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Exhibit 7
MARGIN ACCOUNT AGREEMENT
AND LOAN CONSENT
TO: XXXXXXXX XXXXXXXX & CO.
INCORPORATED
RE: ACCOUNT OF
The undersigned desires to arrange with you for the maintenance of one or
more accounts now or hereafter opened and to have you act as brokers for the
undersigned in the purchase and/or sale of securities, and/or other property,
(all of which are hereinafter collectively referred to as "property"). As the
undersigned may not wish to pay in full for the property which you may purchase
for (or sell to) the undersigned, or to deliver immediately certificates or
other applicable evidence of ownership of the property which you may sell for
(or purchase from) the undersigned, the undersigned requests credit in making
payments for purchases, and in the delivery of property which the undersigned
orders sold; and to that end, the undersigned desires to maintain a credit
account or accounts with you.
In consideration of your undertaking these proposed transactions and
maintaining the account or accounts in which they will be recorded, whether
designated by name, number or otherwise, the undersigned agrees as follows:
1. All transactions under this agreement shall be subject to the
constitution, rules, regulations, customs and usages of the exchange or market,
and its clearing corporation, if any, where the transactions are executed by
you or your agents, and, where applicable, to the provisions of the Securities
Exchange Act of 1934, Executive Orders and Proclamations of the President of
the United States, the Rules and Regulations of the U.S. Securities and
Exchange Commission, the Board of Governors of the Federal Reserve System and
the Secretary of the Treasury, and the Code of Fair Practice of the National
Association of Securities Dealers, Inc., and any present and future acts,
orders, proclamations, rules or regulations amendatory of any of the foregoing
and/or supplemental thereto, and also to any other statutes, laws, orders, and
rules and regulations affecting or relating to the rights and privileges of the
undersigned to engage in transactions in property.
2. All monies or property which you may at any time be carrying for the
undersigned or which may at any time be in your possession for any purpose,
including safekeeping, shall be subject to a general lien for the discharge of
all obligations of the undersigned to you, including any contingent liability
to you by reason of any guarantee by the undersigned of the accounts of others,
irrespective of whether or not you have made advances in connection with such
property, and irrespective of the number of accounts the undersigned may have
with you.
3. All property, now or hereafter held by you (including property held in
safekeeping), or carried by you for the undersigned (either individually or
jointly with others), or deposited to
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secure the same, may from time to time and without notice to the undersigned,
be commingled with property of other customers and may be carried in your
general loans and may be pledged, repledged, hypothecated or re-hypothecated,
separately or in common with other property, for the sum due to you thereon or
for a greater sum and without retaining in your possession and control for
delivery a like amount of similar or identical property.
4. Debit balances of the accounts of the undersigned shall be charged with
interest, in accordance with the enclosed statement entitled CREDIT CHARGES AND
MARGIN REQUIREMENTS.
5. The undersigned will at all times maintain margins for said accounts,
as required by you from time to time, and will at all times promptly meet all
margin calls.
6. The undersigned undertakes at any time or from time to time upon your
demand, to discharge obligations of the undersigned to you, or, in the event of
a closing of any account of the undersigned in whole or in part, to pay you the
deficiency, if any, and no oral agreement or instructions to the contrary shall
be recognized or enforceable.
7. The undersigned hereby consents that whenever in your judgement the
undersigned fails to comply with the provisions of paragraphs numbered 5 or 6
or whenever you or your pledges, in the exercise of your or their judgment, (or
to comply with the provisions of paragraph numbered one (1) hereof) deem it
necessary for your or their protection, you or they may place market orders or
stop loss orders to sell any or all property (including property held in
safekeeping) which you or they may be carrying or holding for the undersigned
(either individually or jointly with others), to buy in any or all property of
which the account or accounts of the undersigned may be short or which the
undersigned may have sold, to cancel any outstanding orders, in whole or in
part, to cancel in whole or in part any commitments made in behalf of the
undersigned, or to apply to the appropriate committee of any national
securities exchange or association for an extension of the time within which
payment or delivery is due; and you or your pledgees may make any such sales,
purchases or cancellations to any extent you or they may deem necessary in your
judgement, and such sales, purchases or cancellations may be made, in your
discretion, either on the New York Stock Exchange or such other exchange or
place where such business is then transacted, or at public auction or private
sale, without advertising the same, and all without prior notice to the
undersigned and/or without prior demand or call of any kind upon the
undersigned, all of which are hereby expressly waived, and no specific demand,
notice or call shall invalidate this waiver; your right to sell or purchase
without notice or demand at any time shall not be limited or affected by any
demand, notice or statement specifying a different time, later or earlier, than
the time at which such purchase or sale is made and the undersigned waives all
rights and claims based upon such difference in time. In case of a sale at
public auction or on an exchange, you or your pledgees may be the purchaser for
your or their own account, free from any right of redemption; and the
undersigned shall be liable for the payment of any debit balance of any account
or accounts with you after the application thereto of the net proceeds of any
sales and/or the deduction therefrom of the cost of any purchases made by you
for said account or accounts and of any other charges incurred by or for said
account or accounts of the undersigned. In the event of the death, incompetency
or disability of the undersigned you and
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your pledgees shall have like power to sell, buy or cancel as hereinabove
provided without prior notice and without prior demand and before the
appointment or qualification of executors, administrators, personal
representatives, committees or conservators of the estate and/or property of
the undersigned as if the undersigned were alive and competent.
8. In case of the sale of any property by you at the direction of the
undersigned and your inability to deliver the same to the purchase by reason of
failure of the undersigned to supply you therewith, then and in such event, the
undersigned authorizes you to borrow any property necessary to make delivery
thereof, or to buy in such property, and the undersigned hereby agrees to be
responsible for any loss and expense which you may sustain thereby and any
premiums which you may be required to pay thereon, and for any loss which you
may sustain by reason of your inability to borrow or purchase the property
sold.
9. At any time and from time to time, in your discretion, you may without
notice to the undersigned, apply and/or transfer any or all monies and/or
property of the undersigned interchangeably between any accounts of the
undersigned whether individual or joint.
10. It is understood and agreed that the undersigned, when placing with
you any sell order for short account, will designate it as such and hereby
authorizes you to xxxx such order as being "short," and when placing with you
any order for long account, will designate it as such and hereby authorizes you
to xxxx such order as being "long." Any sell order which the undersigned shall
designate as being for long account as above provided, is for securities then
owned by the undersigned, and if such securities are not then deliverable by
you from any account of the undersigned, the placing of such order shall
constitute a representation by the undersigned that it is impracticable then to
deliver such securities to you, but that such securities will be delivered to
you as soon as it is possible to do so without undue inconvenience or expense.
11. The undersigned consents to your having an investigative consumer
report or other credit check prepared by a consumer reporting agency (such as
Dun & Bradstreet, Inc., Proudfoot Reports, Inc. or the Credit Bureau of Greater
New York, Inc.)
12. The undersigned understands that differing investment objectives, tax
and other factors affect the desirability and timing of particular
transactions, and that, accordingly, customers of your firm, as well as the
firm, its affiliates and their officers, employees, and members of their
families, may hold and have transactions in securities with respect to which
transactions may be effected for the account of the undersigned. The
undersigned consents to such transactions if not in violation of applicable
law, provided that the transactions for such other accounts as well as for the
account of the undersigned are at all times effected in good faith. Where an
order for the purchase or sale of particular securities is entered for the
account of the undersigned and one or more of your other customers, the
undersigned consents to your effecting such transactions on a proportional
basis, if feasible, or on a rotation or other equitable basis.
13. In all transactions between you and the undersigned, the undersigned
understands that you are acting as the brokers of the undersigned, except when
you disclose to the undersigned in
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writing at or before the completion of a particular transaction that you are
acting, with respect to such transaction, as dealers for your own account or as
brokers for some other person. All of the provisions of this agreement shall be
fully applicable to such transactions in which you act as dealers for your own
account or as brokers for some other person. You may employ other brokers to
execute any orders of the undersigned, and in such case you shall be
responsible only for reasonable care in their selection. You shall at no time
be required to deliver to the undersigned the identical property purchased,
held or carried for the undersigned for his account, but only property of like
kind and amount.
14. Reports of the execution of orders and statements of the account of
the undersigned shall be conclusive if you shall not have received objection in
writing, the former within two days, and the latter within ten days, after such
reports and statements shall have been forwarded by you to the undersigned by
mail or otherwise.
15. Communications may be sent to the undersigned at the address given
above or at such other address as shall have been furnished to you by written
notice by or on behalf of the undersigned, provided that such notice shall not
be effective unless and until actually received by you. Communications so sent
by you, whether by mail, telegraph, messenger or otherwise, shall be deemed to
have been given to the undersigned personally whether actually received or not,
and shall be deemed to have been given on the date on which the same shall have
been sent to you.
16. You are to give the same degree of care and attention to fully paid
for securities; which you may from time to time hold in safekeeping for the
undersigned, as you give to your own securities, and your liability shall be
measured solely by that standard. You shall not in any way be liable for any
loss or damage arising or resulting from any cause beyond your control, and in
particular, and in no way limiting the foregoing, for any loss or damage
resulting or arising from execution, distraint, attachment, injunction or other
legal or governmental process, or from war, bombardment, military or usurped
powers, or force majeure.
17. Except as herein otherwise expressly provided, no provision of this
agreement shall in any respect be waived, altered, modified or amended, unless
such waiver, alteration, modification or amendment be committed to writing and
signed by an officer of your firm.
18. ARBITRATION DISCLOSURES:
o ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
o THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRIAL.
o PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND
DIFFERENT FROM COURT PROCEEDINGS.
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o THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
o THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
ARBITRATION
THE UNDERSIGNED AGREES, AND BY CARRYING AN ACCOUNT FOR THE UNDERSIGNED YOU
AGREE, THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN US CONCERNING ANY
TRANSACTION OR THE CONSTRUCTION, PERFORMANCE, OR BEACH OF THIS OR ANY OTHER
AGREEMENT BETWEEN US PERTAINING TO SECURITIES AND OTHER PROPERTY, WHETHER
ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY
ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED PURSUANT
TO THE FEDERAL ARBITRATION ACT AND THE LAWS OF THE STATE OF NEW YORK BEFORE THE
NEW YORK STOCK EXCHANGE, INC. OR AN ARBITRATION FACILITY PROVIDED BY ANY OTHER
EXCHANGE OF WHICH YOU ARE A MEMBER, OR THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC. OR THE MUNICIPAL SECURITIES RULE MAKING BOARD AND IN ACCORDANCE
WITH THE RULES OBTAINING OF THE SELECTED ORGANIZATION. THE UNDERSIGNED MAY
ELECT IN THE FIRST INSTANCE WHETHER ARBITRATION SHALL BE BY AN EXCHANGE OR
SELF-REGULATORY ORGANIZATION OF WHICH YOU ARE A MEMBER, BUT IF THE UNDERSIGNED
FAILS TO MAKE SUCH ELECTION, BY REGISTERED LETTER OR TELEGRAM ADDRESSED TO YOU
AT YOUR MAIN OFFICE, BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A
WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION, THEN YOU MAY MAKE SUCH
ELECTION. THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE
FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE
OR FEDERAL, HAVING JURISDICTION.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR
SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO
HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A
PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS
ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS
DENIED; OR (ii) THE CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER IS EXCLUDED
FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO
ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT
EXCEPT TO THE EXTENT STATED HEREIN.
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19. If you carry an account for the undersigned as clearing broker by
arrangement with the undersigned's broker, then, unless you receive a written
notice to the contrary from the undersigned you shall accept from such other
broker, without any inquiry or investigation, (i) orders for the purchase or
sale of securities and other property for the account of the undersigned, on
margin or otherwise and (ii) any other instructions concerning the account of
the undersigned. The undersigned understands and agrees that you shall have no
responsibility or liability to the undersigned for any acts or omissions of
such other broker, its officers, employees or agents. The undersigned's broker
has authorized you to enter into this agreement with the undersigned on its
behalf, and the terms and the conditions hereof, including the pre-dispute
arbitration provision, shall be applicable to all matters between the
undersigned, the undersigned's broker and you.
20. This agreement and its enforcement shall be governed by the laws of
the State of New York and its provision shall be continuous, shall cover
individually and collectively all accounts which the undersigned may open or
re-open with you, and shall inure to the benefit of your present firm, and any
successor firm or firms, irrespective of any change or changes at any time in
the personnel thereof, for any cause whatsoever, and of the assigns of your
present firm or any successor firm or firms, and shall be binding upon the
undersigned and/or the estate, executors, administrators and assigns of the
undersigned. This agreement, and all of your rights, powers and privileges
hereunder shall be fully effective, as to all transactions for the account of
the undersigned, regardless of whether or not said account, prior to the making
of any such transaction, shall have been inactive or closed.
21. The undersigned, if any individual, represents that the undersigned is
of full age; that no one except the undersigned has or will have hereafter,
directly or indirectly, an interest in the account or accounts of the
undersigned with you; that the undersigned is not an employee of any exchange,
or of any corporation of which any exchange owns a majority of the capital
stock, or of a member of any exchange, or of a firm registered on any exchange,
or of a bank, trust company, insurance company or of any corporation, firm or
individual engages in the business of dealing, either as a broker or as
principal, in securities, bills of exchange, acceptances or other forms of
commercial paper.
22. Until you receive written notice of revocation from the undersigned,
you are hereby authorized to lend, to yourselves as brokers or to others, any
securities held by you on margin for the account of, or under the control of,
the undersigned.
"BY SIGNING THIS AGREEMENT I ACKNOWLEDGE THAT MY SECURITIES
MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS AT TIMES
WHEN I AM BORROWING FROM YOU ON MARGIN."
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE.
TAX I.D. NUMBER
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