Exhibit 10.11

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Annex 1

Transfer of French Receivables

FRENCH PROVISIONS

Reference is made to a factoring agreement to be dated 16 December 2010 and entered into between Alcan Singen GmbH and GE CAPITAL (the “Factoring Agreement”).

Capitalised terms defined in the Factoring Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.

The following clauses of the Factoring Agreement shall be amended/replaced and shall read as follows:

“2.2.1 For the purpose of effecting the transfer of the French Receivables pursuant to the Factoring Agreement, GE CAPITAL and the ORIGINATOR shall follow the steps and procedure described below.

2.2.2 Transfer mode

On each Transfer Date, the transfer of French Receivables from the ORIGINATOR to GE CAPITAL shall be performed by way of a transfer document (acte de cession de créances professionnelles) complying with articles L. 313-23 et seq. and articles R. 313-15 et seq. of the French Monetary and Financial Code (Code Monétaire et Financier) and in the form set out in Schedule 1 (a French Transfer Document).

2.2.3 Procedure

The ORIGINATOR shall offer to sell French Receivables on each Transfer Date by sending the original of a duly signed French Transfer Document in the form set out in Schedule [1]. The Computer File is attached to each French Transfer Document. The Computer File attached to this French Transfer Document shall allow the identification and individualization of the said French Receivables.

By no later than [6] p.m. on the Transfer Date, GE CAPITAL shall sign and insert the date on the French Transfer Document. The signed and dated French Transfer Document shall constitute the acceptance of GE CAPITAL to purchase the French Receivables offered pursuant to the offer to sell.

2.2.4 Legal consequences

The French Receivables together with any ancillary right attached thereto, shall be transferred to GE CAPITAL and such transfer shall be, as matter of French law:

without any other formality, and irrespective of the law governing the French Receivables and the law of the jurisdiction where the corresponding French Debtors are resident, in accordance with articles L. 313-23 et seq. and articles R. 313-15 et seq. of the French Monetary and Financial Code (Code Monétaire et Financier) as of the date affixed on the relevant French Transfer Document, on which the relevant French Transfer Document is signed by GE CAPITAL provided however that:

(i) the corresponding Debtors and provided may validly discharge their respective debts under the corresponding Receivables by making payment to the relevant ORIGINATOR until a notice of transfer in the form of Schedule [2] is served to them; and

(ii) the corresponding Debtors may assert all defences (including set-off) arising prior to a notice of transfer referred to in sub-clause (i) above is served on them.

2.2.5 Governing law

This Clause 2.2 shall be governed by French law.”

“3.2 On each Transfer Date, GE CAPITAL shall accept to purchase all the French Receivables set out in an ORIGINATOR’s offer to sell, it being provided that the ORIGINATOR shall have identified in each offer to sell those of the Receivables which fulfill the following criteria (the French Eligible Receivables) and those which does not fulfill those criteria (the French Non Eligible Receivables):

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“4.2 On each Transfer Date, the purchase price for the French Receivables purchased on that date shall be equal to the aggregate Nominal Amount of the French Eligible Receivables purchased on that date, reduced by deductions relating to the relevant French Eligible Receivable (such as discounts) that were granted to the relevant French Debtor by the ORIGINATOR, and deducting the Factoring Commission and Interest.

If a French Non Eligible Receivable becomes a French Eligible Receivable after its Transfer Date because of a modification of the applicable Debtor Limit or otherwise, GE CAPITAL shall then pay to the ORIGINATOR an additional purchase price equal to the aggregate Nominal Amount of such French Receivable that have become eligible after the Transfer Date, reduced by deductions relating to the relevant French Receivables (such as discounts) that were granted to the relevant French Debtor by the ORIGINATOR, and deducting the Factoring Commission and Interest.

In the Bad Debt Case, the purchase price is reduced by the VAT amount included in the Receivable which the ORIGINATOR must claim from the tax authorities (see clause 6.4), at the time the legal prerequisites allowing a recovery of such VAT amounts are fulfilled. GE CAPITAL undertakes to provide the ORIGINATOR with all information and documents necessary for claiming such VAT amounts from tax authorities.

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The purchase price regarding the French Receivables purchased on any given Transfer Date (excluding the Purchase Price Reserve and subject to the settlement of Interest) shall fall due when such French Receivables are purchased. Interest will be charged monthly in arrears.

Any payments in respect of the purchase price and any charges are made by book entry by GE CAPITAL on the Settlement Account.”

“19.5 The ORIGINATOR, after having offered to sell the French Receivables to GE CAPITAL, undertakes not to cancel or vary any of the following with respect to such French Receivable;

without GE CAPITAL’s written consent;

19.6 The ORIGINATOR undertakes to make sure that every contract pursuant to which a French Receivable arises shall only be entered into in the ordinary course of its trading activities as disclosed to GE CAPITAL;”

“2.5 The ORIGINATOR represents and warrants that the receivables identified in the Offer Letter as being French Eligible Receivables, comply with the eligibility criteria set out in Clause 3.2 of the Factoring Agreement.”

“4.1 The purchase price for each purchased French Receivable shall be deemed to be inclusive of any value added tax (VAT) (if any) and GE CAPITAL shall not be required to increase the purchase price for such VAT.”

“6.3 Bad Debt Case means, for the French Receivables, that the relevant Debtor:

(a) fails to pay a Receivable within 120 days after its due date without disputing its obligation to pay prior to or after the expiry of such period; or

(b) is in situation of état de cessation des paiements or is subject to bankruptcy proceedings (sauvegarde, redressement or liquidation judiciaire) or amicable reorganisation (conciliation or mandat ad hoc) or is in a situation or is subject to a procedure similar to those referred to above.”

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“6.6 GE CAPITAL hereby grants power of attorney and appoints the ORIGINATOR to act as its agent, in its name and behalf, pursuant to the terms of a mandate (mandat) which the ORIGINATOR hereby accepts to collect and recover from the relevant tax administration, VAT which has already been paid or accounted for in respect of assigned French Receivables which have become uncollectible.”

“6.7 The ORIGINATOR shall take such steps and do all things as may be necessary or appropriate for the recovery and/or reimbursement from the relevant tax administration of the amount of VAT which has already been paid or accounted for in respect of assigned French Receivables which have become uncollectible and are eligible for such recovery and/or reimbursement from the relevant tax administration.

Furthermore, the ORIGINATOR, acting as servicer of the assigned French Receivables shall transfer to GE CAPITAL the amount of VAT bad debt relief corresponding to the said assigned French Receivables that shall be recovered from, or refunded by, the relevant tax administration.”

“any and all claims for delivery of such assets, in particular in the event of an unwinding of the contract, as well as the right to rescind the contract including, for the French Receivables, any retention of title right over the goods delivered by the ORIGINATOR under such contract”

“13.2.1 In the Disclosed Procedure for the French Receivables, GE CAPITAL (i) will notify the French Debtors of each Transfer Date by delivering a notice of transfer in the form of Schedule 2 and, (ii) may request any or all French Debtors to accept the assignment of French Receivables owing by them in accordance with article L.313-29 of the French Monetary and Financial Code.

In addition, the ORIGINATOR will indicate on its invoices a clearly visible note of assignment.”

“(h) Notwithstanding paragraph (c) above, the transfer of the French Receivables made in accordance with Clause 2 shall be governed by French law and the competent court of Paris have exclusive jurisdiction to settle any dispute in relation with such assignment.”

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“All amounts expressed to be payable by the ORIGINATOR (including without limitation the Factoring Commission) shall be deemed to be exclusive of VAT (if any). If VAT is chargeable on such amounts, the amounts payable by the ORIGINATOR shall be increased by the amount of such VAT.”

Computer File: electronic file containing all the relevant information (including all the information set out in Clause 3.1) for the purpose of identifying and individualizing (including, inter alia, the name and details of the French Debtor, the invoice number, the invoice issue date and the due date) the French Receivables which are owned by the Originator as at the relevant Transfer Date.

Debtors: All present and future counterparties of the ORIGINATOR to contracts (including the French Debtors) pursuant to which the ORIGINATOR owes the delivery of goods and/or the rendering of services for which the relevant counterparty owes payment, provided that the Debtors included in the factoring agreement are set out in schedule 1 (Terms and Conditions).

French Debtor: any Debtor of a French Receivable.

French Receivable: any Receivable which is governed by French law and owed by a French Debtor, together with the related rights listed in clause 11.1 of this agreement .

Transfer Date: the date on which the ORIGINATOR sends an Offer Letter to GE CAPITAL, in accordance with clause 2.3 of this agreement.

Receivables: all existing and future payment receivables arising under agreements for the delivery of goods and/or the rendering of services by the ORIGINATOR vis-à-vis its Debtors (including the French Receivables).

Any and all other provisions of the Factoring Agreement shall apply and shall remain unaffected hereby.

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Translation for information purposes only

FRENCH TRANSFER DOCUMENT

governed by the provisions of Articles L. 313-23 to L. 313-34 of the French Code monétaire et financier

[Name of the Seller] [type of company], having its registered office at [—], registered with the [—], under the number [—], represented by [—], duly authorised for the purpose hereof (the Seller).

GE CAPITAL BANK AG [type of company], having its registered office at [—], registered with the [—], under the number [—], , represented by [—], duly authorised for the purpose hereof (the Purchaser).

The date of delivery of the Transfer Document to the Purchaser:                      [Date to be affixed by the Purchaser].

The Seller transfers to the Purchaser the receivables (Receivables) referred to in paragraph 5 without warranty or recourse other than those provided for the existence of the Receivables and the security and ancillary rights attached thereto in accordance with the provisions of the Factoring Agreement (the Agreement) dated [—], in accordance with the terms and conditions described in such Agreement. The transfer of the Receivables occurs on the date of this transfer document.

The transferred receivables (the Receivables) correspond to [number of Receivables] (including their ancillary rights) being defined as French Receivables, having an outstanding amount of [to be inserted] and that constitute all the Receivables named [to be inserted] in the computer file delivered with this transfer document.

PURCHASE PRICE

[The total purchase price of the Receivables provided for in Article 5 is [amount] and is payable in accordance with Clause 4 (Purchase Price, Due Date, Reserves, Factoring Commission, Interest) of the Agreement.

Capitalised terms and expressions used herein in English shall, unless the context requires otherwise, have the meaning ascribed to them in the Agreement.

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Translation for information purposes only

FORM OF LETTER OF NOTIFICATION

NOTIFICATION TO THE FRENCH DEBTOR OF THE TRANSFER OF RECEIVABLES IN ACCORDANCE TO ARTICLE 313623 TO 313-34 OF THE FRENCH MONETARY AND FINANCIAL CODE

[place], [date]

Registered letter with recorded delivery

Dear Sirs,

Notification to the French Debtor of the transfer of French Receivables in accordance to Article 313-23 to 313-34 of the French Monetary and Financial Code

We refer to a Factoring Agreement dated [—] 2010 entered into between [—] as Seller and GE CAPITAL BANK as Purchaser (the Agreement) and to the French Transfer Document dated [—], under which transfer of receivables has been made to our benefit.

In accordance with article L.313-23 to L.313-34 of the French Monetary and Financial Code, [—] has transferred to us the following receivables in respect of which you are the debtor:

In accordance with the provisions of article L.313-28 of the French Monetary and Financial Code, we hereby instruct you to stop making payment of any sum due under the receivables to [—]. As from the date of receipt of this notice, we also instruct you to make payment of such sum due by your company under the receivables by direct debit bank transfer to the credit of the following bank account:

Name of the beneficiary:

Account Bank:

Swift:

Account number:

IBAN:

Moreover, pursuant to Article R. 313-16 of the French Monetary and Financial Code, we hereby request you that all present and future invoice(s) not in our possession relating to the Receivables include the following compulsory mention: “The receivable arising out of the present invoice has been assigned to GE Factofrance SNC pursuant to Articles L. 313-23 à L. 313-34 of the French Monetary and Financial Code. Payment must be made by wire transfer to the following account No. [Insert IBAN references] with [Insert name of bank account].

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ANNEX 2

FORM OF OFFER LETTER

B. English

Change in inventory Intercredit-process

On the basis of the concluded Factoring Agreement between us, please find enclosed the following listed documents. We would like to offer you the sale and assignment of the account receivables which are specified by the enclosed invoices and files. The goods which we have invoiced have been delivered. Goods on consignment have not been billed. The enclosed receipts regarding credit balances state the respective reason.

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ANNEX 3

TRADE CREDIT INSURANCE AGREEMENT

Supplement Agreement

to a Factoring Agreement

between

GE Capital Bank AG,

Heinrich-von-Brentano-Straße 2,

55130 Mainz, Germany

hereinafter referred to as “GE Capital”

and

[—] , [—],

hereinafter referred to as “Originator”

The Originator has entered into a trade credit insurance agreement [insurance policy no.[—]] with [—] [insurance company]. As a part of this agreement certain credit limits are assigned to the Originator’s customers from time to time.

GE Capital will use these limits as a basis for the allocation of the Debtor Limits pursuant to section 7 of the Factoring Agreement. GE Capital, however, reserves the right to modify the Debtor Limits higher or lower than set by the credit insurer’s granted limits within the boundaries of the Factoring Agreement. Within the limit set out by GE Capital, GE Capital assumes the Bad Debt Coverage (Delkrederehaftung) pursuant to section 6 of the Factoring Agreement.

GE Capital must be informed without undue delay (unverzüglich) about any granting, changes and cancellations of limits of which the Originator is aware of by way of electronic transfer (i.e. the Originator shall provide GE Capital per email with scanned copies of the granted/changed/cancelled limits, as applicable).

The Originator undertakes to pay the remuneration (fees, costs, etc.) when due to the credit insurer in accordance with the insurance policy.

The Originator hereby undertakes to assign the payment claims against the credit insurer in accordance with the separate assignment agreement and to request the credit insurer to approve the terms of such assignment. Furthermore, the Originator shall request the credit insurer to accept that GE Capital shall conduct the collection procedure upon revocation of the Undisclosed Procedure. The relevant declarations are to be provided to GE Capital as soon as they have been received from the relevant credit insurance provider.

Mainz, Germany, [—]            [—], [—]

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ANNEX 4

ASSIGNMENT AGREEMENT ON TRADE CREDIT INSURANCE

We, the company

[—],

hereby assign the existing and future claims against

[—]

arising under the Trade Credit Insurance in relation to sold and/or assigned receivables to

[Insurance Policy No. [—]]

to

GE Capital Bank AG

Heinrich-von-Brentano-Straße 2

55130 Mainz

Simultaneously, the Trade Credit Insurer is authorized to pass decisions of limits directly to GE Capital Bank AG. GE Capital Bank AG and the Trade Credit Insurer are authorized to mutually exchange any necessary information.

Hereby we accept the assignment:.

Mainz, [date [—]]

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CE Capital Bank AG

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NOTIFICATION OF ASSIGNMENT TO TRADE CREDIT INSURER

[Drafting note: Depending on with which insurance companies the ORIGINATOR has entered into credit insurance agreements, the relevant following drafts shall be used:]

a) Euler Hermes:

Dear Madam or Sir,

The aforementioned company has assigned their existing and future claims in relation to sold and assigned receivables arising under or in connection with the Trade Credit Insurance against Euler Hermes Kreditversicherungs-AG pursuant to insurance policy no. [—]

to us,

GE Capital Bank AG

Heinrich-von-Brentano-Straße 2

55130 Mainz, Germany

(see enclosure).

Kindly confirm your approval to us in writing as to the aforementioned assignment agreement. In case you approve, kindly have all payments resulting from the claims paid to the bank account

Account No: 300 111

BIN: 550 305 00

SWIFT: HRBKDE 51

IBAN: DE    5503 0500 0300 11.

Furthermore, kindly include the clause “insurance coverage for sold claims” (“Versicherungsschutz für verkaufte Forderungen”) and thus GE Capital Bank AG as additionally insured company to the contract. As to the collection of receivables, kindly authorize GE Capital Bank AG, Mainz, Germany, to conduct the collection procedure in addition to Euler Hermes Forderungsmanagement GmbH.

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We appreciate your effort.

Kind regards

GE Capital Bank AG

Enclosures

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[date [—]]

Assignment Agreement by [company [—]]

[insurance policy no. [—]]

Dear Madam or Sir,

The aforementioned company has assigned their existing and future claims in relation to sold and/or assigned receivables arising under or in connection with the Trade Credit Insurance against Coface Kreditversicherung AG pursuant to insurance policy no. [—]

to us,

GE Capital Bank AG

Heinrich-von-Brentano-Straße 2

55130 Mainz, Germany

(see enclosure).

Kindly confirm your approval to us in writing as to the aforementioned assignment agreement. In case you approve, kindly have all payments resulting from the claims paid to the bank account

Account No: 300 111

BIN: 550 305 00

SWIFT: HRBKDE 51

IBAN: DE    5503 0500 0300 11

In connection with the assignment of the claims to payment under the above-mentioned insurance policy, we are happy to confirm to you that proceeds from any security granted and other amounts paid by the insured company that were transferred to us under the Factoring Agreement, will still be deducted in the damage calculation of the credit insurer under the terms of the Trade Credit Insurance Agreement (together with standard conditions of insurance and supplementary provisions). This also applies to the indemnifications of

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the above mentioned security or any other payments provided. The credit insurer is entitled to the proceeds of collateral and other payments after the indemnification of the credit insurer up to the amount of indemnification, whereupon a new damage settlement takes place under proportional allocation (Indemnity / Deductible).

We will inform the credit insurer immediately about the respective proceeds and other payments.

At the same time we will transfer the receivables underlying the indemnification including the reservation of property rights, which adhere to these receivables.

Furthermore we ask you to file GE Capital Bank AG, Heinrich-von Brentano-Straße 2, 55130 Mainz as a further collection agency (Inkassostelle).

We appreciate your effort.

Kind regards

GE Capital Bank AG

Enclosure

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CE Capital Bank AG

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ANNEX 5

ACCOUNT PLEDGE AGREEMENT

Account Pledge and Trust Agreement

the “Agreement”

between

GE Capital Bank AG

Heinrich-von-Brentano-Straße 2, 55130 Mainz, Germany

-hereinafter referred to as “GE CAPITAL”-

as Trustor and Pledgee

and

[—], [—]

-hereinafter referred to as “ORIGINATOR”

as Trustee and Pledgor

1. Pledged Account, Obligation to Transfer

1.1 GE CAPITAL and the ORIGINATOR have entered into a Factoring Agreement under which GE CAPITAL acquires accounts receivables from the ORIGINATOR owed by its debtors, thus GE CAPITAL is entitled to debtors’ payments.

1.2 The ORIGINATOR and GE CAPITAL hereby agree that the ORIGINATOR’s following bank account shall be the Pledged Account as defined in the Factoring Agreement:

Account-No.: [—]    Account Bank: Deutsche Bank AG    BLZ/IBAN: [—]

1.3 The ORIGINATOR is obliged vis-à-vis GE CAPITAL to forward to GE CAPITAL without undue delay all incoming payments to the Pledged Account as well as all payments otherwise received from debtors.

2. Pledge

2.1 To secure any and all of GE CAPITAL’s present and future claims against the ORIGINATOR pursuant to section 1.3 and arising out of the Factoring Agreement, in particular from clause 5 of the Factoring Agreement, and its performance, and to secure any and all other present and future claims of GE CAPITAL against the

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ORIGINATOR arising from the business relationship, the ORIGINATOR hereby pledges any and all of its rights to payment of any and all future credits (surplus) relating to the Pledged Account, which the ORIGINATOR is entitled to, regarding balances from current accounts (Kontokorrent) of the Pledged Account as well as the rights to the daily balance resulting from the current account agreement related to current payouts between balancing of accounts, including the right to transfer any credits standing to the account of the Pledged Account and the right to credit the received amounts (altogether “Claims on Credit and from Credit”) to GE CAPITAL. GE CAPITAL hereby accepts such pledge.

3. Collection Authority (Einziehungsermächtigung)

3.1 The ORIGINATOR is solely entitled to claim performance in favor to GE CAPITAL.

3.2 GE CAPITAL is solely entitled to collect all Claims on Credit and from Credit – especially even those prior to the maturity of the pledge (Pfandreife).

3.3 GE CAPITAL undertakes vis-à-vis the ORIGINATOR to pay out to the ORIGINATOR any amount paid into the Pledged Accounts which have been made towards any receivables which have verifiably not been assigned or transferred to GE CAPITAL under or in connection with the Factoring Agreement.

4. Trust Arrangement and waiver from the confidentiality obligation

4.1 The ORIGINATOR and GE CAPITAL agree that the Pledged Account is held by the ORIGINATOR as a Trustee on its own behalf but only for the sole purpose of providing security for GE CAPITAL (the “Trust Arrangement”). The funds and assets paid to the Pledged Account shall be transferred to GE CAPITAL only. The ORIGINATOR is obliged to refrain from disposing of any amounts standing to the credit of the Pledged Account and not to otherwise charge the Pledged Account. If any of the ORIGINATOR’s debtors pay to any account other than the Pledged Account, the ORIGINATOR agrees to forward these payments to GE CAPITAL or to a Pledged Account without undue delay.

4.2 The ORIGINATOR hereby releases the account bank vis-à-vis GE CAPITAL from any confidentiality obligations with respect to the Pledged Account.

5. Notification, Receipt and Subordination / Waiver

5.1 The ORIGINATOR agrees vis-à-vis GE CAPITAL to notify the account bank of the pledge, the Collection Authority (Einziehungsermächtigung), the Trust Arrangement and the waiver from the confidentiality obligations (Notification).

5.2 Furthermore the ORIGINATOR undertakes to provide GE CAPITAL with the account bank’s acknowledgement whereupon the account bank:

(a) confirms the receipt of the Notification; and explains that

(b) has not been provided with any other notifications of pledges and that the account bank has no knowledge of other third party rights with respect to the Pledged Account;

(c) subordinates any of its statutory pledges to pledges created pursuant to this Agreement – except for the following claims as set out under section 5.3 below – and unconditionally and irrevocably waives any retention and set-off rights that it may have with respect to the ORIGINATOR’s receivables due from the Pledged Account as well as to other pledged account deductions (the “Subordination / Waiver”);

(d) issues bank statements to both the ORIGINATOR and GE CAPITAL in accordance with the ORIGINATOR’s order to issue bank statements and related data / documents in paper or digital form;

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(e) acknowledges that the ORIGINATOR is only entitled to request payments for Claims on Credit and from Credit to GE CAPITAL and that only GE CAPITAL is entitled to collect the Claims on Credit and from Credit – also prior to the maturity of the pledge.

5.3 The Subordination / Waiver shall not apply with respect to claims arising from and relating to:

(a) cancellation and correction entries;

(b) reversals of reserved bookings (e.g. check or direct debit) and unintentional payments;

(c) fees and other account charges or fees in the context of normal business;

provided, however, that such claims as set out in these sections 5.3 a – c above arise in connection with the Pledged Account and do not derive from a different relationship between the ORIGINATOR and the account bank.

5.4 GE CAPITAL hereby declares vis-à-vis the account bank (§328 / German Civil Code) that the Trust Arrangement between GE CAPITAL and the ORIGINATOR does not affect the account bank’s subordinated pledge and that GE CAPITAL is jointly and severally liable in addition to the ORIGINATOR for all claims, arising from the issues mentioned in 5.3.

6 ORIGINATOR’s guarantee

6.1 The ORIGINATOR represents and warrants that there are no rights of third parties related to the pledged claims and rights, except for the pledges pursuant to the account bank’s standard terms and conditions (AGB-Pfandrechte).

6.2 It’s the ORIGINATOR’s duty to promptly notify GE CAPITAL in case of third parties claiming such rights.

7. Authorization

7.1 The ORIGINATOR authorizes GE CAPITAL to notify the account bank of the pledge and to receive any declarations from the account bank. GE CAPITAL and the ORIGINATOR agree to inform each other about any declarations received from the account bank without undue delay.

7.2 The ORIGINATOR’s obligation as set out in section 5 above remains unaffected by this precautionary issued Authorization.

8. Other Regulations

8.1 This Agreement and a security interest of GE CAPITAL, constituted after or due to this Agreement shall be valid and will not be released until all secured debt has been paid in full under the appropriate conditions.

8.2 If any provisions of this agreement are or become unlawful, invalid or infeasible, the lawfulness / validity or feasibility of the remaining provisions will not be affected thereby.

8.3 This Agreement shall be governed by German law.

8.4 This Agreement shall be executed in the German and the English language; both versions, the German as well as the English language versions shall be binding versions. The German version shall prevail in case of any discrepancy between the German and the English version.

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Pledge of Accounts between [—], [—], [—] and GE Capital Bank AG, Heinrich-von-Brentano-Straße 2, 55130 Mainz, Germany

Account-No: [—], BLZ/IBAN: [—] – hereinafter referred to as “Pledged Account”

Dear [—],

We hereby notify you of the fact that by agreement dated [—] we pledged any and all present and future claims to payment of any and all present and future credits (surplus), which we are entitled to, regarding balances from current accounts (Kontokorrent), as well as the rights to the daily balance resulting from the current account agreement related to current payouts between balancing of accounts, including the right to transfer any credits standing to the account and the right to credit the received amounts (altogether “Claims on Credit and from Credit”) to GE Capital Bank AG, Heinrich-von-Brentano-Straße 2, 55130 Mainz, Germany.

Notwithstanding of the statutory scheme, GE Capital Bank AG is exclusively entitled to collect all Claims in Credit and from Credit – especially prior to the maturity of the pledge (Pfandreife). We are only entitled to demand performance to GE Capital Bank AG.

Furthermore we release you vis-à-vis GE Capital Bank AG from any confidentiality obligation, especially from the banking secrecy, with respect to the Pledged Account. We hereby instruct you to send to GE Capital Bank AG duplicates of bank statements or copies of the bank statements and, on request, the corresponding data / supporting documents in paper or digital form. We also agree that GE Capital Bank AG receives an electronic authorization information (elektronische Auskunftsberechtigung) related to the Pledged Account.

Kindly confirm to GE Capital Bank AG that you have not received any other notification of a pledge relating to the Pledged Account and that you do not have any knowledge of any third parties rights relating to the Pledged Account.

Furthermore, kindly subordinate your pledges to the pledge granted to GE Capital Bank AG and waive any retention and set-off rights that you may have with respect to the Pledged Account as well as any other deductions from the Pledged Account (the “Subordination / Waiver”)

The Subordination / Waiver does not apply to claims arising from or in connection with cancellation and correction bookings, reversals of reserved bookings (e.g. check or direct debit) and unintentional payment as well as fees and other account charges or fees in the ordinary course of business, provided that the relevant facts exclusively concerns the Pledged Account and are not due to any other relation between you and us.

We keep the Pledged Account as a trustee for GE Capital Bank AG. The trust arrangement between GE Capital Bank AG and us does not affect your subordinated pledge to be remained unaffected. The payments received to the Pledged Account only serve the purpose to be transferred to GE Capital Bank AG.

The pledge of the account shall terminate as soon as GE Capital Bank AG will have notified you of a respective release.

Furthermore we inform you that GE Capital Bank AG has assumed the joint and several liability (§328 / German Civil Code) for your rights against us arising from or in connection with the cancellation and correction bookings, reversals of reserved bookings and unintentional payments as well as fees and other account charges or fees in the ordinary course of business, provided that the relevant facts concern exclusively the Pledged Account and is not due to any other relation between you and us.

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We ask you to acknowledge the receipt of this notice and that you agree with the above regulations by sending the confirmation legally valid signed by you to GE Capital Bank AG.

Kind regards,

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To

GE Capital Bank AG

Heinrich-von-Brentano-Straße 2

55130 Mainz, Germany

Notification of account pledge re Account-No. [—], BLZ/IBAN [—], Account Holder: [—], [—], [—]

Dear Madam or Sir,

We refer to the notice dated [—] of [name[—]] and confirm the receipt of the notification of the pledge.

We hereby acknowledge,

The Subordination / Waiver shall not apply with respect to claims arising from and relating to cancellation and correction entries, reversals of reserved bookings (e.g. check or direct debit) and unintentional payments, fees and other account charges or fees in the context of normal business, provided that such claims arise in connection with the pledged account and do not derive from a different relationship between us and the pledgor.

We have taken notice of the fact that GE Capital Bank AG has taken over the joint and several liability (§ 328 / German Civil Code) for our claims against the ORIGINATOR arising from and relating to cancellation and correction entries, reversals of reserved bookings and unintentional payments, fees and other account charges or fees in the context of normal business, provided that, however, that such claims arise in connection with the pledged account and do not derive from a different relationship between us and the ORIGINATOR.

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Kind regards

Deutsche Bank AG

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