EFTA01390424.pdf

Terms and Conditions Corporate Accounts Deutsche Bank Securities Inc. (referred to herein as "ossin accepts the Account of the client described in the attached certificate (the 'Client") The term DBSI includes its affiliates, officers, directors, agents end employees. Client understands that Pershing LLC is the carrier of the Account as clearing broker pursuant to a clearing agreement with 0051. Deutsche Bank Seasities Inc. is a subsidiary of Deutsche Bank AG. As used herein, the term "affiliate of Deutsche Bank" or 'Deutsche Bank affiliates" means Doetsche Bank AG and its oubsidiaries and affiliates. Each of Deutsche Bank AG end its affiliates is a *openly incorporated legal entity, none of which is responsible for the obligations of the others. "SticuritieS and Other Property" shell 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 Client has an interest These terms and conditions snail be construed in acoerdence with the laws of the State of New York and the United States, as amended. ay opening the Account, Client agrees to the following terms and conditions: I. Confirmations, and Transmission of Instructions Client agrees to notify 0851 in writing, within ten (10) days of sending Client a confirmation, of any objection Client has to any transaction in its Account. In the abseilse of such written notification, Client egress that all transactions for its Antrum win be final sno binding on It. ChM understands that it is responsible for transmission of inStoteti0rts to OBSI and that Client bears the risk of lose arising from the method of transmission that Client uses in the event of transmission errors, misunderstandings, impresonations, transmission by unauthorized persons or forgery. Client agrees to release and indemnify ()BSI from any and all liability 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: fil Client will make full cash payment on or before settlement date for each security purchased unless funds sufficient therefor ere already held in the Account; (ii) 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 hold in the account will promptly deliver such security thereto on or before settlement date; and (iv) Client will promptly make full cash payment of any amcurit that may 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 Settlements Client agrees that, in giving orders to set, all -short" sales WI be designated by it as "short" and all other sales will be designated by DB51 as long " Client also agrees that OBSI Mew, at its dissretion, immediately cover any short pries in the Accourit, without prior notko. In case of non- dellverY of a security, DBSI is authorized to purchase the security to cover Client's position and charge any ban. Commissions and fees to the Account. Client agrees that if DBSI fails to receive payment for securities Cfium has purchased, DBSI may, without prior demand or notice, sell those Sec:untied or ether proderly hold by DBSI in the Account and eny less resulting therefrom will be charged to the Account. Client authorizes DBS1, at its dscretion, 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. 4. U0et Client hereby grants to DBSI and its Affiliates a security interest in end lien upon all Securities and Other Property in the possession or control of 0851. any of its Affiliates er Pershing, in which Chant hos an interest !held individually, jointly or othervrisel (Collie:tie* all euch Securities ane Other Property are referred to herein as 'Collateral in order to secure any and all indebtedness or any other obligation of Client to DBSI 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 es the "Obligations"). Client who ere joint accountholders (-Joint Accountholders") acknowledge and agree mut 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 D8S1 or its Affiliates (whether individually, jointly or otherwise) end shall secure any and all Obligations of each Joint Accountholder to OBSI and its Affiliates. DEISI (or Pershing, at DBSI's instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or ell suoh Collateral in order to satisfy any Obligations. In enforcing this lien. DBSI shall have the etteretion to determine which Securities and Other Property to apply for the purPtheS of the foregoing. Notwithstanding the foregoing. nothing herein shall be deemed to grant an interest in any Account or assets that tatted give rise to a prohibitcd transaction under Section 4975(c) (1)(8) of the Internal ileVesUe Cede of 1986 es amended, or Section 406felfil(8) of the Employee Retirement Income Sorority Mt of 1974, ns amended. Securities and Other Property held in Client's retirement accountls) maintained by DBSI, which may include IRAs or qualified plans, are not subject tb this lien and such Securities end Other Property may only be used to satisfy Client's Indebtedness or other obigations related to Client's retirement aceountls). 6. Authority to Bestow In case of the sale of any security or other property by DBSI et Client's direction end DBSI's inability to timely deliver the same to the purchaser by reason of Client's failure to supply DBSI therewith, Client authorizes DBSI to purchase or borrow any security or other property necessary to make the required delivery, and Client agrees to be responsible for any loss or cost, including interest which DBSI sustains as a result of Client's failure to make delivery to DEISI. 6. Interest Charges Client acknowledges that debit balances in the Account including, but not limited toi those arising from its failure to make payment by settlement date for securities purchased, will be charged interest at the then current rate in aCeordanee with DBSI's usual Custom. Interest will be computed on the net dairy debit balance, which is computed by combining all debit balances and credit balances in each account with the exception of credit balances est-odated with short security positions. 7. Credit Information and Investigation Clint authorizes D851 to obtain reports concerning its credit standing and Maness conduct at DEffils discretion. Cheat also authorizes DBSI and any affiliated Deutsche Bank. ineludirtg, without limitation. Deutache Bank AG, to share among such affiliates such infurmatinn and any other confidential information DBSI and such affiliates may have about Client and the Account 09-PWM-01136 Corp Aoct Audi & T&C (02/12) CORP 006420-022212 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0094929 CONFIDENTIAL SDNY_GM_00241113 EFTA01390424