EFTA01456239.pdf

Deutsche Bank AG THE BOND MARKET ASSOCIATION ISMA The Bond Market Association International Securities Market Association New York • Washington • London Rigistrasse 60, P.O. Box 169, CH-8033 Zurich www.bondmarkets.com www.isma.org 2000 VERSION TBMA/ISMA GLOBAL MASTER REPURCHASE AGREEMENT Dated as of December 31,2014 Between: DEUTSCHE BANK AG ("Part• A") and SOUTHERN FINANCIAL LLC ("Party B") 1. Applicability (a) From time to time the parties hereto may enter into transactions in which one party, acting through a Designated Office, ("Seller") agrees to sell to the other, acting through a Designated Office. ("Buyer") securities and furincial instruments ("Securities") (subject to paragraph 1(c), other than equities and Net Paying Securities) against the payment of the purchase price by Buyer to Seller, with a simultaneous agreement by Buyer to sell to Seller Securities equivalent to such Securities at a date certain or on demand against the payment of the repurchase price by Seller to Buyer. (b) Each such transaction (which may be a repurchase transaction ("Repurchase Transaction") or a buy and sell back transaction ("Buy/Sell Back Transaction') shall be referred to herein as a "Transaction" and shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto. unless otherwise agreed in writing. (c) If this Agreement may be applied to — Buy/Sell Back Transactions, this shall be specified in Annex I hereto, and the provisions of the Buy/Sell Back Annex shall apply to such Buy/Sell Back Transactions: (ii) Net Paying Securities, this shall be specified in Annex I hereto and the provisions of Annex 1. paragraph 1(b) shall apply to Transactions involving Net Paying Securities. (d) If Transactions are to be effected under this Agreement by either party as an agent. this shall be specified in Annex I hereto. and the provisions of the Agency Annex shall apply to such Agency Transactions. 2. Definitions Confidential CONFIDENTIAL — PURSUANT TO FED. R CRIM. P. 6(e) DB-SONY-0115386 CONFIDENTIAL SDNY_GM_00261570 EFTA01456239