EFTA01389081.pdf

BORROWER SECURITY AND PLEDGE AGREEMENT In consideration of loans, advances, overdrafts, letters of credit, acceptances, swaps, securities transactions, forward contracts, foreign currency transactions and all other credit transactions and financial accommodations given or to be given or to be continued from time to time to Southern Financial LLC ("Debtor) by Deutsche Bank AG or any of its Affiliates listed on Schedule A hereto (collectively, "Lender"), Debtor hereby agrees with Lender as follows: 1. As collateral security for the punctual rights and all other property and financial assets payment and performance of all present and future now or hereafter received or receivable in liabilities and obligations, direct or indirect, connection with any sale, exchange, redemption or liquidated or contingent, secured or unsecured, joint other disposition of any of the foregoing, (v) all or several of Debtor to Lender when due, whether dividends, interest and other distributions, whether at stated maturity, by acceleration or otherwise, in cash, securities, promissory notes, payment whether now existing or hereafter incurred, whether intangibles, general intangibles, accounts or other now or hereafter due, whether for principal, interest property on or in respect of any of the foregoing, (including interest accruing after the (vi) all additions to and substitutions for any of the commencement of any bankruptcy or insolvency foregoing, (vii) all present and future rights, claims, proceeding, whether or not allowed or allowable remedies and privileges of Debtor pertaining to any thereunder), fees, costs, attorneys' fees, taxes, of the foregoing, (viii) all general intangibles, damages, expenses, indemnities, or otherwise, and payment intangibles, and contract rights of Debtor howsoever evidenced (collectively, the relating to any of the Obligations, and (ix) all "Obligations"), Debtor hereby assigns, pledges and proceeds of any of the foregoing, in each case grants to Lender a continuing first priority security whether now existing or hereafter arising or interest in and lien upon all right, title and interest acquired (collectively, the "Collateral"). of Debtor in and to (i) all cash, securities, shares, certificates, investment property, security 2. Debtor represents and warrants to entitlements, promissory notes, instruments, rights, Lender that: (a) the information regarding Debtor receivables, general intangibles, commodities and set forth opposite Debtor's signature below all other property and financial assets of Debtor ("Debtor Information") is true, correct and now or hereafter in the possession, custody or complete on the date hereof, (b) Debtor, if a control of Lender, including, without limitation, corporation, partnership or other legal entity, is any of the foregoing from time to time deposited in, duly organized and validly existing in good credited to or payable to that certain account standing under the laws of its jurisdiction of identified on Schedule A hereto together with any formation, and is duly qualified and in good and all subaccounts thereof, segregated accounts standing in all such foreign jurisdictions where its thereunder and cash, deposit or other accounts business or property so requires, (c) Debtor has all (including securities accounts) linked or related necessary right, power and authority to own thereto, and any and all of their respective Debtor's property and assets, to transact the successor, replacement or substitute accounts business in which Debtor is engaged and to grant to (collectively, the "Collateral Accounts"), (ii) the Lender a security interest in the Collateral, and has Collateral Accounts, (iii) in addition to, and not in taken all necessary action to authorize Debtor's derogation of clause (i) or clause (ii) above, those execution, delivery and performance of this certain securities and other property, if any, listed Agreement, including all necessary actions by on Schedule B hereto, (iv) all cash, securities, members, managers, partners, directors or shares, certificates, notes, instruments, rights, shareholders, as the case may be, and all filings and promissory notes, payment intangibles, general recordations, (d) the execution, delivery and intangibles, accounts, receivables, letter of credit performance by Debtor of this Agreement do not c69.9010 -I- 46178v12 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0093330 CONFIDENTIAL SDNY GM_00239514 EFTA01389081