EUREX

5.1
5.1.1

5.2

Agreement shall constitute Special Provisions to the extent they relate to the granting of
powers of attorney, the granting of margin or the creation of security interests.

[If the Third-Party CM Account Holder is not a party to a Clearing Agreement with Eurex
Clearing AG, Eurex Clearing AG will also notify the Third-Party CM Account Holder of any
amendments to this Agreement that shall be made pursuant to Chapter | Part 1

Number 17.2 of the Clearing Conditions, applied mutatis mutandis, as well as of any
amendments that shall be made to Chapter | Part 1 Number 17.2 of the Clearing
Conditions. The Third-Party CM Account Holder confirms to be familiar, and undertakes
to familiarise itself, with the Referenced Conditions (as may be amended from time to
time). If the Third-Party CM Account Holder objects to an amendment to this Agreement
made pursuant to Chapter | Part 1 Number 17.2 of the Clearing Conditions (applied
mutatis mutandis) or to an amendment to Chapter | Part 1 Number 17.2 of the Clearing
Conditions, this shall constitute a Termination Event with respect to the Clearing
Member.]

In addition, the Agreement may be amended at any time by written agreement between
Eurex Clearing AG[, the Third-Party CM Account Holder] and the Clearing Member.

Governing Law; Jurisdiction, Place of Performance; Severability Clause

Governing Law

This Agreement is governed by the substantive laws (Sachrecht), excluding German
private international law, of the Federal Republic of Germany, provided that the transfer
as such of securities pursuant to Clause 2.2 to 2.7 to an account with CBL shall be
governed only by the laws of the Grand-Duchy of Luxembourg.

Any non-contractual rights and obligations arising out of or in connection with this
Agreement shall also be governed by the substantive laws (Sachrecht), excluding
German private international law, of the Federal Republic of Germany.

Jurisdiction

The courts in Frankfurt am Main, Federal Republic of Germany shall have exclusive
jurisdiction (ausschlieBlicher Gerichtsstand) over any action or other legal proceedings
arising out of or in connection with this Agreement, provided that the courts of the City of
Luxembourg (Grand Duchy of Luxembourg) shall have exclusive jurisdiction over any
action or other legal proceedings specifically relating to the transfer as such of securities
pursuant to this Agreement that is governed by the laws of the Grand-Duchy of

Luxembourg.

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“ » fe. ing.

(32) | The Third-Party CM Account Holder hereby, where the relevant account to which
the relevant Securities are transferred is also an account with CBF:

(i) assigns its claim for surrender (Herausgabeanspruch) against CBF to the
Clearing Member with respect to the securities that qualify as German
bearer instruments (/nhaberwertpapiere) or German instruments payable
to order (Orderinstrumente) that are held or will be held in collective safe
custody (Girosammelverwahrung) with CBF and are or will be credited to
the relevant securities account or sub-account of the Third-Party CM
Account Holder_+ ill be subject to-the-rel ClaimJD

ofthe Third-Party GM Account Helder} set out in Clause 2.1.1;

(ii) undertakes to instruct (substantially in the form set out in Schedule 1
hereto), without undue delay, CBF to (a) establish a bailment (Begriin-
dung eines Besitzmittlungsverhdaltnisses) with Eurex Clearing AG in
respect of the securities that qualify as German bearer instruments
(Inhaberwertpapiere) or German instruments payable to order
(Orderinstrumente) that are held or will be held in collective safe custody
(Girosammelverwahrung) with CBF and that are or will be credited to the
relevant securities account or sub-account of the Third-Party CM Account
Holder ¢ il be-subject-to the relevant X Claim-1D-of-th:
Third-Party CM Account Holder} set out in Clause 2.1.1, (b) change its
bailment intention (Besitzmittlungswillen) accordingly and (c)
appropriately record such change of its bailment intention; and

(iii) grants the Clearing Member an in rem authorisation (Verftigungsermach-
tigung) to effect the fulHtitle transfer in favour of Eurex Clearing AG of the
securities in the form of book-entries (Gutschriften in Wertpapierrech-
nung) that are or will be credited to the relevant securities account or
sub-account of the Third-Party CM Account Holder (orarorwillbe

Holder)-set out in Clause 2. and acknowledges and consents to CBF
establishing book-entries (Gutschriften in Wertpapierrechnung) with
respect to the relevant securities in favour of Eurex Clearing AG and
holding the securities in the form of book-entries after the fulLtitle transfer
becoming effective on trust solely for Eurex Clearing AG;

(iv) undertakes to promptly notify CBF of the conclusion of this Agreement
and the fulHtitle transfer hereunder (substantially in the form set out in
Schedule 1 hereto); and

(v) authorises (ermachtigt und bevollmachtigt) the Clearing Member to take
all actions (including, without limitation, to make any notifications) and
receive all declarations that the Clearing Member considers necessary or
expedient to effect the fulttitle transfer of securities that are or will be
credit to the relevant securities account or sub-account of the Third-Party

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WHEREAS:

(A)

(B)

(Cc)

The Clearing Member and Eurex Clearing AG have entered or will enter into a Clearing
Agreement in the form as appended to the Clearing Conditions as Appendix 1 (as the same
may have been or will be amended from time to time, the “Clearing Agreement”).

The Clearing Member intends to post Securities collateral by way of fulHtitle transfer to Eurex
Clearing AG to the extent required or allowed by the Clearing Conditions. This includes the
posting of Securities collateral to make up a shortfall of own funds, equivalent regulatory capital
or assets under management, the provision of Securities as Contributions to the Default Fund
and the provision of Securities as Margin in accordance with the Individual Segregated Account
Provisions.

Subject to compliance with applicable laws, the limitations set out in the Clearing Conditions
and the provisions of this Agreement, the Securities which are to be transferred to Eurex
Clearing AG by way of fulttitle transfer are credited to a-one or more specific accounts_or sub-
accounts (with Clearstream Banking AG, Frankfurt am Main (“CBF”) and/or with Clearstream
Banking S.A. ("CBL"), as specified hereinafter) held [(i) by the Third-Party CM Account Holder
with Clearstream Banking AG. Frankfurt am Main-“CBF”) and/or with CBL or (ii)], where the title
transfer shall occur without transferring the relevant securities out of the relevant account or
sub-account, by the Clearing Member with CBL.; and-Tthis Agreement shall enly-be-applicable
apply to the scenarios set out in the preceding sentencethis-situation;; ilf Securities are to be
provided to Eurex Clearing by fulttitle transfer, and the Securities are held on an account by the
Clearing Member itself (other than under the circumstances referred to in item (ii) of the
preceding sentence), this shall not be covered by the scope of application of this Agreement
and instead it shall be governed solely by the provisions of the Clearing Conditions.

NOW THEREFORE, the Parties agree as follows:

24

Clearing Conditions

This Agreement incorporates by reference the Clearing Conditions (including all rules and
conditions which are incorporated by reference therein (the “Referenced Conditions”))
as amended from time to time. The Clearing Conditions may be viewed and printed out
via internet on the Eurex Clearing Website. The Referenced Conditions may be obtained
from Eurex Clearing AG upon request.

Unless the context requires otherwise, terms used but not defined in this Agreement shall
have the meaning given to them in the Clearing Conditions.

Transfer of Ownership

Securities Accounts

Each of the following securities accounts or sub-accounts [of the Third-Party CM Account
Holder or] of the Clearing Member for which account details are provided below have
been established:

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(a)

(b)

(c)

(d)

(e)

(g)

(h)

it has the power to enter into_deliverand perform this Agreement and perform
its obligations thereunder, and any other documentation relating to this
Agreement to which it is a party and has taken all necessary action to authorise
such execution,delivery and performance;

its entry into-delivery and performance of this Agreement and any other
documentation relating to this Agreement to which it is a party do not conflict
with any law or regulation applicable to it, any provision of its constitutional
documents, any order or judgment of any court or other agency of government
applicable to it or any of its assets or any agreement or instrument by which it is
bound or which affects any of its assets;

it has all governmental and other consents that are required to have been
obtained by it with respect to its entry into and performance of this Agreement
and are in full force and effect and all conditions of any such consents have
been complied with;

no order has been made or applied for or resolution passed for the suspension
of payments or dissolution, termination of existence, liquidation, winding-up,
bankruptcy, insolvency, judicial management or curatorship, in each case, with
respect to it;

no moratorium in respect of all or any debts or a composition or an arrangement
with creditors or any similar proceeding or arrangement by which its assets are
submitted to the control of its creditors is ordered, declared or applied for, in
each case, with respect to it;

no liquidator, trustee, administrator, receiver or similar officer has been
appointed in respect of it or in respect of all or a substantial part of its assets;

it is able to pay its debts as and when they fall due, will not become unable to
pay its debts as a consequence of entering into this Agreement; and

no event has occurred or circumstance arisen with respect to it which, had the
Parties already entered into this Agreement, might (whether or not with the
giving of notice and/or the passage of time and/or the fulfilment of any other
requirement) constitute a Termination Event or Insolvency Termination Event
with respect to the Clearing Member.

3.2 [Representations of the Third-Party CM Account Holder

The Third-Party CM Account Holder represents and warrants by way of an independent
guarantee and irrespective of fault (se/bstaéndiges, verschuldensunabhangiges Garantie-
versprechen) to Eurex Clearing AG that,

(i) at the time immediately prior-tebefore a title transfer set out or referred to in
Clause 2.2 to 2.7 takes place, it is not the owner of the relevant securities;
(ii) at the time it enters into this Agreement:
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Capital Accounts or German Cmax Title Transfer Company Capital Accounts te-Eurex

Clearing AG by fatransferofallightstitle and interest in accordance with, and for

the security purpose set out in, Chapter | Part 1 Number 2.1.2 (3) (d) of the Clearing
Conditions.

2.2.23

Provision of Securities as Contribution to the Default Fund

If one or more German Title Transfer Default Fund Accounts and/or German Cmax Title
Transfer Default Fund Accounts have been established pursuant to Clause 2.1 in order to
provide Contributions to the Default Fund in Securities accepted by Eurex Clearing AG
pursuant to Chapter | Part 1 Number 6.1.2 (1) of the Clearing Conditions, the Clearing
Member hereby transfers to Eurex Clearing AG (and Eurex Clearing AG hereby accepts)
ownership in such-all Securities that are or will be credited to such German Title Transfer
Default Fund Accounts and/or German Cmax Title Transfer Default Fund Accounts to
Eurex-Glearing AG-by way of a transfer of all rights, title and interest in respect of such
Securities to Eurex Clearing AG in accordance with Chapter | Part 1 Number 6.1.2 (1) of
the Clearing Conditions.

2.2.35

Provision of Securities as Margin under the Individual Segregated Account
Provisions

If one or more German ISA Title Transfer Accounts and/or German Cmax ISA Title
Transfer Accounts have been established pursuant to Clause 2.1 in order to provide
Securities as Margin in accordance with Chapter | Part 4 Number 6.3.2.3 of the Clearing
Conditions, the Clearing Member hereby transfers to Eurex Clearing AG (and Eurex
Clearing AG hereby accepts) ownership in su¢h-all Securities that are or will be credited

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(each account with CBF in Xemae-Cmax specified (if any) under (v) a “German
Xemac-Cmax Title Transfer Default Fund Account” for the purposes of
providing Securities collateral as Contributions to the Default Fund.)

(vi) Cascade and/or CBF Int 6-series Company Capital Account/Sub-Account
number(s) Xemac-Glaim-1D-of the Third-Party CM Account Holder_in Cmax:

a

(each account with CBF in Xemac-Cmax specified (if any) under (vi) a “Xemac.
German Cmax ISA Title Transfer Account’ for the purposes of granting Margin
for ISA Transactions.)]

[2.1.2 Luxembourg Securities Accounts of the Third-Party CM Account Holder

The following securities account(s) of the Third-Party CM Account Holder with CBL under
Luxembourg law:

i) Creation Securities Account number(s) of the Third-Party CM Account Holder:

(each account (if any) specified under (i) a “Luxembourg Title Transfer Company
Capital Account’ for the purposes of holding Securities collateral transferred to
make up a shortfall of own funds, equivalent regulatory capital or assets under
management for a Clearing License.)

(ii)___ Creation Securities Account number(s) of the Third-Party CM Account Holder:

(each account (if any) specified under (ii) a ‘Luxembourg Title Transfer Default
Fund Account” for the purposes of holding Securities collateral transferred as
Contributions to the Default Fund.)

(iii) ___ Creation Securities Account number(s) of the Third-Party CM Account Holder:

(each account (if any) specified under (iii) a “Luxembourg ISA Title Transfer
Account’ for the purposes of holding Margin transferred for ISA Transactions.)

(iv) Creation Securities Account number(s) of the Third-Party CM Account Holder in
Cmax:

(each account with CBL in Cmax specified (if any) under (iv) a “Luxembourg
Cmax Title Transfer Company Capital Account” for the purposes of holding

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4 Amendments; Execution of this Agreement

This Agreement shall be amended pursuant to Chapter | Part 1 Number 17.2 of the
Clearing Conditions, applied mutatis mutandis. For this purpose, the provisions in this

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2.2

(iv) Creation Securities Account number(s) of the Clearing Member in Cmax:

(each account with CBL in CmaX specified (if any) under (iv) a “Luxembourg CG
Cmax Title Transfer Company Capital Account” for the purposes of providing
Securities collateral to make up a shortfall of own funds, equivalent regulatory
capital or assets under management for a Clearing License.)

(v)__ Creation Securities Account number(s) of the Clearing Member in Cmax:

(each account with CBL in Cmax specified (if any) under (v) a “Luxembourg CG
Cmax Title Transfer Default Fund Account” for the purposes of providing
Securities collateral as Contributions to the Default Fund.)

(vi) Creation Securities Account number(s) of the Clearing Member in Cmax:

(each account with CBL in Cmax specified (if any) under (vi) a ‘Luxembourg CG
Cmax ISA Title Transfer Account” for the purposes of granting Margin for ISA

Transactions.

Transfer of Ownership of Securities_ credited to accounts with CBF

For the avoidance of doubt, any transfer of ownership of securities in this Clause 2.2
includes, if the relevant account listed in Clause 2.1 is an account with CBF, securities in
the form of book-entries (Gutschriften in Wertpapierrechnung).

As a result of a transfer of ownership pursuant to this Clause 2.2 Eurex Clearing AG shall

2.2.41

have sole rights in respect of the operation of the relevant account(s) and may for these
purposes effect all transfers in and out of such account(s) as owner of the securities
credited thereto. Eurex Clearing AG may exercise all rights related to or deriving from the
securities credited to such account(s). With respect to any such account(s) in CmaX such
rights will be exercised in accordance with the related collateral management service

arrangements.

Provision of Securities to make up a Shortfall of Insufficient Own Funds,
Equivalent Regulatory Capital or Assets Under Management

—If one or more German Title Transfer Company Capital Accounts or German Cmax Title
Transfer Company Capital Accounts have been established pursuant to Clause 2.1 in
order to provide Securities collateral pursuant to Chapter | Part 1 Number 2.1.2 (3) (d) of
the Clearing Conditions to make up a shortfall of own funds, equivalent regulatory capital
or assets under management for a Clearing License, the Clearing Member hereby
transfers to Eurex Clearing AG (and Eurex Clearing AG hereby accepts) ownership in all
suchSecurities that are or will be credited to such German Title Transfer Company

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Appendix 14 to the Clearing Conditions of Eurex Clearing AG:

FultTitle Transfer Agreement

relating to the transfer of ownership of Securities to Eurex Clearing AG

by using securities accounts of a third party_and/or certain securities
accounts of the Clearing Member

As of 24.10.2022

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Securities accepted by Eurex Clearing AG pursuant to Chapter | Part 1

Number 6.1.2 (1) of the Clearing Conditions, the Clearing Member hereby
transfers to Eurex Clearing AG (and Eurex Clearing AG hereby accepts)
ownership in all Securities that are or will be credited to such Luxembourg Title
Transfer Default Fund Accounts and/or Luxembourg CG Title Transfer Default
Fund Accounts by way of a transfer of all rights, title and interest in respect of
such Securities to Eurex Clearing AG in accordance with, and for the securit
purpose set out in, Chapter | Part 1 Number 6.1.2 (1) of the Clearing Conditions.

If one or more Luxembourg Cmax Title Transfer Default Fund Accounts and/or

Luxembourg CG Cmax Title Transfer Default Fund Accounts have been
established pursuant to Clause 2.1 in order to provide Contributions to the Default
Fund in Securities accepted by Eurex Clearing AG pursuant to Chapter | Part 1
Number 6.1.2 (1) of the Clearing Conditions, the Clearing Member hereby
transfers (and Eurex Clearing AG hereby accepts) ownership in all Securities that
are or will be credited to such Luxembourg Cmax Title Transfer Default Fund
Accounts and/or Luxembourg CG Cmax Title Transfer Default Fund Accounts by
way of a transfer of all rights, title and interest in respect of such Securities to
Eurex Clearing AG in accordance with, and for the security purpose set out in
Chapter | Part 1 Number 6.1.2 (1) of the Clearing Conditions.

2.3.3 Provision of Securities as Margin under the Individual Segregated Account

Provisions

(1)

If one or more Luxembourg ISA Title Transfer Accounts and/or Luxembourg CG

(2)

ISA Title Transfer Accounts have been established pursuant to Clause 2.1 in
order to provide Securities as Margin in accordance with Chapter | Part 4
Number 6.3.2.3 of the Clearing Conditions, the Clearing Member hereby transfers
(and Eurex Clearing AG hereby accepts) ownership in all Securities that are or
will be credited to such Luxembourg ISA Title Transfer Accounts and/or
Luxembourg CG ISA Title Transfer Accounts by way of a transfer of all rights, title
and interest in respect of such Securities to Eurex Clearing AG in accordance
with, and for the security purpose set out in, Chapter | Part 4 Number 6.3.2.3 (1)
= (4) of the Clearing Conditions.

If one or more Luxembourg Cmax ISA Title Transfer Accounts and/or

Luxembourg CG Cmax ISA Title Transfer Accounts have been established
pursuant to Clause 2.1 in order to provide Securities as Margin in accordance
with Chapter | Part 4 Number 6.3.2.3 of the Clearing Conditions, the Clearing
Member hereby transfers (and Eurex Clearing AG hereby accepts) ownership in
all Securities that are or will be credited to such Luxembourg CmaxX ISA Title
Transfer Accounts and/or Luxembourg CG Cmax ISA Title Transfer Accounts by
way of a transfer of all rights, title and interest in respect of such Securities to
Eurex Clearing AG in accordance with, and for the security purpose set out in.
Chapter | Part 4 Number 6.3.2.3 (1) — (4) of the Clearing Conditions.

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to such German Title Transfer Default Fund Accounts and/or German Cmax Title

Transfer Default Fund Accounts te-Eurex-Clearing AG-by way of a transfer of all rights,
title and interest in respect of such Securities to Eurex Clearing AG in accordance with
Chapter | Part 4 Number 6.3.2.3 (1) — (4) of the Clearing Conditions.

2.3 Transfer of Ownership of Securities credited to accounts with CBL

2.3.1 Provision of Securities to make up a Shortfall of Insufficient Own Funds,

Equivalent Regulatory Capital or Assets Under Management

(4)

If one or more Luxembourg Title Transfer Company Capital Accounts and/or

(2)

Luxembourg CG Title Transfer Company Capital Accounts have been established
pursuant to Clause 2.1 in order to provide Securities collateral pursuant to
Chapter | Part 1 Number 2.1.2 (3) (d) of the Clearing Conditions to make up a
shortfall of own funds, equivalent regulatory capital or assets under management
for a Clearing License, the Clearing Member hereby transfers to Eurex Clearing
AG (and Eurex Clearing AG hereby accepts) ownership in all Securities that are
or will be credited to such Luxembourg Title Transfer Company Capital Accounts
and/or Luxembourg CG Title Transfer Company Capital Accounts in accordance
with, and for the security purpose set out in, Chapter | Part 1 Number 2.1.2 (3) (d)
of the Clearing Conditions.

If one or more Luxembourg Cmax Title Transfer Company Capital Accounts

and/or Luxembourg CG Cmax Title Transfer Company Capital Accounts have
been established pursuant to Clause 2.1 in order to provide Securities collateral
pursuant to Chapter | Part 1 Number 2.1.2 (3) (d) of the Clearing Conditions to
make up a shortfall of own funds, equivalent regulatory capital or assets under
management for a Clearing License, the Clearing Member hereby transfers to
Eurex Clearing AG (and Eurex Clearing AG hereby accepts) ownership in all
Securities that are or will be credited to such Luxembourg Cmax Title Transfer
Company Capital Accounts and/or Luxembourg CG Cmax Title Transfer
Company Capital Accounts in accordance with, and for the security purpose set
out in, Chapter | Part 1 Number 2.1.2 (3) (d) of the Clearing Conditions.

2.3.2 Provision of Securities as Contribution to the Default Fund

(4)

If one or more Luxembourg Title Transfer Default Fund Accounts and/or

Luxembourg CG Title Transfer Default Fund Accounts have been established
pursuant to Clause 2.1 in order to provide Contributions to the Default Fund in

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Securities collateral transferred to make up a shortfall of own funds, equivalent
regulatory capital or assets under management for a Clearing License.)

(v) Creation Securities Account number(s) of the Third-Party CM Account Holder in
Cmax:

(each account with CBL in Cmax specified (if any) under (v) a “Luxembourg
Cmax Title Transfer Default Fund Account” for the purposes of holding

Securities collateral transferred as Contributions to the Default Fund.

(vi) Creation Securities Account number(s) of the Third-Party CM Account Holder in
Cmax:

(each account with CBL in Cmax specified (if any) under (vi) a “Luxembourg
Cmax ISA Title Transfer Account” for the purposes of holding Margin transferred

for ISA Transactions.

2.1.3 Luxembourg Securities Accounts of the Clearing Member

The following securities account(s) of the Clearing Member with CBL under Luxembourg
Jaw:

(i) Creation Securities Account number(s) of the Clearing Member:

(each account (if any) specified under (i) a “Luxembourg CG Title Transfer
Company Capital Account’ for the purposes of providing Securities collateral to
make up a shortfall of own funds, equivalent regulatory capital or assets under
management for a Clearing License.)

(ii) __ Creation Securities Account number(s) of the Clearing Member:

(each account (if any) specified under (ii) a ‘Luxembourg CG Title Transfer
Default Fund Account” for the purposes of providing Securities collateral as
Contributions to the Default Fund.)

(iii) Creation Securities Account number(s) of the Clearing Member:

(each account (if any) specified under (iii) a “Luxembourg CG ISA Title Transfer
Account’ for the purposes of granting Margin for ISA Transactions.)

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requires otherwise, terms used in this Agreement shall have the meaning given to them in the Clearing
Conditions of Eurex Clearing AG (the “Clearing Conditions’).

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CM Account Holder (er are-or-will be -subject to-a Xemac ClaimtD-ofthe
Fhird-Party-GM Account Holder)-set out in Clause 2.1.1.

(43) | Eurex Clearing AG accepts any assignment referred to in Paragraph (1) (ii) and
(iv) in advance.

2.5 Common provisions for title transfers of securities from accounts with CBL to
accounts with CBL

For the purpose of the title transfers pursuant to Clause 2.3:

(i) where the relevant account to which the relevant Securities are transferred is an
account held by the Third-Party CM Account Holder with CBL, in accordance with
Clause 2.1.2

(a) the Clearing Member hereby transfers to Eurex Clearing AG all rights in, title
to and claims over, the Securities recorded to such account from time to
time, as security (transfert de propriété a titre de garantie within the meaning
of articles 13 and following of the Luxembourg law of 5 August 2005 on
financial collateral arrangements, as amended (the “Luxembourg law on
financial collateral arrangements")) for the security purposes set out in
Clause 2.3;

(b) Eurex Clearing AG hereby accepts all rights in, title to and claims over, the
Securities recorded to such account from to time to time, as security
(transfert de propriété a titre de garantie) for the security purposes set out in
Clause 2.3, and accepts to re-transfer to the Clearing Member all rights in
title to and claims over, the Securities (or equivalent securities thereof) on
full and unconditional satisfaction by the Clearing Member of all its
obligations deriving from, or related to, the security purposes set out in
Clause 2.3;

(c) the Third-Party CM Account Holder, as Third-Party CM Account Holder
(‘tiers convenu” within the meaning of article 14 of the Luxembourg law on
financial collateral arrangements) hereby (i) acknowledges the title transfer
collateral arrangement created by the Clearing Member in favour of Eurex
Clearing AG over the Securities recorded from time to time to the credit of
the Third-Party CM Account Holder's relevant account identified in Clause
2.1.2 and (ii) agrees to hold such Securities from time to time standing to the
credit of the Third-Party CM Account Holder's relevant account identified in
Clause 2.1.2 for the benefit of Eurex Clearing AG, as owner of the
Securities, in accordance with items (a) and (b) above;

(d) for all purposes required for the perfection of the title transfer collateral
arrangement with respect to a Luxembourg Title Transfer Company Capital
Account, Luxembourg Title Transfer Default Fund Account and Luxembourg
ISA Title Transfer Account, the Third-Party CM Account Holder hereby
undertakes to inform CBL (substantially in the form set out in Schedule 2
hereto) that the relevant account identified in Clause 2.1.2 is an account

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Agreement, inform CBL (substantially in the form set out in Schedule 4
hereto) that the relevant account identified in Clause 2.1.3 is an account
holding Securities belonging to Eurex Clearing AG and (2) ensure that CBL
designates in its books that such Securities from time to time recorded to
such account belong to Eurex Clearing AG. The Clearing Member shall
ensure that CBL returns a duly acknowledged version of the notice served
on it to Eurex Clearing AG.

(e) the Clearing Member hereby accepts to issue a power of attorney in such
format required by CBL to allow Eurex Clearing AG to solely operate the
relevant account identified in Clause 2.1.3 in accordance with its right to use
the Securities pursuant to items (a) and (b) above.

2.6 Common provisions for title transfers of securities from accounts with CBL to
accounts with CBF

With respect to any transfers of securities pursuant to Clause 2.3 from an account with
CBL to an account with CBF, the provisions of Clause 2.4 shall apply mutatis mutandis.

2.7 Common provisions for title transfers of securities from accounts with CBF to
accounts with CBL

With respect to any transfers of securities pursuant to Clause 2.2 from an account with
CBF to an account with CBL, the provisions of Clause 2.5 shall apply mutatis mutandis.

3 Representations

3.1 Representations of the Clearing Member

The Clearing Member represents and warrants by way of an independent guarantee and
irrespective of fault (selbstandiges, verschuldensunabhangiges Garantieversprechen) to
Eurex Clearing AG that

(i) at the time immediately priortobefore a title transfer set out or referred to in
Clause 2.2 to 2.7 takes place,

(a) it is the owner of the relevant securities or otherwise entitled or authorised to
transfer the ownership of the relevant securities to Eurex Clearing AG and that
such securities are free from any liens, encumbrances, charges or other rights or
claims of third parties, except for any rights and claims arising pursuant to the
standard business terms of any CSD or as a matter of law, and upon any such
transfer, Eurex Clearing AG will receive all right, title and interest in the relevant
securities free and clear of any such liens, encumbrances, charges or other
rights and claims, except for any rights and claims arising pursuant to the
standard business terms of any CSD or as a matter of law;

(b) the Third-Party CM Account Holder is not the owner of the relevant securities;
(ii) at the time it enters into this Agreement:

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This agreement (the “Agreement”) is dated the last date set out on the signature page hereof and
entered into

BETWEEN:

(1)

legal name

acting through / o having its (a registered) office at

as Clearing Member (the “Clearing Member”); and

(2) Eurex Clearing Aktiengesellschaft, a stock company (Aktiengesellschaft)
incorporated under the laws of the Federal Republic of Germany, registered in the
commercial register of the local court (Amtsgericht) in Frankfurt am Main under
HRB 44828 and having its registered office at Mergenthalerallee 61,

65760 Eschborn, Federal Republic of Germany (“Eurex Clearing AG”)[.]' [; and]

[()

legal name

c acting through / o having its (0 registered) office at

As third-party account holder designated by the Clearing Member -in accordance
with this Agreement (the “Third-Party CM Account Holder”)]?

The Clearing Member[,][ and] Eurex Clearing AG [and the Third-Party CM Account Holder] are
hereinafter also referred to as the “Parties” and each of them as a “Party”. Unless the context

1 Text in square brackets marked in grey [ | shall apply if the title transfers only relate to accounts/sub-accounts held by

the Clearing Member.

2 Text in square brackets (or otherwise) marked in blue shall apply if the title transfers relate to one or more (sub-
Jaccount(s) held by a Third-Party CM Account Holder in accordance with Chapter | Part 1 Number 3.6 of the Clearing
Conditions.

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AMENDMENTS ARE MARKED AS FOLLOWS:
INSERTIONS ARE UNDERLINED,

DELETIONS ARE CROSSED OUT.

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2.247 Common provisions for each-of the full title transfers of securities from accounts
with CBF to accounts with CBFbeing-carried-out-p t-to Number-2,2:4—2,2.8

(1) For the purpose of each-of the fulttitle transfers bering-carried-out pursuant to
Clauses 2.24+—22.8, the Clearing Member hereby, where the relevant account
to which the relevant Securities are transferred is also an account with CBF:

(i) accepts any assignment referred to in Paragraph (32) (i) in advance; and

(ii) assigns the claim of the Third-Party CM Account Holder for surrender
(Herausgabeanspruch) of the relevant securities (that are the subject of the
relevant futtitle transfer) against CBF — that the Third-Party CM Account
Holder has assigned to the Clearing Member pursuant to Paragraph (23) (i)
— to Eurex Clearing AG;_and

(iii) | undertakes to instruct (substantially in the form set out in Schedule 1
hereto), without undue delay, CBF to (a) establish a bailment (Begrtindung
eines Besitzmittlungsverhaltnisses) with Eurex Clearing AG in respect of
the securities that qualify as German bearer instruments
(Inhaberwertpapiere) or German instruments payable to order
(Orderinstrumente) that are held or will be held in collective safe custody
(Girosammelverwahrung) with CBF and that are or will be credited to the
relevant securities account or sub-account of the Third-I -Party CM Account

Third-Party CM Account Holder) set out in Clause 2.1.1, (b) change its
bailment intention (Besitzmittlungswillen) accordingly and (c) appropriately

record such change of its bailment intention;_and

(iv) effects — based on the in rem authorisation (Verfligungsermachtigung)
granted by the Third-Party CM Account Holder pursuant to Paragraph
(32) (iii) — the fulHfulHtitle transfer in favour of Eurex Clearing AG of the
securities in the form of book-entries (Gutschriften in Wertpapierrechnung)
that are or will be credited to the relevant securities account or sub-account
of the Third-| ¢Party cM Account Holder for ar or willbe subjectto the
A set out in
Clause 2.1.1 by assigning the delivery claim (Lieferenspruch) against CBF
to Eurex Clearing AG and by instructing CBF to establish book-entries
(Gutschriften in Wertpapierrechnung) with respect to the relevant securities
in favour of Eurex Clearing AG and to hold the securities in the form of
book-entries after the fulHtitle transfer becoming effective on trust solely for
Eurex Clearing AG; and

(v) undertakes to promptly notify CBF of the conclusion of this Agreement and
the fulttitle transfer hereunder (substantially in the form set out in
Schedule 1 hereto).

(2) Whi is in-addition-to-th |_netice in-the-fe t

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holding Securities belonging to Eurex Clearing AG and the use of which is
solely subject to Eurex Clearing AG's instructions. The Clearing Member,
acting via the Third-Party CM Account Holder, shall ensure that CBL returns
a duly acknowledged version of the notice served on it to Eurex Clearing
AG. In respect of Luxembourg Cmax Tite Transfer Company Capital
Account, Luxembourg Cmax Title Transfer Default Fund Account and
Luxembourg Cmax ISA Title Transfer Account where the Third-Party CM
Account Holder is not the Collateral Giver, the Third-Party CM Account
Holder hereby undertakes to inform CBL (substantially in the form set out in
Schedule 3 hereto) that the relevant account identified in Clause 2.1.2 is an
account holding Securities belonging to Eurex Clearing AG and the use of
which is solely subject to Eurex Clearing AG's instructions. The Clearing
Member, acting via the Third-Party CM Account Holder, shall ensure that
CBL returns a duly acknowledged version of the notice served on it to Eurex

Clearing AG; and

(e) the Third-Party CM Account Holder hereby accepts to issue a power of
attorney in such format required by CBL to allow Eurex Clearing AG to solely
operate the relevant account identified in Clause 2.1.2 in accordance with its
right to use the Securities pursuant to items (a) and (b) above.

(ii)_where the relevant account to which the relevant Securities are transferred is an
account held by the Clearing Member with CBL, in accordance with Clause 2.1.3,

(a) the Clearing Member hereby transfers to Eurex Clearing AG all rights in, title
to and claims over, the Securities recorded to such account from time to
time, as security (transfert de propriété a titre de garantie within the meaning
of articles 13 and following of the Luxembourg law on financial collateral
arrangements) for the security purposes set out in Clause 2.3;

(b) Eurex Clearing AG hereby accepts all rights in, title to and claims over, the
Securities recorded to such account from to time to time, as security
(transfert de propriété a titre de garantie) for the security purposes set out in
Clause 2.3, and accepts to re-transfer to the Clearing Member all rights in.
title to and claims over, the Securities (or equivalent securities thereof) on
full and unconditional satisfaction by the Clearing Member of all its
obligations deriving from, or related to, the security purposes set out in
Clause 2.3;

(c) the Clearing Member and Eurex Clearing AG agree that the Securities
transferred to Eurex Clearing AG in accordance with items (a) and (b), shall
be held in the relevant account identified in Clause 2.1.3 in the name of the
Clearing Member, for the benefit of Eurex Clearing AG as owner of such
Securities;

(d) for the perfection of the title transfer collateral arrangement with respect to a
Luxembourg CG Title Transfer Company Capital Account, Luxembourg CG
Title Transfer Default Fund Account and Luxembourg CG ISA Title Transfer
Account, the Clearing Member shall (1) promptly upon execution of this
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