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SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS O]
<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, anti
<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 Agreemen
<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 effectiv
<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
<br />Service due'to a change in laws or rules, this Agreement or a specific Service may be terminated immediately upon written notice by Ban:
<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 goo
<br />faith opinion of Bank the Customer is involved in' illegal or unethical business practices or is financially unstable and/or the prospect c
<br />payment or performance has been impaired, then in addition to any other available remedies, Bank may terminate this Agreement or an
<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 th
<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 ~
<br />such other location as Bank may hereafter provide to Customer in writing; (ii) to Customer when mailed, postage prepaid, or delivered t
<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 c
<br />. famishing 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 supersede
<br />any previous discussions, proposals, or agreement, whether oral or written. In the event of any conflict between a provision set forth in thi
<br />Agreement and a provision contained in an Attachment, the latter provision shall prevail. This Agreement shall not supersede or gover
<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 th
<br />remaining provisions or the validity of such provision in any other circumstance. This Agreement shall be governed, as to bot
<br />interpretation and performance by the laws of the State in which Bank's main office is located, without regard, to its conflict of lave
<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, relate
<br />to this Agreement, any Attachment or Services, or any products or investments provided to Customer shall be decided by arbitration he]
<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; (i
<br />The parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) Pre-arbitration discovery is generall
<br />more limited than and different from that in court proceedings; (iv) The arbitrators' award is not required to include factual findings <
<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 ~
<br />arbitrators may include arbitrators who ,were or are affiliated with the banking or. securities industr
<br />Any arbitration shall be conducted under the Rules of the American Arbitration Association ("AAA"), except that arbitration of dispueE
<br />involving aBroker-Dealer affiliate of the Bank may be conducted under the Rules of the National Association of Securities Deale
<br />("NASD") or an );xchange or self-regulatory organization of which the Broker is a member. In matters involving the Broker as a party, tl
<br />Customer may elect in the first instance whether arbitration shall be by the AAA, NASD, an Exchange or other self-regulatory organizatic
<br />of which the Broker is a membei, but if the Customer fails to make such election, by registered letter to the Broker at the Broker's ma'
<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 mal
<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 ~
<br />the day and year first above written. Customer hereby acknowledges receipt of copies of this Agreement and any applicable Attachments ar
<br />consents to the terms and conditions contained therein. Customer further acknowledges and consents to the pre-dispute arbitration clan:
<br />'contained in the paragraph 5(e) above.
<br />CUSTOMER BANK -
<br />Signed• Signed•
<br />gy; By:
<br />Title• Title•
<br />xP., ~/nn F0003560027
<br />
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