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44

45

Luxembourg Pledged Securities Account(s) is to be pledged in favour of Eurex
Clearing AG (altogether, the “Pledge Information’).

For the avoidance of any doubt, the provision of the Pledge Information to CBL by the
Collateral Giver through Appendix A will automatically entail compliance by CBL with the
Perfection Requirement; no further notice or instruction by the Collateral Giver, the
Pledgor (if different) or any other Party, to CBL shall be required, without prejudice
however to the notice that shall be served by the Third Party Pledge Holder to CBL when
the Pledgor is the Collateral Giver, in accordance with Clause 4.5 below. For all purposes
required, if the Collateral Giver is not the Pledgor, when completing Appendix A in the
manner above described and providing the Pledge Information to CBL, the Third Party
Pledge Holder shall be deemed to have received power from the Pledgor, as pledgor.
hereunder to complete the Pledge Information vis-a-vis CBL-

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 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.

Substitution

The substitution of Relevant Pledged Assets will be operated by CBLF_acting-on behalf
of Eurex-Glearing- AG, in accordance with SC-Xemacthe Collateral Management Service
Agreements.

Security

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

The Third Party Pledge Holder shall not permit to create any security over the Relevant
Pledged Assets and to the extent that the Third Party Pledge Holder is not the Collateral
Giver, ensure that CBL waives any security created pursuant to the CBL Governing
Documents over the GC Pooling Re-Use ISA Direct Luxembourg Pledged Securities
Accounts in accordance with Attachment 2 hereto.

To the extent that the Pledgor is not the Collateral Giver, it agrees and accepts that it
shall at its own expense promptly and duly execute, give all such assurances and
undertake all acts and things as the Pledgee may reasonably require as being necessary

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2.6

3.1

hall-fe rtof- the Rel t Pledged-Asset:
Pi ig r

Addi

nal covenants

The Pledgor and the Third Party Pledge Holder shall not be entitled to notify CBL of the
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.

Special Provisions with respect to Relevant Pledged Assets in Cmax 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:

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 Third Party Pledge Holder hereby acknowledges the Pledge created by the Pledgor
in favour of the Pledgee in relation to the Relevant Pledged Assets deposited from time to
time to the credit of the relevant CmaX ISA Direct Luxembourg Pledged Securities
Account pursuant to, and in accordance with, this Schedule 2 and hereby acknowledges
and confirms to hold such Relevant Pledged Assets from time to time standing to the
credit of the relevant Cmax ISA Direct Luxembourg Pledged Securities Account for the
benefit of the Pledgor, as owner of the Relevant Pledge Assets and pledgor, and Eurex
Clearing AG, as pledgee.

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Acting for the Pledgor

Name Name

Capacity Capacity

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47

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 2 in relation
to any GC Pooling Re-use ISA Direct Luxembourg Pledged Securities Account in order to
facilitate the enforcement and exercise of any such rights or any part thereof and in the
exercise of all powers, authorities and discretions vested in the Pledgee.

The Third Party Pledge Holder agrees, at the Pledgor’s expenses, to take such measures
and do such things as reasonably required by the Pledgee to perfect, protect and
facilitate the rights of the Pledgee under the Agreement and this Schedule.

To this end, the Pledgor and the Third Party Pledge Holder 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.

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.

The Third Party Pledge Holder shall not permit any transfer of Relevant Pledged Assets
from the credit of the GC Pooling Re-use ISA Direct Luxembourg Pledged Securities
Account, 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 and the Third Party Pledge Holder shall no longer permit that
any transfer of Relevant Pledged Assets from the credit of the GC Pooling Re-use ISA
Direct Luxembourg Pledged Securities Accounts be made (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 Collateral Giver shall enter into Collateral Management
Service Agreements with CBL regarding the management of the collateral in the

GC Pooling Re-use ISA Direct Luxembourg Pledged Securities Accounts in accordance
with the Clearing Conditions.

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 (through the Third Party Pledge Holder) to
exercise any Voting and Related Rights attached to the Relevant Pledged Assets,

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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 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
Cmax ISA Direct Luxembourg Pledged Securities Account, as long as:

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

(ii)_the release of the Pledge over the Relevant Pledged Assets to the CmaX
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 Cmax 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 CmaX 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 CmaX ISA
Direct Luxembourg Pledged Securities Account, as long as: (a) all
outstanding Relevant Secured Liabilities connected with that CmaX 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 Cmax 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 Cmax ISA Direct Luxembourg Pledged
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“Distributions”: al-assetsany 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

di 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, (b) an Enforcement Event or (c) in relation to the Third
Party Pledge Holder, [the termination of the appointment of the Clearing Agent] [

“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) in the name of the Third Party Pledge Holder.

“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 Third Party Pledge Holder.

“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 Ht 'y-Distributionsthi a
to-the-extent that th hall_also-be the subject matter of the Pledge i 4 ith
this Schedule-2) 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
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Schedule 1 — Attachment 2
Form of Notice to be given to Clearstream Banking S.A. in Case
of an Event of Default/Enforcement Event for (non-CmaX) Luxembourg
ISA Direct Pledged Securities Accounts!

To: From:

Clearstream Banking S.A. Eurex Clearing Aktiengesellschaft

To the attention of Mergenthalerallee 61,

42, avenue J.F. Kennedy 65760 Eschborn,

L-1855 Luxembourg Federal Republic of Germany

Grand Duchy of Luxembourg Registered in the commercial register of the

local court (Amtsgericht) in Frankfurt am
Main under HRB 44828
(as “Pledgee”)

cc:

(Name)
(Address)
(the “Pledgor’)
(Date)

Dear Sir or Madams,
Notice of an Enforcement Event

We refer to the bank account bearing number (the “Luxembourg ISA Direct
Pledged Securities Account”) opened in the name of the Pledgor with your institution.

We hereby give you notice pursuant to Clause 6.2 of Schedule 1 attached to the pledge agreement
dated between 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)
By:
Name:

Title:

To be used with (non-Cmax) Luxembourg ISA Direct Pledged Securities Account(s) held by the ISA Direct Clearing Member
= For Cmax ISA Direct Luxembourg Pledged Securities Account(s) and GC Pooling Re-use ISA Direct Luxembourg Pledged
Securities Account held by the ISA Direct Clearing Member, use CBL templates or secure messaging system in accordance

with the procedures set out in the Collateral Management Service Agreements.

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Accepted and agreed on

Eurex Clearing AG

Acting for Eurex Clearing AG (as the Pledge)

Name Name

Capacity Capacity

Accepted and agreed on

Clearstream Banking S.A.

Acting for Clearstream Banking S.A.

Name Name

Capacity Capacity

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44

4.2

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
Cmax ISA Direct Luxembourg Pledged Securities Accounts, has not been
irrevocably granted by the Pledgee to the Pledgor in full.

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:

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 Third Party Pledge Holder hereby acknowledges the Pledge created by the Pledgor
in favour of the Pledgee in relation to the Relevant Pledged Assets deposited from time to
time to the credit of the relevant GC Pooling Re-use ISA Direct Luxembourg Pledged
Securities Account pursuant to, and in accordance with, this Schedule 2 and hereby
acknowledges and confirms to hold such Relevant Pledged Assets from time to time
standing to the credit of the relevant GC Pooling Re-use ISA Direct Luxembourg Pledged
Securities Account for the benefit of the Pledgor, as owner of the Relevant Pledge Assets
and pledgor, and Eurex Clearing AG, as pledgee.

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

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 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 Collateral Giver shall
inform CBL by or through the execution of the Collateral Management Service Agreement
for Collateral Givers, and notably by the completion of Appendix A thereunder (the
“Appendix A") and request of “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 to the credit of the GC Pooling Re-use ISA Direct

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11

Definitions and Interpretations

Definitions

Unless the context requires otherwise, terms used but not defined in this Schedule 2 shall
have the meaning given to them (including by way of reference therein) in the text of the
Agreement and:

“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.

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

“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 Giver” means the collateral giver under the Collateral Management Service
Agreement for Collateral Givers, which may either be the Pledgor or the Third Party
Pledge Holder, in this later case only when the Pledgor is not eligible to be a client of
CBL.

“Collateral Management Service Agreements” means, in particular as regards the
collateral provided under Clause 3 and Clause 4 of this Schedule 2, (i) the Global
Ceollateral Mrmanagement Sservice Aagreement for multiple settlement locations
(collateral givers_version), including any relevant appendix thereto, in particular
Appendix 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 Collateral Giver as collateral giver, as may be amended by CBL and
the Collateral Giver from time to time by way of side letter or otherwise (the “Collateral
Management Service Agreement for Collateral Givers”), and (ii) the Global Ceollateral
Mmanagement Sservice Aagreement for multiple settlement locations (collateral receiver
version) including any relevant appendix thereto, in particular Appendix 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.

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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”)

(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 Pledgor in your books (each a “Luxembourg ISA Direct
Pledged Securities Account”) in accordance with a pledge agreement dated

between the Pledgor as pledgor and the Pledgee as pledgee, and in particular its Schedule 1 (the
“Eurex Clearing Pledge Agreement”).

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2.2

2.3

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 ISA Direct Pledged Securities Account; shall, as and when they are credited
to the Luxembourg ISA Direct Pledged Securities Account, be designated in CBL’s
books, collectively by reference to the relevant Luxembourg ISA Direct Pledged
Securities Account, as cetectively-pledged in favour of the Pledgee.

For this purpose, upon the execution of the Agreement, the Pledgor, the Third Party
Pledge Holder and the Pledgee shall execute the notice of Pledge set out in Attachment 1
hereto,
be sentby the Collateral Giverand send it to 5 CBL. The Collateral Giver shall. directly or

via the Third-Party Pledge Holder, 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 2, 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.

Security

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

The Third Party Pledge Holder shall neither create or permit to create any security over
the Relevant Pledged Assets and ensure that CBL waives any security created pursuant
to the CBL Governing Documents in accordance with Attachment 1 hereto.

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 2
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. The Third Party Pledge
Holder agrees, at the Pledgor’s expenses, to cooperate and take such measures and do
such things as reasonably required by the Pledgee to perfect, protect and facilitate the
rights of the Pledgee under the Agreement.

To this end, the Pledgor and the Third Party Pledge Holder 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.

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1.2

24

conversions, subdivisions, consolidations, redemptions, takeovers, pre-emption options
or other rights of similar nature.

Construction

Unless a contrary indication appears, any reference in this Schedule 2 to:

(a) the “Pledgor’, the “Pledgee’, the “Third Party Pledge Holder” 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 2 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.

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.

The Third Party Pledge Holder hereby acknowledges the Pledge created by the Pledgor
in favour of the Pledgee in relation to the Relevant Pledged Assets deposited from time to
time to the credit of the relevant Luxembourg ISA Direct Pledged Securities Account
pursuant to, and in accordance with, this Schedule 2, and hereby acknowledges and
confirms to hold such Relevant Pledged Assets from time to time standing to the credit of
the relevant Luxembourg ISA Direct Pledged Securities Account for the benefit of the
Pledgor, as owner of the Relevant Pledge Assets and pledgor, and Eurex Clearing AG, as
pledgee.

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Schedule 2 -
Pledges relating to ISA Direct Margin
in (non-CmaX and CmaX) Luxembourg Securities Accounts held by the
Third Party Pledge Holder-{TripartyVersion)'

This schedule 2 (the “Schedule 2”) is entered into
BETWEEN:

(1) the ISA Direct Clearing Member (as defined above in the agreement to which this
Schedule 2 is attached (the “Agreement’)) as pledgor (the “Pledgor’);

(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”); and

(3) the Third Party Pledge Holder (as defined in the Agreement) as third party pledge
holder (tiers détenteur de gage) (the “Third Party Pledge Holder’).

The Pledgor, Eurex Clearing AG and the Third Party Pledge Holder are hereinafter also referred to as
the “Parties” and each of them as a “Party”.

The Parties agree as follows:

‘Incase a specific operation/construction involves several Third Party Pledge Holders (for instance, a Clearing Agent and a
Third Party Account Holder), all having signed the main Agreement (the Agreement being hence a multiparty agreement),
this Schedule 2 shall be read as governing the relationship between the Pledgor, the Pledge and a relevant Third Party
Pledge Holder (the “Relevant Third Party Pledge Holder’) in a triparty manner and with respect to the relevant Collateral
Accounts opened in the name of that Relevant Third Party Pledge Holder and excluding any other Third Party Pledge Holder
(the “Other Third Party Pledge Holder’) and the Collateral Accounts opened in the name of the Other Third Party Pledge
Holder. In other words, there will be as many Agreements and related Schedule 2 concluded as there will be different Third

Party Pledge Holders involved.
Accordingly, the analysis of the required notices to be served to CBL under Attachments 1 or 2 hereunder (as applicable)

shall be made by reference to each triparty relationship considering the relevant type of Collateral Accounts of the Relevant
Third Party Pledge Holder and the role of the Relevant Third Party Pledge Holder (whether it is the Collateral Giver or not).

In the above context:

(a) where (non-CmaX) Luxembourg ISA Direct Pledged Securities Accounts are concemed: the Relevant Third Party Pledge
Holder may-only-be the-Clearing Agent-and-a notice in the form of Attachment 1 hereto will always be required;

(b) where CmaX ISA Direct Luxembourg Pledged Securities Accounts and GC Pooling Re-Use ISA Direct Luxembourg
Pledged Securities Accounts are concemed: the Relevant Third Party Pledge Holder (which may either be the Clearing
Agent or the Third Party Account Holder) will be required to serve a notice to CBL in accordance with Attachment 2 hereto if
it is not the Collateral Giver. In case it is the Collateral Giver, no notices are required to be made specifically under this
Agreement.

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standing to the credit of the Luxembourg ISA Direct Pledged Securities Account(s). CBL also agrees
not to 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 Relevant Pledged Assets held in a Luxembourg ISA Direct 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 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,

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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 Cmax ISA Direct Luxembourg Pledged Securities Account, be designated in CBL’s
books, collectively by reference to the relevant Cmax 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 Collateral Giver 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-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 to 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 Collateral Giver_and the Pledgee through matching
Appendixes A will automatically entail compliance by CBL with the Perfection
Requirement; no further notice or instruction by the Collateral Giver, the Pledgor (if
different) or any other Party, to CBL shall be required, without prejudice however to the
notice that shall be served by the Third Party Pledge Holder to CBL when the Pledgor is
the Collateral Giver, in accordance with Clause 3.3 below. For all purposes required, if
the Collateral Giver is not the Pledgor, when completing its Appendix A in the manner
above described and providing the Pledge Information to CBL, the Third Party Pledge
Holder shall be deemed to have received power from the Pledgor, as pledgor, hereunder
to complete the Pledge Information vis-a-vis CBL.

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.

ds ith-th: js the Collateral M t Service A ts.

3.3 Security

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

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

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 (through the Third Party Pledge Holder) to
exercise any Voting and Related Rights attached to the Relevant Pledged Assets,
the Pledgor-Collateral Giver shall first organise arrange-for-the substitution of 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 Collateral Giver 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.

Jong Event of Default h: d-Distributi ilL_be-collected by the Pledg
dited-to-the-C: ISA Direct Pledged-S ities A tsi d ith
the Collateral M: a ices A "
g g
As-of thi fan Event of Default_the Pled: ire-that
7 ig et

(c) Substitutions

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

The Pledgor hereby agrees 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 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 Pledgor, CBL will no longer be entitled to provide to the Pledgee any
Information related to the Pledgor hereunder and the Pledgor 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 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 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, fraudulent or forged securities; and
any act, omission or fact due to the Pledgor and/or the Pledgee.

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 Sectionttof the General Terms and
Conditions (or any successor provision) with respect exclusively to the Relevant Pledged Assets
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As a result and in accordance with Article 5 (2) (a) (iv) of the Luxembourg law of 5 August 2005 on
financial collateral arrangements, Wwe would be grateful if CBL could designate in its books that theany
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 Pledgor, as-are collectively pledged in CBL’s
books, collectively-for the benefit of the Pledgee. Please note that the pledge-created by the Eurex

Clearing Pledge A tal ts-of principal mT distribut db
g- geAg pay PARE: iP
f interest_dividend: ther-distributi f kind-what ith respect-t ity int

ditofat bi ISA Direct Pledged S.
g ig

The Pledgee and the Pledgor have agreed in the Eurex Clearing Pledge Agreement that GBL-shall,

pt therwise_provided_in the E: Clearing Pledge-Ag t-(and_stated_herein}except in
relation to distribution and_as further provided below, CBL_ shall act solely in accordance with the
instructions of the Pledgee.

As-partoHthi ie trot AanismatThe 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 of
the Pledgee 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

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

Until CBL is notified of the occurrence of an Event of Default or Enforcement Eventtethe-centrary
by-the-Pledgee, CBL shall be authorised to follow any instructions of the Pledgor 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.

The Pledgor hereby agrees that, for the purposes of the authorisation of the Pledgee by the Pledgor as
set out above, it shall be fully liable to CBL for any and all obligations created on its behalf pursuant to
the authority described above and undertakes to ratify whatever the Pledgee causes to be done under
such authority. The Pledgor hereby agrees and confirms that CBL shall not be liable and that the Pledgor
indemnifies, exonerates and holds 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, the Pledgee will be entitled to enforce
the Pledge pursuant to Clause 6 of Schedule 1 to the Eurex Clearing Pledge Agreement. In accordance
with the above account control mechanism, any communication, notification and instruction in respect
of enforcement shall be solely given by the Pledgee to CBL.

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2.4 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.
The Third Party Pledge Holder shall not permit any transfer of Relevant Pledged Assets
from the credit of the Luxembourg ISA Direct Pledged Securities Accounts, 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 and the Third Party Pledge Holder shall no longer permit that
any transfer of Relevant Pledged Assets from the credit of the Luxembourg ISA Direct
Pledged Securities Accounts be made (except as otherwise agreed with the Pledgee)
and the Pledgee is entitled to notify CBL of the occurrence of the Event of Default.
25 Rights attached to the Relevant Pledged Assets
(a) Voting and Related Rights
Provided that the Pledgor decides (through the Third Party Pledge Holder) to
exercise any Voting and Related Rights attached to the Relevant Pledged Assets,
the Pledgor shall arrange for the Third Party Pledge Holder to 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 Rrelevant Security out of
Pledged-Assetsfrom-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 Third-Party Pledge Holder shall
be entitled to instruct CBL to transfer any such Distributions out of the Luxembourg
ISA Direct Pledged Securities Account.
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.
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3.4

3.5

The Third Party Pledge Holder shall not permit to create any security over the Relevant
Pledged Assets and to the extent that the Third Party Pledge Holder is not the Collateral
Giver, ensure that CBL waives any security created pursuant to the CBL Governing
Documents over the CmaX ISA Direct Luxembourg Pledged Securities Accounts in
accordance with Attachment 2 hereto.

To the extent that the Pledgor is not the Collateral Giver, it agrees and accepts that it
shall at its own expense promptly and duly execute, give all such assurances and
undertake all 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 2 in relation
to any Cmax ISA Direct Luxembourg Pledged Securities Account in order to facilitate the
enforcement and exercise of any such rights or any part thereof and in the exercise of all
powers, authorities and discretions vested in the Pledgee.

The Third Party Pledge Holder agrees, at the Pledgor’s expenses, to cooperate and take
such measures and do such things as reasonably required by the Pledgee to perfect,
protect and facilitate the rights of the Pledgee under the Agreement and this Schedule_2.

To this end, the Pledgor and the Third Party Pledge Holder 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.

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.

The Third Party Pledge Holder shall not permit any transfer of Relevant Pledged Assets
from the credit of the CmaX ISA Direct Luxembourg Pledged Securities Accounts, 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 and the Third Party Pledge Holder shall no longer permit that
any transfer of Relevant Pledged Assets from the credit of the CmaX ISA Direct
Luxembourg Pledged Securities Accounts be made (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 Collateral Giver shall have entered into Collateral
Management Service Agreements with CBL regarding-for the management of the
Relevant Pledged Assets standing from time to time to the credit coltateralinof the Cmax

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