EUREX

Schedule 2 - Attachment 3
Form of Notice To Be Given To Clearstream Banking S.A.
in Case Of An Event of default or Enforcement Event for
Luxembourg ISA Direct Pledged Securities Accounts

To:

Clearstream Banking S.A.
To the attention of

42, avenue J.F. Kennedy
L-1855 Luxembourg

Grand Duchy of Luxembourg

cc:

From:

Eurex Clearing Aktiengesellschaft
Mergenthalerallee 61,

65760 Eschborn,

Federal Republic of Germany

Registered in the commercial register of the
local court (Amtsgericht) in Frankfurt am
Main under HRB 44828

(as “Pledgee”)
(Third Party Pledge Holder)

(the “Account Holder’)

ce:
(Pledgor)

(the “Pledgor’)
(Date)
Dear Sir_or Madams,

Notice of an Enforcement Event

We refer to the bank account bearing number
opened in the name of the Account Holder with your institution.

(the “Pledged Securities Account”)

We hereby give you notice pursuant to Clause 7.2 of Schedule 2 attached to the pledge agreement
dated between the Account Holder, the Pledgor and our institution as Pledgee (the
“Eurex Clearing Pledge Agreement”), that an Event of Default/Enforcement Event (as defined in the
Eurex Clearing Pledge Agreement) has occurred.

[Instructions in relation to the Relevant Pledged Assets].
Yours sincerely,

(Pledgee)
Name:
Title:

1__To be used with (non-Cmax) Luxembourg ISA Direct Pledged Securities Accounts held by a Third Party Pledge Holder — For
CmaX ISA Direct Luxembourg Pledged Securities Accounts and GC Pooling Re-use ISA Direct Luxembourg Pledged
Securities Accounts use CBL templates or secure secure messaging system in accordance with the procedures set out in the
Collateral Management Service Agreements.

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fraudulent or forged securities; and any act, omission or fact due to the Account Holder, the Pledgor
and/or the Pledgee.

The Account Holder, the Pledgor and the Pledgee request CBL, and by signing the present notice,
CBL accepts, to waive CBL’s retention right and pledge pursuant to Articles 43 and 44 Section+of the
General Terms and Conditions (or any successor provision) with respect exclusively to the Relevant
Pledged Assets standing to the credit of the Luxembourg ISA Direct Pledged Securities Account(s).
CBL also agrees not exercise its right of set off pursuant to Article 46 of the General Terms and
Conditions. To the extent not prevented by law, CBL agrees not to permit any lien, claim, charge,
pledge or encumbrance to exist in its favour in respect of the Relevant Pledged Assets standing to the
credit of the Pledged Securities Account(s).This waiver shall serve to supplement and amend the
General Terms and Conditions with respect to the subject matter contained herein.

This waiver shall have no other effect whatsoever on any other account(s) of the Pledgor_or the
Account Holder with CBL, nor on any positions other than the assets-securities standing from time to
time to the credit of the Luxembourg ISA Direct Pledged Securities Account(s).

This notification and any contractual and non contractual obligations deriving therefrom shall be
governed by Luxembourg law. Any dispute arising in connection with this notification shall be
submitted to the exclusive jurisdiction of the courts of the City of Luxembourg (Grand Duchy of
Luxembourg).

Kind regards,

Acting for the Pledgor

Name Name

Capacity Capacity

Acting for the Third Party Pledge Holder:

signature signature
Name and capacity Name and capacity
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CBF hereby confirms receipt, acknowledges the terms of the letter set out above and agrees to waive
any prior ranked pledge CBF may have according to the General Terms and Conditions of CBF
(Allgemeine Geschaftsbedingungen der Clearstream Banking AG) or any other retention right with
respect to the above-mentioned securities account(s).

Clearstream Banking AG

(place) (date)
(signature) (signature)
(printed name) (printed name)
(title) (title)
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7A

7.2

Enforcement

Realization of the Relevant Pledged Assets

The Pledgee may, upon the occurrence of an Enforcement Event, which is continuing,
realise the Relevant Pledged Assets or any part thereof, in accordance with applicable
provisions of Luxembourg law, 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;

(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.

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 3 for
Luxembourg ISA Direct Pledged Securities Accounts or in accordance with the
procedures and notifications provided for in the Collateral Management Service
Agreements for Cmax ISA Direct Luxembourg Pledged Securities Accounts and

GC Pooling Re-use ISA Direct Luxembourg Pledged Securities Accounts.

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Schedule 3 —
Form of Notice of Pledge
to Clearstream Banking AG

To: From:

Clearstream Banking AG

60485 Frankfurt am Main * ISA Direct Clearing Member
(“CBF”)

* 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

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The Pledgor further asks CBF, to the extend not previously waived, to waive any prior ranked pledge
CBF may have according to the General Terms and Conditions of CBF (Allgemeine
Geschdaftsbedingungen der Clearstream Banking AG) erand any other retention right with respect to
the above-mentioned securities account(s).

In addition, the Pledgor hereby informs CBF that if any of the accounts listed above are connected to
the collateral management system Cmax operated by Clearstream Banking S.A., Eurex Clearing AG
(as pledgee) may authorise Clearstream Banking S.A. to take, if any of the pledges over securities
credited to any such accounts become enforceable (Pfandreife), enforcement action on behalf of
Eurex Clearing AG.

If any of or sub- above TI Holder, all

0 given by the Third | Holder.]?

Please confirm receipt and acknowledgement of this letter by countersigning and sending a copy of
this letter to Eurex Clearing AG, Client Service, Trading & ClearingMember/Vendor-Services
&Admission+Glearing{DSG), (Mergenthalerallee 61, 65760 Eschborn, Federal Republic of Germany).

Kind regards,

Name and capacity

Acting for the Pledgor

(Actin: Third ledge ms
Si re Si re
Name and capacity Name and ci

2 To be included if any of the accounts/sub-accounts is an account/sub-account held by the Third Party Pledge Holder
(Clearing Agent or Third Party Account Holder).

8 To be included if any of the accounts/sub-accounts is an account/sub-account held by the Third Party Pledge Holder
(Clearing Agent or Third Party Account Holder).

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This notification and any contractual and non contractual obligations deriving therefrom shall be
governed by Luxembourg law. Any dispute arising in connection with this notification shall be
submitted to the exclusive jurisdiction of the courts of the City of Luxembourg (Grand Duchy of
Luxembourg).

Kind regards,

Acting for the Account Holder

Name Name

Capacity Capacity

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Eurex Clearing Aktiengesellschaft
Mergenthalerallee 61,

65760 Eschborn,

Federal Republic of Germany

Registered in the commercial register of the
local court (Amtsgericht) in Frankfurt am
Main under HRB 44828

(as “Pledgee”)

Third Party Pledge Holder (as “Account
Holder”)

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

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11

12

Notices

Each communication to be made between the Parties under or in connection with this
Schedule 2 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 2), 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 2) shall prevail.

(b) The provisions of this Schedule 2 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 2 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 2) 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.

43—_____Amendments

4413

4514

Assignment

Unless otherwise provided for in the ISA Direct Clearing Agreement, the Clearing
Conditions or the Agreement (including this Schedule 2), neither the Pledgor nor the
Third Party Pledge Holder shall assign any of its rights or claims under this Schedule 2
except with the prior written consent of all the other Parties.

Severability

Any provision in this Schedule 2 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.

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7.3

10

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 7.3, 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 or the Third Party Pledge Holder as ISA Direct Margin for the Pledgor, in
accordance with the instructions of the Pledgor to the Pledgee.

Order of Distributions

All amounts received or recovered by the Pledgee in the exercise of its rights under this
Schedule 2 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, or to the
Third Party Pledge Holder as ISA Direct Margin for the Pledgor, in accordance with
the instructions of the Pledgor to the Pledgee.

Liability of the Pledgee

The Pledgee shall not be liable to the Pledgor or the Third Party Pledge Holder 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.

Other 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 2.

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 2.

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Accepted and agreed on

Acting for Clearstream Banking S.A.

Name Name

Capacity Capacity

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Schedule 2 - Attachment 1
Form of Notice of Pledge with respect to (non-CmaX) Luxembourg
ISA Direct Pledged Securities Accounts!

Regi 4

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 (non-CmaX) Luxembourg ISA Direct Pledged Securities Account(s) held by a Third Party Pledge

Holder.

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the Pledger-Collateral Giver shall first arrange-organisefor the substitution of 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 Collateral Giver shall
be 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 Distributions out of the GC Pooling Re-use ISA Direct Luxembourg

Pledged Securities Account.Astong- Event-of Default-h d,

ISA Direct Pledged-S: ities-A ts d: ith the-Collateral
M. " A "
ig g
As-of thi fan Event of Default_the Pled: ire-that
7 ig reg
Distributi de-underthe Rel t Pledged tsb. dited- tothe rel "

ig g

48 Further Undertakings

(a)_The Collateral Giver 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
Agreements for Collateral Givers, with respect to, or affecting the functioning of, a
GC Pooling Re-use ISA Direct Luxembourg Pledged Securities Account, as long as:

(i) all outstanding Relevant Secured Liabilities connected with that GC Pooling
Re-use ISA Direct Luxembourg Pledged Securities Account have not been
satisfied in full; and

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In accordance with article 5, paragraph (2), item (a) (iv) of the law of 5 August 2005 on financial
collateral arrangements, as amended, the Account Holder will hold the Relevant Pledged Assets into
the credit of the relevant Luxembourg ISA Direct Pledged Securities Account as third party pledge
holder for the benefit of the Pledgee, as pledgee, and the Pledgor, as owner of the Relevant Pledged
Assets and pledgor.

The Account Holder, the Pledgee and the Pledgor have agreed in the Eurex Clearing Pledge
Agreement that, except in relation to distributions and as further provided below, CBL shall act solely
in accordance with the instructions of the Pledgee.

As-partofthis-account control mechanism,tihe Account Holder, the Pledgee and the Pledgor hereby
authorise and instruct CBL to solely follow the instructions of the Pledgee with respect to the

Luxembourg ISA Direct Pledged Securities Account(s) subject to the limitations and provisions of
CBL’s general terms and conditions (the “General Terms and Conditions”) and the provisions of this
letter. Such instructions or notices can include, without limitation, the debit of the Luxembourg ISA
Direct Pledged Securities Account(s) and the transfer of part or all of any and all financial instruments
within the broadest sense including-butnoHimitedt y-entitl ts relating t ising fi A

cash repayment), eligible in-CBL and - credited entheto such Luxembourg ISA Direct Pledged
Securities Account(s).

No voting and related rights attached to the securities standing to the credit of the Luxembourg
ISA Direct Pledged Securities Account(s) (including conversions, subdivisions, consolidations,
redemptions, takeovers, pre-emption options or other rights in respect of any item of security ina
Luxembourg ISA Direct Pledged Securities Accounts) may be exercised by the Pledgor (through
the Account Holder).

Until the occurrence of an Event of Default or Enforcement Event, CBL shall be authorised to
follow CBL is-notified to the-contrary by the Pledgee—CBL shall follow-any instructions of the
Pledgor (via the Account Holder) with respect to cash amounts standing to the credit of the
Luxembourg ISA Direct Pledged Securities Account(s) subject to the limitations and provisions of
CBL’s General Terms and Conditions. CBL-shaltonly-p: Lt ay SHASHEHL f +

Each of the Pledgor and the Account Holder hereby agrees that, for the purposes of the authorisation
of the Pledgee by the Pledgor and the Account Holder as set out above, the Pledgor and the Account
Holder shall be fully liable to CBL, each for its relevant obligations created pursuant to the authority
described above and undertake to ratify whatever the Pledgee causes to be done under such
authority. Each of the Pledgor and the Account Holder hereby agrees and confirms that CBL shall not
be liable and that the Pledgor and the Account Holder shall, each with respect to its relevant
obligations vis-a-vis CBL, indemnify, exonerate and hold CBL harmless from and against any and all
actions, causes of action, suits, losses, costs, liabilities, damages and expenses (including reasonable
attorneys’ fees and disbursements), incurred by CBL as a result of, or arising out of any action taken
by the Pledgee under the authorisation described above.

Upon the occurrence of an Enforcement Event which is continuing and notified to CBL, the Pledgee
will be entitled to enforce the Pledge pursuant to Clause 7 of Schedule 2 to the Eurex Clearing Pledge

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(Date)

Dear Sir_or Madams,

We would like to hereby notify you that the Pledgor has pledged in favour of the Pledgee the-assetsall
securities standing to the credit of the account(s) numbered:

Account number(s) Account name(s)

that have been opened in the name of the Account Holder in your books (each a “Luxembourg ISA
Direct Pledged Securities Account”) in accordance with a pledge agreement dated

between the Pledgor as pledgor, the Account Holder as third party pledge holder
and the Pledgee as pledgee, and in particular its Schedule 2 (the “Eurex Clearing Pledge
Agreement”).

We would be grateful if CBL could designate in its books that any securities standing from time to time
to the credit of the relevant Luxembourg ISA Direct Pledged Securities Account maintained by CBL in

the name of the Account Holder, as collectively pledged+n-GBL’s-books,-collectively for the benefit of
the Pledgee. Ple e Re Ag

1 distributi of interest_dividend:
y y P
ther-distributi ft any-kind-what ith tt ity-in-th: ditofat b
y Pi ¥ g
ISA Direct Rledged ities A a
ig =
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4615 Headings

The Clause headings used in this Schedule 2 are for convenience of reference only and
shall not affect the construction of this Schedule 2.

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(Date)

Notice of pledge of securities in securities account(s) or sub-account(s)
Dear Sir_or Madams,

We hereby notify you that [/SA Direct Clearing Member] (the “Pledgor”) has pledged in favour of
Eurex Clearing AG (the “Pledgee”), in accordance with a pledge agreement dated

between the Pledgor and the Pledgee (the “Pledge Agreement”) any securities that are currently or
are in the future standing to the credit of the following securities account(s) or sub-accounts held with

you in the name of the Pledgor [on held Withivoulin the Hamelonlllll ‘Third
Party Pledge Holder”)|':
Account/Sub-Account holder name Account/Sub-Account number

Therefore, the Pledgor hereby instructs CBF to (a) establish a bailment (Begrtindung eines
Besitzmittlungsverhdltnisses) with Eurex Clearing AG in respect of all securities that are or will at any
time be credited to any such account, (b) change its bailment intention (Besitzmittlungswillen)
accordingly and (c) appropriately record such change of its bailment intention.

|__To be included if any of the accounts/sub-accounts is an account/sub-account held by the Third Party Pledge Holder
(Clearing Agent or Third Party Account Holder).

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5.2

5.3

With respect to Luxembourg ISA Direct Pledged Securities Accounts and Collateral
Accounts where the Third Party Pledge Holder is not a-party-te-the- Collateral
Management Service Agreement forthe Collateral Giver, the Third Party Pledge

Holder hereby represents and covenants that:

(a) it is (and will remain) the holder of the Collateral Accounts;

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

(c) 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;

(d) 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;

(e) 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 Collateral
Account; and

(f) 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 and the Third Party Pledge Holder covenant that until the Pledge shall
be released by the Pledgee, they will immediately inform the Pledgee of any
attachment, execution or other legal process commenced or threatened in respect
of any Collateral Account or all or part of the Relevant Pledged Assets.

The representations, warranties and covenants under this Clause 5 are made as of the
date of the Agreement and are deemed repeated each time Relevant Pledged Assets are
credited to any Collateral Account.

No Re-Use Right of Relevant Pledged Assets

The Pledgee and the Pledgor agree, and the Third Party Pledge Holder acknowledge,
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.

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Accepted and agreed on

Acting for Eurex Clearing AG (as the Pledgee)

Name Name

Capacity Capacity

Accepted and agreed on

Acting for Clearstream Banking S.A.

Name Name

Capacity Capacity

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(Date)
Dear Sir_or Madams,

Please be informed that the Pledgor has pledged in favour of the Pledgee the assets-securities
standing to the credit of the account(s) numbered:

Account number(s) Account name(s)

that have been opened in the name of the Account Holder in your books (each a “Collateral
Account’) in accordance with a pledge agreement dated between the Pledgor as
pledgor, the Account Holder as third party pledge holder and the Pledgee as pledgee, and in particular
its Schedule 2 (the “Eurex Clearing Pledge Agreement”).

The pledge created in favour of the Pledgee has been notified to you by the Pledgor and the Pledgee
when entering into the collateral management services agreements fer-cotlateral givers-with you, and
notably when completing matching Appendixes A thereunder (in particular via the selection “TCMS PL”

services).

In the above context we hereby request CBL, and by signing the present notice CBL accepts, to waive
CBL’s retention right and pledge pursuant to Articles 43 and 44 Seetien+-of CBL’s General Terms and
Conditions (or any successor provision) with respect exclusively to the pledged assets standing to the
credit of the Collateral Account(s). CBL also agrees to not exercise its right of set off pursuant to
Article 46 of CBL’s General Terms and Conditions. To the extent not prevented by law, CBL agrees
not to permit any lien, claim, charge, pledge or Account. This waiver shall serve to supplement and
amend CBL’s General Terms and Conditions with respect to the subject matter contained herein.

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5.1

Representations, Warranties and Covenants

With respect to Luxembourg ISA Direct Pledged Securities Accounts and Collateral
Accounts where the Pledgor is not a party tothe Collateral Management Service
Agreement forthe Collateral Giver, the Pledgor hereby represents and covenants
that:

(a)

(b)
(c)

(d)

(e)

(f)

(9)

(h)

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

it has the right to pledge the Relevant Pledged Assets;

without prejudice to those actions referred to in (i) Clause 2.2 when Luxembourg ISA
Direct Pledged Securities Accounts are concerned, (ii) Clause 3.2 when CmaX ISA
Direct Luxembourg Pledged Securities Accounts are concerned (in addition to
notification and waiver under Clause 3.3 when the Third Party Pledge Holder is not
the Collateral Giver) and (iii) Clause 4.2 when GC Pooling Re-Use ISA Direct
Luxembourg Pledged Securities Accounts are concerned (in addition to notification
and waiver under Clause 4.5 when the Third Party Pledge Holder is not the
Collateral Giver), the Pledge shall be duly perfected and shall constitute a legal, valid
and binding first ranking security interest in the Luxembourg Pledged Securities
Accounts in favour of the Pledgee not subject to any prior or pari passu
encumbrance and is not liable to be avoided or otherwise set aside on the liquidation
or insolvency of the Pledgor or otherwise;

it will not transfer, assign, dispose of, pledge or otherwise encumber hereafter, the
Relevant Pledged Assets (otherwise than pursuant to the Pledge);

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;

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;

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

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.

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(ii) the release of the Pledge over the Relevant Pledged Assets to the GC
Pooling Re-use ISA Direct Luxembourg Pledged Securities Account has not
been irrevocably granted by the Pledgee to the Pledgor in full.

(b) The Collateral Giver 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 connected with all GC Pooling
Re-use ISA Direct Luxembourg Pledged Securities Accounts (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 GC Pooling Re-use ISA Direct Luxembourg Pledged
Securities Accounts 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.

(c) If the Third-Party Pledge Holder is not the Collateral Giver, it acknowledges and
accepts that:

(i) __ it shall not be entitled to serve any notification on CBL to close a GC Pooling
Re-use ISA Direct Luxembourg Pledged Securities Account, as long as: (a)
all outstanding Relevant Secured Liabilities connected with that GC Pooling
Re-use ISA Direct Luxembourg Pledged Securities Account have not been
satisfied in full, and (b) the release of all pledges over the Relevant Pledged
Assets to that GC Pooling Re-use ISA Direct Luxembourg Pledged
Securities Account has not been irrevocably granted by the Pledgee to the
Pledgor in full; and

(ii) it shall not be entitled to serve any notification on CBL to terminate their
business relationship as long as: (a) all outstanding Relevant Secured
Liabilities connected with all GC Pooling Re-use ISA Direct Luxembourg
Pledged Securities Accounts have not been satisfied in full, and (b) the
release of all pledges in favour of the Pledgee over the Relevant Pledged
Assets to all GC Pooling Re-use ISA Direct Luxembourg Pledged Securities
Accounts, has not been irrevocably granted by the Pledgee to the Pledgor in
full.

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Agreement. "Any communication,
notification and instruction in respect of an enforcement shall be solely given by the Pledgee to CBL.

CBL shall not verify or be responsible for the compliance of any instructions with the Eurex Clearing
Pledge Agreement or any other agreement between the Pledgor and the Pledgee and each of the
Pledgor and the Pledgee hereby agree that CBL shall not be held liable for any action or omission
whatsoever, whether taken or omitted to be taken, erroneously or not, by the Pledgor or the Pledgee.

CBL is hereby instructed to consider the securities standing to the credit of the Luxembourg ISA Direct
Pledged Securities Account(s) as pledged in favour of the Pledgee until CBL is expressly notified
otherwise by the Pledgee. CBL shall not comply with any unilateral release instructions from the
Pledgor (other than in relation to distributions, as provided above) until CBL receives a matching
instruction from the Pledgee.

The Account Holder hereby expressly authorises CBL to disclose to the Pledgee and the Pledgor
through the communication means selected by the Pledgee and the Pledgor (the “Authorisation”) any
reports and any information related to the Luxembourg ISA Direct Pledged Securities Account(s) (the
“Information’).

The Pledgor and the Account Holder hereby agree to hold harmless and not make any claim against
CBL for any loss, claim, liability, damage, cost or any expense whatsoever due to the disclosure to the
Pledgor or the Pledgee of all or any part of the Information.

Each of the Pledgor and the Pledgee hereby acknowledges and agrees that in the event the
Authorisation is revoked by the-Pledgerorthe Account Holder, CBL will no longer be entitled to
provide to the Pledgee and the Pledgor any Information and the Pledgor, the Account Holder and the
Pledgee hereby agree that CBL shall bear no responsibility towards them in such case.

In the absence of gross negligence or wilful misconduct on its part, CBL shall not be liable to the
Account Holder, the Pledgor and/or to the Pledgee for any loss, claim, liability, expense or damage
arising from any action taken or omitted to be taken by CBL, in connection with the provision of
services set out herein.

CBL shall not be liable for any action taken, or any failure to take any action required to be taken
which fulfils its obligations hereunder in the event and to the extent that the taking of such action or
such failure arises out of or is caused by events beyond CBL’s reasonable control, including, without
limitation, war, insurrection, riots, civil or military conflict, sabotage, labour unrest, strike, lock-out, fire,
water damage, acts of God, accident, explosion, mechanical breakdown, computer or systems failure,
failure of equipment, failure or malfunction of communications media, or interruption of power supplies;
the failure to perform, for any reason, of the Account Holder, the Pledgor and/or the Pledgee or of their
respective counterparty's depository, custodian, or financial institution; acts or omissions of issuers
and any entity acting for such issuers, order routers; the acts or omissions of (or the bankruptcy or
insolvency of) any of CBL's depositories, subdepositories, custodians, subcustodians or of any other
clearance system or of any carrier transporting securities between CBL and/or any of the foregoing;
the failure to perform for any reason of, or the incorrect performance of, any financial institution used
by and properly instructed by CBL to carry out payment instructions; reversal order, law, judicial
process, decree, regulation, order or other action of any government, governmental body (including
any court or tribunal or central bank or military authority), or self-regulatory organisation; the collection
or deposit or crediting to the Luxembourg ISA Direct Pledged Securities Account(s) of invalid,

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Schedule 2 - Attachment 2
Form of Notice of Waiver-of First Ranking PledgeCBL Rights Over Securities in
Cmax ISA Direct Luxembourg Pledged Securities Accounts and GC Pooling
Re-use ISA Direct Luxembourg Pledged Securities Accounts When the Third
Party Pledge Holder is not the Collateral Giver

by registered mail

To: From:

Clearstream Banking S.A., société anonyme

42, avenue John F. Kennedy * Third Party Pledge Holder (as “Account

L-1855 Luxembourg Holder’)
R.C.S. Luxembourg B 9248
(“CBL’)
* Address line 1 *Street no.
cc:
(Name) * Address line 2
(Address)
(as “Pledgor’)
* Postal code *Town/city
cc:
* Country

Eurex Clearing Aktiengesellschaft
Mergenthalerallee 61,

65760 Eschborn, First name and surname of the contact person

Federal Republic of Germany
Registered in the commercial register of the

local court * Phone *Fax
(Amtsgericht) in Frankfurt am Main

under HRB 44828

(as “Pledgee”) * E-mail

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