Execution Version
ACCOUNT PLEDGE AGREEMENT
between
XXXXXX HOLDING AG
as pledgor
and
DEUTSCHE BANK AG
as pledgee
regarding
the pledge of bank accounts with Deutsche Bank AG
CONTENTS
CLAUSE PAGE
------ ----
RECITALS......................................................................3
1. DEFINITIONS AND INTERPRETATION...........................................3
2. PLEDGE AND PLEDGORS' OBLIGATIONS.........................................6
3. ADMINISTRATION OF PLEDGED ASSETS.........................................6
4. FURTHER UNDERTAKINGS OF THE PLEDGOR......................................8
5. APPLICATION OF PROCEEDS..................................................8
6. ENFORCEMENT..............................................................9
7. CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS......................10
8. REPRESENTATIONS AND WARRANTIES..........................................10
9. FURTHER ASSURANCES OF THE PLEDGOR.......................................11
10. NO ASSIGNMENT OR TRANSFER BY PLEDGORS...................................11
11. EFFECTIVENESS OF COLLATERAL; DISCHARGE OF SECURED DEBT..................12
12. POWER OF ATTORNEY AND NOTICES...........................................12
13. EXCULPATION.............................................................12
14. EXPENSES AND TAXES......................................................13
15. CURRENCY CONVERSION.....................................................13
16. CONSENT BY BANK.........................................................13
17. SEVERABILITY............................................................13
18. WAIVERS AND MODIFICATIONS...............................................13
19. COUNTERPARTS............................................................14
20. LAW AND JURISDICTION....................................................14
SIGNATORIES..................................................................16
ANNEXES
Annex 1.0: Details of Pledgor's Account with the Bank........................15
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THIS AGREEMENT (the "Agreement") is made BETWEEN:
1. Xxxxxx Xxxxxxx XX, Xxxxxxxxxxx 00, 0000 Xxxxxx as pledgor;
(the "Pledgor" or "Jupiter" as the case may be)
2. Deutsche Bank AG, Xxxxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx as pledgee
("DB" or the "Pledgee", as the case may be).
RECITALS
(A) Venture and DB have entered into a Bi-lateral Equity-Linked Contract in
respect of Shares (as defined below) dated as of 06 December 2005 (the
"Contract").
(B) The Pledgor has agreed to secure Venture's obligations under the Finance
Documents (as defined below) by way of pledge of the Account and the
assets deposited therein with the Bank (as defined below) in favour of
the Pledgee.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement:
(a) "Account" means the bank account opened by the Pledgor with the
Pledgee as further specified in Annex 1.0.
(b) "Astra" means Adecco S.A., Cheserex (CH).
(c) "Bank" means the Pledgee.
(d) "Calculation Agent" has the meaning ascribed to it in the
Contract;
(e) "Collateral Rights" means all rights, powers and remedies of the
Pledgee provided by this Agreement or by law.
(f) "Custody Agreement" means the custody agreement dated on or
about the day hereof between the Pledgor and DB.
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(g) "Dividends" means all dividend payments relating to the Shares
resolved by a shareholders' meeting of Astra and effected by
Astra whether in cash or in the form of additional shares in
Astra (stock dividend) or in any other form.
(h) "Enforcement" means the foreclosure or any other kind of
realisation of the Pledged Assets.
(i) "Event of Default" means an Event of Default as defined in the
Contract.
(j) "Finance Documents" means the Contract, the Share Pledge
Agreement, the Other Share Pledge Agreement, the Custody
Agreement, the Other Account Pledge Agreement and this
Agreement.
(k) "Fixed Amount" has the meaning given to it in the Contract.
(l) "including" means "including without limitation", not delimiting
the term(s) to which the word relates to the example(s)
thereafter mentioned.
(m) "Obligor(s)" means the Pledgor and Venture or any of them.
(n) "Other Account Pledge Agreement" means the account pledge
agreement dated on or about the day hereof between Venture as
pledgor and DB as pledgee regarding the pledge of a certain bank
account..
(o) "Other Share Pledge Agreement" means the share pledge agreement
dated on or about the day hereof between Venture as pledgor and
DB as pledgee regarding the pledge of shares in Astra.
(p) "Pledge" means a pledge pursuant to Art. 899 et seq. of the
Swiss Federal Civil Code over the Pledged Assets in accordance
with the terms of this Agreement.
(q) "Pledged Assets" means any and all present and future assets,
cash, cash equivalents, term deposits, call deposits, claims and
other assets held by the Pledgor with the Bank in or in respect
to the Account in Swiss francs or in foreign currency which are
now or may at any time in the future be held in the Account and
any rights pertaining to such Account.
(r) "Pledgee" means the Deutsche Bank AG.
(s) "Secured Debt" means any and all present and future obligations
and liabilities of any nature (whether actual or contingent,
matured, liquidated or unliquidated and whether owed jointly or
severally and whether as principal or surety or in any other
capacity whatsoever) of each Obligor due, owing or incurred
under or in connection
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with the Finance Documents (or any of them) to the Pledgee or
any receiver (including, without limitation, under any
amendments, supplements or restatements of any of the Finance
Documents) in any currency or currencies, in each case together
with all interest accruing thereon whether before or after
judgment, and all costs, charges and expenses incurred by the
Pledgee in connection with the protection, preservation or
Enforcement of its respective rights under the Finance Documents
or any other document evidencing or securing any such
liabilities.
(t) "Security" means a mortgage, charge, pledge, lien or other
security interest securing any obligation of any person or any
other agreement or arrangement having the effect of Security.
(u) "Shares" means shares in Astra.
(v) "Share Pledge Agreement" means the share pledge agreement dated
on or about the day hereof between Pledgor as pledgor and DB as
pledgee regarding the pledge of Shares.
(w) "Venture" means Xxxxxx Venture AG, c/x Xxxxxxx, Schatti +
Partner AG, Xxxxxxxxxxxx 00x, 0000 Xxxx (ZG).
1.2 INTERPRETATION
In this Agreement:
(a) references to any person includes a reference to any individual,
firm, company, corporation or other body corporate, government,
state or agency of a state or any joint venture, association or
partnership, (whether or not having separate legal personality),
as well as to any of its successors, permitted assignees and
transferees;
(b) references to any agreement or document are references to that
agreement or document as substituted, novated, supplemented,
amended or changed (however fundamental, including, without
limitation, accessions and changes to any facility provided or
increases in their maximum amount), from time to time, in
accordance with its terms but excluding for this purpose any
amendment, variation, supplement or modification which is
contrary to any provision of the Finance Documents;
(c) references to Clauses and Annexes are references to,
respectively, clauses of and annexes to this Agreement; and
(d) words importing the plural shall include the singular and vice
versa.
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2. PLEDGE AND PLEDGORS' OBLIGATIONS
2.1 UNDERTAKING TO PLEDGE
The Pledgor agrees (i) to pledge to the Pledgee all the Pledged Assets,
including as at the date hereof, as continuing security for the Secured
Debt until such time as the Secured Debt has been paid and discharged in
full, and no further Secured Debt is capable of arising as further set
out in Clause 7 and, therefore, (ii) to effect this Pledge on the date
hereof.
2.2 EFFECTING OF THE PLEDGE
For the purposes of effecting the Pledge under Clause 2.1, the Pledgor
hereby pledges to the Pledgee the Pledged Assets. The Pledgee hereby
accepts the Pledge. The Pledgor undertakes to execute all such
instruments or documents and to take all appropriate steps for the
purpose of perfecting the Pledge over the Pledged Assets.
2.3 CORPORATE APPROVALS
On the date of this Agreement, the Pledgor has furnished to the Pledgee:
(a) a copy of the resolutions of the board of directors of the
Pledgor by which
(i) the terms of and the transactions contemplated by this
Agreement as well as the execution, delivery and
performance of this Agreement is acknowledged and
approved; and
(ii) a specified person or persons are authorised, each
individually, to conclude the negotiations, sign,
execute and perform this Agreement and to conclude the
negotiations, sign, execute and/or dispatch all
documents and notices to be signed and/or dispatched in
connection with this Agreement.
(b) a certified copy of its articles of association and a certified
extract from the commercial register in its respect.
3. ADMINISTRATION OF PLEDGED ASSETS
3.1 ACCESS BY PLEDGOR
(a) The Pledgor shall have no access to the Account and may not
withdraw or dispose of the Pledged Assets held in the Account.
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(b) If, on any Ex-Dividend Date, the Pledged Value exceeds the
Minimum Collateral Value, then, at the written request of the
Pledgor delivered to the Pledgee not less than two Business Days
prior to such Ex-Dividend Date, the Pledgee shall release from
the Pledge and transfer to the Pledgor's Account an amount equal
to the Available Excess Amount.
(c) If the Pledgor so requests the Pledgee in writing not later than
5 Business Days prior to the Maturity Date or the Early
Termination Date or the Regulatory Termination Date (as these
terms are defined in the Contract), the Pledgee shall apply all
or any part of the Pledged Assets in or towards satisfaction of
Venture's payment obligations under the Contract in respect of
its termination on the Maturity Date, the Early Termination Date
or the Regulatory Termination Date (as the case may be).
(d) Upon request by the Pledgor the Pledgee shall release Pledged
Assets from the Pledge constituted by this Agreement by
transferring such Pledged Assets to one of the accounts pledged
to the Pledgee pursuant to the account pledge agreements dated
on or about the day hereof and made between the Pledgee and each
of Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxxx Xxxxxx and Xxxxxxxx Xxxxxx, provided that such
Pledged Assets shall at all times during such transfer remain
pledged to the Pledgee.
(e) The Pledgee shall, prior to an Event of Default, promptly
disburse any amounts received in the Account in respect of cash
dividend payments or nominal value re-payments in relation to
the Shares pledged pursuant to the Share Pledge Agreement and
not exceeding CHF 1.00 per Share per fiscal year of Astra, to
the Pledgor's Account free of any objection, retention or
set-off.
3.2 DEFINITIONS
"Available Dividend Proceeds" means, at any time, the balance then
credited to the Account, but only to the extent that it consists of the
proceeds of Dividends paid in respect of Shares pledged pursuant to the
Share Pledge Agreement.
"Available Excess Amount" means, on any Ex-Dividend Date (as defined in
the Contract), the lesser of:
(a) the Available Dividends Proceeds on such date; and
(b) the amount by which the Pledged Value exceeds the Minimum
Collateral Value on such date.
"Exchange Property" has the meaning given to it in the terms and
conditions of the Contract.
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"Minimum Collateral Value" means, in respect of any Ex-Dividend Date,
2.5 times the difference of (a) the Termination Notional Amount (as
defined in the Contract) as of such Ex-Dividend Date less (b) the
Remaining Cash Collateral as of such Ex-Dividend Date.
"Pledged Value" means, on any Ex-Dividend Date, the product of the Total
Number of Units and the VWAP per Unit on such Ex-Dividend Date.
"Pledgor's Account" means such account of the Pledgor with a bank in
Switzerland or Germany as it shall from time to time specify in writing
to the Pledgee.
"Relevant Exchange" has the meaning given to it in the terms and
conditions of the Contract.
"Remaining Cash Collateral" means, in relation to any Ex-Dividend Date,
the amount of cash that will remain in the Account and subject to the
pledge after the release from the Pledge of the Available Excess Amount
in accordance with Clause 3.1(b).
"Total Number of Units" has the meaning given to it in the terms and
conditions of the Contract.
"VWAP per Unit" means, in relation to any Ex-Dividend Date, the volume
weighted average price of a Share (or, as the case may be, Exchange
Property) quoted on the Relevant Exchange on such Ex-Dividend Date.
3.3 DIVIDEND PAYMENTS
The Pledgor undertakes that, as from the Usufruct Maturity Date (as
defined in the Share Pledge Agreement), it shall deposit any cash
dividend payments or nominal value re-payments in excess of CHF 1.00 per
Share received per fiscal year of Astra in relation to the Shares
pledged pursuant to the Share Pledge Agreement in the Account.
4. FURTHER UNDERTAKINGS OF THE PLEDGOR
Except with the Pledgee's prior written consent the Pledgor shall not
enter into any legal instrument relating to, or granting any lien,
encumbrance, charge or other third party right over, or dispose of, or
assign the Pledged Assets or take any other action with respect to the
Pledged Assets that would jeopardize any rights of the Pledgee under the
Pledge, or would jeopardize the Enforcement or the value of the Pledged
Assets.
5. APPLICATION OF PROCEEDS
Any proceeds received hereunder by the Pledgee, after the security
hereby constituted shall have become enforceable, in particular any
proceeds received under Clause 6, shall
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be applied in accordance with the following order: (a) cost and expenses
owed by the Obligors under the Finance Documents, (b) fees owed by the
Obligors to the Pledgee under the Finance Documents, (c) unpaid
(default) interest due under the Finance Documents and (d) any other
debt due under the Finance Documents, in each case to the extent that
they constitute Secured Debt.
6. ENFORCEMENT
(a) Upon the occurrence of an Event of Default, the Pledgee or any
such other institution instructed by the Pledgee for this
purpose, shall without any further prior notice or communication
to the Pledgor or any other Obligor be entitled, at its
discretion, to:
(i) effect Enforcement by either (1) private realisation
(Private Verwertung, including, without limitation,
self-sale (Selbsteintritt)) of Pledged Assets or (2)
enforcement proceedings pursuant to the Swiss Federal
Statute on Debt Collection and Bankruptcy under the
exclusion of Art. 41 of the Swiss Federal Statute on
Debt Collection and Bankruptcy (waiver of the beneficium
excussionis realis) and the parties hereto agree in
advance that a "Freihandverkauf" shall be admissible;
(ii) act as Pledgee contracting in its own name and in the
name or for the account of third persons in private or
official Enforcement;
(iii) to instruct the Bank to do any of the foregoing for the
account of the Pledgee.
(b) Failure by the Pledgee to sell Pledged Assets or to exercise any
right or remedy including, but not limited to, the acceptance of
partial or delinquent payments, shall not result in any
liability of the Pledgee and shall not prejudice any of the
rights the Pledgee may have under this Agreement or the Finance
Documents be a waiver of any obligation of the Obligors
hereunder and/or thereunder.
(c) Notwithstanding previous sales or transfers of Pledged Assets
without formality or notice, the Pledgee retains the right at
all times to take any measure it deems necessary or appropriate
in accordance with the Swiss Federal Statute on Debt Collection
and Bankruptcy.
(d) In addition, the Pledgee shall, following the occurrence of an
Event of Default, be entitled to set-off any claim it may have
under the Finance Documents with the Pledgor's rights and claims
towards the Bank regarding the Account and the Pledged Assets
thereon.
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7. CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS
(a) The Pledge constitutes a continuing security interest. The
security created hereby shall only terminate and the Pledgee
shall, subject to Clause 3, only be obliged to release the
Pledged Assets or the remainder thereof if and once the Pledgee
is satisfied that all the Secured Debt has been irrevocably paid
in full and that all the agreements which might give rise to
Secured Debt have been terminated.
(b) Any Pledged Assets to be returned pursuant to the preceding
paragraph upon termination of this Agreement shall be delivered
net of any transfer taxes or other expenses in connection with
such return or release. Neither the Pledgee will make or shall
be deemed to have made any representation or warranty, whether
express or implied, with respect to any Pledged Assets so
delivered, except that any such Pledged Assets shall be
delivered to the Pledgor free and clear of any third party right
granted by the Pledgee.
8. REPRESENTATIONS AND WARRANTIES
Without prejudice and in addition to the representations and warranties
under the Contract, which are incorporated herein by way of reference,
the Pledgor represents and warrants to the Pledgee and undertakes during
the subsistence of this Agreement as follows:
(a) the Pledgor is, and will be, the sole, absolute legal and
beneficial owner of its Pledged Assets and the Pledged Assets
are and will continue to be free and clear of any Security
(except as created under this Agreement) and/or any restriction
on the ability to transfer or realise all or any part of the
Pledged Assets.
(b) All necessary governmental and other consents, approvals,
licenses and authorisations to enable it to enter into this
Agreement have been obtained and are, and will remain, in full
force and effect.
(c) The Pledgor has, and will have, the necessary power to enable it
to enter into and perform its obligations under this Agreement
and all consents, approvals, and authorisations have been
obtained and corporate resolutions passed to make the Pledges
valid, binding and enforceable in accordance with the terms of
this Agreement.
(d) The resolutions and corporate documents delivered in accordance
with Clause 2.3 relating to it are correct, complete and in full
force and effect as at the date hereof.
(e) The obligations expressed to be assumed by the Pledgor under
this Agreement are legal, valid, direct and unconditional
obligations binding on it and enforceable against it in
accordance with the terms thereof.
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(f) It is not necessary that (i) the Agreement be filed, recorded or
enrolled with any court or other authority or (ii) any stamp,
registration or similar tax be paid on or in relation to the
Agreement.
9. FURTHER ASSURANCES OF THE PLEDGOR
(a) The Pledgor shall promptly do all things (including the
delivery, transfer, assignment or payment of all or part of the
Pledged Assets to the the Pledgee or its nominee(s)) and execute
all documents that are required or expedient for the purpose of
the exercise of Collateral Rights or securing or perfecting the
Pledge.
(b) The Pledgor undertakes to enter into and procure the perfection
of additional pledge agreements, if and to the extent that a
Pledge requires as a matter of law, the execution and perfection
of a specific pledge agreement and/or any other action.
(c) Upon the occurrence of an Event of Default, the Pledgor shall,
upon demand from the Pledgee, execute all documents and do all
other things that the Pledgee may require to facilitate the
Enforcement.
(d) The Pledgor undertakes to indemnify the Pledgee for any
prejudice it may suffer as a result of the Pledgor's
non-performance and/or breach of any terms, covenants or
obligations under this Agreement and keep the Pledgee
indemnified against and harmless from any and all losses,
liabilities, costs and expenses incurred under or in connection
with this Agreement or its Enforcement as a result of such
non-performance or breach.
(e) The Pledgor irrevocably agrees to the choice of the substantive
laws of Switzerland as exclusive governing law of the Other
Account Pledge Agreement.
10. NO ASSIGNMENT OR TRANSFER BY PLEDGORS
The rights and obligations of the Pledgor, the Beneficiary and the
Pledgee under this Agreement may not be assigned or transferred except
for assignments and transfers by the Pledgee upon prior written notice
to the Pledgor, which shall be given as soon as reasonably practicable
but in any case not later than 20 calendar days before such assignment
or transfer, to any other entity belonging to the Deutsche Bank Group,
Sonata Securites SA, Bluebird Securities SA and/or any other
securitization vehicle established under Luxembourg law and designated
by DB from time to time, provided, however, that such assignment can not
be effected without the prior consent of the Pledgor if supported by an
opinion of legal counsel or tax advisor the Pledgor informs the Pledgee
that such assignment would be materially adverse to the interests of the
Pledgor.
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11. EFFECTIVENESS OF COLLATERAL; DISCHARGE OF SECURED DEBT
(a) The collateral constituted by this Agreement and the Collateral
Rights shall be cumulative, in addition to and independent of
every other security which the Pledgee may at any time hold for
the Secured Debt or any rights, powers and remedies provided by
law.
(b) Until all Secured Debt which may be or become payable to the
Pledgee under or in connection with the Finance Documents has
been irrevocably paid in full and unless the Pledgee otherwise
agrees, the Pledgor will not exercise any rights which it may
have upon Enforcement (i) to be indemnified by an Obligor, (ii)
to claim any contribution from any guarantor of the obligations
of any Obligor under the Finance Documents and/or (iii) to take
the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any rights of the Pledgee under the
Finance Documents or of any other guarantee or security taken
pursuant to, or in connection with the Finance Documents by the
Pledgee.
12. POWER OF ATTORNEY AND NOTICES
(a) The Pledgor authorises the Pledgee to be its attorney and in its
name, on its behalf and as its act and deed to execute, deliver
and perfect all documents and do all things that the Pledgee may
consider to be requisite for carrying out any obligation imposed
on the Pledgor under this Agreement or exercising any of the
rights conferred on the Pledgee by this Agreement or by law, in
particular in connection with a private realisation (Private
Verwertung, including, without limitation, self-sale
(Selbsteintritt)) provided that as long as no Event of Default
has been declared the Pledgee agrees not to take any such step
unless the Pledgee would have the right under this Agreement to
request the Pledgor to take such step and the Pledgor has failed
to take such step within 10 business days upon being notified of
that failure and being requested to comply.
(b) Any notices by the Pledgee to the Pledgor and/or the Beneficiary
under this Agreement shall be sent by fax to Xxxxxx Xxxxxxx XX,
Xxxxxxxxxxx 00, XX-0000 Zurich, fax nr. x00 00 000 0000 or such
other fax number as the Pledgor may designate for such purpose
from time to time.
13. EXCULPATION
The Pledgee shall not be liable for any breach of this Agreement except
in the case of gross negligence or willful default upon its part. In
particular, the Pledgee shall not be liable by reason of (a) taking or
not taking any action under this Agreement or exercising any Collateral
Right, (b) any neglect or default in connection with the Pledged Assets,
or (c) the Enforcement or collection of all or any part of the Pledged
Assets, except in case of proven wilful misconduct and gross negligence.
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14. EXPENSES AND TAXES
Each party shall bear the registration costs and stamp duties or other
duties incurred by it in connection with the execution, perfection of
the Pledge. In the event of an Enforcement of the Pledge hereby
constituted or the exercise of any Collateral Right, the Pledgor shall
reimburse and indemnify the Pledgee for any costs and expenses incurred
by it. Any transfer or stamp duty taxes, incurred in connection with the
Enforcement of the Pledge shall be borne and indemnified by the Pledgor.
15. CURRENCY CONVERSION
For the purpose of or pending the discharge of any of the Secured Debt,
the Pledgee may convert any money received, recovered or realised or
subject to application by it under this Agreement from one currency to
another, as the Pledgee considers appropriate. Any such conversion shall
be effected at the Pledgee's spot rate of exchange for the time being
for obtaining such other currency with the first currency.
16. CONSENT BY BANK
The Bank consents to the Pledge over the Account constituted by this
Agreement and agrees that any right of set-off or pledge in favour of it
shall be junior to the rights of the Pledgee under this Agreement.
17. SEVERABILITY
If any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any jurisdiction, this shall not affect or impair (i)
the validity or enforceability in that jurisdiction of any other
provision of this Agreement or (ii) the validity or enforceability in
any other jurisdiction of that or any other provision of this Agreement,
and the parties will negotiate in good faith to replace the relevant
provision by another provision reflecting as closely as possible the
original intention and purpose of the parties.
18. WAIVERS AND MODIFICATIONS
(a) No failure on the part of the Pledgee to exercise, or delay on
its part in exercising, any Collateral Right shall operate as a
waiver thereof, nor shall any single or partial exercise of a
Collateral Right preclude any further or other exercise of that
or any other Collateral Right.
(b) This Agreement may be terminated, amended or modified only
specifically and in writing.
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19. COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
20. LAW AND JURISDICTION
(a) This Agreement shall in all respects, including, without
limitation, all the rights in rem aspects, be governed by, and
construed in accordance with, the substantive laws of
Switzerland.
If and to the extent that the choice of the substantive laws of
Switzerland is not recognized by the relevant court, this
Agreement shall be governed by, and construed in accordance
with, the substantive laws of the Federal Republic of Germany.
(b) Each party submits to the exclusive jurisdiction of the
Commercial Court of the Canton of Zurich (Handelsgericht des
Kantons Zurich), Switzerland, venue being Zurich 1, with the
right to appeal to the Swiss Federal Court (Eidgenossisches
Bundesgericht) in Lausanne as provided by law, whose judgment
shall be final, for all purposes relating to this Agreement. The
Pledgee reserves the right to bring an action against the
Pledgor at its place of domicile or before any other competent
court.
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ANNEX 1.0: DETAILS OF PLEDGOR'S ACCOUNT WITH THE BANK
Account Number: [Deleted from the filing as confidential information]
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SIGNATORIES
THE PLEDGOR
Place, Date: Zurich, 29.11.2005 XXXXXX HOLDING AG
/s/ X. Xxxxxxxx
----------------------------------
Name: X. Xxxxxxxx
/s/ X. Xxxxx
----------------------------------
Name: X. Xxxxx
THE PLEDGEE:
Place, Date: Zurich, 8.12.2005 DEUTSCHE BANK AG
/s/ Pierre-Xxxxxx Xxxxxxxx
----------------------------------
Name: Pierre-Xxxxxx Xxxxxxxx
Authorized signatory
/s/ Xxxxx Xxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxx
Authorized signatory
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