EFTA01360248.pdf

Each party shall deliver to the other, within 30 days of the date of this Agreement in the case of die appointment of a person identified in Annex I or of the date of the appointment of the relevant agent in any other case, evidence of the acceptance by the agent appointed by it pursuant to this paragraph of such appointment. Nothing in this paragraph shall limit the right of any party to take proceedings in the cowls of any other country of competent jurisdiction. 18. No Waivers, etc. No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such modification waiver or consent shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to paragraph 4(a) hereof will not constitute a waiver of any right to do so at a Liter date. 19. Waiver of immunity Each party hereto hereby waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any action or proceeding in the Courts of England or of any other country or jurisdiction, relating in any way to this Agreement or any Transaction, and agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding. 20. Recording The parties agree that each new electronically record all telephone conversations between them. 21. Third Party Rights No person shall have any right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999. DEUTSCHE BANK AG SOUTHERN FINANCIAL LW By By Title Title Date Date By Title Date Is C'onfideniial CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0048494 CONFIDENTIAL SDNY_GM_00194678 EFTA01360248