exv4w152

Bank Sort Code

Name and address of Account Bank

(Sub-) Account No.

(Bankleitzahl)

(the “Account Bank”)

Type of Account

EXHIBIT 4.152

SIG ASSET HOLDINGS LIMITED
as Pledgor

WILMINGTON TRUST (LONDON) LIMITED
as Collateral Agent and Pledgee

THE INSTITUTIONS NAMED HEREIN
as Pledgees

ACCOUNT PLEDGE AGREEMENT
(Kontoverpfändung)

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee.

CONTENTS


Clause	Page
1. Definitions and Language		3
2. Pledge		8
3. Purpose of the Pledges		10
4. Notice of Pledge		10
5. Pledgor’s Right of Disposal		11
6. Enforcement of the Pledges		11
7. Undertakings of the Pledgor		12
8. Delegation		14
9. Indemnity		14
10. No liability		14
11. Duration and Independence		15
12. Release (Pfandfreigabe)		15
13. Droit De Discussion and Droit De Division		16
14. Partial Invalidity; Waiver		16
15. Amendments		16
16. Notices and their Language		16
17. Applicable Law, Jurisdiction		18
18. Conclusion of this Agreement (Vertragsschluss)		18
Schedule 1		21
Part 1 List of Financial Institutions		21
Part 2 List of Current Borrowers		38
Part 3 List of Current Guarantors		38
Part 4 List of Current Senior Secured Note Guarantors		41
Schedule 2 List of Accounts		45
Schedule 3 Form of Notice of Pledge		46
Schedule 4 Form of Notification of Future Accounts		50

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 3 February 2010

BETWEEN:

(1)

SIG Asset Holdings Limited, a non-cellular company limited by shares incorporated in Guernsey whose registered number is 28883 and whose registered office as at the date of this Agreement is at Heritage Hall, Le Marchant Street, St Peter Port, Guernsey GY1 4EL (the “Pledgor”);

(2)

Wilmington Trust (London) Limited, a private limited company whose registered number is 05650152 and whose registered office address as at the date of this Agreement is at Fifth Floor, 6 Broad Street Place, London EC2M 7JH, United Kingdom, in its capacity as collateral agent under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent “); and

(3)

the institutions, listed in Part 1 of Schedule 1 (List of financial institutions) hereto in their capacity as lenders, issuing banks, hedge counterparties, administrative agent, local facility providers, cash management banks under the Credit Documents (as defined below) and indenture trustee under the Senior Secured Note Indenture (as defined below);

(the institutions named in (2) and (3) are hereinafter referred to as the “Original Pledgees”).

WHEREAS:

(A)

Pursuant to a USD 1,155,000,000 and EUR 330,000,000 multi-currency term and revolving credit agreement dated 5 November 2009 (as amended by an amendment agreement dated 21 January 2010) between, inter alia, the parties listed in Part 2 of Schedule 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Part 3 of Schedule 1 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG, Cayman Island branch (formerly Credit Suisse, Cayman Island branch) as administrative agent and The Bank of New York Mellon as collateral agent and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede to the Credit Agreement as additional borrowers.

(B)

Pursuant to a senior secured note indenture dated 5 November 2009 between, inter alia, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as issuers (the “Issuers”), certain affiliates of the Issuers listed in Part 4 of Schedule 1 as current senior secured note guarantors (the “Current Senior Secured Note Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Senior Secured Note Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of USD 1,125,000,000 (the “US Secured Notes”) and senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “Euro Secured Notes” and together with the US Secured Notes the “Senior

Secured Notes”) to certain noteholders.

(C)

The Pledgor has agreed to grant a first ranking pledge (subject to the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank (as defined below)) over its Accounts (as defined below) as security for the Pledgees’ (as defined below) respective claims against the Grantors (as defined below) (or any of them) in respect of the Obligations (as defined below).

(D)

The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Secured Parties (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No. 1 and Joinder Agreement (as defined below)) between, inter alia, the Collateral Agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

NOW, IT IS AGREED as follows:

DEFINITIONS AND LANGUAGE

1.1

Definitions

In this Agreement:

“Account Banks” means the credit institutions administering the Accounts and “Account Bank” means any of them.

“Accounts” means all bank accounts (including without limitation giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any credit institution in the Federal Republic of Germany (including without limitation the accounts listed in Schedule 2 (List of Accounts) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, and “Account” means any of them.

“Administrative Agent” means Credit Suisse AG, Cayman Island branch, having its business address at One Madison Avenue, New York, NY 10010, United States of America in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 made among (amongst others) the Collateral Agent, The Bank of New York Mellon, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which the Collateral Agent is appointed an additional collateral agent and becomes party to the First Lien Intercreditor Agreement.

“Borrowers” means the Current Borrowers and any entity which may accede to the Credit Agreement as an additional borrower and “Borrower” means any of them.

“Cash Management Bank” shall mean Citibank NA, Banco Nacional De Mexico S.A., Citibank International PLC, UK, Citibank (China) Co., Limited, Citibank Global Markets Deutschland AG & Co KGaA, Citibank ZRT, Hungary, a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time the cash management services arrangement is entered into) provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as cash management bank.

“Cash Management Services” shall mean any agreement or arrangement by a Cash Management Bank to provide any composite accounting or other cash pooling arrangements and netting, overdraft protection and other arrangements with any bank arising under standard business terms of such Cash Management Bank to a Grantor.

“Credit Documents” shall mean the Loan Documents and the Senior Secured Note Documents.

“Enforcement Event” shall mean an Event of Default.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the Senior Secured Note Indenture.

“Existing Intercreditor Agreement” means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007 and as amended and restated on 5 November 2009) between, inter alia, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Reynolds Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à r.l., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

“Future Pledgee” means any entity which may become a pledgee hereunder by way of (i) transfer of the Pledges by operation of law following the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of any part of the Obligations from any Original Pledgee or Future Pledgee to such future pledgee and/or (ii) accession to this Agreement pursuant to sub-Clause 2.3 hereof as pledgee.

“Grantors” means the Loan Parties, the Issuers and the Senior Secured Note Guarantors and any person that has granted a security interest to the Collateral Agent and/or the Secured Parties in respect of the obligations of the Loan Parties, the Issuers and the Senior Secured Note Guarantors under the Credit Documents and “Grantor” means any of them.

“Grantors’ Agent” shall mean Reynolds Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.

“Group” means Reynolds Group Holdings Limited and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Counterparty” means a Lender, the Administrative Agent or any of the Lender’s or the Administrative Agent’s affiliates (at the time a hedging agreement is entered into) who has entered into a hedging agreement for the purpose of hedging

interest rate liabilities and/or any exchange rate and/or commodity price risks provided it has become a party, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, to the First Lien Intercreditor Agreement in its capacity as hedge counterparty.

“Incremental Assumption Agreement” shall mean an incremental assumption agreement relating to incremental facilities of up to USD 400,000,000 among, and in form and substance reasonably satisfactory to, one or more Borrowers, the Administrative Agent, one or more Incremental Term Lenders and/or one or more Incremental Revolving Credit Lenders pursuant to which one or more Incremental Term Lenders make available Incremental Term Loan Commitments and/or one or more Incremental Revolving Credit Lenders make available Incremental Revolving Credit Commitments respectively.

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding revolving loan under the Credit Agreement of any class as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain revolving credit loans to one or more Borrowers.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

		“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as indenture trustee under the Senior Secured Note Indenture and any successor appointed as indenture trustee under the Senior Secured Notes Indenture.

		“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement, in each case as amended, novated, supplemented, restated, or modified from time to time.

		“Issuing Bank” means Credit Suisse AG or any other Lender or any affiliate of Credit Suisse AG or any other Lender that issues letters of credit or bank guarantees under the Credit Agreement.

		“Lenders” shall mean the Original Lenders and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

		“Loan Documents” shall mean the Credit Agreement, any borrowing subsidiary agreement and/or guarantor joinder agreement relating to the Credit Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any security documents relating to the Credit Agreement, any hedging agreement entered into by a Hedge Counterparty and a Grantor, each Incremental Assumption Agreement, the Intercreditor Arrangements, each Promissory Note, any agreement between a Grantor and a Cash Management Bank relating to Cash Management Services, each Local

		Facility Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

		“Loan Parties” shall mean the Borrowers, the Current Guarantors and any entity which may accede to the Credit Agreement as additional guarantor and a “Loan Party” means any of them.

		“Local Facilities” means working capital facilities provided to a Grantor (other than Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) II S.A. Beverage Packaging Holdings (Luxembourg) III S.à.r.l. and the Borrowers) by a Local Facility Provider and “Local Facility” means any of them.

		“Local Facility Agreements” shall mean any agreement under which a Local Facility is made available.

		“Local Facility Provider” means each of HSBC Trinkaus & Burkhardt AG, Deutsche Bank AG, Commerzbank Aktiengesellschaft, Bank of America, N.A. Hong Kong and Shanghai Banking Corporation Ltd., Thailand, provided in each case it has become a party to, or by execution of an additional bank secured party acknowledgment has agreed to be bound by the terms of, the First Lien Intercreditor Agreement in its capacity as local facility provider.

		“Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Grantor to the Pledgees (or any of them) under each or any of the Credit Documents (including, but not limited to, the Parallel Obligations), together with all costs, charges and expenses incurred by any Pledgee in connection with the protection, preservation or enforcement of its respective rights under the Credit Documents or any other document evidencing or securing any such liabilities. The Obligations shall further include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

		“Parallel Obligations” means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

		“Pledge” and “Pledges” have the meanings given to such terms in Clause 2.1.

		“Pledgees” means the Original Pledgees and the Future Pledgees, and “Pledgee” means any of them.

		“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture and the First Lien Intercreditor Agreement.

		“Promissory Note” shall mean any promissory note executed and delivered by a Borrower upon the request of a Lender evidencing the amount of principal owed by such Borrower to such Lender under the Credit Agreement.

		“Secured Parties” shall mean the Lenders (including in their capacity as issuing bank(s) and/or Hedge Counterparties under the Credit Agreement), the Hedge Counterparties, the Administrative Agent, any Issuing Bank, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Document, the

		Senior Secured Note Holders, the Indenture Trustee, the Collateral Agent, the Local Facility Providers and the Cash Management Banks.

		“Senior Secured Note Documents” shall mean the Senior Secured Note Indenture, the Senior Secured Note Guarantees, the Senior Secured Notes, the Intercreditor Arrangements, any security document relating to the Senior Secured Notes and/or the Senior Secured Note Indenture and any other document that may be entered into pursuant to any of the foregoing.

		“Senior Secured Note Guarantees” shall mean the guarantees of the obligations of the Issuers under the Senior Secured Notes and the Senior Secured Note Indenture by the Senior Secured Note Guarantors.

		“Senior Secured Note Guarantors” means the Current Senior Secured Note Guarantors and any entity which may accede to the Senior Secured Note Indenture as additional guarantor.

		“Senior Secured Note Holders” shall mean the holders from time to time of the Senior Secured Notes.

1.2

Construction

In this Agreement:

(a)

Capitalised terms used in this Agreement (or in any notice given under this Agreement) but not defined therein shall have the meanings ascribed thereto in the First Lien Intercreditor Agreement; and

(b)

any reference in this Agreement to a “Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause or a Schedule hereof.

1.3

This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

1.4

The Pledgor acknowledges and agrees that the Collateral Agent’s actions under this Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions given in accordance with the Principal Finance Documents. In so acting, the Collateral Agent shall have, subject to the terms of the Principal Finance Documents, the protections, immunities, rights, indemnities and benefits conferred on the collateral agent under the Principal Finance Documents.

1.5

For the avoidance of doubt, it is acknowledged that the Collateral Agent is permitted to act on the instructions of the other Pledgees in accordance with Clause 2.02(a) of the First Lien Intercreditor Agreement. It is further acknowledged that the Collateral

Agent may assume that any and all instructions received by it from the other Pledgees and/or the Secured Parties (acting in accordance with the Principal Finance Documents) under this Agreement are reasonable, and that any question as to the reasonableness or otherwise of such instructions shall be determined as between the other Pledgees and/or other Secured Parties (or any one or more representatives of the other Pledgees and/or other Secured Parties acting in accordance with the Principal Finance Documents) and the Pledgor.

1.6

In the case of any references in this Agreement to the Pledgees and/or the Secured Parties acting through the Collateral Agent or to the Collateral Agent acting for or on behalf of the Pledgees and/or the Secured Parties, it is acknowledged that the Pledgees and/or the Secured Parties shall at all times be represented in accordance with the First Lien Intercreditor Agreement and the Collateral Agent act only on the instructions given in accordance with the First Lien Intercreditor Agreement.

PLEDGE

2.1

The Pledgor hereby pledges to each of the Pledgees all its present and future rights and claims (whether conditional or unconditional) arising against any Account Bank from or in relation to any of the Accounts, including without limitation:

(a)

all rights and claims in respect of present and future cash deposits (Guthaben) (including without limitation saving deposits (Spareinlagen), time deposits (Termineinlagen) (including fixed deposits (Festgeldguthaben) and termination monies (Kündigungsgelder)) and call money deposits (Tagesgeldeinlagen) (including deposits for overnight money, tom/next money, spot/next money and money until further notice (Geld b .a. w.)) standing from time to time to the credit of the Accounts, including all claims to interest payable;

(b)

in respect of each Account maintained as a giro account (Girokonto) at present or in the future, (i) all claims in respect of present and future credit balances (positive Salden), (ii) all claims in respect of present and future credit entries (gutgeschriebene Beträge), (iii) all claims to interest payable and (iv) all other present and future monetary rights and claims arising under or in connection with the respective giro agreement (Girovertrag) (including without limitation all claims to the grant of a credit entry (Gutschriftanspruch); and

(c)

in respect of each Account maintained as a current account (Kontokorrentkonto) at present or in the future, all present and future rights and claims arising under or in connection with the respective current account agreement (Kontokorrentabrede) (including without limitation all claims to determination and acknowledgement of the current account balance (Anspruch auf Saldofeststellung und -anerkennung), all claims to present and future current

account balances (Saldoforderungen) including the causal final balance (kausaler Schlusssaldo) and the right to terminate the current account relationship (Kündigung des Kontokorrents)).

(each a “Pledge” and together the “Pledges”).

2.2

Each of the Original Pledgees hereby accepts its Pledge for itself.

2.3

The Collateral Agent accepts, as representative without power of attorney (Vertreter ohne Vertretungsmacht), the respective Pledges for and on behalf of each Future Pledgee. Each Future Pledgee ratifies and confirms the declarations and acts so made by the Collateral Agent on its behalf by accepting the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of the Obligations under the Loan Documents (or part of them) from a Pledgee or the appointment to become a successor as administrative agent under the Credit Agreement or as indenture trustee under the Senior Secured Note Indenture. Upon such ratification (Genehmigung) such Future Pledgee becomes a party to this Agreement, it being understood that any future or conditional claim (zukünftiger oder bedingter Anspruch) of such Future Pledgee arising under the Loan Documents, or, in case of a successor indenture trustee arising under the Senior Secured Note Documents shall be secured by the Pledges constituted hereunder.

2.4

All parties hereby confirm that the validity of the Pledges granted hereunder shall not be affected by the Collateral Agent acting as representative without power of attorney for each Future Pledgee.

2.5

The Pledgor herewith authorises the Collateral Agent to notify on its behalf the Pledges and/or the identity of any Future Pledgee and the new pledges created pursuant to Clause 2.3 above to each Account Bank. Upon request of the Collateral Agent, the Pledgor shall without undue delay (unverzüglich) give such notice and provide the Collateral Agent with a copy thereof.

2.6

The validity and effect of each of the Pledges shall be independent from the validity and the effect of the other Pledges created hereunder. The Pledges to each of the Pledgees shall be separate and individual pledges ranking pari passu with the other Pledges created hereunder.

2.7

Each of the Pledges is in addition, and without prejudice, to any other security the Pledgees may now or hereafter hold in respect of the Obligations.

2.8

For the avoidance of doubt, the parties agree that nothing in this Agreement shall exclude a transfer of all or part of the Pledges created hereunder by operation of law upon the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of all or part of the Obligations by any Pledgee to a Future Pledgee.

PURPOSE OF THE PLEDGES

The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Obligations. The Pledges shall also cover any future extension of the Obligations and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

NOTICE OF PLEDGE

4.1

Subject to Clause 4.3 below the Pledgor undertakes that it will without undue delay, but not later than within twenty business days after the date of this Agreement, and, in relation to any Account opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank and any other relevant third party of the Pledges by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge) by registered mail (Einschreiben mit Rückschein). The Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the Pledgor shall use all reasonable efforts to procure that each Account Bank promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent (acting for and on behalf of the Pledgees) and to the Pledgor.

4.2

Without prejudice to the obligations imposed on the Pledgor in Clause 4.1 and, in the case of future Accounts, Clause 7.3, the Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank and any other relevant third party on its behalf of this Agreement and the Pledges constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting for and on behalf of the Pledgees) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the Pledgor has not complied with the obligations imposed on the Pledgor in Clause 4.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event has occurred and is continuing.

4.3

The Pledgor shall not be under an obligation to comply with its obligation under Clause 4.1 above whilst an Enforcement Event is not continuing if the Pledgor can prove to the Collateral Agent (acting on behalf of the Pledgees) that notifying the relevant Account Bank of the Pledges created hereunder would not be consistent with, whilst an Enforcement Event is not continuing, the Pledgor retaining control over and the ability to freely use the balance of any such Account. The Collateral Agent will not be required to use its discretion but will take instructions in accordance with the First

Lien Intercreditor Agreement whether or not to agree with the Pledgor’s analysis under this Clause 4.3. For the avoidance of doubt, at the date of this Agreement the Pledgor agrees that notifying the Account Banks of the Pledges created hereunder is not inconsistent with the Pledgor retaining control over and the ability to freely use the balance of any Account existing at the date of this Agreement.

PLEDGOR’S RIGHT OF DISPOSAL

The Pledgor may exercise all rights and powers in respect of each Account until the Pledgees (acting through the Collateral Agent) give notice to the contrary to the Account Bank with a copy to the Pledgor. The Pledgees (acting through the Collateral Agent) may give such notice only if an Enforcement Event has occurred and is continuing.

ENFORCEMENT OF THE PLEDGES

6.1

If (i) an Enforcement Event has occurred and is continuing and (ii) the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of any of the Pledges are met (Pfandreife), in particular, if any of the Obligations has become due and payable, then in order to enforce the Pledges (or any of them), the Collateral Agent (acting on the instructions of the Secured Parties) may on its own behalf and on behalf of the other Pledgees at any time thereafter avail itself of all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany.

6.2

Notwithstanding Section 1277 of the German Civil Code, the Pledgees are entitled to exercise their rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The Pledgees shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany.

6.3

The Collateral Agent will notify the Pledgor five business days prior to the enforcement of the Pledges (or any of them) according to Clause 6. No such notification shall be required if (i) the Pledgor has generally ceased to make payments (Zahlungseinstellung), (ii) an application for the institution of insolvency proceedings is filed by or against the Pledgor or (iii) the Pledgees have reasonable grounds to believe that observance of the notice period will adversely affect the legitimate interests (berechtigte Interessen) of the Pledgees.

6.4

If the Pledgees acting through the Collateral Agent should seek to enforce the Pledges pursuant to Clause 6.1 hereof, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt realisation of the Pledges (or any of them) and/or the exercise by the Pledgees, acting through the Collateral Agent, of any other right they may have as Pledgee.

6.5

The Pledgees (acting through the Collateral Agent) may, in their sole discretion, determine which of several security interests (created under this or other security agreements) shall be used to satisfy the Obligations.

6.6

The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.

6.7

The Pledgor hereby expressly waives its defences based on defences any Grantor might have against any of the Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.

6.8

If the Pledges are enforced or if the Pledgor has discharged any of the Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor — Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall at no time before, on or after an enforcement of the Pledges, and as a result of the Pledgor entering into this Agreement, be entitled to demand indemnification or compensation from a Grantor or any affiliate of a Grantor or assign any of these claims.

UNDERTAKINGS OF THE PLEDGOR

Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to each of the Pledgees:

7.1

subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Collateral Agent.

7.2

to instruct each Account Bank to provide the Collateral Agent following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 7.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents;

7.3

to notify the Collateral Agent (for and on behalf of the Pledgees) without undue delay substantially in the form set out in Schedule 4 (Form of Notification of future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement;

7.4

to close any of the Accounts only upon giving 5 business days prior notice to the Collateral Agent and provided that the Pledgees (acting through the Collateral Agent) have not given a notice pursuant to Clause 5;

7.5

to deliver to the Collateral Agent, within three months after the end of each calendar year ending after January 2010, and at any time upon reasonable request of the Collateral Agent, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Collateral Agent shall not request such information more than one additional time in any one year prior to the occurrence of an Enforcement Event that is continuing;

7.6

with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Collateral Agent without undue delay if the Pledgees (acting through the Collateral Agent) have given a notice pursuant to Clause 5 and to deliver to the Collateral Agent upon its request (acting on the reasonable instructions of the Secured Parties) following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts;

7.7

not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen)) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents (such consent not to be unreasonably withheld by the Secured Parties));

7.8

to inform the Collateral Agent without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgees (or any of them) might need to defend themselves against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a

defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledges without undue delay;

7.9

except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them), the Pledgor shall, at the Collateral Agent’s request (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses; and

7.10

except as otherwise agreed pursuant to the Principal Finance Documents, to confirm or re-execute, upon request of the Collateral Agent (acting on the reasonable instructions of the Secured Parties), on the same terms as contained herein, the Pledges created hereunder in order to ensure that any Future Pledgee shall receive the benefit of such Pledges.

DELEGATION

The Collateral Agent shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement on such terms and conditions as it shall see fit. The Collateral Agent shall only remain liable for diligently selecting and providing initial instructions to such delegate.

INDEMNITY

To the extent set out in the First Lien Intercreditor Credit Agreement, the Pledgor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Collateral Agent, its agents its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, damages, expenses, demands, taxes, losses and costs which it may sustain as a consequence of any breach by the Pledgor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Pledges.

10.

NO LIABILITY

Except to the extent provided in the Principal Finance Documents, none of the Collateral Agent, its nominee(s) or agent(s) or delegate(s) shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the assets and rights subject to the security interest created hereunder, save in respect of any loss or damage which is suffered as a result of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by the Collateral Agent, its nominee(s) or agent(s) or delegate(s), or (c) the enforcement or realisation of all or any part of the security interest created hereunder.

11.

DURATION AND INDEPENDENCE

11.1

This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledges shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

11.2

This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Credit Documents or in any document or agreement related to any of the Credit Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.

11.3

This Agreement is independent from any other security or guarantee which may have been or will be given to the Pledgees or the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.

11.4

Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Obligations to, or by, any third party.

12.

RELEASE (PFANDFREIGABE)

12.1

Upon complete and irrevocable satisfaction of the Obligations, the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) and the other Pledgees will as soon as reasonably practical declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Obligations the Pledges, due to their accessory nature (Akzessorietät), cease to exist by operation of German mandatory law.

12.2

At any time when the total value of the aggregate security granted by the Pledgor and any of the other Grantors to secure the Obligations (the “Security”), which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert), exceeds 110% of the Obligations (the “Limit”) not only temporarily, the Pledgees shall on demand of the Pledgor release such part of the Security (Sicherheitenfreigabe) as the other Pledgees (acting reasonably) and the Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) may in their discretion determine so as to reduce the realisable value of the Security to the Limit.

12.3

The Collateral Agent (as instructed in accordance with the First Lien Intercreditor Agreement) and the other Pledgees, acting through the Collateral Agent, will as soon as reasonably practicable declare in writing the release of the Pledges (Pfandfreigabe) to the Pledgor in accordance with, and to the extent required by, the Intercreditor Arrangements.

13.

DROIT DE DISCUSSION AND DROIT DE DIVISION

The Pledgor abandons all and every right which it may have at any time under any existing or future Guernsey law including, but not limited to the “droit de discussion” and the “droit de division” or otherwise to require that recourse be had to the assets of some other person nor shall the Pledgor be entitled to require that any other person be made a party to any legal proceedings brought by any of the Pledgees, or to require that any liability of the Pledgor be divided or apportioned amongst any other persons or reduced in any manner whatsoever, whether the formalities required by Guernsey law, in regard to the rights or obligations of sureties shall or shall not have been observed.

14.

PARTIAL INVALIDITY; WAIVER

14.1

If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible to the original intent of the parties.

14.2

No failure to exercise, nor any delay in exercising, on the part of the Pledgees, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

15.

AMENDMENTS

Changes and amendments to this Agreement including this Clause 15 shall be made in writing.

16.

NOTICES AND THEIR LANGUAGE

16.1

All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:


For the Pledgor:	SIG Asset Holdings Limited

	Address:	Heritage Hall,
		Le Marchant Street
		St Peter Port
		Guernsey GY1 4EL

	Fax:	+44 1481712596

	Attention:	Hugh Richards
For the Pledgor with a copy to:
	Address:	c/o Rank Group Limited
		Level 9
		148 Quay Street
		PO Box 3515
		Auckland 1140
		New Zealand
	Telephone:	+649 3666 259

	Fax:	+649 3666 263

	Attention:	Helen Golding

For the Pledgees to the Collateral Agent:	Wilmington Trust (London) Limited

	Address:	Fifth Floor
		6 Broad Street Place
		London, EC2M 7JH
		United Kingdom

	Fax:	+44 (0)20 7614 1122

	Attention:	Elaine Lockhart

16.2

Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. As agreed to in writing in accordance with the First Lien Intercreditor Agreement, notices and other communications hereunder may also be delivered by e-mail to the e-mail address of a representative of the applicable party to this Agreement provided from time to time by such party.

16.3

All notices and other communications given to any party in connection with this Agreement in accordance with the provisions of this Agreement shall be deemed (widerlegbare Vermutung) received on the date sent (if a business day) and on the next

business day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by fax or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Clause 16 or in accordance with the latest unrevoked direction from such party given in accordance with this Clause 16.

16.4		Any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

17.		APPLICABLE LAW, JURISDICTION

17.1		This Agreement is governed by the laws of the Federal Republic of Germany.

17.2		The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the district court (Landgericht) in Frankfurt am Main. The Pledgees however, shall also be entitled to take action against the Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

18.		*CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS***)

18.1		The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf., tif., etc.) to an e-mail.

18.2		If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 18.1 above, they will transmit the signed signature page(s) of this Agreement to attention of Mr. Philipp Kropatscheck or Ms Corinna May (Philipp.Kropatscheck@cliffordchance.com or Corinna.May@cliffordchance.com, fax: +49 69 7199 4000) (each a “Recipient”). The Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

18.3		For the purposes of this Clause 18 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s)

SCHEDULE 1

PART 1
LIST OF FINANCIAL INSTITUTIONS

1776 CLO I, Ltd

280 Funding I

ABS Loans 2007 Ltd

ACE TEMPEST LIFE REINSURANCE LIMITED

ACE TEMPEST REINSURANCE LTD

Adfam Investment Company LLC

AIG Bank Loan Fund Ltd

AIM FLOATING RATE FUND

ALPSTAR CLO I PUBLIC LTD CO

Altenberg Funding

American Hallmark Insurance Co of TX

AMMC CLO IV LIMITED

AMMC CLO V Ltd

AMMC VII LIMITED

Anchorage Crossover Credit Finance Ltd

Apostle Loomis Sayles Credit Opportunities Fund

Apostle Loomis Sayles Senior Loan Fund

Ares Enhanced Credit Opportunities

ARES ENHANCED LOAN INVESTMENT STRATEGY II LTD

Ares Enhanced Loan Investment Strategy III LTD

ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD

Ares European CLO II BV

ARES IIIR/IVR CLO LTD

ARES IIR CLO LTD.

Ares Institutional Loan Fund B.V.

ARES STRATEGIC INVESTMENT PARTNERS EUROPE B.V.

Ares VIII CLO LTD

Ares VIR CLO Ltd.

Ares VR CLO Ltd.

Ares X CLO Ltd

ARES XI CLO LTD

Ares XII CLO Ltd

Ariel Reinsurance Company Ltd

Atrium III

Atrium IV

ATRIUM V

Australia and New Zealand Banking Group Limited

Avalon Capital Ltd 3

AVOCA CLO III PLC

AVOCA CLO IX LTD

AVOCA CLO VI PLC

Babson Capital Loan Partners I LP

Babson CLO Ltd 2004-I

Babson CLO LTD 2004-II

BABSON CLO LTD 2005-I

Babson CLO Ltd 2006 II

Babson CLO Ltd 2006-I

BABSON CLO LTD 2007-I

Babson CLO LTD 2008 — II

Babson CLO LTD. 2005 — III

BABSON LOAN OPPORTUNITY CLO LTD

Banco Nacional De Mexico, S.A., Integrante Del Grupo Financiero Banamex

BARCLAYS BANK PLC

Battalion CLO 2007-I, Ltd.

Belhurst Clo Ltd

BELL ATLANTIC MASTER TRUST

BILL&MELINDA GATES FOUNDATION

Blackrock Debt Strategies Fund, Inc

Blackrock Defined Opportunity Credit Trust

Blackrock Diversified Income Strategies Fund (DVF)

Blackrock Floating Rate Income Trust

BlackRock Fltng Rate Income Strat Fd Inc

Blackrock Global Investment Series Income Strategies Portfolio

BlackRock Limited Duration Income Trust

Blackrock Senior Floating Rate Portfolio

BLACKROCK SENIOR HIGH INCOME FUND INC

Blackrock Senior Income Series

BLACKROCK SENIOR INCOME SERIES II

Blackrock Senior Income Series IV

Blackrock Senior Income Series V Limited

BLACKSTONE SPECIAL FUNDING IRELAND

BLT 18 LLC

BLT 2009-1Ltd

Blue Shield of California

BLUEBAY COF LOAN INVESTMENTS S.A.

Bluebay High Income Loan Investments (Luxembourg) SA

Board of Pensions of the Evangelical Lutheran Church in America

Boeing Company Employee Retirement Plans Master Trust Investment Control Pool

BOS INTERNATIONAL (AUSTRALIA) LTD

Brentwood CLO, LTD

Bridgeport CLO II Ltd.

BRIDGEPORT CLO LTD

Brigade Credit Fund II LP

Brown University

California Public Employees Retirement System

Carlyle Credit Partners Financing I, Ltd.

CARLYLE HIGH YIELD PARTNERS IX, Ltd.

Carlyle High Yield Partners VI LTD

Carlyle High Yield Partners VII Ltd

Carlyle High Yield Partners VIII, Ltd

Carlyle High Yield Partners X, Ltd.

Carpenters Pension Trust Fund of St. Louis

Cascade Investment LLC

CASTLE GARDEN FUNDING

CAVALRY CLO I, LTD

CELF Loan Partners B.V

CELF LOAN PARTNERS II PLC

CELF LOAN PARTNERS III PLC

CELF LOW LEVERED PARTNERS PLC

CELF PARTNERSHIP LOAN FUNDING 2008 I

Cent CDO 10 Limited

Cent CDO 12 Limited

Cent CDO 14 Limited

CENT CDO 15 LIMTIED

Cent CDO XI Limited

CENTAURUS LOAN TRUST

Centurion CDO 8 Ltd

CENTURION CDO 9 LIMITED

Centurion CDO VI Ltd.

Centurion CDO VII Ltd

CFS WHOLESALE GLOBAL CORPORATE DEBT FUND

CHAMPLAIN CLO LTD

Chatham Light II CLO Ltd

Chelsea Park CLO Ltd

CHEYNE CREDIT OPPORTUNITIES CDO 1 BV

CHGO Loan Funding LTD

CIM VI LLC

Citibank (China) Co., Ltd.

Citibank, National Association

CITRON INVESTMENTS CORPORATION

CLEAR LAKE CLO LTD

CLYDESDALE CLO 2004 LTD

Clydesdale CLO 2005 Ltd

CLYDESDALE STRATEGIC CLO I LTD

Columbus Park CDO Ltd

Columbusnova CLO IV Ltd 2007 II

Commonwealth International Fixed Interest Fund 6

Commonwealth of Pennsylvania State Employees Retirement System

Confluent 2 Limited

Continental Casualty Company

COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.

CRATOS CLO I LTD

CREDIT SUISSE AG

CREDIT SUISSE INTERNATIONAL

Credit Suisse Loan Funding LLC

Credit Suisse Syndicated Loan Fund

Credos Floating Rate Fund, LP

CREF Bond Market Account

CSAM Funding I

CSAM Funding II

CSAM FUNDING IV

CUMBERLAND II CLO LTD

Delaware Corporate Bond Fund, a series of Delaware Group Income Funds

Delaware Extended Duration Bond Fund, a series of Delaware Group Income Funds

Delaware Group Advisor Funds-Delaware Diversified Income Fund

Delaware Group Limited Term — Government Funds — Delaware Limited — Term Diversified Income Fund

Delaware VIP Trust-Delaware VIP Diversified Income Series

Delaware VIP Trust- Delaware VIP Limited Term Diversified Income Series

Deutsche Bank AG New York Branch

DFR Middle Market CLO LTD

DIAMOND LAKE CLO LTD

Diversified Credit Portfolio Ltd

Doral Money Inc

DRYDEN IX SENIOR LOAN FUND 2005 PLC

DRYDEN VIII-LEVERAGED LOAN CDO 2005

Dryden X — Euro CLO 2005 PLC

Dryden XI Leveraged Loan CDO 2006

Dryden XIV — Euro CLO 2006 PLC

DRYDEN XV EURO CLO 2006 PLC

Dryden XVI — Leveraged Loan CDO 2006

Dryden XXI Leveraged Loan CDO LLC

DWS Floating Rate Plus Fund

DWS Short Duration Plus Fund

DZ Bank AG

DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK

EATON VANCE CDO X PLC

Eaton Vance Floating Rate Income Trust

Eaton Vance Institutional Senior Loan Fund

Eaton Vance Medallion Floating Rate Income Portfolio

Eaton Vance Senior Floating Rate Trust

Eaton Vance Senior Income Trust

Eaton Vance VT Floating Rate Income Fund

Employers Insurance of Wausau

Fairway Loan Funding Company

Faraker Investment PTE Ltd

Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund

FIFTH THIRD BANK

FIRST 2004-II CLO LTD

First Trust Four Corners Senior Floating Rate Income Fund

First Trust Four Corners Senior Floating Rate Income Fund II

FLAGSHIP CLO V

Flagship CLO VI

Flatiron CLO 2007-1 Ltd

Foothill CLO I Ltd

Fore CLO Ltd 2007-1

FORTIS FLEXI III SENIOR SECURED BANK LOAN FUND MOGLIANO

Franklin CLO V, Ltd

Franklin CLO VI, Limited

Franklin Floating Rate Daily Access Fund

FRANKLIN FLOATING RATE MASTER SERIES

Franklin Templeton Limited Duration Income Trust

Franklin Templeton Series II Funds-Franklin Floating Rate II Fund

Future Fund Board of Guardians

Galaxy V CLO Ltd

Galaxy VI CLO, Ltd.

GALAXY VII CLO LTD

Galaxy VIII CLO Ltd

GE Capital Commercial Inc

General Electric Pension Trust

GILLESPIE CLO PLC

GLOBAL CREDIT RETURN FUND N V

Global Loan Opportunity Fund BV

GMAM Group Pension Trust I

Golden Knight II CLO, Limited

GOLDENTREE CAPITAL OPPORTUNITIES LP

Goldentree Loan Opportunities III, Limited

Goldentree Loan Opportunities IV, Ltd.

Goldentree Loan Opportunities V Limited

Goldman Sachs Asset Mgmt CLO plc

Goldman Sachs Collective Trust High Yield Implementation Vehicle

Grand Central Asset Trust Cameron I Series

GRAND CENTRAL ASSET TRUST, ANC SERIES

Grayson & Co

GREEN PARK CDO BV

Greenbriar CLO Ltd

GSO CO INVESTMENT PARTNERS LLC

GSO DOMESTIC CAPITAL FUNDING LLC

GSO Royal Holdings CB LLC

Halcyon Loan Investors CLO I Ltd

Halcyon Loan Investors CLO II, Ltd.

HALCYON STR AM LS/SU 2007-3 Ltd.

Halcyon Structured Asset Management CLO I Ltd

Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-2 Ltd

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO 2006-I LTD

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO 2007 Ltd

Harbourview CLO 2006-1

Harvest CLO II SA

Harvest CLO III Public Limited Company

Harvest CLO IV PLC

HARVEST CLO V PLC

Highland Credit Opportunities CDO, Ltd

Highlander Euro CDO BV

HIGHLANDER EURO CDO III B.V.

Hillmark Funding LTD.

Hiscox insurance Company Bermuda Ltd

HISCOX SYNDICATE 33

Hudson Canyon Funding II Ltd

Hyde Park CDO BV

IAM National Pension Fund

Illinois State Board of Investment

ING International II — Senior Bank Loans Euro

ING INVESTMENT CLO II LTD

ING Investment Management CLO I Ltd

ING INVESTMENT MANAGEMENT CLO III, LTD

ING Investment Management CLO IV Ltd

ING INVESTMENT MANAGEMENT CLO V LTD

ING Investment Trust Co. Plan Employee Benefit Investment Funds — Senior Loan Fund

ING INVESTORS TRUST — ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO

ING Prime Rate Trust

ING Senior Income Fund By: ING Investments, LLC as its investment manager

James River Insurance Company

Jersey Street CLO Ltd.

JHF II Multi Sector Bond Fund

John Hancock Fund II Floating Rate Income Fund

John Hancock Funds II — Spectrum Income Fund

John Hancock Trust — Capital Appreciation Value Trust

John Hancock Trust-Spectrum Income Trust

JP Morgan Whitefriars Inc

JPMorgan Chase Retirement Plan

JRG Reinsurance Company, Ltd.

Koniginstrasse I S.A.R.L

LAURELIN BV

LAURELIN II B V

LeverageSource V S A.R.L

LIBERTY MUTUAL INSURANCE CO

Libra Global Limited

LIGHTPOINT PAN EUROPEAN CLO 2007 1 PLC

Limerock CLO I

LLCP Loan Funding 2007

Loan Funding III LLC

Loan Funding IV LLC

Longhorn Credit Funding LLC

Loomis Sayles Leveraged Senior Loan Fund Ltd

Loomis Sayles Senior Loan Fund LLC

Lord Abbett Invest Trust-Lord Abbett Floating Rate Fund

Lucent Technologies Inc master Pension Trust

MACKAY SHIELDS CORE PLUS ALPHA FUND LTD

MACKAY SHORT DURATION ALPHA FUND

MACQUARIE INCOME OPPORTUNITIES FUND

MACQUARIE MASTER DIVERSIFIED FIXED INTEREST FUND

Madison Park Funding I LTD

MADISON PARK FUNDING III LTD

MADISON PARK FUNDING IV LTD

MADISON PARK FUNDING V LTD

MADISON PARK FUNDING VI LTD

MAINSTAY FLOATING RATE FUND A SERIES OF ECLIPSE FUNDS INC

Mainstay VP Floating Rate Portfolio A Series of Mainstay VP Series Fund

Market Square CLO Ltd.

Marlborough Street CLO, Ltd.

Master Senior Floating Rate Trust

Maxim High Yield Bond Portfolio

Mayport CLO Ltd

Meadow Foundation Incorporated

MERCATOR CLO 2 PLC

MERCATOR CLO I PLC

MERCATOR CLO III LIMITED

Merrill Lynch Investment Managers Lp A/C Floating Rate Income Strategies Fund II Inc

MET Investors Series Trust-Pioneer Strategic Income Portfolio

MetLife Bank National Association

METROPOLITAN LIFE INSURANCE CO

MISSOURI STATE EMPLOYEES RETIREMENT SYSTEM

Mizuho Corporate Bank, Ltd.

Momentum Capital Fund, Ltd

Morgan Stanley Investment Management Croton

MORGAN STANLEY INVESTMENT MANAGEMENT GARDA B.V

Morgan Stanley Prime Income Trust

MSIM Peconic Bay Ltd.

Mt Wilson CLO Ltd

Mt. Wilson CLO II, LTD

MUNICIPAL EMPLOYEES ANNUITY AND BENEFIT FUND OF CHICAGO (SYMPHONY)

Muzinich & Co (Ireland) Limited for the sub acct of Extrayield $ Loan Fund

NACM CLO I

NANTUCKET CLO I LTD

Nash Point CLO

NATIXIS COF I, LLC

Natixis Loomis Sayles Senior Loan Fund

NAUTIQUE FUNDING LTD

NAVIGARE FUNDING I CLO LTD.

Navigare Funding II CLO, Ltd.

Navigare Funding III CLO, Ltd

Navigator CDO 2005 Ltd

Navigator CDO 2006 Ltd.

NCM GT 2008-1 LLC

NCRAM Loan Trust

NCRAM SENIOR LOAN TRUST 2005

Neptune Finance CCS, LTD.

NEW YORK LIFE INSURANCE & ANNUITY CORP.

New York Life Insurance (Guaranteed Products)

New York Life Insurance Company, GP-Portable Alpha

Nexum Loan SICAV — Nordic Loan Fund II

Nexum Loans SICAV

Nomura Bond & Loan Fund

North Dakota State Investment Board

NORTHWOOD CAPITAL V LTD

Northwoods Capital IV Ltd

Northwoods Capital VI Limited

Northwoods Capital VII, Limited

NORTHWOODS CAPITAL VIII LIMITED

Nuveen Diversified Dividend & Income Fund

Nuveen Floating Rate Income Fund

Nuveen Floating Rate Income Opportunity Fund

Nuveen Senior Income Fund

Nuveen Tax-Advantage Total Return Strategy Fund

NYLIM FLATIRON CLO 2005-1 LTD

Nylim Flatiron CLO 2006-1 Ltd.

NYLIM INSTITUTIONAL FLOATING RATE FUND L.P

Oak Hill Credit Opportunities Financing, Ltd.

Oak Hill Credit Partners III Limited

Oak Hill Credit Partners IV Ltd

Oak HIll Credit Partners V Limited

OAK HILL EUROPEAN CREDIT PARTNERS I PLC

OAK HILL EUROPEAN CREDIT PARTNERS II PLC

OCA Brigade Credit Fund LLC

Ocean Trails CLO I

Ocean Trails CLO II

OHA Finlandia Credit Fund

OHA Park Avenue CLO I

Olympic Park Ltd

Oppenheimer Master Loan Fund LLC

Oppenheimer Senior Floating Rate Fund

OPPIDA INVESTMENTS LTD

Oregon Public Employee Ret Fund

PACIFIC LIFE INSURANCE CO

Penn Series Funds Inc Flexibility Managed Fund

Phoenix Edge Series Fund: Phoenix Multi-Sector Short Term Bond Series

Phoneix Edge Series Fund: Phoenix Strategic Allocation Series

Pimco Cayman Bank Loan Fund

PIMCO LOAN OPPORTUNITIES FUND I LP

Pioneer Diversified High Income Trust

Pioneer Floating Rate Fund

PIONEER FLOATING RATE TRUST

PIONEER GLOBAL HIGH YIELD FUND

Pioneer High Yield Fund

Pioneer Strategic Income Fund

Pioneer Strategic Income VCT Portfolio

Portola CLO Ltd

PPM America Inc a/c PPM Monarch Bay Funding LLC

Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust

Putnam Floating Rate Income Fund

PUTNAM High Yield Advantage Fund

PUTNAM HIGH YIELD TRUST

Putnam Variable Trust PVT High Yield Fund

Qualcomm Global Trading, Inc.

Race Point III CLO

RACE POINT IV CLO LTD

Red River CLO, Ltd.

Regents Park CDO BV

Republic Loan Funding Ltd

Ridgeworth Funds Seix Floating Rate High Income Fund

RIVERSIDE PARK CLO LTD

Riversource Bond Series, Inc-Riversource Floating Rate Fund

RiverSource Strategic Allocation Series, Inc. — RIVERSOURCE INSTITUTIONAL LEVERAGED LOAN FUND II, LP

RiverSource Strategic Allocation Series, Inc. — RiverSource Strategic Income Allocation Fund

Rochdale Fixed Income Opportunities Portfolio

San Joaquin County Employees’ Retirement Association

Sapphire Valley CDO I Ltd

Saratoga CLO I Limited

Schiller Park CLO, LTD

SEARS HOLDINGS PENSION PLAN

SEI Institutional Investment Trust — High Yield Bond Fund (Brigade)

SEI Institutional Investments Trust Enhanced Libor Opportunities Fund

SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND

SEI INSTITUTIONAL MANAGED TRUST — HIGH YIELD BOND FUND

Senior Debt Portfolio

Senior Loan Portfolio

SERVES 2006-1 LTD

Silverado CLO 2006-II Ltd

Southport CLO Ltd

SSS Funding II LLC

St James Park CDO BV

St. James River CLO LTD

State Retirement and Pension System of Maryland

Stellar Performer Global Series W — Global Credit

STICHTING DEPOSITARY APG FIXED INCOME CREDIT POOL

Stichting Pensioenfonds Medische Specialisten

STICHTING PENSIOENFONDS VOOR HUISARTEN

Stone Harbor Leveraged Loan Portfolio

Stone Harbor Libor Total Return Fund

Stone Harbor Sterling Core Plus Bond Fund

Stone Tower Credit Funding I Ltd

Stoney Lane Funding I LTD

Sumitomo Mitsui Banking Corp

Summer Hill Fixed Income AG LLC

SUMMIT LAKE CLO LTD

Sun America Senior Floating Rate Fund Inc

Sun Life Assurance Company of Canada

Sunsuper Pooled Superannuation Trust

Symetra Life Insurance Company

T Rowe Price Capital Appreciation Fund

T Rowe Price Institutional Common Trust Fund — T Rowe Price Capital Appreciation Trust

T Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional High Yield Fund Inc

Tavitian Foundation Inc

TCW CREDIT OPPORTUNITIES FUND I B LP

TCW Credit Opportunities Fund, L.P.

TCW SENIOR SECURED FLOATING RATE LOAN FUND LP

TCW Senior Secured Loan Fund LP

TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA

TEACHERS RETIREMENT SYSTEM OF LOUISIANA (SHENKMAN-HIGH YIELD ACCOUNT)

Texas Prepaid Higher Education Tuition Board

TFP Royal Issuer LLC

The Bank of New York Mellon

The President and Trustees of Williams College

TIAA-CREF BOND PLUS FUND

TRIBECA PARK CLO LTD

TRS HY FNDS LLC

Trustees of the University of Pennsylvania

TRUSTMARK INSURANCE COMPANY

U.A.I. (LUXEMBOURG) INVESTMENT SARL

UBS (UK) Pension and Life Assurance Scheme

UMC Benefit Board Inc

United America Idemnity, LTD

Van Kampen Dynamic Credit Opportunities Fund

VAN KAMPEN SENIOR INCOME TRUST

Van Kampen Senior Loan Fund

VELOCITY CLO LTD

VERMONT PENSION INVESTMENT COMMITTEE

Veronica Atkins Marital Trust

VICTORIA FALLS CLO, LTD

Virginia Retirement System

Virtus Multi-Sector Fixed Income Fund

Virtus Multi-Sector Short Term Bond Fund

Virtus Senior Floating Rate Fund

Vitesse CLO Ltd

WASATCH CLO LTD

Waterfront CLO 2007-1, Ltd

Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Opportunistic Investment Portfolio

Wellington Trust Company, National Association Multiple Common Trust Funds Trust-Opportunistic Fixed Income Allocation Portfolio

West Bend Mutual Insurance Company

WESTEN ASSET FLOATING RATE HIGH INCOME FUND LLC

WESTERN ASSET LEVERED LOAN OPPORTUNITY FUND LTD

WESTPAC BANKING CORP

WG Horizons CLO I

WHITEHORSE III LTD

Wind River Reinsurance Company, LTD

Windmill CLO I Limited

ZODIAC FUND MORGAN STANLEY US SENIOR LAON FUND

PART 2
LIST OF CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings Inc.

Reynolds Group Holdings Inc.

PART 3
LIST OF CURRENT GUARANTORS

SIG Holdings (UK) Limited (England and Wales)

SIG Combibloc Limited (England and Wales)

SIG Euro Holding AG & Co. KGaA (Germany)

SIG Beverages Germany GmbH (Germany)

SIG Combibloc Holding GmbH (Germany)

SIG Vietnam Beteiligungs GmbH (Germany)

SIG Combibloc GmbH (Germany)

SIG Combibloc Systems GmbH (Germany)

SIG Combibloc Zerspanungstechnik GmbH (Germany)

SIG Information Technology GmbH (Germany)

SIG International Services GmbH (Germany)

SIG Asset Holdings Ltd. (Guernsey)

Beverage Packaging Holdings (Luxembourg) I S.A. (Luxembourg)

Beverage Packaging Holdings (Luxembourg) III S.à r.l. (Luxembourg)

SIG Finance (Luxembourg) S.à r.l. (Luxembourg)

Reynolds Group Holdings Limited (New Zealand)

SIG Combibloc Group AG (Switzerland)

SIG Finanz AG (Switzerland)

SIG Technology AG (Switzerland)

SIG allCap AG (Switzerland)

SIG Combibloc (Schweiz) AG (Switzerland)

SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)

SIG Combibloc Procurement AG (Switzerland)

SIG Reinag AG (Switzerland)

SIG Combibloc Ltd. (Thailand)

SIG Holding USA Inc. (USA)

SIG Combibloc Inc. (USA)

Reynolds Group Holdings Inc. (USA)

Reynolds Group Issuer Inc. (USA)

Reynolds Group Issuer LLC (USA)

Closure Systems International (Brazil) Sistemas de Vedação Ltda (Brazil)

CSI Latin American Holdings Corporation (BVI)

Closure Systems International (Canada) Limited (Canada)

CSI Closure Systems Manufacturing de Centro America, S.R.L. (Costa Rica)

Closure Systems International (UK) Limited (England and Wales)

Reynolds Consumer Products (UK) Limited (England and Wales)

Reynolds Subco (UK) Limited (England and Wales)

Closure Systems International Holdings (Germany) GmbH (Germany)

Closure Systems International Deutschland GmbH (Germany)

Closure Systems International Holdings (Hungary) Kft. (Hungary)

CSI Hungary Gyártó és Kereskedelmi Kft. (Hungary)

Closure Systems International Holdings (Japan) KK (Japan)

Closure Systems International Japan, Limited (Japan)

Closure Systems International (Luxembourg) S.à r.l. (Luxembourg)

Reynolds Consumer Products (Luxembourg) S.à r.l. (Luxembourg)

Reynolds Group Issuer (Luxembourg) S.A. (Luxembourg)

Bienes Industriales del Norte S.A. de C.V. (Mexico)

CSI en Ensenada, S. de R.L. de C.V. (Mexico)

CSI en Saltillo, S. de R.L. de C.V. (Mexico)

CSI Tecniservicio, S. de R.L. de C.V. (Mexico)

Grupo CSI de Mexico, S. de R.L. de C.V. (Mexico)

Tecnicos de Tapas Innovativas S.A. de C.V. (Mexico)

Closure Systems International B.V. (The Netherlands)

Reynolds Consumer Products International B.V. (The Netherlands)

Closure Systems International Holdings Inc. (Delaware, USA)

Closure Systems International Inc. (Delaware, USA)

Reynolds Packaging Machinery Inc. (Delaware, USA)

Closure Systems Mexico Holdings LLC (Delaware, USA)

CSI Mexico LLC (Delaware, USA)

Southern Plastics, Inc. (Louisiana, USA)

CSI Sales & Technical Services Inc. (Delaware, USA)

Reynolds Consumer Products Holdings Inc. (Delaware, USA)

Bakers Choice Products, Inc. (Delaware, USA)

Reynolds Consumer Products Inc. (Delaware, USA)

Reynolds Foil Inc. (Delaware, USA)

Reynolds Services Inc. (Delaware, USA)

PART 4
LIST OF CURRENT SENIOR SECURED NOTE GUARANTORS

SIG Holdings (UK) Limited (England and Wales)

SIG Combibloc Limited (England and Wales)

SIG Euro Holding AG & Co. KGaA (Germany)

SIG Beverages Germany GmbH (Germany)

SIG Combibloc Holding GmbH (Germany)

SIG Vietnam Beteiligungs GmbH (Germany)

SIG Combibloc GmbH (Germany)

SIG Combibloc Systems GmbH (Germany)

SIG Combibloc Zerspanungstechnik GmbH (Germany)

SIG Information Technology GmbH (Germany)

SIG International Services GmbH (Germany)

SIG Asset Holdings Ltd. (Guernsey)

Beverage Packaging Holdings (Luxembourg) I S.A. (Luxembourg)

Beverage Packaging Holdings (Luxembourg) III S.à r.l. (Luxembourg)

SIG Finance (Luxembourg) S.à r.l. (Luxembourg)

Reynolds Group Holdings Limited (New Zealand)

SIG Combibloc Group AG (Switzerland)

SIG Finanz AG (Switzerland)

SIG Technology AG (Switzerland)

SIG allCap AG (Switzerland)

SIG Combibloc (Schweiz) AG (Switzerland)

SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)

SIG Combibloc Procurement AG (Switzerland)

SIG Reinag AG (Switzerland)

SIG Combibloc Ltd. (Thailand)

SIG Holding USA Inc. (USA)

SIG Combibloc Inc. (USA)

Reynolds Group Holdings Inc. (USA)

Reynolds Group Issuer Inc. (USA)

Reynolds Group Issuer LLC (USA)

Closure Systems International (Brazil) Sistemas de Vedação Ltda (Brazil)

CSI Latin American Holdings Corporation (BVI)

Closure Systems International (Canada) Limited (Canada)

CSI Closure Systems Manufacturing de Centro America, S.R.L. (Costa Rica)

Closure Systems International (UK) Limited (England and Wales)

Reynolds Consumer Products (UK) Limited (England and Wales)

Reynolds Subco (UK) Limited (England and Wales)

Closure Systems International Holdings (Germany) GmbH (Germany)

Closure Systems International Deutschland GmbH (Germany)

Closure Systems International Holdings (Hungary) Kft. (Hungary)

CSI Hungary Gyártó és Kereskedelmi Kft. (Hungary)

Closure Systems International Holdings (Japan) KK (Japan)

Closure Systems International Japan, Limited (Japan)

Closure Systems International (Luxembourg) S.à r.l. (Luxembourg)

Reynolds Consumer Products (Luxembourg) S.à r.l. (Luxembourg)

Reynolds Group Issuer (Luxembourg) S.A. (Luxembourg)

Bienes Industriales del Norte S.A. de C.V. (Mexico)

CSI en Ensenada, S. de R.L. de C.V. (Mexico)

CSI en Saltillo, S. de R.L. de C.V. (Mexico)

CSI Tecniservicio, S. de R.L. de C.V. (Mexico)

Grupo CSI de Mexico, S. de R.L. de C.V. (Mexico)

Tecnicos de Tapas Innovativas S.A. de C.V. (Mexico)

Closure Systems International B.V. (The Netherlands)

Reynolds Consumer Products International B.V. (The Netherlands)

Closure Systems International Holdings Inc. (Delaware, USA)

Closure Systems International Inc. (Delaware, USA)

Reynolds Packaging Machinery Inc. (Delaware, USA)

Closure Systems Mexico Holdings LLC (Delaware, USA)

CSI Mexico LLC (Delaware, USA)

Southern Plastics, Inc. (Louisiana, USA)

CSI Sales & Technical Services Inc. (Delaware, USA)

SCHEDULE 3
FORM OF NOTICE OF PLEDGE

[Letterhead of Pledgor]


Absender/From:		[Pledgor]

An/To:		[Account Bank]

Datum/Date:		[•]


Verpfändungsanzeige		Notice of Pledge

Betrifft: Konto Nr. [•]		Re: Account No. [•]

Sehr geehrte Damen und Herren,		Dear Sirs,

Hiermit zeigen wir Ihnen an, dass wir gemäß Ziffer 2.1des hier in Kopie beigefügten Kontenverpfändungsvertrags vom [•] (der “Kontenverpfändungsvertrag”) alle Rechte und Ansprüche bezüglich des o. g. Kontos und aller sonstigen bei Ihnen geführten Konten (die “Konten”) (inklusive aller Unterkonten, etwaiger Neueröffnungen, Verlängerungen, Umbenennung und Festgeldkonten) zu Gunsten von [Collateral Agent] (der “Sicherheitentreuhänder”) und anderen (zusammen die “Pfandgläubiger”) verpfändet haben.		We hereby give you notice that pursuant to Clause 2.1 of a account pledge agreement dated [•] (the “Account Pledge Agreement”), a copy of which is attached hereto, we have pledged in favour of [Collateral Agent] (the “Collateral Agent”) and others (together the “Pledgees”) all of our rights and claims in respect of the above account and all other accounts maintained with you from time to time (the “Accounts”) (including all sub-accounts thereof, renewals, replacements, redesignations and related fixed deposit accounts thereof).

Die Verpfändung umfasst insbesondere alle Ansprüche auf gegenwärtige und zukünftige Guthaben (einschließlich Spareinlagen, Termineinlagen, Festgeldeinlagen und Tagesgeldeinlagen) und positive Salden sowie alle darauf anfallenden Zinsen.		The pledges comprise in particular all claims to present and future cash deposits (including saving deposits, time deposits, fixed deposits and call money deposits) and credit balances and all claims to interest payable in relation thereto.

Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom Sicherheitentreuhänder erhalten, sind wir ermächtigt, über die Konten und insbesondere die Kontenguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über die Konten und die Kontenguthaben mehr zuzulassen.		Until notice to the contrary from the Collateral Agent to be served on you as account bank, we may continue to operate the Accounts and in particular may dispose over the amounts standing to the credit thereof. Upon receipt of such aforesaid notice to the contrary, you as account bank shall not allow any dispositions by us of the Accounts and of the amounts standing to the credit thereof.

Wir verzichten hiermit in bezug auf alle bei Ihnen geführten Konten zu Gunsten der Pfandgläubiger auf unser Recht auf		We herewith waive all rights of confidentiality (Bankgeheimnis) in relation to all accounts held with you for the benefit of


Vertraulichkeit (Bankgeheimnis) und beauftragen und ermächtigen Sie hiermit, nachdem Sie die o.g Nachricht vom Sicherheitentreuhänder erhalten haben, dem Sicherheitentreuhänder auf sein Verlangen jede gewünschte Information im Hinblick auf solche Konten zu geben.		the Pledgees. If you have received the above notice from the Collateral Agent we hereby instruct and authorise you to provide the Collateral Agent with any information requested by it in respect of such accounts.

Diese Verpfändungsanzeige unterliegt deutschem Recht.		This notice of pledge shall be construed in accordance with German law.

In Zweifelsfällen gilt die deutsche Fassung dieser Verpfändungsanzeige.		In cases of doubt the German version of this notice of pledge shall prevail.

Wir bitten Sie, die dieser Verpfändungsanzeige beigefügte Empfangsbestätigung als Zeichen Ihres Einverständnisses mit den hierin und in der Empfangsbestätigung genannten Bestimmungen unterzeichnet sowohl an uns als auch an den Sicherheitentreuhänder (für die Pfandgläubiger) zu senden. Die Adresse des Sicherheitentreuhänders ist die folgende:		Please sign the enclosed Acknowledgement of Notice of Pledge in order to acknowledge receipt of this notice and your agreement to the terms set out herein and in the enclosed Acknowledgement and return the same to us and to the Collateral Agent (for and on behalf of the Pledgees). The address of the Collateral Agent is the following:

[name and address of Collateral Agent].

Mit freundlichen Grüßen		Yours faithfully

[Pledgor]

(Geschäftsführer/Managing Director)

[Letterhead of Account Bank]


Absender/From:		[Account Bank]

An/ To:		[Collateral Agent]
		und/and
		[Pledgor]

Datum/ Date:		[•]


Bestätigung des Empfangs einer Verpfändungsanzeige		Acknowledgement of Notice of Pledge

Betrifft: Konto Nr. [•]		Re: Account No. [•]

Sehr geehrte Damen und Herren,		Dear Sirs,

Wir bestätigen hiermit den Erhalt der Verpfändungsanzeige vom [Datum] sowie der Kopie des Kontoverpfändungsvertrags vom [•] und unser Einverständnis mit den darin enthaltenen Bestimmungen.		We hereby acknowledge receipt of the notice of pledge dated [date] and of a copy of the account pledge agreement dated [•] and confirm our agreement with the terms set out therein.

Wir versichern, dass wir keine Verpfändungsanzeige bzgl. der verpfändeten Konten erhalten haben und uns mit Ausnahme unseres AGB-Pfandrechts keine Rechte Dritter an den verpfändeten Konten bekannt sind.		We confirm that we have neither received any previous notice of pledge relating to the pledged accounts nor are we aware of any third party rights in relation to the accounts except for the right of pledge arising pursuant to our general business conditions.

Wir verpflichten uns hiermit, sowohl im eigenen Namen als auch für unsere jeweiligen Rechtsnachfolger, die in der obengenannten Verpfändungsanzeige enthaltenen Bestimmungen und Anweisungen zu befolgen.		We hereby confirm on behalf of ourselves and our legal successors in title that we will act in accordance with the terms and instructions set out in the notice of pledge referred to above.

Wir verzichten hiermit unwiderruflich und bedingungslos auf jegliche Aufrechnungs- und Zurückbehaltungsrechte bzgl. der Konten, wobei es unser Verständnis ist, dass Saldierungen bei Kontokorrentkonten weiterhin vorgenommen und Kontoführungsgebühren und retournierte Schecks den Konten weiterhin ohne Einschränkung belastet werden dürfen.		We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off from the Accounts or invoke any rights of retention in relation to the Accounts; it being understood that the balancing of current accounts shall be permitted and that account-keeping fees and returned cheques may furthermore be debited without restriction.

Des Weiteren erklären wir hiermit, dass wir das aufgrund unserer Allgemeinen Geschäftsbedingungen an den Konten bestehende Pfandrecht aufgeben.		We hereby release the pledge granted in our favour in respect of the Accounts pursuant to our General Business Conditions.

SCHEDULE 4
FORM OF NOTIFICATION OF FUTURE ACCOUNTS


From:		[Pledgor]

To:		[Collateral Agent], on its own behalf and for and on behalf of the Pledgees (as defined in the Account Pledge Agreement, as defined below)

Date:		[Date of Notification]

Re:		Account pledge agreement dated [date of this Agreement] between us as pledgor and you and others as pledgees (the “Account Pledge Agreement”)

Dear Sirs,

In accordance with Clause 7.3 of the Account Pledge Agreement, we hereby give you notice that we [will open/have opened] the following bank account (the “New Account”):

Capitalised terms not otherwise defined herein shall have the meaning ascribed thereto in the Account Pledge Agreement.

We hereby confirm that all our present and future rights and claims (whether conditional or unconditional) arising against the Account Bank from or in relation to the New Account (as specified in Clause 2.1 of the Account Pledge Agreement) are pledged to each of the Pledgees pursuant to the Account Pledge Agreement as security for the Obligations. We expressly acknowledge that all obligations imposed on us in the Account Pledge Agreement in respect of the Accounts also apply for the New Account.

[In accordance with Clause 7.3 of the Account Pledge Agreement, we enclose a copy of the notice of pledge we have given to the Account Bank in respect of the New Account as well as an original copy of the acknowledgement countersigned by the Account Bank.]


SIG Asset Holdings Limited as Pledgor
By:	/s/ Cindy Lefari
	Name:	CINDY LEFARI
	Title:	AUTHORISED SIGNATORY


By:	/s/ Elaine Lockhart
	Name:	ELAINE LOCKHART
	Title:	RELATIONSHIP MANAGER


(Sub-) Account	Bank Sort Code	Name and address of	Type of
No.	(*Bankleitzahl*)	Account Bank	account	Currency
[____________]	BLZ 69270038	Deutsche Bank AG	Giro	EUR
	IBAN	August-Ruf-Strasse 8
	DE04692700380088072400	D-78224 Singen, Germany
	SWIFT DEUTDE6F692

[_____________]	BLZ 69270038	Deutsche Bank AG	Giro	GBP
	IBAN	August-Ruf-Strasse 8
	DE04692700380088072400	D-78224 Singen, Germany
	SWIFT DEUTDE6F692


Dieses Schreiben unterliegt deutschem Recht.		This letter shall be construed in accordance with German law.

In Zweifelsfällen gilt die deutsche Fassung dieses Schreibens.		In cases of doubt the German version of this letter shall prevail.

Mit freundlichen Grüßen		Yours faithfully


[Pledgor]
By:
	Name:
	Title:	Managing Director (Geschäftsführer)