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/ document Certificate Pam A Party B Parts A and Party II A properly executed a United States Internal Revenue Service Form W.9 (or any successor thereto), a United States Internal Revenue Service Form W- SIMY and withholding statement with attached Form W-9 and a United States Internal Revenue Service Form W-11BEN (or any successor forms thereto) An executed United States Internal Revenue Service Fonn W.9 (or any successor thereto) in relation to Party B and Southern Trust Company, Inc Any forms required by the governmental or tax authonties in the Relevant /tend fictions to be del veered relating to transactions under this Agreement. including forms required pursuant to section 1471(b) or section 1472(b)( I ) of the Internal Revenue Code of 1986 ot to any other domestic or international law or intergovernmental agreement which Wings such sections into force in Date by which to be delivered 0) Upon execution of this Agreement. 00 PromPtly upon reasonable demand by Party B and (m) Promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect (I) Upon execution of this Agreement, (ii) promptly upon reasonable demand by Party A and On) promptly upon learning that any such fin n previously provided by Party B has become obsolete Or incorrect On or before the date such forms are prescribed by law to be supplied and othennse at the nine or times reasonably requested by the other party, but in no event before the form and content of such forms or other documentation are made known by the IRS or Relevant Jurisdiction tax authority CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) %WO al Ifit 947 EFTA_00019817 EFTA00169544 2 the Relevant lurisdichom. as amended, and any other documentation reasonably requested by the other party as K 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 deliver document Fors/Dacanseat/ Certificate Date by which to be delivered ('Os ered by Section 3(d) Hein esentation: Party A and Party B Evidence of the authority. incumbency and specimen signature of each person Upon or prior to the execution and delivery of this Agreement and, with Yes Parry II Party A Party B Party B executing this Agreement or any Confirmation, Credit Support Document or other document entered into in connection with this Agreement on its behalf or otherwise. as the case may be Its most recent Certificate of Formation and Operating Agreement A copy of the most recent annual report containing 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 A copy of the most recent annual report containing 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 respect to any Confirmation upon request by the other ParlY As of the execution or this Agreement, m upon any material change in such documents Promptly after request by the other party. Promptly after request In the other pans Quarterly report Within ten (It) business of wancundwred rash and days after the end 01 the marketable securities relevant calendar quarter Yes Yes Yes Yet CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) el: III I 948 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 of New 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 By: Name: By: Name: Date: E pP * AG S4astian Marcitesei ident Eduardo Waite Vice President By: Name: Date: 10 ►15 /5 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ti)IA9A9-690b8950 EFTA_00019820 EFTA00169547