EFTA01282795.pdf

Execution Version
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Termination Agreement") dated as of December
7, 2016 (the "Termination Date") is entered into by and between Deutsche Bank AG ("Party A") and
Southern Trust Company, Inc. (the "Fund" or "Party B"). All capitalized terms used herein and not
otherwise defined shall have the meanings provided in the Master Agreement (defined below).
WITNESSETH:
WHEREAS, Party A and Party B are parties to an 1SDA Master Agreement, including the Schedule and
Credit Support Annex, dated as of October 28, 2013 (as amended, supplemented or modified from time
to time, and including any Confirmation, collectively the "Master Agreement"); and
WHEREAS, Party A and Party B wish to terminate the Master Agreement as herein provided effective as
of the Termination Date.
NOW, THEREFORE, for good and valuable consideration, the existence of which is hereby
acknowledged, the parties agree as follows:
1) Termination. The parties hereto agree that there are no Transactions outstanding under the Master
Agreement, that no obligations currently exist, and no payments are owed or will be owed by Party A
and Party B to each other or to any other party in connection with the termination of the Master
Agreement or otherwise. The parties further agree that there are no outstanding balances, liabilities or
assets in the name of Party A or Party B under the Master Agreement as of the Termination Date.
Accordingly, the parties hereby agree that the Master Agreement is hereby terminated as of the
Termination Date.
2) Waiver of Notice Period,. To the extent applicable, each party hereby waives its right to any notice or
notice period prior to termination.
3) Governing Law. This Termination Agreement will be governed by, and construed in accordance with,
the laws of the State of New York, without regard to its choice of law principles. The parties hereby
consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction
located in the Borough of Manhattan, New York City for the purposes of adjudicating any matter arising
from or in connection with this Agreement. THE PARTIES UNCONDITIONALLY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS TERMINATION
AGREEMENT.
4) Miscellaneous. This Termination Agreement may be executed in counterparts, each of which shall be
deemed an original instrument and all of which taken together shall constitute one and the same
agreement. Each party hereto shall become bound by this Termination Agreement immediately upon
such party's execution and delivery hereof and independently of the execution and delivery hereof by
the other parties hereto. The parties may sign and deliver this Termination Agreement by electronic
mail or facsimile transmission. The parties agree that the delivery of this Termination Agreement by
electronic mail or facsimile shall have the same force and effect as delivery of original signatures and
that each party may use such electronic mail or facsimile signatures as evidence of the execution and
delivery of this Termination Agreement by both parties to the same extent that an original signature
could be used.
[Signature Page Follows]
Confidential
SDNY_GM_00038329
CONFIDENTIAL
CONFIDENTIAL — PURSUANT TO FED R. CRIM. P. 6(e) DB-SONY-0001153
EFTA_00148938
EFTA01282795

Execution Version
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment
Agreement to be duly executed and delivered as of the Termination Date.
SOUTH ST COMPANY
By:
Name: P4 i9_e E.,‘
Title:
DEUTSCIIE BANK A
By:
Name:
Title: Eduardo Waite
1
e Pre ident
SeLastian Mart iese
Vice President
Confidential
SDNY_GM_00038330
CONFIDENTIAL
CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SONY-0001154
EFTA_00 148939
EFTA01282796