EFTA01356916.pdf

relevant laws and regulations in any public statement, advertisement, relevant jurisdiction. term sheet, sales memo, presentation, marketing material or 7.5 Client has proper authority from its offering circular, principal to enter into these Terms of Business (including the granting of the without DB's prior written consent which set-offrights set out at clause 24 (Set-Q8) may be withheld in DB's absolute discretion and the security interest set out at clause (each approved communication, an 25 (Rights over Client Investments)) and "Approved Communication") and that it will to perform the transactions and activities not make any statement, communication or contemplated by these Terms of Business representation (written or oral) that is on the principal's behalf. contrary to or inconsistent with an Approved Communication. 7.6 Client acknowledges that providing details of its principal will not make 8. CAPACITY OF DB AND USE BY DB OF Client's principal a client (as defined in AGENTS AND OTHER THIRD Applicable Law) ofDB. PARTIES 7.7 Unless otherwise agreed in writing 8.1 Unless otherwise agreed or specified, DB between DB and Client, if Client is acting will act as principal when it transacts with on behalf of any principal or principals Client. when transacting business with DB under these Terms, DB will treat Client alone 8.2 DB may instruct agents to effect any (rather than any such principal or transaction with or for Client and in principals) as its client for all purposes in addition may use third party service relation to Applicable Law. Where Client providers to perform certain services on acts as agent for any principal or its behalf. Client acknowledges that DB principals, any undertakings, may disclose confidential information to acknowledgements and consents made or its agents, service providers and other granted by Client in these Terms are third parties provided that DB or its made or granted by Client, and any agents or service providers, procures their undertakings, notices and licences given prior undertaking to comply with or granted to Client in these Terms arc appropriate obligations concerning given or granted to Client, on behalf of confidentiality and data protection. Client's principal(s). 9. NO INVESTMENT ADVICE OR 7.8 Client is responsible for notifying DB PORTFOLIO MANAGEMENT immediately if. at any point in time, any of the undertakings and warranties listed 9.1 Client acknowledges that, in providing in clauses 7.1 or 7.4 cease to be accurate services under these Terms of Business, or if there are any changes to such DB will not, unless otherwise agreed in undertakings and warranties. writing with Client, be acting in a fiduciary capacity or provide any 7.9 Client undertakes that it will not: personal recommendation to Client (or where applicable, its principal or (a) refer to any transaction undertaken principals) in respect ofany transaction in with or by DB or any member of the financial instruments nor provide any DB Group; or investment advice (within the definition (b) use names, brands, logos, service or set out in MiFID) or provide the service trade marks of the DB Group of portfolio management (within the including in any press release, definition set out in MiFID) to Client (or 7123 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0043114 CONFIDENTIAL SDNY_GM_00189298 EFTA01356916