EFTA01459313.pdf

Terms and Conditions Corporate Accounts Deutsche Bank Securities Inc. (referred to herein as "DBSI*) accepts the Account of the client described in the attached certificate (the "Client"). The term OBSI includes its effillates, officers, directors, agents end employees. Client understands that Pershing LLC is the carrier of the Account as clearing broker pursuant toe clearing agreement with DBSI. 'Deutsche Bank' means Deutsche Bank AG and its affiliated companies. Deutsche Asset & Wealth Management represents the asset management and wealth management actMtles conducted by Deutsche Bank AG or its subsidiaries. Clients are provided Deutsche Asset & Wealth Management products or services by one or more legal entities that are Identified to clients pursuant to the contracts, agreements. offering materiels or other documentation relevant to such products or services. Brokerage services ere offered through Deutsche Bank Securities Inc.. a registered broker-dealer and investment adviser, which conduct, Investment banking and securities activities in the United States, Deutsche Bank Securities Inc. Is a member of FINRA, NYSE and SIPC. Each of Deutsche Bank AG and its affiliates is a separately Incorporated legal entity, none of which is responsible for the obligations of the others. "Securities and Other Property" marine, but Is not limited to, money, securities, financial Instruments end commodities of entity kind and nature and related contracts and options (whether for present or future delivery), distributions, proceeds, products and accessions of all property owned by the Client or in which the Client hes an interest These terms end conditions shall be construed h accordance with the laws of the State of Now York and the United States, as amended. 019 Dimming the Account, Client agrees to the following terms and conditions: 1. Confirmations, end Transmission of Instructions Client agrees to notify DBSI In writing, within tan (10) days after Penemittal to Client of an account statement, including making the account statement available online, end five 151days after transmittal of a confirmation, of any objection Client has to any transaction in Client's Account(s). In the absence of such written notification, Client agrees that all transactions in Client's Account(s) will be final end binding. Client understands objections must be directed to the Branch SupervIsor In writing, at the address on Clines account statement or confirm. Client understands and accepts responsibility for the transmission of instructions to DBSI end will beer the risk of loss arising from the method of transmission used In the event of transmission errors. misunderstandings. impersonations, transmission by unauthorised persons, forgery or intercepts. Except in the case of gross negligence, Client agrees to release and indemnify DBSI, its affiliates, employees, end directors from any and all liability arising from the execution of transactions based on such Instructions. 2. Cash Account Client agrees that In • cash account (1) Client will not sell any Security before it is paid for; (16 Client will own each security sold at the time of saki; (iii) unless such security is already held In the Account, Client will promptly deliver such security thereto on or before settlement date; (iv) Client will promptly make full cash payment of any amount which may become due In order to meet necessary requests for additional deposits; and N) with respect to any Securities end Other Property sold, Client will satisfy any mark to the market deficiencies. 3. Sales of Securities Client must affect all Short Sales in a margin account end designate these sales as 'short'. All other sales will be designated as 'long' end will be deemed to be owned by Client. In the event that 0B51 enters an order to sell Securities end Other Property that Client represents Client owns, but which are not held in the Account at the time of sale, end Client fails to make delivery by settlement data, 0851 hes the right to purchase or borrow any Securities end Other Property necessary to make the required delivery. Client agrees to compensate DBSI for any loss or cost, 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. Sea the Annual Disclosure Statement, at httrawww.pwrn.db.cornramericaffen/annualdisclosurestaternenthtml for additional information on interest charges. 4. Regulation T Extensions Client authorises DBSI, et its discretion, to request and obtain extension's) of Client's time to make payment for securities Client purchased, as provided for by Federal Reserve Bank Regulation T. S. Liens Client hereby grants to DBSI and its Affiliates a Security Interest In and lien upon all Securities and Other Property In the possession or control of DBSI, any of its Affiliates or Pershing, in which Client has an Interest (held Individually, jointly or otherwise) (collectively all such Securities and Other Property are rederred to herein as "Collateral- ) in order to secure any and all Indebtedness or any other obligation of Client to 0951 and its Affiliates or Pershing (provided that such indebtedness or obligation to Pershing arises In connection with this Agreement) (collectively, all such obligations are referred to herein as the - Obligations"). Clients who are joint accountholders ("Joint Accountholders') acknowledge and agree that pursuant to this hen. the Collateral shall Include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with D851 or Its Affiliates (whether Individually, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to DBSI and Its Affiliates. ()BSI for Pershing, at CAM's instruction) may, at any time end 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, DBSI shell 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 en interest in any Account or assets that would give dee toe prohibited transaction under Section 4976(c)(1eB) of the Internal Revenue Code of 1986, as amended, or Section 406(5)(11(8) of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement accounts) maintained by DBSI, which may Include IRAs or qualified plans, are not subject to this lien end such Securities end Other Property may only be used to satisfy Client's indebtedness or other obligations related to Client's retirement account's). B. Interest Charges and Costs Client agrees to pay interest on el sums borrowed and other balances due and costs incurred by Deutsche Bank in maintaining the mergin account on Client's behalf. DBSI will deduct all interest charges from Client's Account. Interest charges will be reflected on Client's account statement For additional information on interest charges. please refer to the Annual Disclosure Statement at hnpifirnwe.tawm.db.comf Omer iClisien/a nnualdisClOturanstemont.hunl. To obtain the current schedule of rates visit: http://www pwm db.conVamiltiCaffene us_imperteM_inliermation.huni and click on "DBAI3 Call Rate" or contact the Client Advisor. I 3•AWM-0279 006120 031214 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0119644 CONFIDENTIAL SONY GM_00265828 EFTA01459313