EFTA01385879.pdf

Deutsche Bank 06 February 2015 Deutsche Bank AG London Winchester House I Great Winchester Street Telephone:MIS do Deutsche Bank Securities Inc 60 Wail Street New York, NY 10005 h n n Inounoll Antenna. Numt*r. NY•NY•SW-EUS112070 1 ,OO Our Transaction Reference Number: NY EUS61267c, Dear Sir / Madam, The purpose of this letter agreement (this "Confirmation") Is to confirm the terms and conditions of the Transaction entered into on the Trade Data specified below (the "Transaction") between Deutsche Bank AG, acting through its London branch ("Party A" or "Deutsche") and Southern Financial LLC ("Party B" or "Counterparty"). This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. This Confirmation constitutes the entire agreement and understanding of the parties with respect to the subject matter and terms of the Transaction and supersedes all prior or contemporaneous written and oral communications with respect thereto. DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK SECURITIES INC. ("DBSI") HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THIS TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN PARTY A AND PARTY B SHALL BE TRANSMITTED THROUGH DBSL DEUTSCHE BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). 1. This Confirmation supplements, forms a part of and Is subject to, the ISDA Master Agreement dated as of 28 October 2013, es amended end supplemented from time to time (the "Agreement"), between Deutsche Bank AG and Counterparty. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. The definitions and provisions contained in the 2006 ISDA Definitions (the "2006 Definitions") and in the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions" and, together with the 2006 Definitions, the "Definitions"), in each case as published by the International Swaps and Derivatives Association, Inc. are incorporated Into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between either set of Definitions and this Confirmation, this Confirmation will govern. References herein to a "Transaction" shell be deemed to be references to a "Swap Transaction" for purposes of the 2006 Definitions. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: General Terms: Trade ID: EUS812676 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0087301 CONFIDENTIAL SDNY GM_00233485 EFTA01385879