EFTA00169544.pdf

AMENDMENT AGREEMENT This AMENDMENT AGREEMENT ("Amendment") is dated as of October 12, 2015 and is made between DEUTSCHE BANK AG ("Party A") and SOUTHERN FINANCIAL LLC ("Party 8"). Party A and Party B have entered into an ISDA Master Agreement dated as of October 28, 2013, and the Credit Support Annex ("CSA") to the Schedule thereto (the "Agreement"): The parties agree to amend certain terms and provisions of the Agreement; In consideration of the mutual agreements contained in this Amendment, the parties agree as follows: I. Part 3 of the Schedule to the Agreement is hereby deleted in entirety and replaced as follows: "Part 3. Agreement to Deliver Documents. (a) For the purpose of Section 4(a)(i), the documents to he delivered are: Parts required to deliver Form/Document/ Date by which to be document Certificate delivered Pam A A properly executed a 0) Upon execution of this United States Internal Agreement. 00 PromPtly Revenue Service Form W.9 upon reasonable demand by (or any successor thereto), a Party B and (m) Promptly United States Internal upon learning that any such Revenue Service Form W- form previously provided by SIMY and withholding Party A has become obsolete statement with attached or incorrect Form W-9 and a United States Internal Revenue Service Form W-11BEN (or any successor forms thereto) Party B An executed United States (I) Upon execution of this Internal Revenue Service Agreement, (ii) promptly Fonn W.9 (or any upon reasonable demand by successor thereto) in Party A and On) promptly relation to Party B and upon learning that any such Southern Trust Company, fin n previously provided by Inc Party B has become obsolete Or incorrect Parts A and Party II Any forms required by the On or before the date such governmental or tax forms are prescribed by law authonties in the Relevant to be supplied and othennse /tend fictions to be del veered at the nine or times relating to transactions reasonably requested by the under this Agreement. other party, but in no event including forms required before the form and content pursuant to section 1471(b) of such forms or other or section 1472(b)( I ) of the documentation are made Internal Revenue Code of known by the IRS or 1986 ot to any other Relevant Jurisdiction tax domestic or international authority law or intergovernmental agreement which Wings such sections into force in CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) %WO al 947Ifit EFTA_00019817 EFTA00169544  2 the Relevant lurisdichom. as amended, and any other documentation reasonably requested by the other party as ❑ relates thereto (b) For the purposes of Section 4(aXii), the other documents to be delivered (which will be covered by the representation in Section 3(d) of the Agreement if specified) are as follows: Party required to Fors/Dacanseat/ Date by which to be ('Os ered by Section 3(d) deliver document Certificate delivered Hein esentation: Party A and Evidence of the authority. Upon or prior to the Yes Party B incumbency and specimen execution and delivery of signature of each person this Agreement and, with executing this Agreement or respect to any Confirmation any Confirmation, Credit upon request by the other Support Document or other ParlY document entered into in connection with this Agreement on its behalf or otherwise. as the case may be Parry II Its most recent Certificate of As of the execution or this Yes Formation and Operating Agreement, m upon any Agreement material change in such documents Party A A copy of the most recent Promptly after request by the Yes annual report containing other party. consolidated financial statements of such party or its Credit Support Provider, it any, and such other public information respecting the condition or operations. financial or otherwise of such parry or its Credit Support Provider. if any, as the other party nay reasonably request from time to lime Party B A copy of the most recent Promptly after request In the Yes annual report containing other pans consolidated financial statements of such party or its Credit Support Provider, if any, and such information respecting the condition or operations, financial or otherwise of such party or its Credit Support Provider. if any, as the other party may reasonably request from time to lime Party B Quarterly report Within ten (It) business Yet of wancundwred rash and days after the end 01 the marketable securities relevant calendar quarter el: CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) III 948 I EFTA_00019818 EFTA00169545  3 Party A and Party B A duly executed and delivered As of execution of this Yes copy of the Credit Support Ararat. Document. Party B A legal opinion in a font, Upon execution of this No" satisfactory to Party A with Agreement and any Credit respect to Party B Suppon Document 2. Paragraph 13(IXiXA) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(A) "Aggregate Ceiling LIndr means USD 100.000.0007 3. Paragraph 13(IXigl) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(I) "Tier II Ceiling Limit" means USD 100,000,000." 4. Paragraph 13(IXiXU) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(U) "Tier I Ceiling Limit" means USD 100,000,0007 5. Paragraph 13(IXiXE) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(E) "Tier III Ceiling Limit" means USD 50.000.0007 6. Paragraph 13(I)(iXO) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(O) "Tier IV Ceiling Limit' means USD 50,000,0007 7. Each party represents to the other party in respect of the Agreement, as amended pursuant to this Amendment, that the representations made by it pursuant to the Agreement are true and accurate as of the date of this Amendment. 8. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto. 9. Except as specifically modified by this Amendment, all the terms and provisions of the Agreement will continue in full force and effect. References to the Agreement will be to the Agreement, as amended by this Amendment. 10. Capitalised terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement. I. Each of the parties to this Amendment will deliver to the other party, upon execution of this Amendment, evidence of the authority and true signatures of each official or representative signing this Amendment on its behalf. 12. This Amendment may be executed and delivered in counterparts, each of which will be deemed an original. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) i;MA 9-949 EFTA_00019819 EFTA00169546  4 13. 'Ibis Amendment will be governed by and construed in accordance with the laws of the State ofNew York (without reference to its choice of law doctrine). The panics have executed this Amendment with effect from the date appearing in the first paragraph above. DEUT E pP * AG S4astian Marcitesei By: Name: ident By: By: Name: Name: Date: Eduardo Waite Date: 10 ►15 /5 Vice President CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ti)IA9A9-690b8950 EFTA_00019820 EFTA00169547