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of its rights or claims under this Schedule 1 except with the prior written consent of the
other Party.

4413 Severability

Any provision in this Schedule 1 that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability, without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

4514 Headings

The Clause headings used in this Schedule 1 are for convenience of reference only and
shall not affect the construction of this Schedule 1.

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4.2

43

Perfection of the Pledge

For the perfection of the Pledge, for purposes of Article 5 (2) (a) of the Law on financial
collateral arrangements, the Relevant Pledged Assets in the relevant GC Pooling Re-use
ISA Direct Luxembourg Pledged Securities Account shall, as and when they are credited
to the relevant GC Pooling Re-use ISA Direct Luxembourg Pledged Securities Account,
be designated in CBL’s books, collectively by reference to the relevant GC Pooling Re-
use ISA Direct Luxembourg Pledged Securities Account, -as collectively-pledged in
favour of the Pledgee (the “Perfection Requirement”).

For this purpose, on or around the execution of the Agreement, the Pledgor and the
Pledgee shall inform CBL by or through the execution of the relevant Collateral
Management Service Agreements-for-Gollateralt Giver, and notably by the completion of
matching Appendixes A thereunder (the “Appendix A”) requesting “Collateral
Agreement” related services from CBL (through selection of “TCMS PL” services in
Appendix A), of the existence of the Pledge and that any Relevant Pledged Assets
standing from time to time to the credit of the GC Pooling Re-use ISA Direct Luxembourg
Pledged Securities Account(s) is te-be-pledged in favour of Eurex Clearing AG
(altogether, the “Pledge Information’).

For the avoidance of any doubt, based on Appendix C of the Collateral Management
Service Agreements and CBL’s internal processes, the provision of the Pledge
Information to CBL by the Pledgor and the Pledgee through matching Appendixes A will
automatically entail compliance by CBL with the Perfection Requirement; no further
notice or instruction by the Pledgor to CBL shall be required.

Accordingly, pursuant to the collateral management services provided by CBL under the
Collateral Management Services Agreements and CBL’s systems, following completion of
Appendix A CBL will automatically mark any Relevant Pledged Assets deposited from
time to time to the credit of the GC Pooling Re-use ISA Direct Luxembourg Pledged
Securities Account(s) as collectively pledged in favour of the Pledgee.

Marking to Market

The marking to market of ISA Direct Margin shall be made by-GBF-in accordance with the
Collateral Management Service AgreementsSC-Xemac.

The delivery of additional securities as ISA Direct Margin or the return of Relevant
Pledged Assets shall be operated by CBL pursuant to the Collateral Management Service
Agreements, and shall solely be based on instructions given by Eurex Clearing AG to
CBL.

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Cmax ISA Direct Luxembourg Pledged Securities Account (as defined in that Clause)
opened in the name of the Pledgor.

“Collateral Account” means each of the Luxembourg ISA Direct Pledged Securities
Account(s), the CmaX ISA Direct Luxembourg Pledged Securities Account(s) and the
GC Pooling Re-use ISA Direct Luxembourg Pledged Securities Account(s).

“Collateral Management Service Agreements” means, in particular as regards the
collateral provided under Clause 3 and Clause 4 of this Schedule 1, (i) the Global
Ceollateral Mrmanagement Sservice Aagreement for multiple settlement locations
(collateral giver version)s, including any relevant appendix thereto, in particular
Appendixces A and C (Triparty Collateral Management Service (CmaX) Product Guide)
and the AutoAssign Supplement to the collateral management service agreement to be
entered into by CBL and the Pledgor as collateral giver, as may be amended by CBL and
the Pledgor from time to time by way of side letter or otherwise (the “Collateral
Management Service Agreement for Collateral Givers”), and (ii) the Global Ceollateral
Mranagement Sservice Aagreement for multiple settlement locations (collateral
receivers version) including any relevant appendix thereto, in particular Appendices A
andx C (Triparty Collateral Management Service (Cmax) Product Guide) to be entered
into by CBL and the Pledgee as collateral receiver, as may be amended by CBL and the
Pledgee from time to time by way of side letter or otherwise (the “Collateral
Management Service Agreement for Collateral Receivers”). “Collateral Management
Service Agreement” means any of the Collateral Management Service Agreement for
Collateral Givers or the Collateral Management Service Agreement for Collateral
Receivers or the relevant of them, as the context requires.;

“Distributions”: alLany assets-cash received or receivable from time to time by the
Pledgor in respect of the Securities, whether by way of principal, premium, interest,
dividend, return on capital or otherwise.

“Enforcement Event” means

i the non-delivery or non-payment of the Relevant Secured Liabilities on the due
date of the relevant delivery or payment obligation; or

)(ii)___ irrespective of, including prior to the occurrence of, any of the events referred to
in (i), the occurrence of an ISA Direct Termination Event or an ISA Direct
Insolvency Termination Event and an ISA Direct Clearing Member Termination
Date with respect to the ISA Direct Clearing Member.

“Event of Default” means the occurrence of one of the following events (a) an Insolvency
Event in relation to the Pledgor or (b) an Enforcement Event.

“GC Pooling Re-Use ISA Direct Luxembourg Pledged Securities Account(s)” means
each securities account established in accordance with Clause 2.1.2 of the Agreement as
a GC Pooling Re-Use ISA Direct Luxembourg Pledged Securities Account (as defined in

that Clause) opened in the name of the Pledgor.

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Schedule 1 - Attachment 1
Form of Notice of Pledge with respect to (non-CmaX) Luxembourg
ISA Direct Pledged Securities Accounts!

by registered mail

To: From:

Clearstream Banking S.A., société anonyme

42, avenue John F. Kennedy * Pledgor

L-1855 Luxembourg

R.C.S. Luxembourg B 9248

(“CBL’) * Address line 1 *Street no.

* Address line 2

* Postal code *Town/city

Country

First name and surname of the contact person

Phone *Fax

E-mail

‘Only applicable in case of a (non-CmaX) Luxembourg ISA Direct Pledged Securities Account(s) held by the ISA Direct Clearing
Member.

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6.2

6.3

9.1

Notification to CBL of an Event of Default or Enforcement Event

At any time while an Event of Default or Enforcement Event is continuing, the Pledgee
may (without any obligation) notify CBL that an Event of Default or Enforcement Event
has occurred substantially in the form of the notice attached hereto as Attachment 2 for
Luxembourg ISA Direct Pledged Securities Accounts or in accordance with the
procedures and notifications provided in the Collateral Management Service Agreements
for CmaxX ISA Direct Luxembourg Pledged Securities Accounts and GC Pooling Re-use
ISA Direct Luxembourg Pledged Securities Accounts.

Limitation on realisation

The Pledgee shall realise the Relevant Pledged Assets only to the extent necessary to
recover the Relevant Secured Liabilities that are due. To the extent that, notwithstanding
the reasonable efforts of the Pledgee to comply with the provisions of the first sentence of
this Clause 6.3, the cash proceeds received by the Pledgee in respect of any realisation
of all or any part of the Relevant Pledged Assets exceed the amount of the Relevant
Secured Liabilities due at that time, such excess proceeds shall be returned to the
Pledgor.

Order of Distributions

All amounts received or recovered by the Pledgee in the exercise of its rights under this
Schedule 1 shall, subject to the rights of any creditors having priority, be applied in the
following order:

(a) in or towards the payment of the Relevant Secured Liabilities which will be valued in
accordance with the Clearing Conditions; and

(b) in payment of any surplus to the Pledgor or any other person entitled to it.

Liability of the Pledgee

The Pledgee shall not be liable to the Pledgor for any costs, losses, liabilities or expenses
relating to the realisation of any Relevant Pledged Assets, except to the extent caused by
its own gross negligence or wilful misconduct.

Saving Provisions

Continuing Security

Each Pledge is a continuing security and will extend to the final performance of the
Relevant Secured Liabilities to Eurex Clearing AG by the Pledgor, regardless of any
intermediate payment or discharge in whole or in part. No change, novation or
amendment whatsoever in and to the liabilities and to any document related to the
Relevant Secured Liabilities shall affect the validity and the scope of this Schedule 1.

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After the occurrence of an Event of Default notified to CBL, if any Distributions stand
to the credit of the Luxembourg ISA Direct Pledged Securities Account, the Pledgor
shall be entitled to request the Pledgee to instruct CBL to transfer such Distribution

out of the Luxembourg ISA Direct Pledged Securities Account.Distributions-credited.

to-the relevant! b ISA Direct Pledged-Securities A t-shallf tof
$ ig Pi
ihe Relevan Hedge Assais.
27 Additional covenant of the Pledgor

The Pledgor shall not be entitled to notify CBL of a release of the Pledge over the Relevant
Pledged Assets to the credit of a Luxembourg ISA Direct Pledged Securities Account as

long as:

(a) all outstanding Relevant Secured Liabilities connected with the relevant Luxembourg
ISA Direct Pledged Securities Account have not been satisfied in full; and

(b)_ the release of the Pledge over the Relevant Pledged Assets to that Luxembourg ISA
Direct Pledged Securities Account has not been irrevocably granted by the Pledgee
to the Pledgor in full.

CBL will be instructed under the notice of Pledge to CBL not to comply with any unilateral
release instructions from the Pledgor unless and until CBL receives a matching notification
from the Pledgee.

3 Special Provisions with respect to Relevant Pledged Assets in CmaxX ISA Direct
Luxembourg Pledged Securities Accounts

If one or more Cmax ISA Direct Luxembourg Pledged Securities Accounts have been
established, the following special provisions apply:

3.1 Creation of the Pledge

As continuing first ranking security for the due and full payment, discharge and
performance of the Relevant Secured Liabilities, the Pledgor hereby pledges to the
Pledgee all the Relevant Pledged Assets which are at present or are in the future
deposited in the relevant CmaX ISA Direct Luxembourg Pledged Securities Account(s)
and hereby grants to the Pledgee a first ranking security (“gage”) over such Relevant
Pledged Assets.

The Parties-hereb thateach CmaXISA Direct Rledged Securities A shall
ig ig
the Pledge).
3.2 Perfection of the Pledge

For the perfection of the Pledge, for purposes of Article 5 (2) (a) (iv) of the Law on
financial collateral arrangements, the Relevant Pledged Assets in the relevant CmaX ISA
Direct Luxembourg Pledged Securities Account shall, as and when they are credited to
the relevant Cmax ISA Direct Luxembourg Pledged Securities Account, be designated in
CBL’s books, collectively by reference to the relevant CmaX ISA Direct Luxembourg

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21

2.2

2.3

References to any document or agreement shall be construed as a reference to that
document or agreement as the same may from time to time be amended, modified,
barred, supplemented or novated.

Special Provisions with respect to Relevant Pledged Assets in Luxembourg ISA
Direct Pledged Securities Accounts

If one or more Luxembourg ISA Direct Pledged Securities Accounts have been
established, the following special provisions apply:

Creation of the Pledge

As continuing first ranking security for the due and full payment, discharge and
performance of the Relevant Secured Liabilities, the Pledgor hereby pledges to the
Pledgee all the Relevant Pledged Assets which are at present or are in the future
deposited in the relevant Luxembourg ISA Direct Pledged Securities Account(s) and
hereby grants to the Pledgee a first ranking security (“gage”) over such Relevant Pledged
Assets.

Perfection of the Pledge

For the perfection of the Pledge, for purposes of Article 5 (2) (a)_{iv) of the Law on
financial collateral arrangements, the Relevant Pledged Assets in-the-relevant
Luxembourg }SA Direct Pledged Securities Account,shall, as and when they are credited
to the relevant Luxembourg ISA Direct Pledged Securities Account, be designated in
CBL’s books, collectively by reference to the Luxembourg ISA Direct Pledged Securities
Account, as pledged in favour of the Pledgeeshall be-designated in-CBL’s books-as.

Hectively- pledged inf. the Rledg

For this purpose, upon the execution of the Agreement, the Pledgor and the Pledgee

shall execute the notice of Pledge set out in Attachment 1 to this Schedule 1 and send it

to CBLhereto,the-original ted. jion-of which-shallth bly

possible-be-sent by the Pledgor-to-CBL. The Pledgor shall ensure that CBL returns a ‘duly

acknowledged version of the notice of Pledge to the Pledgee.

Except as provided and permitted otherwise in this Schedule 1, the Parties hereby agree
that CBL shall act solely in accordance with the instructions of the Pledgee, as further set
out in the notice to be served in accordance with Attachment 1 hereto.

Representations, Warranties and Covenants

The Pledgor hereby represents and covenants that:

(a) _ it is (and will remain) the sole holder of each Luxembourg ISA Direct Pledged
Securities Accounts;

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“Insolvency Event” has the same meaning as the term “Insolvency Related Events”
contained in Chapter | Part 1 Number 7.2.1 Paragraph (5) of the Clearing Conditions with
respect to the Pledgor.

“Law on financial collateral arrangements” means the Luxembourg law of 5 August
2005 on financial collateral arrangements, as amended.

“Luxembourg ISA Direct Pledged Securities Account(s)” means each securities
account established in accordance with Clause 2.1.2 of the Agreement as a Luxembourg
ISA Direct Pledged Securities Account (as defined in that Clause) opened in the name of
the Pledgor.

“Pledge” means the first ranking pledge granted by the Pledgor to the Pledgee in the
Relevant Pledged Assets and created pursuant to Clauses 2.1, 3.1 or 4.1 below.

“Relevant Pledged Assets” means all Securities « 4 y-Distributi thi vel

to-the-extent that th hall_also-be-the subject matter of the Pledge -d. ith

this-Schedulet which are at present or are in the future credited to the relevant
Collateral Account for the purpose of securing the Relevant Secured Liabilities.

“Relevant Secured Liabilities” means all ISA Direct Secured Claims.

“Securities” means all book-entry securities which are deposited to the credit of a
Collateral Account as ISA Direct Margin.

“Voting and Related Rights” with respect to any Security, means any voting right
attached to it as well as any other rights, including, without limitation, rights related to
conversions, subdivisions, consolidations, redemptions, takeovers, pre-emption options
or other rights of similar nature.

1.2 Construction
Unless a contrary indication appears, any reference in this Schedule 1 to:
(a) the “Pledgor’, the “Pledgee’ or any “Party” shall be construed so as to include its
successors in title, permitted assignees and permitted transferees; and
(b) “assets” includes present and future properties, revenues and rights of every
description.
Words denoting the singular shall include the plural and vice versa, words denoting one
gender shall include all other genders and words denoting persons shall include firms and
corporations and vice versa.
Any reference in this Schedule 1 to any statutory provisions shall be construed as a
reference to the statutory provisions as the same may from time to time be changed by
any statutory modification or re-enactment thereof or any statutory instrument, order or
regulation made thereunder or under any such re-enactment.
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9.2

10

11

Immediate recourse

The Pledgor waives any right it may have of first requiring the Pledgee to proceed against
or enforce any other rights or security or claim payment from any person before claiming
from the Pledgor under this Schedule 1.

Notices

Each communication to be made between the Parties under or in connection with this
Schedule 1 shall be made in accordance with the relevant provisions of the ISA Direct
Clearing Agreement and the Clearing Conditions.

Rights, Waivers and Determinations

Ambiguity

(a) Where there is any ambiguity or conflict between the rights conferred by law and
those conferred by or pursuant to the ISA Direct Clearing Agreement, the Clearing
Conditions or the Agreement (including this Schedule 1), the corresponding terms of
the ISA Direct Clearing Agreement, the Clearing Conditions and of the Agreement to
which this Schedule is attached (including this Schedule 1) shall prevail.

(b) The provisions of this Schedule 1 are without prejudice to the provisions of the ISA
Direct Clearing Agreement, the Clearing Conditions and the Agreement. In case of
inconsistency, the provisions in the ISA Direct Clearing Agreement, the Clearing
Conditions and the Agreement shall prevail, save as regards the account control and
enforcement provisions set forth in this Schedule 1 which shall be overriding.

Exercise of rights

No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or
remedy under the Clearing Conditions, the ISA Direct Clearing Agreement and the
Agreement (including this Schedule 1) shall operate as a waiver, nor shall any single or
partial exercise of any right or remedy prevent any further or other exercise of such right
or remedy or the exercise of any other right or remedy.

42—_____Amendments

Ni f thet isi th hedule-4 bi ived_altered_medified

4312

ded. tb: inst tin-writing—dul ted-by-the-Pled. .d-th
° ptby ig duly y ig

Pledgor.

Assignment

Unless otherwise provided for in the ISA Direct Clearing Agreement, the Clearing
Conditions or the Agreement (including this Schedule 1), the Pledgor shall not assign any

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The Pledgor shall at its own expense promptly and duly execute and make all such
assurances and do acts and things as the Pledgee may reasonably require as being
necessary for perfecting or protecting all or any of the rights, powers, authorities and
discretions which are for the time being exercisable by the Pledgee under this Schedule 1
in relation to any Luxembourg ISA Direct Pledged Securities Account in order to facilitate
the enforcement and exercise of any such rights or any part thereof and the exercise of
all powers, authorities and discretions vested in the Pledgee. To that effect, the Pledgor
shall in particular execute all documents or instruments and give all notices, orders and
directions and make all registrations which the Pledgee may reasonably deem
appropriate.

25 Disposal

The Pledgor shall not, nor shall the Pledgor agree to, enter into a single transaction or a
series of transactions (whether related or not and whether voluntary or involuntary) to
sell, lease, transfer or otherwise dispose of any Relevant Pledged Assets except as
permitted by the Clearing Conditions and the Agreement and as long as no Event of
Default has occurred.

As of the occurrence of an Event of Default, the Pledgor may no longer dispose of the
Relevant Pledged Assets (except as otherwise agreed with the Pledgee) and the Pledgee
is entitled to notify CBL of the occurrence of the Event of Default.

2.6 Rights attached to the Relevant Pledged Assets
(a) Voting and Related Rights

Provided that the Pledgor decides to exercise any Voting and Related Rights
attached to the Relevant Pledged Assets, the Pledgor shall first take all steps
necessary for a release by Eurex Clearing AG of the Pledge over these Relevant
Pledged Assets so as to achieve a withdrawal of the Relevant Pledged.
AssetsSecurities fromout of the Luxembourg ISA Direct Pledged Securities Accounts
in accordance with the Clearing Conditions.

The Pledgee will not exercise any Voting and Related Rights in respect of any
Relevant Pledged Assets (unless and until enforcement of the Pledge occurs and
the relevant Securities are no longer in the ownership of the Pledgor).

(b) Distributions

The Pledgor shall be entitled to receive and retain any Distributions in respect of
Relevant Pledged Assets (unless and until enforcement of the Pledge occurs and
the relevant Securities are no longer in the ownership of the Pledgor).

If credited to a Luxembourg ISA Direct Pledged Securities Account, and provided
CBL has not been notified of an Event of Default, the Pledgor shall be entitled to
instruct CBL to transfer any such Distributions out of the Luxembourg ISA Direct
Pledged Securities Account.

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and obligations arising out of or in connection with Clauses 2.3, 65.2.2, Schedule 1
{and/or Schedule 2] hereto shall be governed by the substantive laws, excluding
Luxembourg private international law, of Luxembourg. Any non-contractual rights and
obligations arising out of or in connection with Clauses 2.4 and/or 65.2.3 shall be
governed by the substantive laws, excluding Swiss private international law, of
Switzerland.

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 (except for Clauses 2.3, 2.4,
Schedule 1 [and/or Schedule 2] hereto).

The courts of the City of Luxembourg (Grand Duchy of Luxembourg) shall have exclusive
jurisdiction (ausschlieBlicher Gerichtsstand) over any action or other legal proceedings
arising out of or in connection with Clause 2.3 and Schedule 1 [and/or Sel

The courts of Zurich, Switzerland shall have exclusive jurisdiction (ausschlieBlicher
Gerichtsstand) over any action or other legal proceedings arising out of or in connection

$26.2 Jurisdiction
$:2-46.2.1
§:2:26.2.2
hereto.
5:2:36.2.3
with Clause 2.4 of this Agreement.
5.3 PI. £ Port

5.46.3 Severability Clause

If any provision contained in this Agreement is or becomes invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not
be affected. Such invalid, illegal or unenforceable provision shall be replaced by means of
supplementary interpretation (erganzende Vertragsauslegung) by a valid, legal and
enforceable provision, which most closely approximates the Parties’ commercial intention.
This shall also apply mutatis mutandis to any gaps (Vertragsliicken) in this Agreement.

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standing from time to time to the credit of the collateral booked inthe relevant Cmax ISA

Direct Luxembourg Pledged Securities Account(s)4n-accerdance-with the-Glearing

The terms of the Collateral Management Service Agreements shall apply to the
management of the Relevant Pledged Assets in accordance with the Clearing Conditions.

In this regard:
(a) Exercise of Voting and Related Rights

Provided that the Pledgor decides to exercise any Voting and Related Rights
attached to the Relevant Pledged Assets, the Pledgor shall first substitute the
Relevant Pledged Assets in accordance with item (c) below.

The Pledgee will not exercise any Voting and Related Rights in respect of any
Relevant Pledged Assets (unless and until enforcement of the Pledge occurs and
the relevant Securities are no longer in the ownership of the Pledgor).

(b) Distributions

The Pledgor shall be entitled to receive and retain any Distributions in respect of
Relevant Pledged Assets (unless and until enforcement of the Pledge occurs and
the relevant Securities are no longer in the ownership of the Pledgor).

If credited to a Cmax ISA Direct Luxembourg Pledged Securities Account in
accordance with the Collateral Management Service Agreements, and provided CBL
has not been notified of an Event of Default, the Pledgor shall be entitled to instruct
CBL to transfer any such Distributions out of the CmaX ISA Direct Luxembourg
Pledged Securities Account (subject to appropriate substitution with eligible assets, if
applicable, according to CBL’s collateral valuation principles).

After the occurrence of an Event of Default notified to CBL, if any Distributions stand
to the credit of a Cmax ISA Direct Luxembourg Pledged Securities Account, the
Pledgor shall be entitled to request the Pledgee to instruct CBL to transfer such
Distribution out of the Cmax ISA Direct Luxembourg Pledged Securities Account.

ditedto-the C ISA Direct Pledged th
the Collateral M i
ig g
As-of-thi fan Event of Default,the Pled: ire-thatall
5 ig Freq
Distributi de-_under the Relevant Pledged Assets be credited to the relevant
CmaX4SA Direct Pledged Securities A ts-to-f tof. the Relevant Pledged
ig io ig
Assets_in-which it shall notify CBL of th fan Event of Default i
d ith_the-notificati d tained inthe Collateral M t
P g
(c) Substitutions
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3.3

3.4

3.5

Pledged Securities Account, as collectively pledged in favour of the Pledgee (the
“Perfection Requirement”).

For this purpose, on or around the execution of the Agreement, the Pledgor and the
Pledgee shall inform CBL by or through the execution of the relevant Collateral
Management Service Agreements-fer-Gollateral Giver, and notably by the completion of
matching Appendixes A thereunder (the-each an “Appendix A”) requesting “Collateral
Agreement” related services from CBL (through selection of “TCMS PL" services in
Appendix A), of the existence of the Pledge and that any Relevant Pledged Assets
standing from time to time to the credit of the CmaX ISA Direct Luxembourg Pledged
Securities Account(s) are te-be-pledged in favour of Eurex Clearing AG (altogether, the
“Pledge Information’).

For the avoidance of any doubt, based on Appendix C of the Collateral Management
Service Agreements and CBL’s internal processes, the provision of the Pledge
Information to CBL by the Pledgor_and the Pledgee through matching Appendixes A will
automatically entail compliance by CBL with the Perfection Requirement; no further
notice or instruction by the Pledgor to CBL shall be required.

Accordingly, pursuant to the collateral management services provided by CBL under the
Collateral Management Services Agreements and CBL’s systems, following completion of
matching Appendixes A CBL will automatically mark any Relevant Pledged Assets
deposited from time to time to the credit of the CmaX ISA Direct Luxembourg Pledged
Securities Account(s) as collectively pledged in favour of the Pledgee.

Security

The Pledgor shall not create or permit to subsist any security over the Relevant Pledged
Assets (other than the security granted hereunder).

Disposal

The Pledgor shall not, nor shall the Pledgor agree to, enter into a single transaction or a
series of transactions (whether related or not and whether voluntary or involuntary) to
sell, lease, transfer or otherwise dispose of any Relevant Pledged Assets, except as
permitted by the Clearing Conditions and the Agreement and as long as no Event of
Default has occurred.

As of the occurrence of an Event of Default, the Pledgor may no longer dispose of the
Relevant Pledged Assets (except as otherwise agreed with the Pledgee) and the Pledgee
is allowed to notify CBL of the occurrence of the Event of Default.

Collateral Management Service Agreements

Eurex Clearing AG and the Pledgor shall enter into Collateral Management Service
Agreements with CBL regarding-for the management of the Relevant Pledged Assets

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(b) it is (and will remain) the owner of the Relevant Pledged Assets or otherwise entitled
or authorised to pledge the Relevant Pledged Assets;

(c) it has the right to pledge the Relevant Pledged Assets;

(d) upon completion of the actions referred to in Clause 2.2 above, the Pledge shall be
duly perfected and shall constitute a legal, valid and binding first ranking security
interest of each Luxembourg Pledged Securities Account in favour of the Pledgee
not subject to any prior or pari passu encumbrance and not liable to be avoided or
otherwise set aside on the liquidation or insolvency of the Pledgor or otherwise;

(e) it will not transfer, assign, dispose of, pledge or otherwise encumber hereafter, the
Relevant Pledged Assets or any of its rights relating to any Luxembourg ISA Direct
Pledged Securities Account (otherwise than pursuant to the Pledge);

(f) it will assist the Pledgee and generally make its best efforts, in order to obtain all
necessary consents, approvals and authorisations from any relevant authorities in
order to permit the exercise by the Pledgee of its rights and powers under this
Schedule;

(g) it has not taken any corporate action, nor have any other steps been taken or legal
proceedings been started or threatened against it, for bankruptcy, insolvency,
liquidation, or similar proceedings affecting the rights of creditors generally or for the
appointment of an insolvency receiver, administrator, administrative receiver, trustee
or similar officer of such company or of any or all of their assets or revenues;

(h) it shall not take any action which may prejudice, directly or indirectly, the validity, the
effectiveness or the enforceability of the Pledge or the rights of the Pledgee under or
in connection with the Pledge or have a material adverse effect on any ISA Direct
Pledged Securities Account; and

(i) _ it shall take all actions which the Pledgee may reasonably request to protect the
validity, the effectiveness and the enforceability of the Pledge or the rights of the
Pledgee under this Schedule, including against claims made by third parties.

The Pledgor covenants to the Pledgee that until the Pledge shall be released by the
Pledgee, it will immediately inform the Pledgee of any attachment, execution or other
legal process commenced or threatened in respect of any Luxembourg ISA Direct
Pledged Securities Account or all or part of the Relevant Pledged Assets.

The representations, warranties and covenants under this Clause 2.3 are made as of the
date of the Agreement and are deemed repeated each time Relevant Pledged Assets are
credited to any Luxembourg ISA Direct Pledged Securities Account.

24 Security
The Pledgor shall not create or permit to subsist any security over the Relevant Pledged
Assets (other than the security granted hereunder and the security created in favour of
CBL in accordance with the CBL Governing Documents, to be waived by CBL in
accordance with Attachment 1 hereto).

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Schedule 1 —
Pledges relating to ISA Direct Margin

in (non-CmaX and CmaX) Luxembourg Securities Accounts held by the

ISA Direct Clearing Member-(Bilateral Version)

This schedule 1 (the “Schedule 1”) is entered into

BETWEEN:

(1) the ISA Direct Clearing Member (as defined above in the agreement to which this
Schedule 1 is attached (the “Agreement’)) as pledgor (the “Pledgor”); 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, as pledgee (“Eurex Clearing AG”
or the “Pledgee”).

The Pledgor and Eurex Clearing AG are hereinafter also referred to as the “Parties” and each of them

as a “Party”.

The Parties agree as follows:

Definitions and Interpretations

11
Unless the context requires otherwise, terms used but not defined in this Schedule 1 shall
have the meaning given to them (including by way of reference therein) in the text of the
Agreement and:
“CBF” Clearst Banking AG; Frankfurt, pany-incorporated
“CBL’ means Clearstream Banking S.A., a company incorporated as a société anonyme
under the laws of the Grand Duchy of Luxembourg, having its registered office at
42, avenue J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Register
of Commerce and Companies under number B-9248.
“CBL Governing Documents” means the “Governing Documents of CBL”, as defined in
the general terms and conditions of CBL to which the relevant Collateral Account is
subject.
“CmaxX ISA Direct Luxembourg Pledged Securities Account(s)” means each
securities account established in accordance with Clause 2.1.2 of the Agreement as a
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44

45

46

47

Substitution

The substitution of Relevant Pledged Assets will be operated by CBLF, acting-on behalf
of Eurex-Clearing AG-in accordance with the Collateral Management Service
AgreementsSC-Xemac.

Security

The Pledgor shall not create or permit to subsist any security over the Relevant Pledged
Assets (other than the security granted hereunder).

Disposal

The Pledgor shall not, nor shall the Pledgor agree to, enter into a single transaction or a
series of transactions (whether related or not and whether voluntary or involuntary) to
sell, lease, transfer or otherwise dispose of the Relevant Pledged Assets, except as
permitted by the Clearing Conditions and the Agreement and as long as no Event of
Default has occurred.

As of the occurrence of an Event of Default, the Pledgor may no longer dispose of the
Relevant Pledged Assets (except as otherwise agreed with the Pledgee) and the Pledgee
is allowed to notify CBL of the occurrence of the Event of Default.

Collateral Management Service Agreements

Eurex Clearing AG and the Pledgor shall_have entered into Collateral Management

Service Agreements with CBL regarding-for the management of the collateral providedin:
Relevant Pledged Assets standing from time to time to the credit of the GC Pooling Re-

use ISA Direct Luxembourg Pledged Securities Account(s)4n-accordance-with the
Clearing Conditions.

In this regard:

(a) Exercise of Voting and Related Rights

Provided that the Pledgor decides to exercise any Voting and Related Rights
attached to the Relevant Pledged Assets, the Pledgor shall first substitute the
Relevant Pledged Assets in accordance with Clause 4.4 above. The Pledgee will not
exercise any Voting and Related Rights in respect of any Relevant Pledged Assets
(unless and until enforcement of the Pledge occurs and the relevant Securities are
no longer in the ownership of the Pledgor).

(b) Distributions

The Pledgor shall be entitled to receive and retain any Distributions in respect of
Relevant Pledged Assets (unless and until enforcement of the Pledge occurs and
the relevant Securities are no longer in the ownership of the Pledgor).

If credited to a GC Pooling Re-use ISA Direct Luxembourg Pledged Securities
Account in accordance with the Collateral Management Service Agreements, and
provided CBL has not been notified of an Event of Default, the Pledgor shall be

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5 No Re-Use Right of Relevant Pledged Assets

The Pledgee and the Pledgor agree that the Pledgee shall have no right to use the
Relevant Pledged Assets standing to the credit of the Collateral Accounts during the term
of the Pledge.

This Clause shall supersede any existing arrangement in this regard and, to the extent
applicable and between the Parties only, shall prevail on any provision of the Collateral
Management Service Agreements in this regard.

6 Enforcement

6.1 Realization of the Relevant Pledged Assets

The Pledgee may, upon the occurrence of an Enforcement Event, realise the Relevant
Pledged Assets or any part thereof, in accordance with applicable provisions of
Luxembourg law, and with the procedures and notifications provided in the CBL
Governing Documents and the Collateral Management Service Agreements, to the extent
applicable, with the right for the Pledgee:

(a) to appropriate any of the Relevant Pledged Assets at the fair market value thereof as
determined by Eurex Clearing AG, acting in good faith and whose determinations
and valuations shall be binding (save in case of manifest error). For the avoidance of
doubt, the valuation can be made before or after the date of appropriation; in the
latter case the fair value of the Relevant Pledged Assets will be valued as at the date
of the appropriation;

(b) to sell or cause the sale of any Relevant Pledged Assets that constitute financial
instruments (including transferable securities) listed or quoted on a stock exchange
in Luxembourg or abroad or dealt on one of the markets defined in article 11 (1) (e)
of the Law on financial collateral arrangements at such stock exchange or on such
market;

(c) to sell or cause the sale of any Relevant Pledged Assets that constitute financial
instruments (including transferable securities) other than those referred to in
paragraph (b) above by private agreement at normal commercial conditions, at a
stock exchange or by public auction held by a public officer designated by the
Pledgee;

{dy i tof Rel t Pledged Asset isting-of-claims-f f

(ed) to apply to court to be authorised to make the appropriation of the Relevant Pledged
Assets at a price to be determined by an expert; and

(ef) to take advantage of any other realisation or enforcement method permissible under
applicable law.

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[linsert legal name] (as Clearing Agent) (place) (date)
(signature) (signature)

(printed name) (printed name)

(title) (title)

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AUTHORISED SIGNATURES

to the Agreement

[insert legal name] (as ISA Direct Clearing Member) (place) (date)
(signature) (signature)

(printed name) (printed name)

(title) (title)

Eurex Clearing AG

(place) (date)
(signature) (signature)
(printed name) (printed name)
(title) (title)
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Substitutions of Relevant Pledged Assets will be operated by CBL in accordance
with the provisions of the Collateral Management Service Agreements.

3.6 Undertaking of the Pledgor

(a)_The Pledgor shall not be entitled to serve any notification on CBL on the basis of
Article 18.1 (ii) and/or Article 24.1 of the Collateral Management Service Agreement
for Collateral Givers, with respect to, or affecting the functioning of, the Cmax ISA
Direct Luxembourg Pledged Securities Account(s), as long as:

(i)_all outstanding Relevant Secured Liabilities have not been satisfied in full; and

(ii)_the release of the Pledge has not been irrevocably granted by the Pledgee to
the Pledgor in full.

(b) The Pledgor shall not be entitled to serve any notification on CBL on the basis of
Article 24.3 of the Collateral Management Service Agreements as long as:

(i) all outstanding Relevant Secured Liabilities (as well as all other outstanding
secured liabilities of the Pledgor vis-a-vis the Pledgee involving accounts
maintained with, or managed by, CBL under the terms of the Collateral
Management Service Agreements) have not been satisfied in full; and

(ii) the release of all pledges in favour of the Pledgee connected with all Cmax
ISA Direct Luxembourg Pledged Securities Account(s) and any other
pledges involving accounts maintained with, or managed by, CBL under the
terms of the Collateral Management Service Agreements, has not been
irrevocably granted by the Pledgee to the Pledgor in full.

4 Special Provisions with respect to Relevant Pledged Assets in GC Pooling Re-use
ISA Direct Luxembourg Pledged Securities Accounts

If one or more GC Pooling Re-use ISA Direct Luxembourg Pledged Securities Accounts
have been established, the following special provisions apply:

41 Creation of the Pledge

As continuing first ranking security for the full payment, discharge and performance of the
Relevant Secured Liabilities, the Pledgor hereby pledges to the Pledgee all the Relevant
Pledged Assets which are at present or are in the future deposited in the GC Pooling Re-
use ISA Direct Luxembourg Pledged Securities Account(s) and hereby grants to the
Pledgee a first ranking security (“gage”) over such Relevant Pledged Assets.

The-Parties-hereb that-each_GC-Pooling R ISA Direct Pledged iti
y-ag g ig
t-shall-bi tt tcont hani further-setoutin-Ck 42
(Perfection of the Pledge).
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entitled to instruct CBL to transfer any such Distributions out of the GC Pooling Re-
use ISA Direct Luxembourg Pledged Securities Account (subject to appropriate
substitution with eligible assets, if applicable, according to CBL’s collateral valuation

principles).

After the occurrence of an Event of Default notified to CBL, if any Distributions stand
to the credit of a GC Pooling Re-use ISA Direct Luxembourg Pledged Securities
Account, the Pledgor shall be entitled to request the Pledgee to instruct CBL to
transfer such Distribution out of the GC Pooling Re-use ISA Direct Luxembourg

Pledged Securities Account.

Ast Event of Default h: d_Distributie ill be-collected_by the Pledi
gS F ¥ g
dk ith the-Collateral-M: t i "
ig Sh 7
As-of-thi Fan Eventof Default_the-Pled: ire-that
7 ig et
Distributi de-underthe Rel t Pledged Assets-bi dited-to-the-rel t

ig Sh

48 Undertaking of the Pledgor

(a)_The Pledgor shall not be entitled to serve any notification on CBL on the basis of
Article 18.1 (ii) and/or Article 24.1 of the Collateral Management Service Agreement
for Collateral Givers, with respect to, or affecting the functioning of, the GC Pooling
Re-use ISA Direct Luxembourg Pledged Securities Account(s), as long as:

(iii) all outstanding Relevant Secured Liabilities have not been satisfied in full; and

(iv) the release of the Pledge has not been irrevocably granted by the Pledgee to
the Pledgor in full.

(b) The Pledgor shall not be entitled to serve any notification on CBL on the basis of
Article 24.3 of the Collateral Management Service Agreements as long as:

(i) all outstanding Relevant Secured Liabilities (as well as all other outstanding
secured liabilities of the Pledgor vis-a-vis the Pledgee involving accounts
maintained with, or managed by, CBL under the terms of the Collateral
Management Service Agreements) have not been satisfied in full; and

(ii) the release of all pledges in favour of the Pledgee over the Relevant
Pledged Assets to all the GC Pooling Re-use ISA Direct Luxembourg
Pledged Securities Account(s) and any other pledges involving accounts
maintained with, or managed by, CBL under the terms of the Collateral
Management Service Agreements, has not been irrevocably granted by the
Pledgee to the Pledgor in full.

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