EFTA01282589

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/ document Certificate Pait Party 13 Pall) A and Party B 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.8BEN (or any successor Items thereto) An executed United States Internal Revenue Service Form W-9 (or any successor thereto) in relation to Party II and Southern Trust Company. Inc Any forms required by the governmental or tax authonties in the Relevant Jurisdictions to be delivered relating to transactions under this Agreement. including (cams required pursuant to section 1371(b) or section I472(b)( I ) of the Internal Revenue Coyle of 1986 or to any other domestic or international law or intergovernmental agreement which brings such sections into force in Date by vytkb to be delivered (i) Upon execution of this Agreement, (ii) promptly upon reasonable demand by Party D and (iii) promptly upon learning that any such form previously provided by Party A has became obsolete or incorrect Upun execution of this Agreement. 00 promptly upon reasonable demand by Party A and (iii) promptly upon learning that any such form 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 otherwise at the time or times reasonably requested by the other party, hut 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 SDNY_GM_00038123 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 deliver document FormiDoennvenV Certificate Date by which to be deli. ri ed Covered by Section 3(d) Retires ttttt ion: Party A and Party R Evidence of the authority. incumbency and specimen signature of each person Upon or prior to the exec-anon and delivery of this Agreement and, with Yes Marry It 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 cave 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, 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 A copy of the most recent annual report containing 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 respect to arty Confirmation upon request by the other PAM As of the execution of this Agicennent, or upon any material change in such documents Promptly after request by the other party Promptly after request by the other party Quarterly report within ten (10) business of uncniannhered cash and days after the end of the m.Pketable sccunties. relevant calendar quarter CONFIDENTIAL Yes Yes Yes Yes SDNY_GM_00038124 CONFIDENTIAL - PURSUANT TO FED R GRIM. P. 6(e) DB-SDNY-0000948 EF1'A_00 148733 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 satisfactory to Pasty A with Aptenent and any Credit respect to Party LS Support Document No" 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) "Tie II 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_00 148734 EFTA01282591 4 13. 'this 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 parties have executed this Amendment with effect from the date appearing in the first paragraph above. DE By: Name: By: Name: Date: AG astian Marcilesti ident Eduardo Waite Vice President By: Name: Date: 10 —!S CONFIDENTIAL SDNY_GM_00038126 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000950 EFTA_00148735 EFTA01282592