EFTA01355688.pdf

5. Purchase of Securities. DBSI requires that cash accounts contain sufficient funds to settle a transaction, but has the right to accept an order without sufficient funds with the understanding that Client will submit payment on or before settlement date for each security purchased. DBSI retains the right to cancel or liquidate any order accepted and/or executed withoot prior notice to Client. It DBSI does not receive peymsnt by settlement date. Aliumetively, upon Client's failure to pay for purchased and settled securities. DBSI has the right to sell Securities and Other Property held in any of Client's Account(s), and charge to Client any loss resulting therefrom. 6. Sale of Securities. Client egtees that in a cosh account: (a) Clientwill nor sell any Security belere it is paid for, (d) Client will own each security sold at the time of sale, (c) unless such security is already held in the.Account, Client will promptly deliver such security thereto on or before settlement date, (dl Client will promptly make full cash payment of any amount which mey become tine in order to meet neoessanz regoosts for additinnal deposits and ie) with respect to any Securities and Other Property sold, Client will satisfy any mark to the market deficiencies. Client must affect all Short Sales in a margin account and designate these sales as "short." All other sales will be designated as "km( and will be deemed to be owned by Client. In the event that DBSI enters an order to sell Securities and Other Property that Client represents Client owns, but which are not held in the Account at the time of sale, and Client tails to make delivery by settlement date, DBSI has the right to purchase or borrow any Securities and Other Property oecessaty to make tee regurred delivery. Client egteee to compensate DBSI fer cry loss or coot, including interest, commission or fees sustained as a result of the foregoing. DBSI charges interest on unpaid balances in cash accounts from the close of business on settlement date. See the Annual Disclosure Statement, at http://www.pwm.db.com/americes/en/annualdiscloserestatement.html for additional information en Interest chargen. 7. Restrictions on Trading. DBSI has the right to prohibit or restrict Client's ability to trade Securities and Other Property, or to substitute securities in Client's Account. 8. Restricted Securities. Client will not buy, sell or pledge any Restricted Securities without ()BSI's prior written approval. Prior to placing any order for Restricted Securities subject to Rule 144 or 145 of the Securities Act of 1933, Client must identify the status of the securities and furnish DB5Iwith the necessary documents (including opinions of legal counsel, if requested) to obtain approval to transfer and register thrice securities. DBSI will not be Ileitis ter any delays in the processing of these securities or for any losses caused. by these delays, DBSI has the right to decline to accept an order for these securities until the transfer and registration of such securities has been approved. 9. Order Ptacemunt aed Cancellation/Modification Requeets. When Client verbally places a trans wiln a Client Advisor, Client will be bound to the oral confirmation repeated back to Client, unless Client objects at the time of the order. Client understands that requests to cancel/modify anorder that DI3Slaccepts are on a best efforts basis only. 10. Aggregation et Orders and Average Prices. Client authorizes DBSI to apgiogate drams for Client Account(s) with other orders. Client recognizes that in so doing. Client may receive an average price for orders thatmay differ from the priceis) Client may have received had the orders not been aggregated. Client understands that this practice may also result in orders being only paitielly completed. 11. Transmission of instructions. Client understands and accepts responsibility for the transmission of instructions to DBSI and will bear the risk of loss arising from the method of trensmission used in the event of transmission errors. misunderstandings, imnersonabens, transmission by unauthorized persons, forgery or intercepts. Except in.the ones of gross negligence, Client agrees to release ancrindemnify DBSI, its affiliates, employees and directors from any and all liability arising from the execution of transactions based on such instructions. 12. Role of Certain Third Parties. DBSI engages a third-g arty eieering agent, Pershing. Client understands that Porshlhg is the custodian of Client's assets, clears and settles all transactions. and extends credit on any margin purchases, where applicable. Client further understands that Pershing may accept from DBSI, without inquiry or investigation: 0) orders for the purchase or sale of Securities and Other Property on margin or otherwise, and tii) any other instructions concerning Account(s). Client further understands that the contract between D851 and Pershing, and the services rendered therm/lister, are not intended to create a joint venture, partnership or other form of business organization of any kind. Perehitiq shall not be responsibte et /able to Client for any arks el omissions of 0851 or its employees. Pershing does not provide investment advice, nor offer any opinion on the suitability of any transaction or order. DBSI is not acting as the agent of Pershing. Client cannot hold Pershing. its affiliates and its officers, directors and agents liable for any trading losses ClifffitilleUfS. 13. liens. Client hereby grants to DOS' and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of OBSI, any of its Affiliates or Pershing, in which Client has an interest (held individually, jointly or otherwise) leeliectively all such Securities and Other Property are referred to herein as 'Collateral") in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or Pershing looltectiVely, all such obligations are referred to herein as the "Obligations"). Clients who are joint accountholders (Joint Accountholders) acknowledge and agree that pursuant to the lien to DBSI and Affiliates, the Collateral shall include Securities and Other Propertyheld in the Account or any other account held by either Joint Accountholder with 0051 or its Affiliates or Pershing (whethbr individually, jointly or otherwise) and shall secure any and all Obligations of each Jo'nt Accountholder to OBSI and its Affiliates ar Pershing. With respect to the lien granted to DBSI and its Affiliates, OBSI (or Pershing. at OBSI's instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such Collateral in order to satisfy any Obligations. In enforcing this lien, DBS1 shall have the diecretion to determine what and how much Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in any Amount or assets that would give rise to a prohibited transaction under Section 4975(00 I (El) of the Intermit Revenue Code of 1988, as amended, or Sention 40600(i)(8) of the Employee Retirement Iheemo Security Act of 1974. as amended. Securities and OtherProperty held in Client's retirement account(s) maintained by 0651, which may include IRAs or qualified plans, are not subject to this lien and such Securities and Other Property may only be used to satiety Client's indebtedness or other obligations refined to Client's retirement eoeount(s). 13.414O4-0196 2 012145 032813 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0040940 CONFIDENTIAL SDNY_GM_00187124 EFTA01355688