EFTA01457114.pdf

4. Representations: Each Noy represents to the other party on the date on which it enters into this Transaction that (absent a written awe-emery between the parties in respect of this Transaction that expressly imposes affirmative obligations to the contrary.) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon Its own judgement and upon advice front such tax, accounting, regulatory, legal and financial advisers as it has deemed necessary, and not upon any view expressed by the other. It is rot relying on any communication (written or oral) of the other party as investment advice Of as a iccommentIntlyn to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party shall be deemed in be an assurance or guarantee as to the expected mutts of this Transaction (ii) Assessment and Understanding It 1.5 capable of assessing the merits of and understanding (on its own behalf or through inc3cpenamt professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction. (iii) Status of tarries_ the other parry is not acting as a fiduciary for, or an adviser to it in respect of this Transaction. Party B represents to Party A on the date on which it enters into this Transaction that: (iv) This Transaction will comply in all respects with all applicable laws. rules, regulations, interpretations, guidelines. procedures, and policies of applicable governmental and regulatory authorities affecting Party B and the performance of its obligations hereunder. Please confirm that the foregoing correctly sets forth the temts of our agreement by executing a copy of this Confirmation enclosed for that purpose and returning it to us or by sending us a letter or telex subsizattiolly similar to this letter, which halter or telex sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. Please check this confirmation carefully and immediately upon receipt so that errors and discrepancies can be promptly identified and rectified. We are pleased to have executed this transaction with you. Yours faithfully, for and on behalf of Deutsche Bank, London Branch • itfaemori vii- By: By: Name: Apama SI-diva:dove Name: Graham Bird Title: Authorised Signatory Title: Authorised Signatory Confirmed as of the date first above written: SOUTHERN FINANCIAL L.I;C By: ' By: Name: rot stv .• Name: Authorised Signatory Authorised Signatory 00.1.15CIM UM AGO 44101140t1 irtiN MmWi Gromi lev. (.•,•,•••• iNtboety Sof - Fuer& Finance! Svp•eilsory or•I byte Prianto: Atirc•cy U motiiti• 'COOL by 0nAloaas 0016114,, anti Fr aroaf Cccoxl ir.014441a UK MrMs 041in rnenbet N Air Lawful. (kink rtWga CeJschn Bars 1,"; • -r7.,rlistity snarl arewportiadtr, the • Poi/titheof Orman. PIRO 1N]0 cm morn 6.610 rMif.t am IA•ui. ;iv &vitt Rs IF000.40r: No in Inv:mil Eng Walsi Of(002008 vath 1.t watts] mamas. •IWOCINIMill i4,4141 i Gin'. Viircho•lw Saw Wenn tern 106 Conti:414 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0116514 CONFIDENTIAL SDNY_GM_00262698 EFTA01457114