Securities Lending and Borrowing - · PDF fileClearstream Banking Luxembourg January 2010 SLB Rules and regulations Page 1 Rules and regulations General The Clearstream Banking Securities

Securities Lending and Borrowing

Rules and regulations

January 2010

Securities Lending and Borrowing Rules and regulations

January 2010

Document number: 6118

This document is the property of Clearstream Banking, société anonyme (“Clearstream Banking”). No part of this documentmay be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying andrecording, for any purpose without the express written consent of Clearstream Banking.

© Copyright Clearstream International S.A. (2010). All rights reserved.

Clearstream is a registered trademark of Clearstream International S.A. Clearstream International S.A. is a Deutsche BörseGroup company.

Contents

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. General operation . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3. Organisation of the Loan . . . . . . . . . . . . . . . . . . . 3

3.1 Operation of Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.2 Borrowing request by the Customer . . . . . . . . . 33.3 Selection of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.4 Confirmation to the Borrower and the Lender 43.5 Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.6 Availability of the Loan . . . . . . . . . . . . . . . . . . . . . . . . 5

4. Management of the Loan . . . . . . . . . . . . . . . . . . 5

4.1 Supervision of Collateral by the Collateral Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

4.2 Income Distributions and Corporate Actions 54.3 Termination of loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54.4 Redelivery of Borrowed Securities and

return of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. Default of Borrower . . . . . . . . . . . . . . . . . . . . . . . . 6

5.1 Events of default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.2 Reimbursement of Lender . . . . . . . . . . . . . . . . . . . . 65.3 Enforcement of the Collateral . . . . . . . . . . . . . . . . 8

6. Lending income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

7. Borrowing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

8. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

9. Lenders’ warranty . . . . . . . . . . . . . . . . . . . . . . . . . . 9

10. Borrowers’ warranty . . . . . . . . . . . . . . . . . . . . . . 9

11. Termination of services . . . . . . . . . . . . . . . . . . . 9

12. Regulatory changes . . . . . . . . . . . . . . . . . . . . . . . 10

13. Notifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

14. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

15. Entire agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 10

16. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

17. Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

18. Non-waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

19. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

20. Governing law, jurisdiction and situs . 11

Letter of Agreement and Acceptance . . . . . . . 13

Appendix A. Eligible securities . . . . . . . . . . . . . . . 15

Appendix B. Third Party Guarantor(s) . . . . . . 15

Appendix C. Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . 15

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January 2010 Clearstream Banking LuxembourgContents – ii SLB Rules and regulations


General

The Clearstream Banking Securities Lending and Borrowing Rules and Regulations are designed to allow Customers of Clearstream Banking to borrow Securities from or lend Securities to other Customers in Clearstream Banking.

All rights and obligations under these Securities Lending and Borrowing Rules and Regulations to reimburse, deliver or redeliver Securities, Collateral or Equivalent Collateral, to account for any of the same, to make payment or otherwise, shall be the rights and obligations of the Lender or the Borrower as principals in the transaction. All transactions carried out under the Clearstream Banking Securities Lending and Borrowing Rules and Regulations will be effected in accordance with the terms of the Rules and the Clearstream Banking General Terms and Conditions, as in effect from time to time, which govern the general rights and responsibilities of Clearstream Banking and its Customers.

The Clearstream Banking Securities Lending and Borrowing Programme includes all financial instruments accepted in Clearstream Banking as listed in Appendix A, as amended from time to time. Any such amendments will be announced to Borrowers and Lenders via Clearstream Banking Announcements.

These Clearstream Banking Securities Lending and Borrowing Rules and Regulations shall be considered a Clearstream Banking Governing Document as set forth in the Clearstream Banking General Terms and Conditions. Upon signature of the Letter of Agreement and Acceptance, Clearstream Banking Customers expressly agree to be bound by the terms and conditions of these Clearstream Banking Securities Lending and Borrowing Rules and Regulations, as set forth below.

1. Definitions

For purposes of these Clearstream Banking Securities Lending and Borrowing Rules and Regulations (hereinafter “Rules”) the following terms shall have the following meanings:

Authenticated MessageMeans a communication that is in writing and signed by duly authorised signatories, or that is sent by SWIFT, CreationOnline or any other secure communication method accepted from time to time by Clearstream Banking.

BorrowerMeans a Clearstream Banking Customer for whom a Loan has been or is to be arranged.

Business DayMeans a day on which Clearstream Banking is open for business.

CashMeans any and all currencies (including compound currency units) as may be accepted in Clearstream Banking from time to time, as set forth in Clearstream Banking Governing Documents.

Clearstream BankingMeans Clearstream Banking, a duly licensed bank organised as a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg.

CollateralMeans all present and future Securities or precious metals, other property (including any substitutions and additions thereto) or any combination thereof and all claims of the Borrower with respect to its Securities, and precious metals accounts, now or in the future, whether at Clearstream Banking’s premises or at any other location, as shall be communicated by Clearstream Banking from time to time, which are held by a Borrower (or on behalf of a Borrower) in the Clearstream Banking system to secure the satisfaction of all obligations of the Borrower arising under the Clearstream Banking Securities Lending and Borrowing Programme, both now and in the future.

Such Collateral shall include all such assets and the balance, from time to time, of the cash account(s) of the Borrower with Clearstream Banking as well as Equivalent Collateral as defined below. All securities accounts the Borrower holds with Clearstream Banking and for which Clearstream Banking has not waived its rights granted under Article 44 of Clearstream Banking General Terms and Conditions are special accounts for the purpose of perfecting the pledge granted under these Rules. Securities may be otherwise identified (for example, by reference to the term “blocked”) as being pledged.

Collateral AgentMeans Clearstream International, société anonyme, acting as collateral agent on behalf of Clearstream Banking and the Lender, pursuant to these Rules.

Collateral ValueMeans the market value of Securities used as Collateral or Equivalent Collateral less the deduction of a certain percentage of such market value, as determined by Clearstream Banking and set forth in Clearstream Banking Governing Documents from time to time.

Clearstream Banking Luxembourg January 2010SLB Rules and regulations Page 1


Coverage ValueMeans the market value of Securities loaned plus an additional percentage of such market value as determined by Clearstream Banking and set forth in Clearstream Banking Governing Documents from time to time.

CustomerMeans a physical person or corporate entity that has been admitted to Clearstream Banking in conformity with the provisions of these Rules.

Event of DefaultMeans any of those events specified in Article 5.1.

Equivalent CollateralMeans Collateral, as defined above, which is of equivalent Collateral Value to the Collateral provided by a Borrower to secure a Loan.

Governing DocumentsMeans the Clearstream Banking General Terms and Conditions and the Customer Handbook which may be amended from time to time, and such other documents as Clearstream Banking may, from time to time, so designate. Any amendment to Clearstream Banking Governing Documents shall be notified in advance by Clearstream Banking via Clearstream Banking Announcement.

GuaranteeMeans either, as the case may be, the Clearstream Banking commitment or the agreement signed by the Third Party Guarantor as set forth in these Rules to reimburse the Lender in case of an Event of Default as set forth in these Rules.

GuarantorMeans Clearstream Banking in its capacity as Guarantor of Loans that are collateralised.

LenderMeans the Clearstream Banking Customer who has made Loans or has agreed to make available Securities for Loans to Borrower(s), pursuant to these Rules.

LoanMeans a request for a loan or an actual loan of Securities made pursuant to and subject to these Rules.

PurchaseMeans a purchase of replacement Securities against the Borrower failing to return relevant Securities upon expiry of the Recall Period.

Purchase AgentMeans an agent instructed by Clearstream Banking on behalf and for account of the Borrower to purchase replacement Securities in the event of a Purchase.

Purchase PeriodMeans a period of time as defined in Appendix C starting upon the end of the Recall Period.

Recall PeriodMeans a period of time as defined in Appendix C starting upon the effective day of the termination of a Loan for any reason.

RulesMeans these Clearstream Banking Securities Lending and Borrowing Rules and Regulations including all Appendices, as amended or modified from time to time, unless otherwise stated.

SecuritiesMeans any shares, bond, note, certificate, certificate of deposit, instrument or right representing property rights or claims (including a right not represented by certificate) as well as all other debentures or any other financial instrument which may be pledged in the same form as Securities according to Luxembourg law.

Securities Lending and Borrowing Programme or ProgrammeMeans the Securities Lending and Borrowing Service provided by Clearstream Banking to Clearstream Banking Customers in accordance with the terms and conditions of these Rules.

Third Party GuarantorMeans the financial institution(s) as indicated from time to time in Appendix B which in its/their own discretion accept(s) to guarantee Loans that are not collateralised.

2. General operation

All Customers desiring to participate in the Clearstream Banking Securities Lending and Borrowing Programme, either as Borrowers or Lenders, must notify Clearstream Banking of their willingness to make and participate in the Programme by completing a Letter of Agreement and Acceptance of the terms and conditions of these Rules.

Upon (i) signature of all required documentation by duly authorised signatories and (ii) acceptance to the Securities Lending and Borrowing Programme, a Clearstream Banking Customer acting as a Borrower may request Clearstream Banking to arrange for borrowing Securities from another Clearstream Banking Customer acting as a Lender.

These Rules shall not be construed as granting the Borrower the right to obtain a Loan, but merely set forth the terms and conditions under which a Loan, if granted, shall be carried out. If granted, Loans may consist of any and all Securities as set forth in Appendix A, as may be amended from time to time.

January 2010 Clearstream Banking LuxembourgPage 2 SLB Rules and regulations


Clearstream Banking reserves the right to refuse any loan request for any reason whatsoever. Clearstream Banking shall not be required to disclose the reasons underlying such refusal and shall not be liable for any consequences of such refusal.

Customers may choose to be either “automatic” or “case by case” Lenders. Automatic Lenders authorise Clearstream Banking to lend Securities whenever needed and such authorisation shall remain valid until Clearstream Banking receives written notification of revocation of such authorisation. Such revocation shall become effective on the third Business Day of its receipt by Clearstream Banking. Case by case Lenders are required to authorise each Loan on an individual basis.

Customers may choose to be either “automatic” or “case by case” Borrowers. Loans for automatic Borrowers are started whenever needed but only for pre-matched against payment instructions.

Borrowers authorise Clearstream Banking to effect such Loans and such authorisation shall remain valid until Clearstream Banking receives written notification of revocation of such authorisation. Such revocation shall become effective on the third Business Day of its receipt by Clearstream Banking. Case by case Borrowers must contact Clearstream Banking to request each Loan.

If the Loan is effected, reimbursement to the Lender is guaranteed by either, as the case may be, the Guarantor or the Third Party Guarantor in accordance with these Rules. Only Securities approved for this Securities Lending and Borrowing Programme are eligible to be loaned. All Securities involved in this Securities Lending and Borrowing Programme must be made available through Clearstream Banking.

Clearstream Banking is not authorised to disclose the identities of the Lenders and Borrowers to their counterparties who, subject to the provisions of Article 5.1 and Article 8, shall remain anonymous to each other. Notwithstanding the preceding sentence and in the event the Loan is guaranteed by the Third Party Guarantor, information which is necessary to control its guarantee shall be disclosed to the Third Party Guarantor. Lenders and Borrowers expressly agree to such disclosure.

3. Organisation of the Loan

3.1 Operation of Loan

The Lender will lend Securities to the Borrower, and the Borrower will borrow Securities from the Lender by book entry in the Clearstream Banking system and in accordance with the terms and conditions of these Rules.

Clearstream Banking undertakes to locate the required Securities from among participating Lenders and to effect transfers of Securities to the Borrower subject to availability of such Securities and the limitations established under these Rules.

For automatic Borrowers, Loans may be initiated when an insufficiency of provision in a Borrower’s account is identified. For case by case Borrowers, Loans may be started upon the Borrower’s request subject to Clearstream Banking’s confirmation in writing, by fax or Authenticated Message. All Loans are subject to availability of the required Securities.

For automatic Lenders, Securities may be automatically debited to the Lender’s account upon the identification of an insufficiency in a Borrower’s account and determination that the Lender is eligible to loan such Securities. For case by case Lenders, Securities may be debited to the Lender’s account upon receipt by Clearstream Banking of the Lender’s approval, subject to Clearstream Banking’s confirmation in writing, by fax or Authenticated Message.

For Loans which are required to be collateralised, the Borrower shall ensure that sufficient Collateral is available prior to or simultaneously with the delivery of the borrowed Securities.

The Borrower shall redeliver borrowed Securities according to the terms of these Rules. Redelivery shall take place by book entry in Clearstream Banking or as otherwise agreed in writing.

If the Borrower fails to return borrowed Securities pursuant to the terms of these Rules, in addition to the consequences of such failure as described in Article 5, the Borrower shall be assessed additional charges. A fee schedule listing borrowing fees, lending fees and additional charges, as established by Clearstream Banking from time to time, is available to Borrowers and Lenders upon request.

Rates are subject to change upon advance notification by Clearstream Banking via Clearstream Banking Announcement or Authenticated Message. Customers shall be deemed to have consented to any modification of the fee schedule unless the Customer notifies Clearstream Banking of its termination of the use of services under this Programme in accordance with Article 11, before such modification takes effect.

3.2 Borrowing request by the Customer

For automatic borrowing, Loans may be arranged automatically when a shortfall in a Securities position would occur in a Borrower’s account, provided there is an adequate number of lendable Securities available from participating Lenders and the Borrower is eligible to borrow under the terms of this Agreement.



There is no need to contact Clearstream Banking in advance of such automatic Loans.

For case by case borrowing, Customers wishing to borrow Securities must notify Clearstream Banking specifying the relevant issue and the nominal amount.

Any borrowing requests, be it for automatic or for case by case Borrowers which have been accepted by Clearstream Banking, will be handled following the settlement sequence on a first come first served basis.

3.3 Selection of Lenders

For automatic lending, Clearstream Banking will check the Securities balances in the relevant issue of all Customers who have notified their willingness to lend on an automatic basis, in order to locate the requested Securities. Participating Lenders having positions in the requested Security will be considered for the Loan.

For case by case lending, Lenders who have balances in the requested Security and who have indicated their willingness to lend on a case by case basis will be contacted individually and must approve the Loan before Clearstream Banking will effect the transaction.

Potential Lenders are contacted on a random basis and will be notified of the specification of issue of Securities and nominal amount requested.

3.4 Confirmation to the Borrower and the Lender

Both the Borrower and the Lender will receive written confirmation of the operation by Clearstream Banking in the form of daily reports, according to the Clearstream Banking reporting policy in force from time to time.

3.5 Collateral

As security for its present and future obligations towards Clearstream Banking under this Agreement, for the guarantee obligations undertaken herein by Clearstream Banking pursuant to Article 5.2 and the cost and expenses in favour of the Collateral Agent referred to in Article 5.3 paragraph 5, the Borrower herewith grants a first priority pledge in the Collateral to the Guarantor and to the Collateral Agent.

As security for its obligations towards the Lenders that have or will in the future loan Securities to it, the Borrower herewith grants a second ranking pledge in the Collateral to the Lenders and to the Collateral Agent.

The Guarantor and the Lenders appoint the Collateral Agent to manage the Collateral pledged to them as their agent.

The Collateral Agent is expressly relieved from any duty to provide to the Lenders information on the Collateral or the Collateral valuation. The Collateral Agent shall only be liable for its gross negligence.

Any and all Collateral required from the Borrower to secure its present and future obligations arising under these Rules shall be blocked (“earmarked” as pledged) in an account by Clearstream Banking for the Collateral Agent acting on behalf of the Guarantor and the Lender. Collateral so blocked is hereby pledged in favour of the Collateral Agent acting on behalf of the Guarantor and the Lender. The Borrower hereby authorises the Collateral Agent to carry out any and all procedures necessary to perfect such pledge and expressly agree to the pledge of such Collateral in favour of the Collateral Agent acting on behalf of the Guarantor and the Lender. The Borrower shall bear all costs of perfecting such pledge.

To the extent that Collateral includes cash, the Borrower hereby pledges the balance, as may exist from time to time, in its cash accounts with Clearstream Banking in favour of the Collateral Agent acting on behalf of the Guarantor and the Lender.

The Collateral Value of the Securities and cash pledged under this Programme must at all times be no less than the required Coverage Value of the Securities loaned, as may be established by and in conformity with Clearstream Banking Governing Documents from time to time by the Collateral Agent, plus the total of all other obligations of the Borrower outstanding at any time under or in connection with this Programme.

Collateral Value and Coverage Value calculation criteria for Securities are made available to Lenders and Borrowers upon request.

The Collateral Agent may delegate Collateral Value and Coverage Value calculation to Clearstream Banking.

The Collateral Agent reserves the right to change Collateral Value and/or Coverage Value calculation criteria at any time and to enforce such changes. Customers will be notified in advance of such changes, which will be published in Clearstream Banking Governing Documents. Customers shall be deemed to have consented to any modification of Collateral Values and/or Coverage Values unless the customer notifies Clearstream Banking of its termination of the services provided under this Programme, in accordance with Article 11, before such modification takes effect.

The Collateral Agent reserves the right to allocate a zero Collateral Value to Collateral it deems unacceptable for any reason whatsoever and to demand that a Borrower provide substitute Collateral for Collateral which has been previously allocated a Collateral Value.



The Borrower may substitute Equivalent Collateral for any Collateral delivered and it is expressly agreed that such substitution shall not affect the validity of these Rules and shall not lead to novation.

The Borrower hereby expressly agrees that all pledged accounts constitute special accounts for the purpose of execution of the pledge granted under and pursuant to these Rules.

3.6 Availability of the Loan

All Loans, automatic and case by case, may be effected only if adequate Securities are available and no Event of Default has occurred. Securities are debited from the Lender’s Securities account and credited to the Borrower’s Securities account through book entry in Clearstream Banking.

4. Management of the Loan

4.1 Supervision of Collateral by the Collateral Agent

The Collateral Agent will review the value of both the Securities borrowed and of the Collateral on each Business Day. Foreign exchange rates will be reviewed on a daily basis.

In the event that the Collateral Value of the Securities and cash pledged by the Borrower under this Programme is lower than the Coverage Value of the Securities loaned, Borrowers agree to irrevocably deposit sufficient additional Collateral, no later than the next Business Day, so as to ensure that the Collateral Value equals at least the Coverage Value of the Securities loaned.

All Borrowers expressly authorise Clearstream Banking to debit the Borrower’s Securities or cash accounts to the extent required to maintain the value of the Collateral at the Coverage Value of the Securities loaned.

In the event that there is insufficient Collateral available in the Borrower’s Securities or cash accounts to bring the Collateral Value of the Securities and cash pledged under this Programme up to the Coverage Value of the Securities loaned, and the Borrower fails to provide additional Collateral upon request by the Collateral Agent, and in no case later than the next Business Day following this request, the Borrower will be in default and the Loan will be terminated in accordance with Article 5.

4.2 Income Distributions and Corporate Actions

4.2.1 Income Distributions

Income paid by an issuer on borrowed Securities for interest payments or full or partial redemption will be automatically debited from the Borrower’s cash account and credited to the Lender’s cash account. Borrowers and Lenders expressly authorise Clearstream Banking to make such debits and credits. For a full redemption, the loan is deemed to be terminated; for a partial redemption, the redelivery obligation of the Borrower is deemed to be executed pro rata with respect to the redemption amount.

4.2.2 Corporate Actions

Unless otherwise agreed in writing, for any other right whatsoever attached to a Security, it is the responsibility of the Borrower to return the borrowed Securities in such time as is necessary, before the record date or the exercise date, as the case may be, to permit the Lender to exercise such right(s). If the borrowed Securities are not returned in sufficient time to permit the Lender to exercise such right(s), the Borrower shall be liable to the Lender(s) for any loss borne by the Lender(s).

Without prejudice to the foregoing, where, in accordance with the terms and conditions of a Security, there is a record date for determining who is entitled to exercise a right or to receive a distribution in cash or in securities and where such a record date has passed at the time a notification of the right or the distribution is made by the issuer, the Borrower shall not be obliged to return the borrowed Securities to the Lender and shall not be liable to the Lender(s) for any loss borne by the Lender(s).

Clearstream Banking shall bear no liability related to the exercise or non-exercise of a right described in this Article 4.2.2.

4.3 Termination of loan

Loans are granted for an undetermined period of time and will terminate:

• automatically upon redelivery of loaned Securities;

• if termination is requested by Clearstream Banking acting, as the case may be, on its own or on the Third Party Guarantor’s behalf; as soon as possible upon notification by Clearstream Banking, but in no case later than three (3) Business Days thereafter;

• if termination is requested by the Lender, explicitly or implicitly in the event the Lender instructs the loaned Securities to be transferred out of its account; forthwith in cases where the requested Securities are available from other Lenders.



In cases where the requested Securities are not available from other Lenders, not later than upon the expiration of three (3) Business Days after receipt by the Borrower of the notification of termination. Termination shall be notified by Authenticated Message and shall be deemed to have been received by the Borrower when dispatched by Clearstream Banking;

• if there is an Event of Default; forthwith, according to the terms of Article 5.

Any request for a Loan termination to Clearstream Banking must specify the date of termination and is subject to the obligation that transactions which have been entered into but not discharged at the time such notice is given, are discharged in accordance with these Rules. If no termination date is specified, the services provided under these Rules shall terminate according to the limits established in this Article 4.3.

Redelivery of Securities does not terminate the Borrower’s responsibility to fulfil all other obligations required under these Rules.

4.4 Redelivery of Borrowed Securities and return of Collateral

Upon termination of the loan according to the terms of these Rules, the borrowed Securities shall be redelivered by the Borrower and credited to the Lender’s Securities account. Upon redelivery of the borrowed Securities, the Borrower’s Collateral shall be simultaneously released from designation as pledged, provided that all of the Borrowers obligations under these Rules have been fulfilled. Clearstream Banking shall make available the lent Securities to the Lender upon redelivery.

5. Default of Borrower

5.1 Events of default

The occurrence of any of the following events shall be considered an Event of Default:

• failure of the Borrower to redeliver borrowed Securities upon termination, according to the terms of these Rules (“Specific Default”);

• failure of the Borrower to provide additional Collateral as specified under Article 4.1 above;

• breach by the Borrower of any obligation arising under these Rules or any obligation arising under any other Securities lending or financing agreements which may be in force between the Borrower and Clearstream Banking;

• occurrence of any of the termination provisions set forth in Article 55 of the Clearstream Banking General Terms and Conditions;

• any indebtedness of the Borrower is not paid when due.

In case of an Event of Default Clearstream Banking may disclose the identity of the Borrower to the Lender and, as the case may be, to the Third Party Guarantor.

Notwithstanding the above list of events, Clearstream Banking expressly retains the right to determine, on a case by case basis, that a particular event does not constitute an Event of Default.

5.2 Reimbursement of Lender

Subject to the provisions of Article 5.1 above, upon the occurrence of an Event of Default, any and all outstanding Loans will be automatically terminated (except in the event of a Specific Default where Clearstream Banking may, in its discretion, decide on such automatic termination) and Clearstream Banking may, in its discretion, notify the Lenders accordingly on the date of default by Authenticated Message.

Clearstream Banking, acting as Guarantor, or, as the case may be, the Third Party Guarantor, in the case of an Event of Default, guarantees that the Lender will be indemnified as follows:

(a) Receipt of Securities equivalent to those which were on Loan.

Upon the Borrower’s failure to redeliver borrowed Securities at the end of the Recall Period, and unless the Lender has notified within the deadlines as stipulated in Appendix C to Clearstream Banking by Authenticated Message that it wishes to receive an equivalent cash payment as defined under Article 5. 2. (b), Clearstream Banking will use reasonable efforts for a period of time as defined in Appendix C, via a Purchase procedure, to acquire equivalent Securities to those borrowed but not returned by the Borrower. The Borrower hereby irrevocably appoints Clearstream Banking to carry out such Purchase on the Borrower’s behalf and at the Borrower’s cost and risk. Clearstream Banking may appoint a Purchase Agent of its discretionary choice for this purpose. The Purchase Agent shall be instructed to purchase the Securities from a recognised market maker for guaranteed delivery in such market, wherever possible, on such terms and at such price as Clearstream Banking in its sole discretion may judge as reasonable.



Clearstream Banking shall notify the Borrower and the Lender of the beginning of the Purchase. Upon such notification, Clearstream Banking or the Purchase Agent shall be irrevocably appointed by the Borrower to proceed with the Purchase.

The Borrower will be notified upon successful execution of the Purchase and the Lender will be credited with the Securities.

If despite several attempts within the deadlines defined in Appendix C, Clearstream Banking or the Purchase Agent fail to successfully purchase equivalent Securities, Clearstream Banking will inform the Lender and the Borrower accordingly. Thereupon, the Lender may notify to Clearstream Banking by Authenticated Message either that it wishes to receive an equivalent cash payment as defined under Article 5. 2. (b) or that the Lender wishes the Loan to continue. In the absence of such notice, the Loan will continue until further notice.

All costs associated with the Purchase will be debited to the cash account of the Borrower in default. The Borrower in default will be notified in due course by Clearstream Banking of the exact amount and value date of the debit. In the event of the Borrower’s failure to ensure that its Cash Account has adequate funds provision to cover the cost of closing out this Loan on the settlement date of the Purchase during Clearstream Banking’s overnight processing, continuous settlement processing or daytime processing, then, as the case may be, either sufficient Collateral in the Borrower’s Account will be liquidated, or the Third Guarantor will be called upon, to cover the total default amount.

If the Borrower defaults in the full redelivery of Securities borrowed from more than one Lender and due for redelivery on the same date, then Clearstream Banking shall allocate to such Lenders the redelivered Securities in proportion to the number of the relevant Securities loaned to the Borrower by each such Lender.

(b) Cash reimbursement equal to the market value of the Securities on Loan.

If the Lender upon the Borrower’s failure to redeliver borrowed Securities at the end of the Recall Period has notified Clearstream Banking by Authenticated Message that it wishes to receive an equivalent cash payment for the borrowed Securities or if the Purchase has not been successful within the deadlines as indicated in Appendix C and the Lender has given notice that it wishes to receive cash payment, Clearstream

Banking shall credit the Lender’s Cash Account by debit of the Borrower’s Cash account, without prior notice to the Borrower, an amount equivalent to the value on termination date of the loaned Securities which were borrowed and not returned, plus accrued interest and the lending income due to the Lender (including all penalties, if any), together the “Lender Reimbursement Amount”. The value of the Securities shall be their market value at the end of the Business Day on the date the Loan was terminated for any reason, as determined by Clearstream Banking. Clearstream Banking shall determine such value based on market quotations obtained from generally accepted sources of valuation within the relevant market for such Securities. Reimbursement of the Lender shall be in the currency of the Securities lent and shall be in back-valued to the date of the default and termination. Clearstream Banking shall be authorised to debit the Borrower’s account for the Lender Reimbursement Amount paid to the Lender.

Lenders and Borrowers expressly give Clearstream Banking the right to make such debits and credits as are necessary in order to act in accordance with the present terms and conditions.

In the event the Borrower’s cash balance is not sufficient to cover the Lender Reimbursement Amount the relevant Guarantor undertakes to pay such amount to the Lender. The amounts paid by the Guarantor or the Third Party Guarantor and due for repayment by the Borrower shall bear interest at the rate of 4% above the daily overnight interbank interest rate (“LIBOR”) as it will be determined by Clearstream Banking from time to time. The Collateral Agent may then also enforce the Collateral, if any, in accordance with the provisions of Article 5.3.

The Lender hereby expressly agrees that upon payment by the Borrower, the Guarantor or, as the case may be, the Third Party Guarantor, to the Lender, in accordance with this Article the Lender shall have no further claims against Clearstream Banking regarding the loaned Securities.

In case of an opening of an insolvency (as defined in Article 34-2-k of the law of 5 April 1993, as amended, on the financial sector) against the guarantor in Luxembourg, the Guarantor shall be discharged from its obligation to guarantee hereunder. The first priority pledge created in its favour in Article 3.5.hereof shall be extinguished accordingly.



5.3 Enforcement of the Collateral

In the event that (i) the Guarantor reimburses the Lender pursuant to Article 5.2 (a) or 5.2 (b) above and that the Borrower does not maintain sufficient cash balances in its accounts with Clearstream Banking to set-off the Lender Reimbursement Amount or (ii) the Guarantor fails to fulfil its payment obligations to the Lender pursuant to Article 5.2 (a) and 5.2 (b) within 5 (five) Business Days upon receipt by the Guarantor of the Lender’s instruction to receive a cash payment, the Collateral Agent shall be authorised without prior notice in accordance with Luxembourg law to realise or to instruct Clearstream Banking to realise the Collateral either by appropriation, set-off, sale of the Collateral at market value or otherwise.

Currency conversions, which may be necessary for the purpose of any off-setting, shall be done at the then applicable exchange rate and credited to an account of Clearstream Banking. The value of cash Collateral shall be calculated based on the face value converted at the market rate on the day of realisation.

Upon any such realisation, the Collateral Agent or Clearstream Banking shall have the right to deliver, assign and transfer to the purchaser thereof any or all of the Collateral, and to endorse the Collateral in the Borrower’s name. Each purchaser at any such sale shall hold the Collateral or the portion purchased absolutely free from any claim or right of whatever kind, including any equity of redemption of the Borrower, which hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral may be retained until the selling price is paid by the purchaser thereof, but neither the Collateral Agent nor Clearstream Banking shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and in case of any failure the Collateral may be sold again.

The Borrower hereby undertakes to sign, execute and deliver any transfer, deed or documents which the Collateral Agent may require in order to ensure the validity and perfection of the interests in the Collateral and for such other purposes as the Collateral Agent may determine, including, without limitation, for the purpose of vesting any rights on the Collateral in, or delivering any Collateral to, any purchaser or purchasers thereof.

The proceeds of any realisation of the Collateral shall be applied by the Collateral Agent first to the payment of the costs and expenses of such realisation, including reasonable counsel fees, broker’s fees,

taxes and commissions owed to the Collateral Agent or to Clearstream Banking, and the balance and all other cash proceeds received shall be applied, in the following order in favour of the Guarantor, to (i) the payment of interest on any amounts due and payable, (ii) the payment of the principal of all amounts due and payable in favour of the Guarantor, and (iii) the payment of all other payment obligations of the Borrower towards the Guarantor acting in whatever capacity under or in connection with these Rules. The balance, if any, shall be applied towards any remaining outstanding obligations of the Borrower towards the Lender under this Agreement.

Any proceeds that remain available after full discharge of all payment obligations of the Borrower under or in connection with these Rules or otherwise shall be transferred to or held at the disposal of the Borrower. If there are insufficient assets to repay all amounts due under this Programme, it will constitute an indebtedness of the Borrower to Clearstream Banking or the Third Party Guarantor, as the case may be.

6. Lending income

Lending income is calculated “pro rata temporis” on the daily value of the Securities lent and is payable by the Borrower to the Lender upon the termination date of the Loan in EUR. Lending income on positions lent is calculated daily and totalled upon termination of the Loan. Lending income is credited to the Lender in the month following termination of the Loan.

Lending income schedules, as established by Clearstream Banking Governing Documents from time to time, are available to Borrowers and Lenders upon request. Rates are subject to change upon advance notification by Clearstream Banking via Clearstream Banking Announcement or Authenticated Message. Lenders shall be deemed to have consented to any modification of the fee schedule unless the Lender terminates the services provided under this Securities Lending and Borrowing Programme before such modification takes effect.

7. Borrowing fees

Borrowing fees apply “pro rata temporis” to the daily value of the Securities borrowed and are calculated daily and totalled upon the termination of the Loan. In addition, the Borrower is charged a fixed handling fee for each Loan.



Both borrowing and lending income are payable by the Borrower to Clearstream Banking upon the termination date of the Loan in EUR and are debited from the Borrower in the month following termination of the Loan.

Borrowing and handling fee schedules, as established by Clearstream Banking Governing Documents from time to time, are available to Borrowers and Lenders upon request. Rates and fees are subject to change upon advance notification by Clearstream Banking via Clearstream Banking Announcement or Authenticated Message. A Borrower shall be deemed to have consented to any modification of the fee schedule unless the Borrower terminates the services provided under this Securities Lending and Borrowing Programme before such amendment takes effect.

8. Confidentiality

Information concerning the transactions of Borrowers and Lenders which are effected under these Rules shall be kept confidential and shall not be disclosed to the counterparties or to any third party unless such disclosure is required or authorised by law, regulation, court order, competent authority or under the terms of these Rules.

9. Lenders’ warranty

Each Lender warrants the following to Clearstream Banking, the Collateral Agent and the Third Party Guarantor:

• the Lender is duly authorised and empowered to perform all duties and obligations under these Rules. The Lender is not restricted under the terms of its constitution or in any other manner from lending Securities in accordance with these Rules or from otherwise performing its obligations hereunder. The Securities made available for lending purposes are free and clear of any claims, mortgages, pledges, liens or other encumbrances of any nature whatsoever. The Lender is not insolvent, in imminent danger of becoming insolvent, or in default on any material financial obligation.

• the Lender is not restricted under any law, regulation or agreement with which it must comply or by which it is bound from lending Securities in the account(s) listed in the Letter of Agreement and Acceptance of the terms and conditions of these Rules, in accordance with these Rules, and is in compliance with all such laws and regulations. Lenders shall notify Clearstream Banking in the event that the above warranty is or will be no longer true.

10. Borrowers’ warranty

Each Borrower represents and warrants the following to Clearstream Banking, the Collateral Agent and the Third Party Guarantor:

• the Borrower is duly authorised and empowered to perform all duties and obligations under these Rules. The Borrower is not restricted under the terms of its constitution or in any other manner from borrowing Securities in accordance with these Rules or from otherwise performing its obligations hereunder. The Borrower is not insolvent, in imminent danger of becoming insolvent, or in default on any material financial obligation. The Borrower is not restricted under any law, regulation or agreement with which it must comply from borrowing Securities for the account(s) listed in the Letter of Agreement and Acceptance of the terms and conditions of these Rules, in accordance with this Agreement, and is in compliance with all such laws and regulations.

• the Borrower is empowered to pledge the Collateral pursuant to Article 3.5 and the Collateral is free and clear of any claims, mortgages, pledges, liens or other encumbrances of any nature whatsoever and that the Borrower will keep the Collateral free and clear of any claims, mortgages, pledges, liens or other encumbrances of any nature whatsoever.

• Borrowers shall immediately notify Clearstream Banking in the event that the above warranty is or will be no longer true.

11. Termination of services

Without prejudice to the rights and obligations set forth in Article 4.3 and Article 5 above, either party may terminate the Customer’s use of the services provided under this Securities Lending and Borrowing Programme upon not less than seven (7) Business Days’ written notice. The terminating party shall have no obligation to disclose its reasons for such termination. Following the date of notification of termination, no new loans shall be granted and all existing loans shall be redelivered within three (3) Business Days upon expiry of such notice period.



12. Regulatory changes

Both Borrower and Lender shall immediately notify Clearstream Banking in writing of any changes in legislation, regulation or practices affecting their rights or obligations under these Rules or the treatment of transactions effected pursuant to these Rules.

13. Notifications

All notifications, requests, demands or other communications to be given or made shall be deemed to have been received:

• on the same day when dispatched by agreed electronic means, for example, authenticated SWIFT message or CreationOnline;

• three (3) Business Days after having been dispatched by registered mail;

• at the time of delivery at the offices of the recipient by process server, subject to local laws and regulations.

14. Severability

These Rules shall supersede any prior agreement between Clearstream Banking and the Borrower and the Lender with respect to the subject matter hereof, with exception to any such Loans still outstanding under any such prior agreement. If any provision of these Rules is declared to be void or unenforceable by any judicial or other competent authority, rule of law or public policy, that provision shall be severed from these Rules and the remaining provisions of these Rules shall continue in full force and effect. These Rules shall thereafter be amended by Clearstream Banking in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

15. Entire agreement

These Rules, appendices and any amendments constitute the entire agreement with respect to the Clearstream Banking Securities Lending and Borrowing Programme and supersede without novation all prior agreements and understandings.

16. Amendments

The terms and conditions of these Rules may be periodically amended by Clearstream Banking. Any such amendments will be notified in advance to all Borrowers and Lenders via Clearstream Banking Announcement or other written notification. Customers shall be deemed to have consented to any such amendment unless the Customer terminates the services provided under this Securities Lending and Borrowing Programme before such modification takes effect. Upon signature of the Letter of Agreement and Acceptance of the terms and conditions of these Rules, the Customer acknowledges having received copies of all amendments and updates and expressly agrees thereto. Any references contained herein to this Agreement shall constitute a reference to this Agreement as from time to time amended.

17. Assignments

Neither the Borrower nor the Lender may assign or transfer any or all of its rights or obligations hereunder without the prior written consent of the other party and Clearstream Banking. Notwithstanding the first sentence of this Article 17, to the extent that a Lender has loaned Securities for and on behalf of its client(s), the Lender shall retain the right to assign to such client(s) any claims it may have against the Borrower and the Guarantor resulting from such Loan.

18. Non-waiver

No failure or delay by the Lender or Clearstream Banking to exercise any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as herein provided.

19. Headings

All headings appear for convenience only and shall not affect the interpretation hereof.



20. Governing law, jurisdiction and situs

These Rules, as well as all rights and duties arising hereunder, shall be exclusively governed, construed and interpreted in accordance with the laws of the Grand Duchy of Luxembourg.

The courts of Luxembourg in the Grand Duchy of Luxembourg shall have exclusive jurisdiction to hear any and all disputes arising out of the existence, interpretation, validity and performance of these Rules. Notwithstanding the second sentence of this Article 20, the Borrower may also be sued in any other competent jurisdiction.

In case the registered office of the Borrower is not in Luxembourg, the Borrower elects domicile at the registered office of Clearstream Banking for the purposes of these Rules.

Unless otherwise provided under these Rules, Clearstream Banking General Terms and Conditions shall apply. To the extent that any terms of these Rules conflict or are inconsistent with the provisions of the Clearstream Banking General Terms and Conditions, the provisions of these Rules shall prevail.

The parties agree and intend that in accordance with Luxembourg law, all their accounts with Clearstream Banking, whatever the nature of the account are held in Luxembourg, and Securities are always deemed to be located at Clearstream Banking’s registered office even if the Securities have been deposited physically or in book-entry form by Clearstream Banking in its name with a depository located in a jurisdiction other than the Grand Duchy of Luxembourg. This provision shall have effect notwithstanding any frustration or termination of this Agreement.





Letter of Agreement and Acceptance

Name of Customer: ____________________________________________________________ , (hereafter “Customer”)

Address: ________________________________________________________________________________

Contact Name: ________________________________________________________________________________

Account Number: ________________________________________________________________________________

Tel: ____________________________________ Fax: __________________________________

E-mail: ____________________________________

The Customer declares its intention to participate in the Programme and upon signature of this Letter ofAgreement and Acceptance, the Customer expressly agrees to be bound by the terms and conditions of theseClearstream Banking Securities Lending and Borrowing Rules and Regulations. The Customer hereby expresslyauthorises and grants authority to Clearstream Banking to undertake Securities lending and/or borrowing (as thecase may be) on its behalf for the account listed above, according to the terms and conditions of the ClearstreamBanking Securities Lending and Borrowing Rules and Regulations. The Clearstream Banking Securities Lendingand Borrowing Rules and Regulations shall be considered a Clearstream Banking Governing Document as setforth in the Clearstream Banking General Terms and Conditions.

The Customer authorises Clearstream Banking to (tick desired service):

(A) Lend Securities: (B) Borrow Securities:

It is understood and agreed that securities borrowing or lending on an automatic basis does not require any priorconsultation or authorisation.

Agreed and Accepted:

_____________________________________________________ ___________________________________________________Authorised Signature Authorised Signature

_____________________________________________________ ___________________________________________________Print Name Print Name

_____________________________________________________ ___________________________________________________Title Title

_____________________________________________________ ___________________________________________________Date Date

on an automatic basis on an automatic basis

on a case by case basis on a case by case basis





Appendix A. Eligible securities

The following types of Securities are accepted for lending and borrowing in the Clearstream Banking Securities Lending and Borrowing Programme:

Straight bonds

Convertible bonds

Cum warrants

Floating rate notes

Zero-coupon bonds

Securities accepted into the Clearstream Banking Securities Lending and Borrowing Programme may be amended by Clearstream Banking from time to time. Any such amendments will be announced to Borrowers and Lenders via Clearstream Banking Announcement or other written notification and shall supersede all previous lists of eligible Securities.

Appendix B. Third Party Guarantor(s)

The Third Party Guarantor(s) under this Programme are Citibank N.A., London.

Third Party Guarantors, individually and not jointly, undertake to reimburse to the cash account of the Lender with Clearstream Banking an amount equivalent to the value on termination date of the loaned Securities which were borrowed and not returned, plus accrued interest and the lending fees due to the Lender. The Guarantee is available upon demand.

The Third Party Guarantors’ obligation under this Guarantee may arise only upon the occurrence of an event of default as specified under Article 5.1 and only in relation to uncollateralised Loans.

The Guarantee offered under these rules is granted solely by the Third Party Guarantors, as defined herein.

Clearstream Banking expressly declines any responsibility or liability for obligations of the Third Party Guarantor.

Appendix C. Deadlines

Recall Period

The Recall Period shall be three (3) Business Days.

Instruction deadline for cash reimbursement pursuant to Article 5.2 (a)

The Lender shall provide its instruction by Authenticated Message by 11:00 CET on the second Business Day from the end of the Recall Period.

Purchase Period

The Purchase period shall start three (3) Business Days from the end of the Recall Period and shall last in principle six (6) weeks from that date, unless market practice defines a different duration.

Instruction deadline for cash reimbursement pursuant to Article 5.2 (b)

The Lender shall provide its instruction by Authenticated Message by 11:00 CET on the second Business Day from the end of the Purchase Period.





Address details

Contact

www.clearstream.com

Published by

Clearstream Banking Luxembourg

Registered addressClearstream Banking SA42 Avenue JF KennedyL-1855 Luxembourg

Postal addressClearstream BankingL-2967 Luxembourg

January 2010

Document number: 6118

http://www.clearstream.com