EPSTEIN
page 9 / 645 . OCR, unverified
courts of the State of New York and the federal courts in New York City, and agree that effective
service of process may be made by hand delivery or courier delivery as provided in Section 10
below on Notices. The Secured Party may serve process in any other manner permitted by
applicable law. Debtor hereby irrevocably waives any objection Debtor may now or hereafter
have to the laying of venue in the aforesaid courts, and any claim that any of the aforesaid courts
is an inconvenient forum. To the extent that Debtor or Debtor's property may have or hereafter
acquire immunity, on the grounds of sovereignty or otherwise, from any judicial process in
connection with this Agreement, Debtor hereby irrevocably waives, to the fullest extent
permitted by applicable law, any such immunity and agrees not to claim same. Debtor agrees
that a final judgment in any such action or proceeding shall be conclusive, and may be enforced
in any other jurisdiction by suit on the judgment or in any other permitted manner. Debtor further
agrees that any action or proceeding by Debtor against Secured Party or the Intermediary in
respect to any matters arising out of, or in any way relating to, this Agreement or the obligations
of Debtor hereunder shall be brought only in the State and County of New York.
Section 5.
Conflict with Other Agreements.
5.1
In the event of any conflict between this Agreement (or any portion
thereof) and any other agreement now existing or hereafter entered into, the terms of this
Agreement shall prevail,
5.2
No amendment or modification of this Agreement or waiver of any right
hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the
parties hereto.
5.3
The Intermediary has not entered into, and until the termination of this
Agreement will not enter into, any agreement with any other person relating to the Securities
451053v3
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0093080
CONFIDENTIAL
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EFTA01388995
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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, LW
Address:
6100 Red Hook Quarter B3
St. Thomas. US Virgin Islands 00802
Telephone:
Facsimile:
Attention:
cre T
Secured Party:
Name:
DEUTSCHE BANK AG
Address:
345 PARK AVE,26th Flr. NY, NY 10154
Telephone:
Facsimile:
Attention:
Gedeon Pinedo
Intermediary:
Name:
DEUTSCHE BANK SECURITIES, INC.
Address:
345 PARK AVE,14th Flr., NY, NY 10154
Telephone:
Facsimile:
Attention:
Nicholas Haigh, Managing Director
Any party may change its address for notices in the marmer set forth above.
Section 11.
Termination.
11.1
Termination of this Agiccment. 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 financial
4810533
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0093082
CONFIDENTIAL
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EFTA01388996
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METADATA_SOURCE: IMAGES0057
METADATA_FILENAME: EFTA01388997.pdf
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Section 12.
Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may
execute this Agreement by signing and delivering one or more counterparts.
By:
Name:
Title:
;ynthia Cutcno
tired!;.
By:
DEUTSCHE BANK SECURITIES INC.
BY:
BY:
Name:
Paul E. Salvas
Vice President
ad astrir/
Title;
Name:
Title: