EXHIBIT 2
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XXXXXXXXX, XXXXXX & XXXXXXXX
Securities Corporation
000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
CUSTOMER AGREEMENT
In consideration of your accepting and carrying for the undersigned one or
more accounts, the undersigned hereby consents and agrees that:
APPLICABLE RULES AND REGULATIONS
1. All transactions for the undersigned shall be subject to the
constitution, rules, regulations, customs and usages of the exchange or
market and its clearing house, if any, where executed by you or your
agents, including your subsidiaries and affiliates.
DEFINITION
2. For purposes of this agreement "securities, commodities and other
property," as used herein shall include, but not be limited to money,
securities, and commodities of every kind and nature and all contracts and
options relating thereto, whether for present or future delivery.
LIEN
3. All securities, commodities and other property now or hereafter held,
carried or maintained by you in your possession and control for any
purpose, in or for any of the accounts of the undersigned, now or hereafter
opened, including accounts in which the undersigned may have an interest,
shall be subject to a lien for the discharge of all the indebtedness and
other obligations of the undersigned to you, and are to be held by you as
security for the payment of any liability or indebtedness of the
undersigned to you in any of said accounts. You shall have the right to
transfer securities, commodities and other property so held by you from or
to any other of the accounts of the undersigned whenever in your judgement
you consider such a transfer necessary for your protection. In enforcing
your lien, you shall have the discretion to determine which securities and
property are to be sold and which contracts are to be closed.
LIQUIDATION
4. You shall have the right, in accordance with your general policies
regarding your maintenance requirements, as such may be modified, amended
or supplemented from time to time, or if, in your discretion you consider
it necessary for your protection to require additional collateral at an
earlier or later point in time than called for by said general policies, or
in the event that a petition in bankruptcy, or for appointment of a
receiver is filed by or against the undersigned, or an attachment is levied
against the accounts of the undersigned, or in the event of the death of
the undersigned, to sell any or all securities, commodities and other
property in the accounts of the undersigned with you, whether carried
individually or jointly with others, to buy any or all securities,
commodities and other property which may be short in such accounts, to
cancel any open orders and to close any or all outstanding contracts, all
without demand for margin or additional margin, notice of sale or purchase
or other notice or advertisement. Any such sales or purchases may be at
your discretion on any exchange or other market where such business is
usually transacted, or at public auction or private sale, and you may be
the purchasers for your own account. It being understood that a prior
demand, or call, or prior notice of the time and place of such a sale or
purchase shall not be considered a waiver of your right to sell or buy
without demand or notice as herein provided.
PAYMENT OF INDEBTEDNESS UPON DEMAND
5. The undersigned shall at all times be liable for the payment upon demand
of any debit balance or other obligations owing in any of the accounts of
the undersigned with you and, the undersigned shall be liable to you for
any deficiency remaining in any such accounts in the event of the
liquidation thereof, in whole or in part, by you or by the undersigned; and
the undersigned shall make payment of such obligations and indebtedness
upon demand.
LIABILITY FOR COSTS OF COLLECTION:
6. The reasonable costs and expenses of collection of the debit balance and
any unpaid deficiency in the accounts of the undersigned with you,
including, but not limited to attorney's fees, incurred and payable or paid
by you shall be payable to you by the undersigned.
PLEDGE OF SECURITIES, COMMODITIES, AND OTHER PROPERTY
7. All securities, commodities and other property now or thereafter held,
carried or maintained by you in your possession in any of the undersigned
may be pledged and repledged by you from time to time, without notice to
the undersigned, either separately or in common with other such securities,
commodities and other property for any amount due in the accounts of the
undersigned, or for any greater amount, and you may do so without retaining
to your possession or control for delivery a like amount of similar
securities, commodities or other property.
MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION
8. The undersigned will at all times maintain such securities, commodities
and other property in the accounts of the undersigned for margin purposes
as you shall require from time to time and the monthly debit balances or
adjusted balances in the accounts of the undersigned with you shall be
charged, in accordance with your usual custom, with interest at a rate
permitted by the laws of the State of New York. It is understood that the
interest charge made to the undersigned's account at the close of a charge
period will be added to the opening balance for the next charge period
unless paid. You may exchange credit information about the undersigned with
others. You may request a credit report on the undersigned and upon
request, you will state the name and address of the consumer reporting
agency that furnished it. If you extend, update or renew the undersigned's
credit, you may request a new credit report without telling the
undersigned.
PRESUMPTION OF RECEIPT OF COMMUNICATIONS
9. Communications may be sent to the undersigned at the address of the
undersigned or at such other address as the undersigned may hereafter give
you in writing, and all communications so sent, whether by mail, telegraph,
messenger or otherwise, shall be deemed given to the undersigned
personally, whether actually received or not.
NO NON-INVESTMENT ADVICE
10. The undersigned acknowledges that you will not provide the undersigned
with any legal, tax or accounting advice, that your employees are not
authorized to give any such advice and that the undersigned will not
solicit or rely upon any such advice from you or your employees whether in
connection with transactions in or for any of the accounts of the
undersigned or otherwise. In making legal, tax or accounting decisions with
respect to transactions in or for the accounts of the undersigned or any
other matter, the undersigned will consult with and rely upon its own
advisors and not you, and you shall have no liability therefor.
SCOPE AND TRANSFERABILITY
11. This agreement shall cover individually and collectively all accounts
which the undersigned may open or reopen with you, and shall inure to the
benefit of your successors whether by merger, consolidation or otherwise,
and assigns, and you may transfer the accounts of the undersigned to your
successors and assigns, and this agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the undersigned.
EXTRAORDINARY EVENTS
12. You shall not be liable for the loss caused directly or indirectly by
the government restrictions, exchange or market rulings, suspension of
trading, war, strikes or other conditions beyond your control.
REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT
13. The undersigned, if an individual, represents that the undersigned is
of full age, that unless otherwise disclosed to you in writing the
undersigned is not employee of any exchange, or of any corporation of which
any exchange owns a majority of the capital stock, or of a member firm or
member corporation registered on any exchange or of a bank, trust company,
insurance company or of any corporations, firm or individual engaged in the
business of dealing either as a broker or as a principal in securities,
bills of exchange, acceptances or other forms of commercial paper. The
undersigned further represents that no one except the undersigned has an
interest in the account or accounts of the undersigned with you.
JOINT AND SEVERAL LIABILITY
14. If the undersigned shall consist of more than one individual, their
obligations under this agreement shall be joint and several. The
undersigned have executed the Joint Account Agreement and made the election
required therein. Pursuant to that agreement, you may, but are not required
to, accept instructions from either joint party.
OPTION TRANSACTIONS
15. If at any time the undersigned shall enter into any transaction for the
purchase or resale of an option contract, the undersigned hereby agrees to
abide by the rules of any national securities association, registered
securities exchange or clearing organization applicable to the trading or
option contracts and, acting alone or in concert, will not violate the
position or exercise limitation rules of any such association or exchange
or of the Options Clearing Corporation or other clearing organization.
SEPARABILITY
16. If any provision or condition of this agreement shall be held to be
invalid or unenforceable by any court, 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 shall not be affected thereby and this agreement shall be
carried out as if any such unenforceable provision or condition were not
contained herein.
HEADINGS AND DESCRIPTIVE
17. The heading of each provision hereof is for descriptive purposes only
and shall not be deemed to modify or qualify any of the rights or
obligations set forth in each such provision.
ARBITRATION DISCLOSURES
18. 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.
o THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL.
OR SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY
LIMITED.
o THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OR
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES
INDUSTRY.
AGREEMENT TO ARBITRATE CONTROVERSIES
19. IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR
BUSINESS OR THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION CONDUCTED
BEFORE THE NEW YORK STOCK EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES
EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND
ONLY BEFORE SUCH EXCHANGE) OR NASD REGULATION, INC., AS THE UNDERSIGNED MAY
ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED
ORGANIZATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY
OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO
ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL. IN THE EVENT THE
UNDERSIGNED DOES NOT MAKE SUCH ELECTION WITHIN FIVE (5) DAYS OF SUCH DEMAND
OR NOTICE, THEN THE UNDERSIGNED AUTHORIZES YOU TO DO SO ON BEHALF OF THE
UNDERSIGNED.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION
NOR SEEK TO ENFORCE ANY PREDISPUTE 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 CONSITITUTE A WAIVER OF ANY
RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
THE LAWS OF THE STATE OF NEW YORK GOVERN
20. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS
PROVISIONS.
LOAN CONSENT
21. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES
NOT FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED OUT TO
OTHERS.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS 18
AND 19 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF THIS AGREEMENT.
SIGNATURES
(If a Corporation, Partner or Other Entity) (If Individuals)
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(Name of Entity)
(Second Party, If Joint Account)
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By
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Title
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SEAL
DATED ACCOUNT NO.
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