Res90 11396 - Laserfiche WebLink

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If Client does not furnish such information for any such Property, Bank shall carry the Property at any such nominal value it detern1ines, such value to be for bookkeeping purposes only All statement,> and reporting of any matters requiring this information will use this nominal value_ Bank shall have no duty to verify the accuracy of the cost bases and dates of acquisition furnished by Client. Property purchased in the Account shall be carried at cost. 11. Limited Power of Attomey.: Bank is hereby granted a limited power of attorney by Client to execute on Client's behalf any declarations, endorsement'>, assignment'>, stock or bond powers, affidavits, certificates of ownership or other documents required (1) to effect the sale, transfer, or other disposition of Property held in the Account, (2) to obtain payment with respect to Property held in the Account, or (3) to take any other action required with respect to the Prop- erty held in the Account, and in the Bank's own name to guarantee as Client's signature any signature so affixed. 12_ Indemnification. A<; additional consideration for the Bank's acceptance of this Account and Agreement to act as "Agent", Client agrees to indemnify, and hold Bank, its officers, direc- tors, employees and agents harmless from and against any and all losses, liabilities, demands, claims, and expenses, attorney's fees and taxes (other than those based on Bank's net income) arising out of or in connection with this Agreement, or out of any actions of Client or Client's agents which are not caused by Bank's negligence or wilful misconduct. 111 is provision shall sur- vive the termination of this Agreement and shall be binding upon each party's successors, assigns, heirs and personal representatives. 13- Amendment and Termination of Ag!:eement. 13_1 Amendment. This Agreement may be amended only by a written agreement executed by both Bank and Client. 13_2 Termination. This Agreement may be terminated at any time by written notice from one party to the other. Such termination shall be effective immeqiately_ In addition, this Account shall terminate upon notification to the Bank of Client's incapacity or Client's death_ Upon termination, Bank shall have a reasonable amount of time to transfer the Property held in the Account in accordance with the written instructions of Client or the person or entity legally entitled to receive such property. Costs related to termination, including without limitation, cost'> for shipping securities and other Property held in the Account and costs of re-registering securities, generating reports and accounting for disposition of cash shall be charged to the Account. 14_ Entire Agreement. 111is Agreement. and any Addendums, constitute the entire Agree- ment between the parties. All previous agreements and instructions, whether written or oral, be- tween the Bank and Client, are hereby superseded, except any direction to Bank prohibiting it to disclose information to issuers of securities as provided in Section 5-3- 15- Sin~lar and Plural. If more than one person shall execute this Agreement, then where the context permits, singular personal pronouns shall be deemed to be plural personal pronouns_ 16. Governing law. This Agreement shall be governed by, and construed under, the laws of the State of California, Oregon or Washington, wherever the Account is administered_ 17 _ Taxation of Account. 17_1 W-9 Certification. Client agrees to provide a completed W-9 or W-8 certification, as appropriate, to Bank TRS-I6014 (2-89) Page 4