EFTA00670832.pdf

Deutsche Bank AG, London Branch Termination Agreement PRIVATE CLIENT SER\•ICES PWM ALEX BROWN AC SOUTHERN FlNANCIALL1C I SOUTH STREET BALTIMORE2I 202MARYLAND Tel: Fax Attn: Dear Sir / Madam. Deutsche Bank AC London Branch London Commodity Index Operations 99 Bishopsgate London BC2M 3XD Tel: Fax Email: Attn: 09 April 2015 Landon Co Maid ilN In dc. ONrat ions We refer to the below Transaction Reference (the "Transaction") entered into between us Deutsche Bank AG. London Branch ("Party A") and PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LIE ("Party B"), the relevant terms of which are set out below. The purpose of this letter agreement is to confum the terms and conditions of the termination of that Transaction. Terms used in but not defined in this letter agreement will have the meanings given to them in the Confirmation relating Transaction Reference: Trade Type: Trade Date: Original Trade Details 926017511-2(454197689) Commodity Index Swap 13 January 2015 In consideration of the payment by Party B to Party A of the sumof USD 152305.94 (the 'Termination Payment") on or before 07 April 2015 you and we agree that with effect from 06 April 2015 (the "Termination Date"), the Transaction shall terminate and, with the exception of the payment of the Termination Payment referred to herein, neither party shall have any further sights or obligations in respect of the Transaction. Notwithstanding the foregoing, neither party shall be released or discharged from any obligation to make any payment to the other that shall have become due and payable on or before the Temination Date. This Termination Agreement shall be governed by and construed in accordance with English law and all parties to this letter agree to submit to the jurisdiction of the English courts. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin • Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business: a member the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration in England and Wales BR000005: Registered address: Winchester House. 1 Great Winchester Street, London EC2N 2DB. (10107) Deutsche Bank Group online: http:Nwvnv.deutsche•bank.com Page I of 3 EFTA00670832 (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 judgement and upon advice from such tax, accounting, regulatory. legal and financial advisers as it has deentd necessary, and not upon any view expressed by the other. 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 team 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. (u) 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 terns, conditions and risks of this Transaction. It is also capable of assuming. and assumes. 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. Party B represents to Party A on the date on which it enters into this Transaction that: (iv) This Transaction will comply in all respects with all applicable laws. rules, regulations, interpretations, guidelines, procedures, and policies of applicable governmental and regulatory authorities affecting Party B and the performance of its obligations hereunder. Transaction Reporting - Consent for Disclosure of Information: (i) Notwithstanding anything to the contrary in this Tenrenation Agreement or any non-disclosure, confidentiality or other agreements entered into between the parties from time to time, each party hereby consents to the Disclosure of infomiation (the "Reporting Consent"): (a) to the extent required by. or necessary in order to comply with, any applicable law. rule or regulation which mandates Disclosure of transaction and similar information or to the extent required by. or necessary in order to comply with, any order, request or directive regarding Disclosure of transaction and similar infonnation issued by any relevant authority or body or agency rReporting Requirements"); or (b) to and between the other party's head office, branches or affiliates: to any person, agent. third party or entity who provides services to such other party or its head office, branches or affiliates: to a Market; or to any trade data repository or any systems or services operated by any trade repository or Market. in each case, in connection with such Reporting Requirements. "Disclosure" means disclosure, reporting, retention, or any action similar or analogous to any of the aforementioned. "Market" means any erhange, regulated market, clearing house, central clearing countemarty or nutrilateral trading facility. Disclosures made pursuant to this Reporting Consent may include, without limitation, Disclosure of information relating to disputes over transactions between the parties. a party's identity. and certain transaction and pricing data and may result in such information becoming available to the public or recipients in a jurisdiction which may have a different level of protection for personal data from that of the relevant party's home jurisdiction. Notwithstanding anything to the contrary as set out herein, this Reporting Consent shall be deentd to constitute an agreement between the parties with respect to Disclosure in general and shall survive the termination of this Termination Agreement. No am endnynt to or termination of this Reporting Consent shall be effective unless such amendment or termination is made in writing between the parties and specifically refers to this Reporting Consent. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin • Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business: a member the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main: Branch Registration In England and Wales BR000005: Registered address: Winchester House. 1 Great Winchester Street, London EC2N 2DB. (10107) Deutsche Bank Group online: http:Nwvnv.deutsche•bank.00m Page 2 of 3 EFTA00670833 Miscellaneous: i. This Termination Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto. u. No amendment, modification or waiver in respect of the nutters contemplated by this Temination Agreement will be effective unless nude in writing duly signed on behalf of each party. M. This Termination Agreement may be executed and delivered in counterparts, each of which will be deemed an original. iv. This Temination Agreement shall be governed by. and shall be construed in accordance with. English law. The Pasties agree to submit to the exclusive jurisdiction of the English courts should a dispute arise out of or in connection with this Termination Agreement or its subject matter. v. Party B hereby irrevocably appoints iPkase Advise] its agent to accept service of process in England in any legal action or proceedings arising out of this Termination Agreement, service upon whom shall be deemed compkted whether or not forwarded to or received by Party B. Party B agrees to inform DB in writing of any change of address of such process agent within 14days of such change. If such process agent ceases to be able to act as such or to have an address in England. Party B irrevocably agrees to appoint a new process agent in England acceptable to DB and to deliver to DB within 14 days a copy of a written acceptance of appointment by the process agent. Nothing herein shall affect the right to serve process in any other manner permitted by law. Please confirm that the foregoing correctly sets forth the terns of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter or facsimile substantially similar to this letter, which letter or facsimile sets forth the material terns of the Transaction to which this Confirmation relates and indicates your agreement to those Deutsche Bank AG London Branch Aksts-' us' Signed: Signed: Nam Apama Shrivastava Name: Graham Bird Dept. Commodity Derivatives Dept: Commodity Derivatives Confirmed as of the date first above written: PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC By: By: Name: Name: Authorised Signatory Authorised Signatory For any ...elating to this Notification, please contact us on If you agree with the details of this Notification, please sign and return to fax number Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business: a member the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main: Branch Registration In England and Wales BR000005: Registered address: Winchester House. 1 Great Winchester Street, London EC2N 2DB. (10107) Deutsche Bank Group online: http:Thwm.deutsche•bank.com Page 3 of 3 EFTA00670834