EFTA01353667.pdf

personal representatives who obtain such rights solely by operation of law. The rights, benefits and protections of Secured Party under this Agreement shall also inure to the benefit of any affiliate of Secured Party (other than Intermediary) which has been granted a security interest in the Securities Account pursuant to separate documentation executed for the benefit of both the Secured Party and such affiliate. Section 10. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person or when sent by facsimile and electronic confirmation of error free receipt is received or two business days after being delivered to a reputable overnight delivery service for next day delivery, addressed to the party at the address set forth below. Debtor: Name: SOUTHERN FINANCIAL, LLC Address: 6100 Red Hook Quarter B3 St. Thomas, US Virgin Islands 00802 Telephone: Facsimile: Attention: T e r CiFx-tr c 1 Secured Party: Name: DEUTSCHE BANK AG Address: 345 PARK AVE,26th Flr. NY, NY 10154 Telephone: Facsimile: Attention: Intermediary: Name: DEUTSCHE BANK SECURITIES, INC. Address: 345 PARK AVE,14th Fir., NY, NY 10154 Telephone: Facsimile: Attention: Nicholas Haigh, Managing Director Any party may change its address for notices in the manner set forth above. Section 11. Termination. 11.1 Termination of this Agreement. The obligations of the Intermediary to the Secured Party pursuant to this Agreement shall continue in effect until the Secured Party has notified the Intermediary of such termination in writing in substantially the form of Exhibit C hereto. The termination of this Agreement shall not terminate the Securities Account or alter the obligations of the Intermediary to the Debtor pursuant to any other agreement with respect to the Securities Account. 11.2 Termination of Account. The Intermediary may, upon 30 days written notice to Debtor and Secured Party, resign as Intermediary hereunder and transfer all fi nancial 6 451053v3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038135 CONFIDENTIAL SDNY GM_00184319 EFTA01353667