EFTA01423844

EFTA01423844 EFTA01423845 EFTA01423846 Deutsche Bank Deutsche Bank AG London Winchester House 1 Great Winchester Street London EC2N 2DB Telephone; June 4, 2018 Date: Southern Financial, LLC To: Swaps Documentation Department 44 3541 4739 Attention: Facsimile no.: Global No. NG348669M Our Reference: 103021067801020000000000000000013NG348669M UTI / USI Confirmation of a CMS One Look Transaction Re: Ladies and Gentlemen; The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between Deutsche Bank AG ("DBAG") and Southern Financial, LLC ("Counterparty") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc. are incorporated by reference herein. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. For the purpose of this Confirmation, all references in the Definitions or the Agreement to a "Swap Transaction" shall be deemed to be references to this Transaction. 1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of October 28, 2013, (as the same may be amended or supplemented from time to time, the "Agreement"), between DBAG and Counterparty. All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. 2. The Swap Transaction to which this Confirmation relates is a CMS One Look Transaction, the terms of which are as follows: EFTA01423847 USD 45,000,000.00 Notional Amount; June 1,2018 Trade Date: Deutsche Bank AG is a joint stock corporation with lifted iiabnity Incorporated In the Federal Republic of Germany, Local Court of Frankfiut am Main, HRB No. 30 OCO; Branch Registration In England and Wales BR00000Sand Registered Address: Winchester House. 1 Great Winchester StreeL London EC2N 206. Deutsche Bank AG.London Branch is a member or the London Stock Exchange. (Details about the ext^lofour authorisation and regulation in the United Kingdom are available on request or from www.db.comfen/contentleu^discIasurBs.hbn) Chairman of the Supervisory Board: Paul AchleHner. Management Board: John Cryan (Chairman), Marcus Sehenck, Christian Sewing, tQmberly Hammonds. Stuart Lewis, Sylvie Matheral. James von Moltke, Nicolas Moreau, Garth RHdile. Karl von Rohr, Werner SteinmQller, Frank StiauK. Deutsche Bank AG is authorised under German Banking Law (compdeni authority: European Central Bank and IheSaFIn.Genrtany's Federal Financial Supervisory Airthoiity) and. In Ore United Kingdom, by the Prudential ReguladonAulhority. II Is subject to supervision by the European Central Bank and by the BaFIn, and Is subject to limited regulation in the United Kingdom by the Financial Conduct Authority and the PtudmUal RegulatlonAulhwily. Effective Date: June 5, 2018 Termination Date: Floating Rate Payer Payment Date Fixing Date: June 1, 2020, subject to adjustment in accordance with the Following Business Day Convention Business Days: New York Banking Day for Fixing Date: US Government Securities Business Day Fixed Amounts: Fixed Amount Payer: Counterparty Fixed Amount: USD 96,750. Fixed Amount Payer Payment Date: June 5, 2018, subject to adjustment in accordance with the Following Business Day Convention Floating Amounts: Floating Rate Payer: DBAG Floating Rate Payer Payment Dates: EFTA01423848 Two (2) Business Days following the Fixing Date Floating Rate: A rate calculated in accordance with the following formula: [MAX[0; ([FRO 1] - [FRO 2]) - Strike Swap Rate)]] Where: "FROl" means a rate determined by reference to Floating Rate Option USD-ICESWAP3-Swap Rate with a Designated Maturity of 10 years, provided that in the definition of the relevant Floating Rate Option and in the fallback Floating Rate Option referred to in such definition (all as set out in the 2006 ISDA Definitions) the phrase "Reset Date" shall be replaced by "Fixing Date" "FRO 2" means a rate determined by reference to Floating Rate Option USD-ICESWAP3-Swap Rate with a Designated Maturity of 2 years, provided that in the definition of the relevant Floating Rate Option and in the fallback Floating Rate Option referred to in such definition (all as set out in the 2006 ISDA Definitions) the phrase "Reset Date" shall be replaced by "Fixing Date" "MAX" followed by a series of rates inside brackets, means whichever is the greater of the rates separated by a semi-colon inside those brackets "Strike Swap Rate" means, 0.10% 2 NG348669M Floating Rate Day Count Fraction; 1/1 3. Account Details: Account Details for DBAG: Standard Settlement Instructions Account Details for Counterparty: Standard Settlement Instructions 4. Offices: The Office of DBAG for this Transaction is London. 5. Calculation Agent: The party specified as such in the Agreement, or if not specified therein. DBAG. 6. Representations: Each party will be deemed to represent to the other party on the date on which it enters Into this Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction): (i) 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 EFTA01423849 judgement and upon advice from such advisers as it has deemed necessary. It Is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation 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 to be an assurance or guarantee as to the expected results of this Transaction. (il) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumed, the risks of this Transaction. (iii) Status of Parties. The other party is not acting as a fiduciary for, or an adviser to it in respect of this Transaction. 3 NG348669M 7. Please confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile or e-mail to: Attention: Derivative Documentation Telephone; Facsimile: E-mail: This message will be the only form of Confirmation dispatched by us. If you wish to exchange hard copy forms of this Confirmation, please contact us. Yours sincerely, Deutsche Bank AG By: Name: Girish S Alur Authorized Signatory By: Name: K Ananthanarayanan Authorized Signatory- Confirmed as(6f the date first written above: Southern Financial, LD By: Name; Title: NG348669M 4 EFTA01423850