EFTA01380092.pdf

Important Please sign and return this account agreement (continued) of any owner, it may in its sole discretion: (a) follow any such instructions, (b) require written or verbal authorization to the both, all or any owner before acting on the instructions from any one owner, (c) send the assets of the Account address of the account, or (d) file an interpleader action in an appropriate court to let the court decide the dispute. before or c. In the event of the death of any owner, the survivals) shall immediately give DBSI written notice thereof. DBSI may. after receiving such notice, take such action, require such documents, retain such securities and/or restrict transactions inthe Account as necessary for its protection against any tax, lability, penalty or loss under any present or future laws or otherwise. other Any cost resulting from the death of any owner, or through the exercise by any decedent's estate, survivors (including Account owners) or representativ es of any rights in the Account shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent The estate of the decedent and each survivor (including other Account owners) shall continue to bejointlyand severally liable to DBSI for any obligation of the joint account or net debit balance or loss in said account until such time as OBSI distributes the assets in accordance with Clients' instructions. of DBSI may 22. Non-thsclosure of Confidential and Material Non-public Information. During the course of business, employees are come into possession of confidential and material non-public information. Under Applicable Law, such employees disclosing or using such information for their personal benefit or for the benefit of any other prohibited from improperly DBSI person, regardless of whether such other person is a Client of DBSI. Client understands that under Applicable Law, or employees are prohibited from communicat ing such information to Client and that DBSI shall have no responsibility liability to Client for failing to disclose such information. limitation. 23. Third Party Authorization; No Agency. Client agrees that if Client authorizes third party(ies) (Including, without the Terms any investment advisor or money manager) to act on Client's Account, such third party(ies) shall be bound by by DBSI, and Conditions of this Account Agreement Client further agrees that unless otherwise agreed to in writing shall not be to Client by 0851, is/are not, and third party(ies) authorized by Client to act for Client, whether or not referred of such third deemed agents of DBSI and DBSI shall have no responsibility or liability to Client for any acts or omissions party, or any officers, employees or agents thereof. provide any 24. No Legal Tax or Accounting Advice. Client acknowledges and agrees that: (a) neither DBSI, nor Pershing, legal, tax or accounting advice, (b) neither DBSI nor Pershing employees are authorized to give any such advice and solicit such advice or rely upon such advice given in error, whether or not in connection with (c) Client will not to transactions in or for any of Client's Account(s). In making legal, tax or accounting decisions with respect transactions or any other matter, Client will consult with and rely upon Client's own advisers, and not in or for Client's Account(s) OBSI. Client acknowledges that DBSI shall have no liability therefore. Client and OBSI or 25. Limitation of Liability. Client agrees that unless otherwise provided in any other agreement between gross negligence or under Applicable Law, DBSI shall not be liable for any loss to Client except in the case of DBSI's willful misconduct. DBSI shall not be liable for loss caused directly or indirectly by government restrictions, exchange or conditions beyond DBSI's market rulings, suspension of trading, war, strikes. act or foreign or domestic terrorism or other control. OBSI shall not be liable for any damages caused by equipment failure, communicat ions line failure, unauthorized access, theft, systems failure and other occurrences beyond DBSI's control. or Branch 26. Customer Inquiries/Customer Complaints. For general inquiries, Client will contact the Investment Specialist Client Supervisor assigned to Client's Account(s) for questions or assistance on any matter relating to these Account(s). must direct all formal complaints against DBSI or any of Its employees to Deutsche Bank Securities Inc. Attn Head of Wealth Management Compliance, 60 Wall Street 38th Floor, New York NY 10005. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI concerning The Terms the subject matter of this Account Agreement and there are no oral or other agreements in conflict herewith. funds, and Conditions of this Account Agreement shall apply to each and every account and, collectively, any and all money, Securities and Other Property that Client has with 0851and supersedes any prior Account Agreement Client with may have signed with 0851. Client acknowledges that Client may be required to enter into separate agreements respect to products or services offered by or through DBSI or its affiliates. 28. Right to Terminate or Amend. Client agrees that DBSI has the right to terminate this Account Agreement and close any related accounts or amend the Terms and Conditions of this Account Agreement at any time and for any reason by sending written notice of such termination or amendment to Client. Any such termination or amendment shall he effective as of the date that OBSI 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 any time upon strict compliance with any term contained in this Account Agreement shall operate as a waiver of that right or power or term. shall be 29. Controlling Law. This Account Agreement shall be deemed to have been made in the State of New York and and the construed, and the rights of the parties determined, in accordance with the laws of the State of New York United States, as amended without giving effect to the choice of law or conflict -of-laws provisions th ereof, 30. Headings. Paragraph headings are for convenience only and shall not affect the meaning or interpretation of any provision of this Account Agreement. , personal 31. Assignment and Separability. This Account Agreement shall be binding upon Client's heirs, executors, administrators representatives and permitted assigns. It shall inure to the benefit of OBSI's successors and assigns, or any successor clearing broker, to whom DBSI may transfer Client's Account(s). OBSI 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 notice to Client If any provision or condition of this Account Agreement shall be held to be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory ova icy or 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 contained herein. 32. Survivability. The provisions of this Account Agreement governing limitation of liability (Section 1125), controlling law (Section 11.29), and arbitration (Section III) will survive the termination of this Account Agreement. Page 6 of 36 WM189778 015664.080218 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0078232 CONFIDENTIAL SDNY GM_00224416 EFTA01380092