EFTA01390371.pdf

c. In the event of the death of any owner, the survivors) shall immediately give DB51 written notice thereof. ()BSI • may, before or after receiving such notice, take such action, require such documents, retain such securities and/ or restrict transactions in the Account as necessary for its protection against any tax, liability, penalty or loss under any present or future laws or otherwise. Any cost resulting from the death of any owner, or through the exercise by any decedent's estato, survivors (including other Account owners) or representatives bf 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 be jointly and severally liable to OBSI for any obligation of the joint account or net donit balance or less in said account until such time as DBSI distributes the assets in accordance with Clients' instructions. 22. Non-disclosure of Confidential and Material, Non-public Information. During the course of business, employees of 0651 may come into possession of confidential and material non-public information. Under Applicable Law, such employees are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a Client of DBSI. Client understands that under Applicable Law, ()BSI employees are prohibited from communicating such information to Client and that DBSI shall have no responsibility or liability tb Client for falling to disclose such intomuition. 23. Third Party Authorization; No Agency. Client agrees that it Client authorizes third partylies) (including, without limitation, any divestment advisor or money manager) to act on Client's Account, such third pany(ies) shall be bound by the Terms and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed to in writing by DBSI, third party(ies) authorized by Client to act tor Client, whether or not referred to Client by DBSI, is/are not, and shall net oe deemed agents of DBSI and DBSI shall have no responsibility or liability to Client for any acts or omissions of'such third party, or any offiders, employees °regents thereof. 24. No Legal, Tax or Accounting Advice. Client acknowledges and agrees that: (a) neither DBSI, nor Pershing, provide any legal, tax or accounting advice, (b) neither 0651 nor Pershing employees are authorized to give any such advice and (c) Client will not solicit such advice or rely upnn such advice giveh in error, whether or not in connection with transactions in or for any of Client's Account(s). In making legal, tax or accounting decisions with respect to transactions in or for Client's Account(s) or aey other matter. Client will eoneult with ehd rely upon Client's own advisers, and not D651. Client acknowledges that DBSI shall have no liability therefore. 25. Limitation of Liability. Client agrees that, unless otherwise provided in any other agreement between Client and DBSI or under Applicable Law, DBSI shall nbt be liable for any loss to Client except in the case of DBSI's gross negligence or willful miseonduct. DBSI shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes, act of foreign or domestic terrorism or other conditions beyond DBS1's control. DB51 shall not be liable for any damages caused by equipment failure, communications line failure, unauthorized access, theft, systems failure and other occurrences beyond DB51's oontrol. 26. Customer Inquiries/Cu stomerComplaints. For general inquiries, Client will contact the Client Advisor or Branch Supervisor assigned to Client's Account(s) for questions or assistaoce on any matter relating to these Aocount(s). Client must direct all formal complaints against DB51 or any of its employees to Deutsche Bank Securities Inc., Compliance Department - Client Inquiries, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330, New York. NY 10006-2836 or Client may oall (212) 250-1085. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DB51 concerning the subject matter of this Account Agreement and there are no oral or other agreements in conflict herewith. The Terms and Conditions of this Account Agreement shall apply to each and every account and, colleciively, any and all funds, money. Securities and Other Proomty that Client has with DBSI arid supersedes any prior Account Agreement Client may have signed with DBSI. Client acknowledges that Client may be required to enter into separate agreements with respect to products or services offered by or throogn Pest or irs affiliates. 28. Right to Terminate or Amend. Client agrees that DBS1 has the right to terminirte tie Accnunt Agreement and dote 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 tenninatioh or amendment shell be effective as of the date that past 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 0651 to exercise any right or power hereunder or to insist at any time upon strict compliance with any term contained in this Account Agreement, shad operate as a waiver of that right or power or term. 29. Controlling Law. This Account Agreement shall be deemed to have been made in the State of New York and shall be construed, and the rights of the parties determined, in accordance with the laws of the Siete ni New York and the United States, as amended, without giving effect to the choice of law or conflict-of-laws provisioni thereof. 30. Headings. Paragraph headings are for convenience only and shall not affect the meaning or interpretation of any provision of this Account Agreement. 31. Assignment, Separability, Survivability. This Account Agreement shall be binding upon Credits heirs, executors, administrators, personal 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). DBSI 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 open written notice to Client. If any provision or condition of this Account Agreement shall be held to be invalid or unonforoeatile by any coon, administrative agency or regulatory or,self-regulatory agency or body, such invalidity or iinenforceability 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 unentorceablo provision or condition were not contained herein. 32. The provisions of this Account Agreement governing arbitration (Section III), controlling law (Section 11.29) and limitation of liability (Section 11.25) will survive the termination of this Account Agreement. 13-AWM.0196 4 012146.032813 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094857 CONFIDENTIAL SDNY_GM_00241041 EFTA01390371