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<br /> SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF
<br /> PROFITS,EVEN IF THE BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br /> 4. Term.
<br /> a) This Agreement shall remain in full force and effect on the same terms and conditions as expressed herein, or as may be amended,until
<br /> such time as it is terminated by either party as provided herein. Subject to section 4(b)and 4(c),either party may terminate this Agreement
<br /> or any Service by giving thirty(30)days prior written notice to the other party. The liabilities of the parties shall cease on the effective
<br /> date of termination,except as to events that shall have previously occurred.
<br /> b) All Services are provided subject to applicable laws and rules. In the event Bank reasonably determines it is no longer able to provide a
<br /> Service due to a change in laws or rules,this Agreement or a specific Service may be terminated immediately upon written notice by Bank
<br /> to Customer.
<br /> c) In the event of Customer's failure to perform or observe any of the conditions,covenants,and restrictions herein set forth,or if in the good
<br /> faith opinion of Bank the Customer is involved in illegal or unethical business practices or is financially unstable and/or the prospect of
<br /> payment or performance has been impaired,then in addition to any other available remedies,Bank may terminate this Agreement or any
<br /> Service immediately by giving written notice to Customer.
<br /> 5. Miscellaneous.
<br /> Bank may amend this Agreement and any Attachment, including any provision as to fees, by giving Customer prior written notice of the
<br /> amendment,but this Agreement may not otherwise be amended or assigned except in writing signed by both parties.
<br /> a) Any notice under this Agreement shall be deemed given: (i)to Bank when such notice is received at its Corporate Services Division or at
<br /> such other location as Bank may hereafter provide to Customer in writing;(ii)to Customer when mailed,postage prepaid,or delivered to
<br /> Customer's current address,as shown on Bank's records.
<br /> b) All information,whether printed,written or oral, furnished by either party shall be held in confidence and used only for the purpose of
<br /> furnishing or utilizing Services rendered herewith and in compliance with the CBSA.
<br /> c) This Agreement,together with the CBSA and any applicable Attachments contain the entire understanding of the parties and supersedes
<br /> any previous discussions,proposals,or agreement,whether oral or written. In the event of any conflict between a provision set forth in this
<br /> Agreement and a provision contained in an Attachment,the latter provision shall prevail. This Agreement shall not supersede or govern
<br /> any other banking or lending relationship between the parties.
<br /> d) The invalidity of any provision of this Agreement,either in its entirety or in any particular circumstance,shall not impair the validity of the
<br /> remaining provisions or the validity of such provision in any other circumstance. This Agreement shall be governed, as to both
<br /> interpretation and performance by the laws of the State in which Bank's main.office is located, without regard to its conflict of laws
<br /> provisions.
<br /> e) Either party has the option of requiring that all disputes that may arise between the Customer and Bank,or any affiliate of the Bank,related
<br /> to this Agreement, any Attachment or Services,or any products or investments provided to Customer shall be decided by arbitration held
<br /> in the city where the Bank's main office is located. The parties are also advised that:(i)Arbitration is final and binding on the parties;(ii)
<br /> The parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii)Pre-arbitration discovery is generally
<br /> more limited than and different from that in court proceedings; (iv)The arbitrators' award is not required to include factual findings or
<br /> legal reasoning and any party's right to appeal or seek modification of rulings by the arbitrator is strictly limited; and (v) The panel of
<br /> arbitrators may include arbitrators who were or are affiliated with the banking or securities industry.
<br /> Any arbitration shall be conducted under the Rules of the American Arbitration Association{"AAA"), except that arbitration of disputes
<br /> involving a Broker-Dealer affiliate of the Bank may be conducted under the Rules of the National Association of Securities Dealers
<br /> ("NASD")or an Exchange or self-regulatory organization of which the Broker is a member. In matters involving the Broker as a party,the
<br /> Customer may elect in the first instance whether arbitration shall be by the AAA,NASD,an Exchange or other self-regulatory organization
<br /> of which the Broker is a member,but if the Customer fails to make such election,by registered letter to the Broker at the Broker's main
<br /> office,before the expiration of ten days after receipt of a written request from the Broker to make such election,then the Broker may make
<br /> such election.
<br /> IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly authorized officers and to be effective as of
<br /> the day and year first above written. Customer hereby acknowledges receipt of copies of this Agreement and any applicable Attachments and
<br /> consents to the terms and conditions contained therein. Customer further acknowledges and consents to the pre-dispute arbitration clause
<br /> contained in the paragraph 5(e)above.
<br /> CUSTOMER BANK
<br /> Signed: Signed:
<br /> By: By:
<br /> Title: Title:
<br /> Rev.3199 F0003560027
<br />
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