EFTA01356923.pdf

29.2 Subject to clause 29.1 DB will not be without the prior written consent of the liable in contract, tort (including other Parties. negligence) or otherwise for any loss of revenue, profits, business or goodwill, or 31.2 Provided it gives notice in writing to for any indirect or consequential loss, Client, DB may (without obtaining which arises out of or in connection with Client's prior written consent) assign, services provided under these Terms of pledge or otherwise encumber its rights Business even if DB has been advised of under these Terms of Business to: (i) any the possibility of such losses. DB Entity; and/or (ii) a successor pursuant to a merger, consolidation or 29.3 Without prejudice to any liability or sale of all or substantially all of DB's obligation arising under Applicable Law, stock or assets, or all or a substantial no DB Entity or their officers, employees, portion of the business to which these servants, agents or representatives will be Terms of Business relates. liable for any loss, liability or expense suffered or incurred by Client arising 32. TERMINATION directly or indirectly out of or in 32.1 The arrangements set out in these Terms connection with its or their investment of Business may be terminated by either business with or for Client unless such Client or DB serving written notice on the loss, liability or expense arises from its or other, such notice taking effect their respective negligence, wilful default immediately unless otherwise specified or fraud. in the notice. 30. FORCE MAJEURE 32.2 The arrangements set out in these Terms 30.1 Neither the Client nor any principal nor of Business may be terminated DB will be liable to any party (whether immediately and without notice by DB if: under these Terms of Business, or (a) Client (or, where appropriate, its otherwise) for any partial performance or principal or principals) is subject to non-perfomtance of their obligations an Insolvency Event; or under these Terms of Business arising wholly or partly as a result of an event or (b) Client (or, where appropriate, its state of affairs which was beyond its principal or principals) is, in the power to prevent and the effect of which opinion ofDB, in material breach of was beyond its power to avoid, including: (i) its obligations under these Terms of Business (including material (a) failure of transmission or breach of any undertaking or communication facilities; warranty), (ii) its obligations under (b) absence of a functioning market as any other agreement between Client determined by DB in its sole (or, where appropriate, its principal discretion; and or principals) and DB, or (iii) the rules and regulations of any (c) error or default of Client or any regulatory authority or Applicable Exchange, market or Cleating Law. System. 32.3 Termination of these Terms of Business 31. ASSIGNMENT will be without prejudice to the completion of any transactions already 31.1 Subject to clause 31.2 no Party may initiated at the effective time of assign, pledge or otherwise encumber its termination. rights under these Terms of Business 18123 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0043125 CONFIDENTIAL SDNY_GM_00189309 EFTA01356923