EFTA01390337.pdf

c. In the event of the death of any owner, the survrvor(s) shall immediately give DBSI written notice thereof. DBSI 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 nr otherwise. Any cost resulting f coin the °oath of any owner, or through the exercise by any decedent's estate, survivors (including other Account owners) or representatives of any rights in the Account shall be chargeable against the interest of the survivors) as well as against the interest of the estate of the decade it. The estate of the decedent and each survivor (including other Account owners) shall continue to be jointly and severally liable to DBSI for any obligation of the joint account or net debit balance or loss 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 0851 may come ioto possession pf confidential and materiel non-public ioiormatton. Unapt 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 OBSI. Client understands that under Applicable law, DBSI employees are prohibited from communicating such information to Client and that DBSI shall have no responsibility or liability to Client for failing to disclose such information. 23. Third Party Authorization; No Agency. Client agrees that if Client authorizes third party(ies) (including, without limitation, any investment advisor or money manager) to act on Client's Account, such third party(ies) shall be bound by the Toms and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed to in writing by OBSI, third party(ies) authorized by Client to act for Client, whether or not referred to Client by DBSI, is/are not, and shall not he deemed agents of 0851 and 0651 shall have no responsibility or liability to Client tot ary acts or omissions of such third party, or any officers, employees or agents thereof. 24. No Legal, Tax or Accounting Advice. Client acknowledges and agrees that: (a) neither DBSI, nor Pershing, provide any legal, tax ur accounting advice, (b) neither DBSI nor Pershing omployeee are authorized to give any such advice and (c) Client will not solicit such advice or rely upon such advice given 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 any other matter, Client will consult with and rely upon Client's own advisers, and not DBSI. Client acknowledges that OBSI 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 shalt net be liable for any loss to Client except in tho case of DBSI's gross negligence or willful misconduct. 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 0851's control. DBSI shad not be liable for any damages caused by equipment failure, communications line failure, unauthorized access, theft. Systems failure and other occurrences beyond 0B51's control. 26. Customer Inquiries/Customer Complaints. For general inquiries. Client will contact the Client Advisor or Branch Supervisor assigned to Client's Account(s) for questions or assistance on any matter relating to these Account(s). Client must direct all formal complaints against DBSI 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 10005-2836 or Client may call (212) 250-1085. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI concerning the subject matter of this Account Agreement and there are no oral or other agreements in conflict herewith. The Terms end Cnnditions of this Accouot Agreedent Si1311apply to each and every account and, collectively, any and all funds, money, Securities and Other Property that Client has with DBSI and 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 through DBSI or its affiliates. 28. Right to Terminate or Amend. Client agrees that DBSI has the right to terminate this Account Agreement and close any related accounts or amend me 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 terminotico nr amendment shall be effective as of the date that 0651establishes. 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 DBSI to exercise any right or power hereunder or to Insist at arty time upon strict compliance with any term contained in this Account Agreement, shall operate as a waiver of that right or power or term. 29. Controlling Law. This Account Agreement shall be claimed 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 State of New York and the United States, as amended, without giving effect to the choice of law or conflict-of-laws provisions thereof. 30. Headings. Paragraph headings are for convenience only and shall not affect the meaning or interpretation of any provision of this Account AgreemoM. 31. Assignment Separability, Survivability. This Aocount Agreement shell be binding upon Client's heirs, executors, administrators, personal representatives and permitted assigns. It shall inure to the benefit of DBSI's successors and assigns, or any successor cleating broker, lo 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 upon written nuticc to Client. If any provision dr condition of this Account Agreement shall be hold to be invakd or unenforceable by any court, administrative agency or regulatory or self-regulatory agency or body. such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shell not De affected thereby and this Account Agreement shall be carried out as if any such invalid or unenforceable provision or condition wore not contained heroin. 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•AVV1s4.0195 4 012145.032813 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094812 CONFIDENTIAL SDNY_GM_00240996 EFTA01390337