01390359.pdf

c. In the event of the death of any owner, the survivor(s) shell immediately give DBSI written notice thereof. DBSI may, before or after receiving such notice, take such action, require such documents, retain such securities and/ or restrict transactions in the Account as necessary for its protection against any tax, liability, penalty or loss under any present or fotimilawsior otherwise. Any coat resulting from the neath of any owner, or through the exercise by any decedent's estate, survivors (including other Account owners) or representatives of any rights in the Account shall be chargeable against the interest of the survivors) as well as against the interest of the estate of the decedent. The estate of the decedent and each survive (including other Account owners) shall continue to be jointly and severally liable to DBSI for any obligation of the joint account or net debit balance or loss in said account until such time as DBSI distributes the assets in accordance with Clients' instructions. 22. Non-disclosure of Confidential and Material, Non-public Information. During the course of business, employees of DBSI may come Into possoesion of confidential and materiel non-poblio information. Uoder Applicable Law, soch employees are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a Client of DBSI. Client understands that under Applicable Law. DBSI emoloyoea ere Prohibited from comroonicatind such information to Client and that DBSI shall have no responsibility or liability to Client for failing to disclose such information. 23. Third Rai* Authorization: No Agency. Client agrees that if Client authorizes third party(ies) (including, without limitation, any investment advisor or money manager) to act on Client's Account, such third party(ies) shall be bound by the Terme and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed to in writing by DBSI, third party(ies) authorized by Client to act for Client, whether or not referred to Client by DBSI, istere not, and shall not be deemed agents of DBSI and DBSI shall have no responsibility or liability to Client for any acts or omissions of such third party, or any officers, employees or agents thereof. 24. No Legal, Tax or Accounting Advice. Client acknowledges and agrees that: (a) neither DBSI. nor Pershing. provide any legal, tax or accounting advice, (b) neither DBSI nor Pershing employees are authorized to give any such advice and (c) Client will not solicit such advice or rely upon such advice given in error, whether or not in connection with transactions in or for any of Client's Account(s). In making legal, tax or accounting decisions with respect to transactions in or for Client's Account(s) or any other matter, Client win consult with and rely upon Clinnt's own advisers, and not OBSI. Client acknowledges that DBSI shall have no liability therefore. 25. Limitation of Liability. Client agrees that unless otherwise provided in any other agreement between Client and DBSI or under Applidable Law, 08SI shall not be liahte for any Ions to Client except In tho case of DBSI's gross negligence or willful misconduct. 0851 shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes, act of foreign or domestic terrorism or other conditions beyead 085I's control. DBSI shall not be liable fur aoy damages caused by equipment failure, communications line failure, unauthorized access, theft systems failure and other occurrences beyond DBSI's control. 26. Customer Inquiries/Customer Complaints. For general inquiries, Client will contact the Client Advisor or Branch Supervisor assigned to Client's Account(s) for questions or assistance on any matter relating to these Account(s)• Client must direct all formal complaints against DBSI or any of its employees to Deutsche Bank Securities Inc., Compliance Departmeht - Client Inquiries, 60 Wall Street, 23n1 Floor, Mail Stop NYC60-2330, New York, NY 10005-2836 or Client may call (212) 250-1085. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and 0851 concerning the subject matter of this Account Agreement and there are no oral or other agreements in conflict herewith. The Terms and Conditionsiof this Account Agreeaient shell apply to etch and every a000unt and, collectively, any and all funds, money, Securities and Other Property that Client has with DBSI and supersedes any prior Account Agreement Client may have signed with DBSI. Client acknowledges that Client may be required to enter into separate agreements with respect to products or services offered by or through DBSI or its affiliates. 28. Right to Terminate or Amend. Client agrees that OBSI has the right to terminate this Account Agreement and close any related accounts or amend the Terms and Conditions of this Account Agreemeht at any time and for ahy reason by sending written notice of such termination or amendment to Client. Any such terminetioo or aroondment shell be effective as of the date that DBSI establishes. Client cannot waive, alter, modify or amend this Account Agreement unless agreed in writing and signed by DBSI. No failure or delay on the part of DBSI to exercise any right or power hereunder or to insist at anytime upon strict compliance with any term contained io this Account Agreement, shall operate as a waiver of that right or power or term. 29. Controlling Law. This Account Agreement shall be deemed to have been made in the State of New York and shall be construed, and the rights of the parties determined, in accordance with the laws of the State of New York and the United States, as amended, without giving effect to the choice of law or conflict-of-laws provisions thereof. 30. Headings. Paragraph headings are for convenience only and shall not effect the meaning or interpretation of any provision of this Account Agrociment 31. Assignment Separability, Survivability. This Account Agreement shell bn binding upon Client's heirs, executors, administrators, personal representatives and permitted assigns. It shall inure to the benefit of °BSI's successors and assigns, or any successor clearing broker, to whom DBSI may transfer Client's Account(s). DBSI may, without notice to Client assign the rights and duties under this Account Agreement to any of its Affiliates, or to any other non- affiliate entity upon written mhos to Client. If any provision or condition of this Account Agreement snail be held to be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency er body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Account Agreement shall be carried out as if any such invalid or unenforceable provision or condition were not tootained herein. 32. The provisions of this Account Agreement governing arbitration (Section III), controlling law (Section 11.29) and limitation of liability (Section 11.25) will survive the termination of this Account Agreement. flAWM-0198 4 012141032513 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094841 CONFIDENTIAL SDNY_GM_00241025 EFTA01390359