EFTA01355701.pdf

Terms and Conditions Corporate Accounts Deutsch* Bank Securities Inc. (referred to herein as "DB51") accepts the Account of the client descnbed in the attached certificate (the "Chant"). The term 0851 includes its affiliates, officers. directors. agents and employees. Client understands that Pershing LLC is the carrier of the Account as clearing broker pursuant to a clearing agreement with DBSI. Deutsche flank Securities Inc. is a subsidiary of Deutsche Bank AG. As used herein, the term -affiliate of Deutsche Bank- or "Deutsche Bank affiliates" mean Deutsche Bank AG and its subsidiaries and affiliates. lath of Deutsche Bank AG arid its affiliates is a soperetoly in--orporeted legal entity, none of which is responsible for the obligations of the others. "Securities and Other Property" shall include, but shell net be limited to, money and securities, financial instruments, commodities of every kind and nature, and at contracts and options relating to any thereof, owned by the Client or in which the Client has ao interest. These tonne and conditions shall 6e construed in accordance with the laws of the State of New York and the United States, as emended. By opening the Account, Client agrees to the following terms and conditions: 1. Confirmations, and Transmission of Instructions Chant agrees to notify DBSI in writing, within tan 110) days of sending Client a confirmation, of any objection Client has to any transaction in its Account. In the absence of such written notification. Client agrees that all transactions for its Accbust will be final arid binding en it. Client understands that it is responsible for transmission of instructions to DBSI and that Client bears the risk of loss arising from the method of transmission that Client uses in the event of transmission errors. misunderstandings, impersonations, transmission by unauthorized persons or forgery. Chant agreetto release end indemnify OBSI from any and al liability arising from the execution of transactions based on such instructions except if D8S1's gross negligence caused the transmission error. 2. Cash Account With respect to the Account: (i) Client will make full cash payment on or before settlement date for each security purchased, unless funds sufficient therefor are already held in the Account (ii) Client does not contemplate selling any security before it is paid for as provided in the Procedelg clause: (iii) Client will own each security sold at the time of sale and, unless such security is already held in the account will promptly deliver sucb security thereto on or before settlement date; and (iv) Client will promptly make full cash payment of any amour t that may become duo in order to meet necessary requests for additional deposits or. with respect to any unissued security purchased or sold, to mark to the market. 3. Short and Long Orders; Deliveries and Settlements Clint agrees that. in giving orders to sell, all "short" sales will be designated by it as "short" and all other sales will be designated by DBSI as long." Chant Milo agrees theit 0851 may. at its dectenon. immachatele cever any shah sales in the Account, without ph& notice. In ease of non- delivery of a security, 0551 is authorized to purchase the security to cover Client's position and charge any loss. Commissions and fees to the Account. Client agrees that if DB51 lads to receive payment for securities Client has purchased, D651 may, without prior demand or notice, sell those secur ties or other property held by DBSI in the Actium eed any restariog theiefrom will he charged to the Account. Client authorizes DB51, at its discretion, to request and obtain extensiords) of Clients time to make payment for securities Client purchased, as provided for by federal Reserve Bank Regulation T. 4. Liens Client hereby grants to 0551 and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession Or Centel of DB51. any of its Affiliates nr Pershing, in whico Client NO an interact thWd iddividuelly, jointly or ottani/lee) (collectively ell such gentrifies and Other Progeny are referred to herein as 'Collateral in order to secure any and all indebtedness or any other obligation of Client to DB51 and its Affiliates or Pershing (provided that such indebtedness or obligation to Pershing arises in connection with this Agreement) (collectively, all such obligations are teferred to netted., as the "Obligations"). Clients who are joint seenonditeders ("Joint Accountholders") ecknowledge and agree that pursuant to this lien, the Collateral shalt include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with 0851 or its Affiliates (whether individually, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to 0851 and its Affiliates. DBS1 for Pershing, at 0851's instruction) may. at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise Odense of or deal with arty or nil such Collatiosi in ardor to satisfy any Obligations. In enforcing this lien, 0851 shall have the discretion to determine which Securities and Other Property to apply for the purposes of the foregoing. Notwithstanding the foregoing. nothing herein shall be deemed to grant an intbrest in any Account or assets that would give rise to a prohibited transaction under Section 49751c1 (1)18) of the internal Revenue Code of 1986. as amended, or Section 40611(i)(8) of the Employee Retirement Income Security Act ol 1974. as amended. Securities and Other Property held in Client's retirement account(s) maintained by 0851., which may include IRAs or qualified plans, are not subject to this ben and such Securities and Other Property may only be used to satisfy Client's indebtedness or other obligations rebated to Client's retirement accounts). 5. Authority to Sorrow In case of the sale of any security or other prozerly by DUI at Client's direction and ()BSI's inability to timely deliver the same to the purchaser by reason of Client's failure to supply DBSI therewith. Client authorizes DBSI to purchase or borrow any security or other property necessary to make the required delivery, and Client agrees to be responsible for any loss or cost. including interest. which DBSI sustains as a result of Client's failure to make delivery to D8SI. O. Interest Charges Client acknowledges that debit balances in the Account, including, but not limited to, those arising from ins failure to male payment by settlement dale for securities purohased will be charged interest at the then current rate, in accbrdance with 0851's UDUM custom. Interest will be computed on the net daily debit balance, which is computed by combining all debit balances and credit balances in each account with the exception of credit balances associated with short security petitions. 7. Credit Information and Investigation Client authorizes 0851 to obtain reports concerning its credit standing and business conduct at DBS1's discretion. Client also authorizes D851 and any affiliate el Deutsche Bank, including, without fintitatIon. Deutsche. Bank AG, to share among such affiliates such infremahan and any other confidential information DBSI and such affiliates may have about Client and the Account. Oa PYYMOUle Corp Acct Auth & T&C ()2112) CORP 005420.022212 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0040957 CONFIDENTIAL SDNY_GM_00187141 EFTA01355701