EFTA01375205.pdf

0,i as a result of your niiianoe upon any instructions, notices and 75. ANY DISPUTE ARISING OUT OF, RELATING TO OR IN CONNECTION ocmounisa dens that you befeve to be of an indwidual authorized to act on WITH OUR ACCOUNT. ANY TRANSACTION BETWEEN US OR THIS our behalf; (iv) as a tissue of any delay in the performance or non-performance of AGREEMENT SHALL BE DETERMINED BY ARBITRATION. WE AND YOU any of your obfgations hereunder directly or Idirecty caused by t he AGREE TO ABIDE BY THE FOUSWING: (i) ARBITRATION IS FINAL AND occurrence of any contivency beyond your conkot inctudng, but not BINDING, (ii) THE PARTIES ARE WAIVNG THEIR RIGHT TO SEEK united to, the unscheduled closure of an exchange, delays in the REMEDIES IN COURT, INCLUDV4G THE RIGHT TO A JURY TRIAL; (I) PRE. mansrnissbn or communication of orders due to Systems Failures or laikaes or ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND transmissiccts or communication Isolates. execution and/or trading systems, DIFFERENT FRCIA COURT PROCEEDINGS; (iv) THE ARBITRATORS' mcisting Automated Systems a other systems, government restrictions, market AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL movements, suspensions of trading, wars or stakes. It being understood that REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION CF RULINGS BY THE ARBITRATORS S STRICTLYUMITED; AND you shall be excused from performance of its obligations hereunder for such period of time as is reasonably wintery after such occurrence to remedy the (v) THE PANEL CF ARBITRATORS WILL TYPICALLY INCLUDE A MANORFTY CF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE effects therefrom; (v) as a result of any action taken by you or on your behalf, or SECURITIES INDUSTRY. your faille to ad, II such action or insCion s neiwicary to comply with any rule or with applicable law, (v) as a result of your selection, use, monitoring or ANY ARBITRATION SHALL BE CONDUCTED II NEW YORK AND ONLY operation of any Automated System, your failure to inform us of any System Failure BEFORE A SELF -REGUL ATORY ORGANIZATION (SRO) CF WHICH YOU or in taking action to prevent or correct any such System Failure, or your failure to ARE A NEMER. WE HAVE THE RIGHT TO ELECT THE SRO. BUT IF WE FAIL inform us of (a) any decision to a not use or cease ale any Automated System. TO MAKE SUCH ELECTION BY CERTFIED LETTER ADDRESSED TO YOU AT (b) the tharacterisfics, functions, design or purpose of any Automated System. a (c) YOUR WON OFFICE BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT any specific risks inherent Many Automated System or (v4 for any acts or OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN YOU omissions of those neither employed nor supervised by you. You Pm' not be MAY MAKE SUCH ELECTION NOTHING IN THIS AGREEMENT SHALL BE responsible lot any loss. liability, damage. cost or expense except to the extent CONSTRUED AS CONSENT BY YOU TO AN AWARD OF PUNITIVE DAMAGES that such loss, Work damage. cost or expense arises from your gross THE AWARD CF THE ARBITRATORS, OR THE WUCRRY OF THEM, SHALL BE negligence or willful misconduct. FINAL AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL HAVING JURISDICTION. 13. Whenever any kw or regulation is adopted which affects or is inconsistent with any provision hereof, such provision shad be deemed modified or superseded. as NO PERSON SHALL BRING A PUTATIVE OR CERTFIED CLASS ACTION TO the case may be, by such kw or regulaucn. and such provisions as so modified or ARBITRATION, NOR SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION superseded and al other provisions hereof that in all respects continue in full AGREEMENT AGAINST ANY PERSON WHO HAS INMATE) IN COURT A boa and effect Mother agreemen's existing between us or hereafter made PUTATIVE CLASS ACTION, WHO IS A MEMBER OF A PUTATIVE CUSS which, by thek provisions, apply to any of cur transxtions and accounts) with you. WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY shall be applkable to any of our options transactions and accounts) where they are CLAIMS ENC CMPASSED BY THE PUTATIVE CUSS ACTION UNTIL: (i) THE not in contki with this Agreement Should sten a conflict exist it shall bur resolved CLASS CERTIFICATION IS DENIED (I) THE CLASS IS DECERTIFED; OR IN In favor of this Agreement. Otherwise. the provisions of each agreement shat be THE CUSTOMERIS EXCLUDEDFROM THE CLASSBY THE COURT. applicable. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE 14. This Agreement and its enforcement shall be governed by the laws of the SHALLNOTCONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS Slate of New York. without respect to coasts of laws PnraPies. and its Provisions AGREEMENT EXCEPT TO THE EXTENT STATED HEREN. shall be continuous; shall cover al options rensectonS hereunder, and all accounts which we may open with you, shall Inure to your benefit and the benefit NOTICE: THIS AGREEMENT CONTAINS A PREDISPUTE ARSITRATICM of your successors and assigns, and shall be binding upon us and our successors CLAUSE IN PARAGRAPH 15. and assigns, but no assignment shalt release us ham any of our obligations hereunder. The exclusive venue for commencing litigation relating to this Agreement shall be New York. New Yak. Written notice of revocation of this Agreement shall not FOR PURPOSES HEREOF, 'YOU" AND 'YOUR" INCLUDES DEUTSCHE BANK release either of us from any obligations hereunder arising prior to the actual receipt SECURITIES INC. (0851) AND ANY AFFILIATES, INCLUDING DEUTSCHE BANK of such notice by Vie other. AG, LONDON BRANCH AND NEW YORK BRANCH, THAT ASSIST DBSI IN FULFILLING ITS OBLIGATIONS AND RESPONSIBILITIES HEREUNDER. AGREED AND ACCE Client N _slew ii Otaite4 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DS-SONY-0070454 CONFIDENTIAL SONY GM 00216838 EFTA01375205