EFTA01282816

AMENDMENT AGREEMENT This AMENDMENT AGREEMENT ("Amendment") is dated as of October 12, 2015 and is made between DEUTSCHE BANK AG ("Party A") and SOUTHERN TRUST COMPANY, INC. ("Party Be). 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 panics agree as follows: 1. 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(agi), the documents to be delivered are: Party required to deliver Forrafflootineolf docorneat Certificate Pasty A Party Party A and Party B A properly executed United States Internal Revenue Service Form W-9 (or any, successor thereto), a United States Internal Revenue Service Fong W-RIMY and withholding statement with attached Form W-9 and a United States Internal Revenue Service Form W- ISBI:N (or any successor forms thereto) A properly executed tinned States Internal Revenue Service Form W-9 (or any successor thereto) Any forms required by the governmental or tax Authorities in the Relevant Jurisdictions to be delivered relating to transactions under this Agreement. including forms required pursuant to section 1471(b) Of section 14/2(b)(1) of the Internal Revenue Code of 1986 or to any other domestic or international law or intergovernmental agreement Much brings taste by which to be delivered 0) Upon execution of this Amesouni. (n) promptly upon reasonable demand by Party B and (nil promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect 0) Upon execution of this Agreement. (it) promptly upon reasonable demand by Party A and (tai) Promptly upon learning that any such form previously provided by Pasty B has become obsolete tar I0001TeCt On or before the date such forms arc presenbed by law to he supplied and otherwise at the time or times reasonably requested by the other party, but in no event betbre the form and content of such forms or other documentation arc made known by the IRS or Relevant Jurisdiction us authority CONFIDENTIAL SONY GSA 00038381 DB-SDNY-0001205 EFTA_00148990 CONFIDENTIAL - PURSUANT TO FED_ R GRIM. P 6(e) EFTA01282816 2 such sections into lister in the Relevant Junsthetions, as amended, and any other documentation reasonably requested by the other party as it relates thereto (b) For the purposes of Section maXii). 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 Party A and Part) B Party Party A Party If Party U Form/Document/ Certificate Evidence of the authority. incumbency and specimen signature of each person executing this Agreement or any Confirmation, Credit Support Document or other document entered into in connection with this Agreement on its behalf or oilvervase. as the case may be Its most recent Articles of Incorporation along with bylaos fir any) 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 party or its Credit Support Provider, if any, and such information respecting the condition or operations, financial or otherwise of such pat. Or its Credit Support Prouder. if am. as the other party ma) reasonably request from time to time A copy of the resolution of the Board of /tiny-ton of Party B approving the entering into or this Agreement and the transactions contemplated Date by which to be delivered Covered by Section SOB Representation: Upon or prior to the Yes execution and delivery of this Agreement and with respect to any Confirmation upon request by the other Party As 01 execution or this Agreement, or upon any material change in such documents Promptly after request by the other party Promptly after request M the other party Upon execution of dus Agreement CONFIDENTIAL Yes Yes Yes Yes SDNY_GM_0003.9382 DB-SDNY-0001206 EFTA_0014899 I CONFIDENTIAL - PURSUANT TO FED_ R GRIM. P. 6(e) EFTA01282817 3 hereby certified by an authonsed officer of Party II (as the ease may be) that such documents are in fill fence and effect Party B Quanerly report within ten (1O) business Yes of unencumbered cash and days after the end of the marketable securities relevant alendar quarter Party A and Party It A duly executed and delivered Upon execution of this Yes copy of the Credit Supped Agreenient Document Puny II A legal opinion in a form Upon execution of this No" satisfactory to Party A with Agreement and any Credit respect to Party B. Support Document 2. Paragraph 13(1)(iXA) 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 100.000.000." 3. Paragraph 13(IgiX1) 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 LIS( means USI) 100.000,000." 4. Paragraph I 3(IXiXII) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "((J) - Tier I Ceiling Untie' means USD 100.000.000.- 5. Paragraph 13(1)(iXE) 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 50.000,000." 6. Paragraph 13(1Xi XO) of the Credit Support Annex to the Schedule to the Agreement shall he 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. R. 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. SDNY_GM_00038383 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001207 EFTA_00 I 48992 EFTA01282818 4 10. Capitalised terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement. II. Each of the panics 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. 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. DEUTSC AG SOUT stian Marchese By: — By: Name: Vice President Name: By: do Waite By: Name: i = President Name: Date: . _ Date: 1 O _- _LS (5 CONFIDENTIAL SDNY_GM_00038384 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SONY-0001208 EFTA_00 148993 EFTA01282819