EFTA01390426.pdf

Terms and Conditions Corporate Accounts Deutsche Bank Securities Inc. (referred to herein as -GeV) accepts the Account of the client described in the enacted certificate Ithe "Client"). The term D851 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 Bank Securities Inc. is a subsidiary of Deutsche Bank AG. As used herein, the corm 'affiliate of Deutsche Bank" or "Deutsche Bank affiliates* means Deutsche Bank AG aid its subsidiaries and affiliates. Each or Oeuteche Bank AG and its affiliates is a sewn* incorporated legal entity, none of which is responsible for the obligations of the others. -Securities and Other Property" shall include, but shall not be limited to, money and securities, financial instruments, commodities of every kind and nature, and all contracts and options relating to any thereof, owned by the Client or in which the Gehl has an interest. These tams and conditions stele be construed in accordance with the laws of the State of New York end the United States, as amended. By opening the Account, Client agrees to the following terms and conditions: 1. Confirmations, and Transmission of Instructions Client agrees to notify DBSI in writing, within ten 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 tint all transactions for its Accoom will be final aid binding on it Client understands that it is responsible for transmission of instructions to D851 and that Client bears the risk of loss arising from the method of transmission that Client uses in the event of transmission mom, misunderstandings, impersonations, transmission by unauthorized persons or forgery. Client agrees to release and indemnify DBSI horn 'any and all liabity arising from the execution of transactions based on such instructions except if DBSI'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 thereto' ate already held in the Account; hi) Client does not contemplate selling any security before it is paid for as provided in the preceding clause; (iii) Client will own each security sold at the time of sale and, unless such security is already held in the account, wilt promptly deliver such security thereto on or before settlement date; and (iv) Client will promptly make full cash payment of any amount that moy become due 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 Sentiments Client 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 " Client also agrees diet DBSI may. at its theereuon, immedletey'cover any short sales in the Account. without pride mitres Incase of non- delivery of a security, 0651 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 DBSI fails to receive payment for securities Client has purchased. DBSI may. without prior demand or notice. see those witness or other property held by 0851 in the Account and any loss resulting therefrom will be charged to the Account Client authorizes DB51. at its discretion, to request and obtain extension(s) of Client's time to make payment for securities Chant purchased, as provided for by Federal Reserve Bank Regulation T. 4. Liens Client hereby grants to DB51 end its Affiliates a security interest in and lion upon all Securities and Other Property in the possession or contrd of DBSI, any of its Affiliates or Pershing, in which Client has an interest (held individual's, jointly or otherwise' (collectively all such Securities and Other Property are referred to heroin 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 relented to herein os the "Obligations"). theme who are joint aocourdeldors rJoint Accountholderslacknowledge and agree that pursuant to this lien, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with DBSI or its Affiliates (whether individually, jointly or otherwise, and shall secure any and all Obligations of each Joint Accountholder to 0051 and its Affiliates. DB51 (or Pershing. at 0851's instruction) may. at any time and without prior notice, sell. transfer, release, exchange, settle er °nocturne dispose of or deal with any or all seen Collateral in order to satisfy any Obligations. In enforcing this hen, D8S1she° 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 want an interest in any Account or assets that would give rise to a prohibited transdodon under Section 4975(c) OHM of the Internal Revenue Code of 1986. as amended, or Section 406016)(8) of the Employee Fletimment Income Security Act of 1074. as amended. Securities arid Other Property held in Client's retirement occount(sl maintained by 0051, which may include IRAs or qualified plans, ere not subject to this lien and such Securities end Other Property may only be used to satisfy Client's indebtedness or other obligations related to Client's retirement occountISI. S. Authority to Borrow In case of the sale of any security er other property by DOSIot Cliem's direction and 0851's inability to timely deliver the same to the purchaser by reason of Client's failure to supply DB51 therewith, Client authorizes D651 to purchase or borrow any security or other property necessary to make the required &Wary. and Client agrees to be responsible for any loss or cost. including interest, which ()BSI sustains as a result of Client's failure to make delivery to DBSI. 6. Interest Charges Client acknowledges that debit balances in the Account, including, but not limited to, those arising from its failure to make payment by settlement date for securities purchased, will be charged interest at the then current rate, in acoerdence with DBSI's ucual custom. Interest will be competed 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 positions. 7. Credit InformatiOn and InvesdgatIon Client authorizes DE151 to obtain reports concerning its credit standing and business conduct at DBSI's discretion. Client also authorizes 0651 and any affiliate of Deutsche Bank, ineludiee. without limitation, Deutsche Bank AG. to sham among such affiliates such inflate-nation and any other confidential information DBSI and such affiliates may have about Client and the Account. 09-PWM-0186 Corp Acct terth & TIC (02/12) CORP 006420-022212 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094931 CONFIDENTIAL SDNY_GM_00241115 EFTA01390426