EFTA01360261

TBMA/ISMA GLOBAL MASTER REPURCHASE AGREEMENT (2000 VERSION) BUY/SELL BACK ANNEX Supplemental terms and conditions for Buy/Sell Back Transactions This Annex constitutes an Annex to the TBMA/ISMA Global Master Repurchase Agreement dated December 31,2014 between DEUTSCHE BANK AG and SOUTHERN FINANCIAL LW (the "Agreement'). 1. Scope (a) The parties have agreed that the Transactions to which this Agreement applies may include Buy/Sell Transactions. (b) In relation to Buy/Sell Back Transactions, the Agreement shall be construed as if it had been amended and supplemented as set out in paragraphs 3 to 5 of this Annex. 2. Interpretation (a) In this Annex - (i) "Accrued Interest", with respect to any Purchased Securities subject to a Buy/Sell Back Transaction, unpaid Income that has accrued during the period from (and including) the issue date or the last Income Payment Date (whichever is the later) in respect of such Purchased Securities to (but excluding) the date of calculation. For these purposes unpaid Income shall be deemed to accrue on a daily basis from (and including) the issue date or the last Income Payment Dale (as the case may be) to (but excluding) the next Income Payment Date or the maturity date (whichever is the earlier); (ii) "Sell Back Differentiar, with respect to any Buy/Sell Back Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Buy/Sell Back Transaction (on a 360 day basis or 365 day basis in accordance with the applicable ISMA convention, unless otherwise agreed between the parties for the Transaction) to the sum of (a) the Purchase Price and (b) Accrued Interest paid on the Purchase Date for such Transaction for the actual number of days during the period commencing on (and including) the Purchase Date for such Buy/Sell Back Transaction and ending on (but excluding) the date of calculation; (iii) "Sell Back Price". with respect to any Buy/Sell Back Transaction. means - (x) in relation to the date originally specified by the parties as the Repurchase Date pursuant to paragraph 3(bXiii) of the Agreement. the price agreed by the Parties in relation to that Buy/Sell Back Transaction. and (y) in any other case (including for the purposes of the application of paragraph 4 (margin maintenance) or paragraph 10 (Events of Default) of the Agreement). the product of the formula (P + Al +D) (IR + C), where - P the Purchase Price Al the amount, equal to Accrued Interest at the Purchase Date, paid under paragraph 3(f) of this Annex D the Sell Back Differential IR the amount of any income in respect of the Purchased Securities payable by the issuer on or. in the case of registered Securities, by reference to. any date failing between the Purchase Date and the Repurchase Date C the aggregate amount obtained by daily application of the Pricing Rate for such Buy/Sell Back Transaction to any such Income front (and including) the date of payment by the issuer to (but excluding) the date of calculation (b) References to "Repurchase Price" throughout the Agreement shall be construed as references to "Repurchase Price or the Sell Back Price. as the case may be". 32 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0048508 CONFIDENTIAL SDNY_GM_00194692 EFTA01360261