EFTA01450011.pdf

not constitute an Indemnifiable Tax under this Agreement. Paragraph 6(d)(ii) of this Annex is hereby amended by inserting "less any applicable withholding tax" after "the Interest Amount" in line 4 thereof. The parties hereby acknowledge and agree that, when interpreting any provision or representation in this Agreement (other than this Annex) relating to tax matters, references to "payment under this Agreement" or any other words with a similar purport made in this Agreement (excluding this Annex) shall be deemed to exclude payment of the Interest Amount under this Annex." DEUTSCHE BANK AG SOUTHERN FINANCIAL, LLC By: By: Name: Name: Title: Title: Bv: Name: Title: This undersigned entity, which is an affiliate of Party A, is executing this Annex to evidence its agreement to Paragraph I3(g)(iv) hereof. DEUTSCHE BANK SECURITIES INC. By: Name: Title: CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105524 CONFIDENTIAL SONY GM_00251708 EFTA01450011