EFTA Document EFTA01434798

EFTA01434798 EFTA01434799 EFTA01434800 Deutsche Bank Deutsche Bank AG London Winchester House 1 Great Wnchester Street London EC2N 2DB Telephone: Date: January 17,2018 To: Southern Financial, LLC Attention: Swaps Documentation Department Global No. ND814115M Our Reference: 103021067801020000000000000000013ND814115M UTI / USI Re: Confirmation of a CMS One Look Transaction 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: Notional Amount: USD 100,000,000.00 EFTA01434801 Trade Date: January 12, 2018 Chairman of the Supervisory BoanI: Paul Achlellner. Managamant Board: John Cryan (Chairman), Marcus Schanch. Christian Sawing, Kimberly Hammonds, Stuart Lewis. Sylvie Matherat. James von MoKke, Nicolas Moreau, Garth retdile, Karl von Rohr, Warner SteirvnUller. Prank SlrauB. Deutsche Bank AG Is aulhorised under German Banking Law (compeleni authority: Eumpaan Central Bank and the BaFin, Germany's Federal Financial Supervisor Aulhorlly) and. In the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by the BaFIn, and is subject to Irriied regulation In the United Kingdom by the Flnantial Conduct Authoiity and lha Prudential Regulation Authority. DeuKche Bank AO is a Joint slock corporation with limited liabilly Incorporated in the Federal Republic of Germany, Local Court of Franklurt am Main, HRS Ho. 30 000; Branch ReglsiraUon in England and Wales BR00000S and Regisiared Address: VUnchesler House, 1 Great Winchester Street, London EC2N 2DB. Deulscne Bank AG,London Branch is a member of the London Stock Ekchartge. (Details about the entenlof our aulhorlsetion and regulation in the United Kingdom are avallaUa on requestor from wwwxlb.cortVen/canlent/eq_disclosutes.htiT4 January 16, 2018 Effective Date; Termination Date: Floating Rate Payer Payment Date April 12. 2018, subject to adjustment in accordance with the Modified Following Business Day Convention Fixing Date: Business Days; New York US Government Securities Business Day Banking Day for Fixing Date: Fixed Amounts: Fixed Amount Payer: Counterparty USD 41.000. Fixed Amount: January 16. 2018, subject to adjustment in accordance with the Modified Following Business Day Convention Fixed Amount Payer Payment Date: Floating Amounts: DBAG Floating Rate Payer: Floating Rate Payer Payment Dates: EFTA01434802 Two (2) Business Days following the Fixing Date A rate calculated in accordance with the following formula: Floating Rate: [MAX[0; ([FRO 1] - [FRO 2]) - Strike Swap Rate)]] Where: "FRO1" means a rate determined by reference to Floating Rate Option USD-ICESWAP1-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-ICESWAP1-Swap Rate with a Designated Maturity of 5 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. 0.14% 2 ND814115M 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 EFTA01434803 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. (ii) 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 ND814115M 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: 44 20 7547 4755 Facsimile: 44 20 7545 9761 E-mail: [email protected] 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 Sl^atory By: Name: K Ananthanarayanan Authorized Signatory Confirmed as of the date first written above: Southern Financial, LLC By: z Name: Title: 4 ND814115M EFTA01434804