EFTA01282589.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 ("Pasty B"). 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 panics agree to amend certain terms and provisions of the Agreement; In consideration of the mutual agreements contained in this Amendment, the panics agree as follows: 1. Pan 3 of the Schedule to the Agreement is hereby deleted in entirety and replaced as follows: "Pan 3. Agreement to Deliver Documents. (a) For the purpose of Section 4(aRi). the documents to he delivered are: Party required to deliver Fora/Doemitscat/ Date by vytkb to be document Certificate delivered Pait A properly executed a (i) Upon execution of this United States Internal Agreement, (ii) promptly Revenue Service Form W.9 upon reasonable demand by (or any successor thereto), a Party D and (iii) promptly United States Internal upon learning that any such Revenue Service Form W- form previously provided by SIMY and withholding Party A has became obsolete statement with attached or incorrect Form W-9 and a United States Internal Revenue Service Form W.8BEN (or any successor Items thereto) Party 13 An executed United States Upun execution of this Internal Revenue Service Agreement. 00 promptly Form W-9 (or any upon reasonable demand by successor thereto) in Party A and (iii) promptly relation to Party II and upon learning that any such Southern Trust Company. form previously provided by Inc Party B has become obsolete or incorrect Pall) A and Party B 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 otherwise Jurisdictions to be delivered at the time or times relating to transactions reasonably requested by the under this Agreement. other party, hut in no event including (cams required before the form and content pursuant to section 1371(b) of such forms or other or section I472(b)( I ) of the documentation are made Internal Revenue Coyle of known by the IRS or 1986 or to any other Relevant Jurisdiction tax domestic or international authority law or intergovernmental agreement which brings such sections into force in SDNY_GM_00038123 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED R GRIM. P. 6(e) DB-SDNY-0000947 EFTA 00148732 EFTA01282589  2 the Relevant Jurisdictions. art amended, and any other documentation reasonably requested by the other party as it relates thereto (b) Fur 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 FormiDoennvenV Date by which to be Covered by Section 3(d) deliver document Certificate deli. ri ed Retiresttttt ion: Party A and Evidence of the authority. Upon or prior to the Yes Party R incumbency and specimen exec-anon and delivery of signature of each person this Agreement and, with executing this Agreement or respect to arty Confirmation any Confirmation, Credit upon request by the other Support Document or other PAM document entered into in connection with this Agreement on its behalf or otherwise, as the cave may be. Marry It Its most recent Certificate of As of the execution of this Yes Formation and Operating Agicennent, or 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, if any, and such other public 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 time Party B A copy of the most recent Promptly after request by the Yes annual report containing other party consolidated financial statements of such pony 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 time Party B Quarterly report within ten (10) business Yes of uncniannhered cash and days after the end of the m.Pketable sccunties. relevant calendar quarter SDNY_GM_00038124 CONFIDENTIAL DB-SDNY-0000948 CONFIDENTIAL - PURSUANT TO FED R GRIM. P. 6(e) EF1'A_00148733 EFTA01282590  3 Party A and Pany II A duly executed and delivered As of execution of this Yes copy or the Credit Support Agreement. Document Party R A legal opinion in a form Upon execution of this No" satisfactory to Pasty A with Aptenent and any Credit respect to Party LS Support 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 Limit" means USD 100,000.0007 3. Polygraph 13(Igigl) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(I) "TieII Ceiling Limit means USD 100,000,0007 4. Paragraph 13(1)(iX11) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(11) "77a / Ceiling Limir means USD 100,000,0007 5. Paragraph 13(IXigE) of the Credit Support Annex to the Schedule to the .\greement shall be deleted in its entirety and replaced with the following: "(E) "77es III Ceiling Limit means USD 50,000,0007 6. Paragraph i3(IXiXO) of the Credit Support Annex to the Schedule to the \grcement shall tc deleted in its entirety and replaced with the following: "(O) "Tier IV Ceiling Limit means USD 50,000.000." 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 tents used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement. II. 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. SDNY_GM_00038125 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0000949 EFTA_00148734 EFTA01282591  4 13. 'this 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 parties have executed this Amendment with effect from the date appearing in the first paragraph above. DE AG astian Marcilesti By: Name: ident By: By: Name: Name: Date: Eduardo Waite Date: 10 —!S Vice President SDNY_GM_00038126 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000950 EFTA_00148735 EFTA01282592