Exhibit
10.22


 


Mortgage of Shares


 


in


 


Seagate Technology


 


 


1 March 2010


 


 


Seagate Technology plc


 


 


(as Mortgagor)


 


 


and


 


 


JPMorgan Chase Bank, N.A.


 


 


(as Mortgagee)


 

















 


TABLE OF CONTENTS


 


	
  CLAUSE

  	
   

  	
  PAGE

  
	
   

  	
   

  
	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  REPRESENTATION
  AND WARRANTIES

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.

  	
  COVENANT
  TO PAY

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.

  	
  SECURITY

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.

  	
  RIGHTS
  IN RESPECT OF MORTGAGED PROPERTY

  	
  7

  
	
   

  	
   

  	
   

  
	
  6.

  	
  PRESERVATION
  OF SECURITY

  	
  7

  
	
   

  	
   

  	
   

  
	
  7.

  	
  ENFORCEMENT
  OF SECURITY

  	
  10

  
	
   

  	
   

  	
   

  
	
  8.

  	
  APPOINTMENT
  OF A RECEIVER

  	
  12

  
	
   

  	
   

  	
   

  
	
  9.

  	
  POWERS
  OF A RECEIVER

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  FURTHER
  ASSURANCES

  	
  13

  
	
   

  	
   

  	
   

  
	
  11.

  	
  INDEMNITIES

  	
  13

  
	
   

  	
   

  	
   

  
	
  12.

  	
  POWER
  OF ATTORNEY

  	
  14

  
	
   

  	
   

  	
   

  
	
  13.

  	
  EXPENSES

  	
  15

  
	
   

  	
   

  	
   

  
	
  14.

  	
  RELEASE

  	
  16

  
	
   

  	
   

  	
   

  
	
  15.

  	
  NOTICES

  	
  16

  
	
   

  	
   

  	
   

  
	
  16.

  	
  ASSIGNMENTS

  	
  16

  
	
   

  	
   

  	
   

  
	
  17.

  	
  ADMINISTRATIVE
  AGENT

  	
  16

  
	
   

  	
   

  	
   

  
	
  18.

  	
  SET-OFF

  	
  17

  
	
   

  	
   

  	
   

  
	
  19.

  	
  SUBSEQUENT
  SECURITY INTERESTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  20.

  	
  MISCELLANEOUS

  	
  17

  
	
   

  	
   

  	
   

  
	
  21.

  	
  LAW
  AND JURISDICTION

  	
  17

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  21

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
  23

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3

  	
  25

  
				



 


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THIS EQUITABLE SHARE MORTGAGE is made on 1 March 2010


 


BETWEEN


 


(1)                                  SEAGATE TECHNOLOGY PLC, a company
incorporated and existing under the laws of Ireland with its registered office
at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland (the “Mortgagor”); and


 


(2)                                  JPMORGAN CHASE BANK, N.A., a company
established under the laws of the United States of America as Administrative
Agent and trustee for and on behalf of the Secured Parties (the “Administrative Agent” or “Mortgagee”).


 


WHEREAS


 


(A)                              Pursuant to
the Credit Agreement, it was agreed that the Mortgagor, as guarantor of the
obligations of the Borrower, would provide security over shares in certain of
its subsidiaries to the Administrative Agent.


 


(B)                                Pursuant
to the Schemes of Arrangement (as defined below) becoming effective the
Mortgagor will hold legal and beneficial title to the entire issued capital of
the Company.


 


(C)                                It
is an affirmative requirement under the Credit Agreement that the Mortgagor
enter into this Mortgage and grant security over the Mortgaged Shares in favour
of the Administrative Agent for the benefit of the Secured Parties in respect
of the Secured Obligations.


 


NOW THIS MORTGAGE WITNESSETH


 


1.                                      DEFINITIONS AND INTERPRETATION


 


1.1                                 In
this Mortgage, unless the context otherwise requires, words and expressions
which are capitalised but not defined herein (including in the recitals hereto)
shall have the same meanings as are given to them in the Credit Agreement.  In addition, the following definitions shall
apply:


 


“Borrower” means
Seagate Technology HDD Holdings;


 


“Companies Law”
means the Companies Law (as amended) of the Cayman Islands;


 


“Company” means
Seagate Technology, an exempted company with limited liability incorporated
under the laws of the Cayman Islands with a company number  CR-103072 and having its registered office at
P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman
Islands;


 


“Credit Agreement”
means the Second Amended and Restated Credit Agreement dated as of 3 April 2009
made among Seagate Technology, the Borrower, the lenders party thereto,  the Administrative Agent and the other agents party thereto
as varied from time to time;


 


“Event of Default”
means the occurrence of an Event of Default as defined in the Credit Agreement
and/or the failure by the Mortgagor to observe or perform any covenant or
agreement contained in this Mortgage or any default in the payment of any of
the Secured Obligations;


 


“gross negligence”
shall be interpreted according to the laws of the State of New York, United
States of America;


 


“Guarantee Agreement”
means the U.S. Guarantee Agreement dated as of 29 April 2009 among Seagate
Technology, the Borrower, the Administrative Agent and each of the Subsidiaries
listed in Schedule 1 thereto and supplemented by the Mortgagor and Seagate HDD
Cayman on


 


1

















 


or about the date hereof, pursuant to which, inter alia, the Mortgagor guarantees the Secured Obligations
as varied from time to time;


 


“Guarantor”
means each of the Mortgagor, Seagate Technology, the Borrower, Seagate HDD
Cayman, Seagate Technology International and each of the other subsidiaries of
Seagate Technology party to the Guarantee Agreement;


 


“Initial  Shares”  means the
entire issued share capital of the Company legally and beneficially held by the
Mortgagor pursuant to the Schemes of Arrangement becoming effective;


 


“Mortgage” means this share mortgage;


 


“Mortgaged Property”
means the Mortgaged Shares and all rights, benefits and advantages now or at
any time in the future deriving from or incidental to any of the Mortgaged
Shares including:


 


(a)                                  all
dividends or other distributions (whether in cash, securities or other
property), interest and other income paid or payable in relation to any
Mortgaged Shares;


 


(b)                                 all
shares, securities, rights, monies or other property whether certificated or
uncertificated accruing, offered or issued at any time by way of redemption,
conversion, exchange, substitution, preference, option, bonus issue or
otherwise in respect of any Mortgaged Shares (including but not limited to
proceeds of sale); and


 


(c)                                  all
certificates or other evidence of title to any of the Mortgaged Shares now and
from time to time hereafter deposited with the Administrative Agent;


 


“Mortgaged Shares”
means:


 


(a)                                  any
and all shares (if any) in the capital of the Company legally or beneficially
held by the Mortgagor as at the date hereof;


 


(b)                                 any
shares acquired in respect of Mortgaged Shares by reason of a stock split,
stock dividend, reclassification or otherwise; and


 


(c)                                  all
other shares in the Company from time to time legally or beneficially owned by
the Mortgagor including, without limitation, the Initial Shares acquired by the
Mortgagor at the Transaction Time;


 


“Other Guarantor”
means any of the Guarantors other than the Mortgagor;


 


“Parties” means
the parties to this Mortgage;


 


“Register of Members”
means the register of members of the Company maintained by the Company in
accordance with the Companies Law;


 


“Secured Obligations”
means the Obligations as such term is defined in the Credit Agreement;


 


“Security Interest”
means:


 


(a)                                  a
mortgage, charge, pledge, lien, assignment by way of security or other
encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any
person;


 


(b)                                 any
arrangement under which money or claims to, or the benefit of, a bank or other
account may be applied, set off or made subject to a combination of accounts so
as to effect discharge of any sum owed or payable to any person;


 


(c)                                  any
other type of arrangement having a similar effect; or


 


(d)                                 agreements
to create the foregoing;


 


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“Security Period”
means the period commencing on the date of the Transaction Time and terminating
on the date when all the Loan Document Obligations have been paid in full in
cash, the Commitments have expired or been terminated and all Letters of Credit
shall have expired or been terminated (or otherwise provided for in a manner
satisfactory to the applicable Issuing Bank);


 


“Schemes of Arrangement”
means (i) the scheme of arrangement to be approved by the shareholders of
Seagate Technology at a meeting held in accordance with an order of the Grand
Court of the Cayman Islands (“Cayman Court”); and (ii) the scheme of
arrangement supervised by the Cayman Court pursuant to which Seagate Technology
will merge with Seagate Cayman Holdings, a wholly-owned subsidiary of Seagate
Technology plc, Seagate Technology will survive the merger, Seagate Cayman
Holdings will be dissolved and will cease to exist and Seagate Technology will
become a direct, wholly-owned subsidiary of Seagate Technology plc, the
resulting publicly traded parent of the Seagate group of companies;


 


“Transaction Time”
has the meaning given to it in the Schemes of Arrangement; and


 


“U.S. Security Agreement”
means the U.S. Security Agreement dated as of 29 April 2009 among Seagate
Technology, the Borrower, Seagate Technology International, each of the
Subsidiaries listed in Schedule 1 thereto and the Administrative Agent as
varied from time to time.


 


1.2                                 In
construing this Mortgage (including the recitals), unless otherwise specified:


 


(a)                                  references
to any Party shall be construed so as to include that Party’s respective
successors in title, permitted assigns and permitted transferees;


 


(b)                                 “including” and “in particular”
shall not be construed restrictively but shall mean respectively “including,
without prejudice to the generality of the foregoing” and “including, without
limitation”, and “in particular, but without prejudice to the generality
of the foregoing”;


 


(c)                                  references
to a “person” shall be construed
so as to include any individual, firm, company or other body corporate,
government, state or agency of a state, local or municipal authority or
government body or any joint venture, association or partnership (whether or
not having separate legal personality); and in each case, its successors and
assigns and persons deriving title under or through it, in whole or in part,
and any person which replaces any party to any document in its respective role
thereunder, whether by assuming the rights and obligations of the party being
replaced or whether by executing a document in or substantially in the form of
the document it replaces;


 


(d)                                 “variation” includes any variation, amendment, accession,
novation, restatement, modification, assignment, transfer, supplement,
extension, deletion or replacement however effected and “vary”
and “varied” shall be construed accordingly;


 


(e)                                  “writing” includes facsimile transmission legibly received
except in relation to any certificate, notice or other document which is
expressly required by this Mortgage to be signed and “written”
has a corresponding meaning;


 


(f)                                    references
to the “consent” of the Administrative Agent
shall be construed as the consent of the Administrative Agent acting in its
absolute discretion;


 


(g)                                 subject
to Clause 20.3, references to this Mortgage or to any other document
include references to this Mortgage or such other document as varied in any
manner from time to time, even if changes are made to:


 


3

















 


(i)                                     the
composition of the parties to this Mortgage or such other document or to the
nature or amount (including any increase) of any facilities made available
under such other document; or


 


(ii)                                  the
nature or extent of any obligations under such other document;


 


(h)                                 references
to uncertificated shares are to shares the title to which can be transferred by
means of an electronic or other entry and references to certificated shares are
to shares which are not uncertificated shares;


 


(i)                                     references to the singular shall include the plural
and vice versa and references to the masculine shall include the feminine or
neuter and vice versa;


 


(j)                                     references
to clauses and schedules are to clauses of, and schedules to, this Mortgage;


 


(k)                                  references
to any statute or statutory provision shall be construed as a reference to the
same as it may have been, or may from time to time be amended, modified or
re-enacted;


 


(l)                                     headings
and titles are for convenience only and do not affect the interpretation of
this Mortgage;


 


(m)                               an
Event of Default is “continuing” if
it has not been remedied or waived; and


 


(n)                                 this
Mortgage is a “Security Document” under the terms
of the Credit Agreement.


 


2.                                      REPRESENTATION AND WARRANTIES


 


2.1                                 The
Mortgagor hereby represents and warrants to the Administrative Agent and each
Secured Party on the date of the Transaction Time with respect to all
representations and warranties in this Clause 2.1 and with respect to Clause
2.1(h)(i); (i) and (j) on the date of this Mortgage that:


 


(a)                                  the
Mortgagor is the sole legal and beneficial owner of the Mortgaged Property free
from any Security Interest (other than that created by this Mortgage or
permitted under the Loan Documents) or other interest and any options or rights
of pre-emption;


 


(b)                                 the
Mortgaged Shares represent 100% (one hundred percent) of the issued shares
of the Company;


 


(c)                                  any
Mortgaged Shares are, or will be when mortgaged and charged, duly authorised,
validly issued, fully paid, non-assessable, freely transferable and constitute
shares in the capital of a Cayman Islands exempted company.  To the extent they are in existence there are
no moneys or liabilities outstanding or payable in respect of any such shares
nor will there be any and they have not been redeemed nor cancelled in any way
nor will they be;


 


(d)                                 no
person has or is entitled to any conditional or unconditional option, warrant
or other right to subscribe for, purchase or otherwise acquire any issued or
unissued shares, or any interest in shares, in the capital of the Company;


 


(e)                                  the
Mortgaged Shares are not issued with any preferred, deferred or other special
rights or restrictions whether in regard to dividends, voting, return of any
amount paid on account of shares or otherwise which are not expressly set out
in the memorandum and articles of association of the Company;


 


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(f)                                    there
are no covenants, agreements, conditions, interest, rights or other matters
whatsoever which adversely affect the Mortgaged Property;


 


(g)                                 the
Mortgagor has not received any notice of an adverse claim by any person in
respect of the ownership of the Mortgaged Property or any interest in the
Mortgaged Property;


 


(h)                                 the
Mortgagor has full power and authority to:


 


(i)                                     execute
and deliver this Mortgage and the other Loan Documents to which it is a party;


 


(ii)                                  be
the legal and beneficial owner of the Mortgaged Property; and


 


(iii)                               comply
with the provisions of, and perform all its obligations under this Mortgage and
the other Loan Documents to which it is a party;


 


(i)                                     it
is able to pay its debts as they fall due and it has not taken any action nor
have any steps been taken or legal proceedings been started or threatened in
writing against it for:


 


(i)                                     winding
up, dissolution or reorganisation;


 


(ii)                                  the
enforcement of any Security Interest over its assets; or


 


(iii)                               the
appointment of a liquidator, receiver, examiner, administrative receiver,
administrator, trustee or similar officer of it or of any or all of its assets;


 


(j)                                     all
licences, consents, exemptions, clearance filings, registration, payments of
taxes, notarisation and authorisations as are or may be necessary or desirable
for the proper conduct of its business, trade, and ordinary activities and for
the performance and discharge of its obligations and liabilities under this
Mortgage and each other Loan Document to which the Mortgagor is a party and
which are required in connection with the execution, delivery, validity,
enforceability or admissibility in evidence of this Mortgage and each other
Loan Document to which the Mortgagor is a party and the creation of security
over the Mortgaged Property have been obtained and are in full force and
effect;


 


(k)                                  it
has not taken any action whereby the rights attaching to the Mortgaged Property
are altered or diluted save to the extent such alteration or dilution is
expressly permitted under this Mortgage or any other Loan Document; and


 


(l)                                     this
Mortgage is effective to create a valid and enforceable first priority
equitable mortgage and first priority fixed charge upon the Mortgaged Property
in favour of the Administrative Agent ranking in priority to any claims by any
liquidator (or similar officer) or creditor of the Mortgagor.


 


2.2                                 The
Mortgagor also represents and warrants to and undertakes with the
Administrative Agent that the foregoing representations and warranties will be
true and accurate throughout the continuance of this Mortgage with reference to
the facts and circumstances subsisting from time to time.


 


3.                                      COVENANT TO PAY


 


The Mortgagor hereby covenants with the
Administrative Agent as primary obligor and not merely as surety to pay and
discharge the Secured Obligations in the manner provided in the relevant Loan
Documents.


 


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4.                                      SECURITY


 


4.1                                 As
a continuing security for the payment and discharge of the Secured Obligations,
the Mortgagor as legal and beneficial owner hereby:


 


(a)                                  mortgages
to the Administrative Agent, by way of a first equitable mortgage, the
Mortgaged Shares;


 


(b)                                 charges
to the Administrative Agent, by way of a first fixed charge, all of its right,
title and interest in and to the Mortgaged Property including all benefits,
present and future, actual and contingent accruing in respect of the Mortgaged
Property; and


 


(c)                                  assigns,
and agrees to assign, absolutely by way of security to the Administrative Agent
all its rights, present and future, relating to any of the Mortgaged Property.


 


4.2                                 The
Mortgagor hereby agrees to deliver, or cause to be delivered, to the
Administrative Agent on the date of the Transaction Time:


 


(a)                                  copies
of the memorandum and articles of association and board and committee
resolutions of the Mortgagor required to authorise the execution of this
Mortgage;


 


(b)                                 an
executed but undated share transfer certificate in the form set out in Schedule
1 to this Mortgage and any other documents which from time to time may be
requested by the Administrative Agent in order to enable the Administrative
Agent or its nominees to be registered as the owner or otherwise obtain legal
title to the Mortgaged Shares;


 


(c)                                  all
share certificates (if any) representing the Mortgaged Shares and
a certified copy of the Register of Members of the Company showing the
Mortgagor as registered owner of the Mortgaged Shares;


 


(d)                                 an
executed irrevocable proxy and power of attorney made in respect of the
Mortgaged Shares in favour of the Administrative Agent in the form set out in
Schedule 2 to this Mortgage;


 


(e)                                  an
executed irrevocable letter of instructions from the Company to its registered
office provider appointing an instructing party for the Company in the form set
out in Schedule 3 of this Mortgage; and


 


(f)                                    a
copy of the special resolution passed by the Mortgagor in the form agreed by
the parties.


 


4.3                                 The
Mortgagor will procure that there shall be no increase in the issued share
capital of the Company (other than by way of an issuance of further shares to
the person in whose name the Mortgaged Shares are registered) without the prior
consent in writing of the Administrative Agent.


 


4.4                                 The
Mortgagor will deliver, or cause to be delivered, to the Administrative Agent
immediately upon (without prejudice to Clause 4.3) the issue of any
further Mortgaged Shares following the date of the Transaction Time, the items
listed in Clauses 4.2(b) and 4.2(c) in respect of all such
further Mortgaged Shares.


 


4.5                                 The
Mortgagor shall, immediately after the Transaction Time, procure that any
existing notation (if any) be deleted and that the following notation be
entered on the Register of Members of the Company:


 


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“All the ordinary shares
issued as fully paid up and registered in the name of Seagate Technology plc
are mortgaged and charged in favour of JPMorgan Chase Bank, N.A. pursuant to a
share mortgage dated 1 March  2010, as amended from time to time.”


 


4.6                                 The
Mortgagor shall, on the date of the Transaction Time, provide the
Administrative Agent with a certified true copy of the Register of Members of
the Company with the annotation referred to in Clause 4.5.


 


5.                                      RIGHTS IN RESPECT OF MORTGAGED PROPERTY


 


5.1                                 Unless
and until the declaration by the Administrative Agent of an occurrence of an
Event of Default:


 


(a)                                  the
Mortgagor shall be entitled to exercise all voting and consensual powers
pertaining to the Mortgaged Property or any part thereof for all purposes not
inconsistent with the terms of this Mortgage or the other Loan Documents; and


 


(b)                                 the
Mortgagor shall be entitled to receive and retain any dividends, interest or
other moneys or assets accruing on or in respect of the Mortgaged Property or
any part thereof.


 


5.2                                 The
Administrative Agent shall not have any duty to ensure that any dividends,
interest or other moneys and assets receivable in respect of the Mortgaged
Property are duly and punctually paid, received or collected as and when the
same become due and payable or to ensure that the correct amounts (if any) are
paid or received on or in respect of the Mortgaged Property or to ensure the
taking up of any (or any offer of any) stocks, shares, rights, moneys or other
property paid, distributed, accruing or offered at any time by way of
redemption, bonus, rights, preference, or otherwise on or in respect of, any of
the Mortgaged Property.


 


5.3                                 The
Mortgagor hereby authorises the Administrative Agent to arrange at any time and
from time to time after the occurrence of an Event of Default for the Mortgaged
Property or any part thereof to be registered in the name of the Administrative
Agent (or its nominee) thereupon to be held, as so registered, subject to
the terms of this Mortgage and, at the request of the Administrative Agent,
the Mortgagor shall without delay procure that the foregoing shall be
done.


 


6.                                      PRESERVATION OF SECURITY


 


6.1                                 It
is hereby agreed and declared that:


 


(a)                                  the
security created by this Mortgage shall be held by the Administrative Agent as
a continuing security for the payment and discharge of the Secured Obligations
and the security so created shall not be satisfied by any intermediate payment
or satisfaction of any part of the Secured Obligations;


 


(b)                                 the
Administrative Agent shall not be bound to enforce any other security before
enforcing the security created by this Mortgage;


 


(c)                                  no
delay or omission on the part of the Administrative Agent in exercising any
right, power or remedy under this Mortgage shall impair such right, power or
remedy or be construed as a waiver thereof nor shall any single or partial
exercise of any such right, power or remedy preclude any further exercise
thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein
provided are cumulative and not exclusive of any rights, powers and remedies
provided by law and may be exercised from time to time and as often as the
Administrative Agent may deem expedient; and


 


7

















 


(d)                                 any
waiver by the Administrative Agent of any terms of this Mortgage shall only be
effective if given in writing and then only for the purpose and upon the terms
for which it is given.


 


6.2                                 Any
settlement or discharge under this Mortgage between the Administrative Agent
and the Mortgagor shall be conditional upon no security or payment to the
Administrative Agent by the Company or the Mortgagor or any other person
(including, without limitation, any Other Guarantor) being avoided or set aside
or ordered to be refunded or reduced by virtue of any provision or enactment
relating to bankruptcy, insolvency, administration or liquidation for the time
being in force and, if such condition is not satisfied, the Administrative
Agent shall be entitled to enforce this Mortgage as if such settlement or
discharge had not been made, provided that such settlement or discharge shall
become unconditional six months and one day after the date of such settlement
or discharge.


 


6.3                                 The
rights of the Administrative Agent under this Mortgage and the security hereby
constituted shall not be affected by any act, omission, matter or thing which,
but for this provision, might operate to impair, affect or discharge such
rights and security, in whole or in part, including without limitation, and
whether or not known to or discoverable by the Company, the Mortgagor, the
Administrative Agent or any other person:


 


(a)                                  any
time or waiver granted to or composition with the Company, the Mortgagor or any
other person;


 


(b)                                 the
taking, variation, compromise, renewal or release of or refusal or neglect to
perfect or enforce any rights, remedies or securities against the Company, the
Mortgagor or any other person;


 


(c)                                  any
legal limitation, disability, incapacity or other circumstances relating to the
Company, the Mortgagor or any other person;


 


(d)                                 any
amendment or supplement to any Loan Document or any other document or security
(including any amendment the effect of which is to change the nature or amount
of any facilities made available thereunder or to change the nature or extent
of any obligations thereunder);


 


(e)                                  the
dissolution, liquidation, amalgamation, reconstruction or reorganisation of the
Company, the Mortgagor or any other person; or


 


(f)                                    the
unenforceability, invalidity or frustration of any obligations of the Company,
the Mortgagor or any other person under any Loan Document or any other
document or security.


 


6.4                                 During
the Security Period, the Mortgagor shall not by virtue of any payment made
hereunder on account of the Secured Obligations or by virtue of any enforcement
by the Administrative Agent of its rights under, or the security constituted
by, this Mortgage or any Loan Document or by virtue of any relationship between
or transaction involving the Mortgagor and/or the Company (whether such
relationship or transaction shall constitute the Mortgagor a creditor of the
Company, a guarantor of the obligations of the Company or in part subrogated to
the rights of others against the Company or otherwise howsoever and whether or
not such relationship or transaction shall be related to, or in connection
with, the subject matter of this Mortgage):


 


(a)                                  exercise
any rights of subrogation against the Company or any other person in relation
to any rights, security or moneys held or received or receivable by the
Administrative Agent or any person;


 


8






 












 


(b)                                 exercise
any right of contribution from any co-surety liable in respect of such moneys
and liabilities under any other guarantee, security or agreement;


 


(c)                                  exercise
any right of set-off or counterclaim against the Company or any such co-surety;


 


(d)                                 receive,
claim or have the benefit of any payment, distribution, security or indemnity
from the Company or any such co-surety; or


 


(e)                                  unless
so directed by the Administrative Agent (when the Mortgagor will prove in
accordance with such directions), claim as a creditor of the Company or any
such co-surety in competition with the Administrative Agent.


 


The Mortgagor shall hold in trust for the
Administrative Agent and forthwith pay or transfer (as appropriate) to the
Administrative Agent any such payment (including an amount to any such
set-off), distribution or benefit of such security, indemnity or claim in fact
received by it.


 


6.5                               During
the Security Period, the Administrative Agent may at any time keep in a
separate account or accounts (without liability to pay interest thereon) in the
name of the Administrative Agent for as long as it may think fit, any moneys
received recovered or realised under this Mortgage or under any other
guarantee, security or agreement relating in whole or in part to the Secured
Obligations without being under any intermediate obligation to apply the same
or any part thereof in or towards the discharge of the Secured Obligations or
any other amount owing or payable under the Loan Documents; provided that the
Administrative Agent shall be obliged to apply amounts standing to the credit
of such account or accounts once the aggregate amount held by the
Administrative Agent in any such account or accounts opened pursuant hereto is
sufficient to satisfy the outstanding amount of the Secured Obligations in
full.


 


6.6                               The
Mortgagor shall not, without the prior written consent of the Administrative
Agent:


 


(a)                                 cause
or permit any rights attaching to the Mortgaged Property to be varied or
abrogated;


 


(b)                                 cause
or permit any of the Mortgaged Property to be consolidated, sub-divided or
converted or the capital of the Company to be re-organised, exchanged or
repaid; or


 


(c)                                  cause
or permit anything to be done which may depreciate, jeopardise or otherwise
prejudice the value of the security hereby given.


 


6.7                               The
Mortgagor hereby covenants that during the Security Period it will remain the
legal and beneficial owner of the Mortgaged Property (subject to the Security
Interests hereby created) and that it will not (other than as permitted by the
Loan Documents):


 


(a)                                 create
or suffer the creation of any Security Interests (other than those created by
this Mortgage) or any other interest on or in respect of the whole or any part
of the Mortgaged Property or any of its interest therein;


 


(b)                                 sell,
assign, transfer or otherwise dispose of any of its interest in the Mortgaged
Property without the prior consent in writing of the Administrative Agent; or


 


(c)                                  permit
the Register of Members to be maintained outside of the Cayman Islands or by a
service provider other than the person to whom the letter of instructions in
Schedule 3 has been given (unless in the later case, the Mortgagor has provided
a new letter of instructions substantially in the form of Schedule 3 by the new
service provider).


 


6.8                               The
Mortgagor shall remain liable to perform all the obligations assumed by it in
relation to the Mortgaged Property and the Administrative Agent shall be under
no obligation of any kind


 


9

















 


whatsoever in respect thereof or be
under any liability whatsoever in the event of any failure by the Mortgagor to
perform its obligations in respect thereof.


 


6.9                               The
Mortgagor shall ensure that it shall not, without the prior written consent of
the Administrative Agent, use its voting rights to permit the Company to amend
its memorandum or articles of association in a way which could be expected to
adversely affect the interests of the Administrative Agent or any of the
Secured Parties.


 


6.10                        The
Mortgagor shall procure that the Company shall not:


 


(a)                                 create
or permit to subsist any Security Interest upon the whole or any part of its
assets, except as permitted by the Loan Documents;


 


(b)                                 register
any transfer of the Mortgaged Shares to any person (except to the Administrative
Agent or its nominees pursuant to the provisions of this Mortgage);


 


(c)                                  issue
any replacement share certificates in respect of any of the Mortgaged Shares;


 


(d)                                 continue
its existence under the laws of any jurisdiction other than the
Cayman Islands;


 


(e)                                  do
anything which might result in the Company being struck off the register as an
exempted company;


 


(f)                                   issue,
allot or grant warrants or options with respect to any additional shares;


 


(g)                                  exercise
any rights of forfeiture over any of the Mortgaged Shares; or


 


(h)                                 purchase,
redeem, otherwise acquire, cancel, sub-divide, amalgamate, reclassify or
otherwise restructure any of the Mortgaged Property,


 


during the Security Period without the prior written
consent of the Administrative Agent.


 


6.11                        The
Mortgagor shall procure that the Company shall irrevocably consent to any
transfer of the Mortgaged Shares by the Administrative Agent or its nominee to
any other person pursuant to the exercise of the Administrative Agent’s rights
under this Mortgage.


 


6.12                        The
Mortgagor shall not, without the prior written consent of the Administrative
Agent, participate in any vote concerning a members’ liquidation or compromise
pursuant to the Companies Law.


 


7.                                      ENFORCEMENT OF SECURITY


 


7.1                               At
any time after the occurrence of an Event of Default or if a demand is made for
the payment of the Secured Obligations, the security hereby constituted shall
become immediately enforceable and the rights of enforcement of the
Administrative Agent under this Mortgage shall be immediately exercisable upon
and at any time thereafter and, without prejudice to the generality of the
foregoing, the Administrative Agent without further notice to the Mortgagor
may, whether acting on its own behalf or through a receiver or agent:


 


(a)                                 solely
and exclusively exercise all voting and/or consensual powers pertaining to the
Mortgaged Property or any part thereof and may exercise such powers in such
manner as the Administrative Agent may think fit;


 


(b)                                 date
and present to the Company or any other person any undated documents provided
to it pursuant to Clause 4 or any other provision of this Mortgage;


 


10

















 


(c)                                  receive
and retain all dividends, interest or other moneys or assets accruing on or in
respect of the Mortgaged Property or any part thereof, such dividends, interest
or other moneys or assets to be held by the Administrative Agent, as additional
security mortgaged and charged under and subject to the terms of this Mortgage
and any such dividends, interest and other moneys or assets received by
the Mortgagor after such time shall be held in trust by the Mortgagor for the
Administrative Agent and paid or transferred to the Administrative Agent on
demand;


 


(d)                                 take
possession of, get in, assign, exchange, sell, transfer, grant options over or
otherwise dispose of the Mortgaged Property or any part thereof at such place
and in such manner and at such price or prices as the Administrative Agent may
deem fit, and thereupon the Administrative Agent shall have the right to
deliver, assign and transfer in accordance therewith the Mortgaged Property so
sold, transferred, granted options over or otherwise disposed of including by
way of changing the ownership of the Mortgaged Shares as shown on the Register
of Members;


 


(e)                                  borrow
or raise money either unsecured or on the security of the Mortgaged Property
(either in priority to the Mortgage or otherwise);


 


(f)                                   settle,
adjust, refer to arbitration, compromise and arrange any claims, accounts,
disputes, questions and demands with or by any person who is or claims to be a
creditor of the Mortgagor or relating to the Mortgaged Property;


 


(g)                                  bring,
prosecute, enforce, defend and abandon actions, suits and proceedings in
relation to the Mortgaged Property or any business of the Mortgagor;


 


(h)                                 redeem
any security (whether or not having priority to the Mortgage) over the
Mortgaged Property and to settle the accounts of any person with an
interest in the Mortgaged Property;


 


(i)                                     exercise
and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and
do) all such rights and things as the Administrative Agent would be capable of
exercising or doing if it were the absolute beneficial owner of the Mortgaged
Property;


 


(j)                                    do
anything else it may think fit for the realisation of the Mortgaged Property or
incidental to the exercise of any of the rights conferred on the Administrative
Agent under or by virtue of any document to which the Mortgagor is party; and


 


(k)                                 exercise
all rights and remedies afforded to it under this Mortgage and applicable law.


 


7.2                               The
Administrative Agent shall not be obliged to make any enquiry as to the nature
or sufficiency of any payment received by it under this Mortgage or to make any
claim or to take any action to collect any moneys assigned by this Mortgage or
to enforce any rights or benefits assigned to the Administrative Agent by this
Mortgage or to which the Administrative Agent may at any time be entitled
hereunder.


 


7.3                               Upon
any sale of the Mortgaged Property or any part thereof by the Administrative
Agent, the purchaser shall not be bound to see or enquire whether the
Administrative Agent’s power of sale has become exercisable in the manner
provided in this Mortgage and the sale shall be deemed to be within the power
of the Administrative Agent, and the receipt of the Administrative Agent for
the purchase money shall effectively discharge the purchaser who shall not be
concerned with the manner of application of the proceeds of sale or be in any
way answerable therefor.


 


11

















 


7.4                               Any
money received or realised by the Administrative Agent under the powers
conferred by this Mortgage shall be paid or applied in a manner consistent with
Section 6.02 of the U.S. Security Agreement.


 


7.5                               During
the Security Period, the Administrative Agent may refrain from applying or
enforcing any other moneys, security or rights held by it in respect of the
Secured Obligations or may apply and enforce such moneys, security or
rights in such manner and in such order as it shall decide in its unfettered
discretion.


 


7.6                               Neither
the Administrative Agent nor its agents, managers, officers, employees,
delegates and advisers shall be liable for any claim, demand, liability, loss,
damage, cost or expense incurred or arising in connection with the exercise or
purported exercise of any rights, powers and discretions hereunder in the
absence of dishonesty or wilful default.


 


7.7                               The
Administrative Agent shall not, by reason of the taking of possession of the
whole or any part of the Mortgaged Property or any part thereof, be liable to
account as mortgagee-in-possession or for anything except actual receipts or be
liable for any loss upon realisation or for any default or omission for which
an Administrative Agent-in-possession might be liable.


 


8.                                      APPOINTMENT OF A RECEIVER


 


8.1                               At
any time after:


 


(a)                                 the
occurrence of an Event of Default; or


 


(b)                                 a
request has been made by the Mortgagor to the Administrative Agent for the
appointment of a receiver over its assets or in respect of the Mortgagor,


 


then notwithstanding the terms of any other agreement
between the Mortgagor and any person, the Administrative Agent may (unless
precluded by law) appoint in writing any person or persons to be a receiver or
receiver and manager of all or any part of the Mortgaged Property as the
Administrative Agent may choose in its entire discretion.


 


8.2                               Where
more than one receiver is appointed, the appointees shall have power to act
jointly or separately unless the Administrative Agent shall specify to the
contrary.


 


8.3                               The
Administrative Agent may from time to time determine the remuneration of a
receiver.


 


8.4                               The
Administrative Agent may remove a receiver from all or any of the Mortgaged
Property of which he is the receiver and after the receiver has vacated office
or ceased to act in respect of any of the Mortgaged Property, appoint a further
receiver over all or any of the Mortgaged Property in respect of which he shall
have ceased to act.


 


8.5                               Such
an appointment of a receiver shall not preclude:


 


(a)                                 the
Administrative Agent from making any subsequent appointment of a receiver over
all or any Mortgaged Property over which a receiver has not previously been
appointed or has ceased to act; or


 


(b)                                 the
appointment of an additional receiver to act while the first receiver continues
to act.


 


8.6                               The
receiver shall be the agent of the Mortgagor (which shall be solely liable for
his acts, defaults and remuneration) unless and until the Mortgagor is
placed into liquidation, after which time he shall act as principal. The
receiver shall not at any time become the agent of the Administrative Agent.


 


12

















 


9.                                      POWERS OF A RECEIVER


 


9.1                               In
addition to those powers conferred by law, a receiver shall have and be
entitled to exercise in relation to the Mortgagor all the powers set forth
below:


 


(a)                                 to
exercise all rights of the Administrative Agent under or pursuant to this
Mortgage, including all voting and other rights attaching to the Mortgaged
Property;


 


(b)                                 to
make any arrangement or compromise with others as he shall think fit;


 


(c)                                  to
appoint managers, officers and agents for the above purposes at such
remuneration as the receiver may determine;


 


(d)                                 to
redeem any prior encumbrance and settle and pass the accounts of the
encumbrancer and any accounts so settled and passed shall (subject to any
manifest error) be conclusive and binding on the Mortgagor and the money so
paid shall be deemed an expense properly incurred by the receiver;


 


(e)                                  to
pay the proper administrative charges in respect of time spent by its agents
and employees in dealing with matters raised by the receiver or relating to the
receivership of the Mortgagor; and


 


(f)                                   to
do all such other acts and things as may be considered by the receiver to be
incidental or conducive to any of the above matters or powers or otherwise
incidental or conducive to the preservation, improvement or realisation of the
Mortgaged Property or the value thereof.


 


10.                               FURTHER ASSURANCES


 


10.1                        The
Mortgagor shall at its own expense promptly do all such acts or execute all
such documents (including assignments, transfers, mortgages, charges, notices
and instructions) as the Administrative Agent may reasonably specify and in
such form as the Administrative Agent may reasonably require in order to:


 


(a)                                 perfect
or protect the security created or intended to be created under or evidenced by
this Mortgage (which may include the execution of a charge, assignment or other
security over all or any of the assets which are, or are intended to be, the
subject of this Mortgage) or for the exercise of any rights, powers and
remedies of the Administrative Agent provided by or pursuant to this Mortgage,
the Loan Documents or by law; or


 


(b)                                 following
an Event of Default, facilitate the realisation of the assets which are, or are
intended to be, the subject of this Mortgage.


 


10.2                        Without
limiting the other provisions of this Mortgage, the Mortgagor shall at its own
expense take all such action as is available to it (including making all
filings and registrations) as may be necessary for the purpose of the creation,
perfection, protection or maintenance of any security conferred or intended to
be conferred on the Administrative Agent by or pursuant to this Mortgage.


 


11.                               INDEMNITIES


 


11.1                        The
Mortgagor will indemnify and save harmless the Administrative Agent, any
receiver and each agent or attorney appointed under or pursuant to this
Mortgage from and against any and all reasonable expenses, claims, liabilities,
losses, taxes, costs, duties, fees and charges suffered,


 


13

















 


incurred or made by the Administrative
Agent or such agent or attorney other than as a result of the gross negligence
or wilful default of the Mortgagee:


 


(a)                                 in
the exercise or purported exercise of any rights, powers or discretions vested
in them pursuant to this Mortgage;


 


(b)                                 in
the preservation or enforcement of the Administrative Agent’s rights under this
Mortgage or the priority thereof;


 


(c)                                  on
the release of any part of the Mortgaged Property from the security created by
this Mortgage; or


 


(d)                                 arising
out of any breach by the Mortgagor of any term of this Mortgage,


 


and the Administrative Agent or such receiver, agent
or attorney may retain and pay all sums in respect of the same amout of money
received under the powers conferred by this Mortgage.  All amounts suffered, incurred or paid by the
Administrative Agent or such receiver, agent or attorney or any of them shall
be recoverable on a full indemnity basis provided that nothing in this
Clause 11.1 shall require the Mortgagor to indemnify and save harmless the
Administrative Agent from and against any expenses, claims, liabilities,
losses, taxes, costs, duties, fees and charges suffered, incurred or made by
the Administrative Agent as a result of the Administrative Agent’s dishonesty
or wilful default.


 


11.2                        If,
under any applicable law or regulation, and whether pursuant to a judgment
being made or registered against the Mortgagor or the bankruptcy or liquidation
of the Mortgagor or for any other reason any payment under or in connection
with this Mortgage is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such
payment is due under or in connection with this Mortgage (the “Contractual Currency”), then to the extent that the amount
of such payment actually received by the Administrative Agent when converted
into the Contractual Currency at the rate of exchange, falls short of the
amount due under or in connection with this Mortgage, the Mortgagor, as a
separate and independent obligation, shall indemnify and hold harmless the
Administrative Agent against the amount of such shortfall.  For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Administrative
Agent is able on or about the date of such payment to purchase the Contractual
Currency with the Payment Currency and shall take into account any premium and
other costs of exchange with respect thereto.


 


12.                               POWER OF ATTORNEY


 


12.1                        The
Mortgagor, by way of security and in order more fully to secure the performance
of its obligations hereunder, hereby irrevocably appoints the Administrative
Agent and the persons deriving title under it (including, but without any
limitation, any receiver) jointly and also severally (with full power of
substitution and delegation) to be its attorney-in-fact:


 


(a)                                 to
execute and complete in favour of the Administrative Agent or its nominees or
of any purchaser any documents which the Administrative Agent may from time to
time require for perfecting the Administrative Agent’s title to, for vesting
any of the assets and property hereby mortgaged, or charged in the
Administrative Agent or its nominees or in any purchaser or for any of the
purposes contemplated in Clause 7.1 hereof;


 


(b)                                 after
the occurrence of an Event of Default, to give effectual discharges for
payments, to take and institute on non-payment (if the Administrative Agent in
its sole discretion so decides) all steps and proceedings in the name of the
Mortgagor or of the Administrative Agent for the recovery of such moneys,
property and assets hereby mortgaged or charged;


 


14

















 


(c)                                  after
the declaration by the Administrative Agent of an Event of Default, to agree
accounts and make allowances and give time or other indulgence to any surety or
other person liable;


 


(d)                                 so
as to enable the Administrative Agent to carry out in the name of the Mortgagor
any obligation imposed on the Mortgagor by this Mortgage (including the
execution and delivery of any deeds, charges, assignments or other security and
any transfers of the Mortgaged Property and the exercise of all the Mortgagor’s
rights and discretions in relation to the Mortgaged Property);


 


(e)                                  so
as to enable the Administrative Agent and any receiver or other person to
exercise, or delegate the exercise of, any of the rights, powers and
authorities conferred on them by or pursuant to this Mortgage or by law
(including, after the occurrence of an Event of Default, the exercise of any
right of a legal and beneficial owner of the Mortgaged Property), and


 


(f)                                   generally
for it and in its name and on its behalf and as its act and deed or otherwise
execute, seal and deliver and otherwise perfect and do any such legal
assignments and other assurances, charges, authorities and documents over the
moneys, property and assets hereby charged, and all such deeds, instruments,
acts and things which may be required for the full exercise of all or any of
the powers conferred or which may be deemed proper on or in connection with any
of the purposes aforesaid.


 


12.2                        The
power hereby conferred shall be a general power of attorney and the Mortgagor
hereby ratifies and confirms and agrees to ratify and confirm any instrument,
act or thing which any attorney appointed pursuant hereto may execute or
do.  In relation to the power referred to
herein, the exercise by the Administrative Agent of such power shall be
conclusive evidence of its right to exercise the same.


 


13.                               EXPENSES


 


13.1                        The
Mortgagor shall pay to the Administrative Agent on demand all reasonable costs,
fees and expenses (including, but not limited to, properly incurred legal
fees and expenses) and taxes thereon incurred by the Administrative Agent or
for which the Administrative Agent may become liable in connection with:


 


(a)                                 the
negotiation, preparation and execution of this Mortgage;


 


(b)                                 the
preserving or enforcing of, or attempting to preserve or enforce, any of its
rights under this Mortgage or the priority hereof;


 


(c)                                  any
variation of, or amendment or supplement to, any of the terms of this Mortgage;
or


 


(d)                                 any
consent or waiver required from the Administrative Agent in relation to this
Mortgage,


 


and in the case referred to in Clauses 13.1(c) and
13.1(d), regardless of whether the same is actually implemented, completed or
granted, as the case may be.


 


13.2                        The
Mortgagor shall pay promptly all registration, stamp, documentary and other
like duties and taxes to which this Mortgage may be subject or give rise and shall
indemnify the Administrative Agent on demand against any and all liabilities
with respect to or resulting from any delay or omission on the part of the
Mortgagor to pay any such duties or taxes.


 


15

















 


14.                               RELEASE


 


14.1                        Subject
to Clause 14.2, when all the Loan Document Obligations have been paid in
full in cash, the Commitments have expired or been terminated, all Letters of
Credit shall have expired or been terminated (or otherwise provided for in a
manner satisfactory to the applicable Issuing Bank), the Administrative
Agent shall (at the request and cost of the Mortgagor) execute such documents
and do all such reasonable acts as may be necessary to release the Mortgaged
Property from the security constituted by this Mortgage.  Such release shall not prejudice the rights
of the Administrative Agent under Clause 11.


 


14.2                        If
the Administrative Agent considers in good faith that any amount received in
payment or purported payment of the Secured Obligations (whether received from
or paid by the Borrower, any Other Guarantor or any other relevant person) is
capable of being avoided or reduced by virtue of any insolvency or other
similar laws:


 


(a)                                 the
liability of the Mortgagor under this Mortgage and the security constituted by
this Mortgage shall continue and such amount shall not be considered to have
been irrevocably paid; and


 


(b)                                 the
Administrative Agent may keep any security held by it in respect of the
Mortgagor’s liability under the Loan Documents in order to protect the Secured
Parties against any possible claim under insolvency law for up to six years
after all Secured Obligations have been satisfied.  If a claim is made against a Secured Party
within that period, the Administrative Agent may keep the security until
that claim has finally been dealt with.


 


15.                               NOTICES


 


Any notice or
other communication given or made under or in connection with the matters
contemplated by this Mortgage shall be provided in accordance with Section 9.01
of the Credit Agreement (with any notice to the Mortgagor prior to the
Transaction Time to be delivered care of the Borrower).


 


16.                               ASSIGNMENTS


 


16.1                        This
Mortgage shall be binding upon and shall enure to the benefit of the Mortgagor,
the Administrative Agent and each of their respective successors and
(subject to clauses 16.2 and 16.3) assigns and references in this Mortgage to
any of them shall be construed accordingly.


 


16.2                        The
Mortgagor may not assign or transfer all or any part of its rights and/or
obligations under this Mortgage.


 


17.                               ADMINISTRATIVE AGENT


 


17.1                        The
Administrative Agent holds the benefit of this Mortgage (and any other
security created in its favour pursuant to this Mortgage) as agent for and on
behalf of the Secured Parties pursuant to the terms of the Credit
Agreement.  The retirement of the
person for the time being acting as Administrative Agent and the appointment of
a successor shall be effected in the manner provided for in the Credit
Agreement.


 


17.2                        Nothing
in this Mortgage shall constitute or be deemed to constitute a partnership
between any of the Secured Parties and the Administrative Agent.


 


16

















 


18.                               SET-OFF


 


18.1                        The
Mortgagor authorises the Administrative Agent (but the Administrative Agent shall
not be obliged to exercise such right), after the occurrence of an Event of
Default to set off against the Secured Obligations any amount or other
obligation (contingent or otherwise) owing by the Administrative Agent to the
Mortgagor.


 


19.                               SUBSEQUENT SECURITY INTERESTS


 


19.1                        If
the Administrative Agent at any time receives or is deemed to have received
notice of any subsequent Security Interest affecting all or any part of the
Mortgaged Property or any assignment or transfer of the Mortgaged Property which
is prohibited by the terms of this Mortgage, all payments thereafter by or on
behalf of the Mortgagor to the Administrative Agent shall be treated as having
been credited to a new account of the Mortgagor and not as having been applied
in reduction of the Secured Obligations as at the time when the Administrative
Agent received such notice.


 


20.                               MISCELLANEOUS


 


20.1                        The
Administrative Agent, at any time and from time to time, may delegate by power
of attorney or in any other manner to any person or persons all or any of the
powers, authorities and discretions which are for the time being exercisable by
the Administrative Agent under this Mortgage in relation to the Mortgaged
Property or any part thereof.  Any such delegation
may be made upon such terms and be subject to such regulations as the
Administrative Agent may think fit.  The
Administrative Agent shall not be in any way liable or responsible to the
Mortgagor for any loss or damage arising from any act, default, omission or
misconduct on the part of any such delegate provided the Administrative Agent
has acted reasonably in selecting such delegate.


 


20.2                        If
any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Mortgage or any deed or document
emanating from it shall be found to be void but would be valid if some part
thereof were deleted or modified, then the Provision shall apply with such
deletion or modification as may be necessary to make it valid and effective.


 


20.3                        This
Mortgage (together with any documents referred to herein) constitutes the whole
agreement between the Parties relating to its subject matter and no variations
hereof shall be effective unless made in writing and signed by each of the
Parties.


 


20.4                        Each
document, instrument, statement, report, notice or other communication
delivered in connection with this Mortgage shall be in English or where not in
English shall be accompanied by a certified English translation which
translation shall with respect to all documents of a contractual nature and all
certificates and notices to be delivered hereunder be the governing version and
upon which in all cases the Administrative Agent and the Secured Parties shall
be entitled to rely.


 


20.5                        This
Mortgage may be executed in counterparts each of which when executed and
delivered shall constitute an original but all such counterparts together shall
constitute one and the same instrument.


 


20.6                        The
parties intend that this Mortgage take effect as a deed notwithstanding the
fact that the Administrative Agent may only execute it under hand.


 


21.                               LAW AND JURISDICTION


 


21.1                        This
Mortgage shall be governed by and construed in accordance with the laws of the
Cayman Islands and the Parties hereby irrevocably submit to the
non-exclusive jurisdiction of the courts of the Cayman Islands, provided
that nothing in this clause shall affect the right of the Administrative Agent
to serve process in any manner permitted by law or limit the right of the 


 


17

















 


Administrative Agent to take proceedings
with respect to this Mortgage against the Mortgagor in any jurisdiction nor
shall the taking of proceedings with respect to this Mortgage in any
jurisdiction preclude the Administrative Agent from taking proceedings with
respect to this Mortgage in any other jurisdiction, whether concurrently
or not.


 


18






 












 


IN WITNESS whereof this Equitable Share
Mortgage has been entered into by the parties and executed as a deed on the day
and the year first before written.


 


 


	
  GIVEN under the Common Seal of

  	
  )

  
	
  SEAGATE TECHNOLOGY PLC

  	
  )

  
	
  in the presence of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Kenneth M. Massaroni

  
	
   

  	
  Kenneth M. Massaroni

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Patrick J. O’Malley III

  
	
   

  	
  Patrick J. O’Malley III

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Saralyn D. Brown

  	
   

  
	
  Signature
  of Witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Saralyn
  D. Brown

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  920
  Disc Drive, Scotts Valley, CA 95066

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
  Executive
  Assistant

  	
   

  
				



 


 


[Signature
Page to Mortgage of Shares in Seagate Technology]


 

















 


	
  EXECUTED AS A DEED by JPMORGAN CHASE BANK,
  N.A.:

  	
   

  	
  )

  	
  /s/
  Sharon Bazbaz

  
	
   

  	
   

  	
  )

  	
  Duly
  Authorised Signatory

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
  Sharon
  Bazbaz

  
	
   

  	
   

  	
  )

  	
  Vice
  President

  



 


 


	
  in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Anne Marie Pellegrino

  	
   

  
	
  Signature
  of Witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Anne
  Marie Pellegrino

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  JPMorgan
  Chase Bank, NA, 383 Madison Ave, New York, NY 10179

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
  Administrative
  Assistant

  	
   

  



 


 


[Signature
Page to Mortgage of Shares in Seagate Technology]


 

















 


SEAGATE TECHNOLOGY


 


(THE “COMPANY”)


 


SHARE TRANSFER CERTIFICATE


 


[LEFT UNDATED]


 


SHARE TRANSFER CERTIFICATE DATED                                                    


 


Seagate Technology plc (the “Transferor”) does hereby transfer to
                                                              
(the “Transferee”) [ ] shares in the capital
of the Company (the “Shares”) of a
par value of
              
each.


 


 


	
  SIGNED by the Transferor by:

  	
  )

  	
   

  
	
   

  	
  )

  	
  Duly
  Authorised Signatory

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Name:

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  Title:

  	
   

  
	
   

  	
  )

  	
   

  



 


 


	
  in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  



 


21

















 


And I/we do hereby agree to take the
Shares.


 


 


	
  SIGNED by the Transferee by:

  	
  )

  	
   

  
	
   

  	
  )

  	
  Duly
  Authorised Signatory

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Name:

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  Title:

  	
   

  
	
   

  	
  )

  	
   

  



 


 


	
  in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  



 


22

















 


Schedule
2


 


IRREVOCABLE APPOINTMENT OF PROXY


 


SEAGATE TECHNOLOGY


(THE “COMPANY”)


 


The undersigned being the legal and
beneficial owner of all of the issued and outstanding shares of US$0.00001
par value
each (the “Shares”) in the Company, an
exempted company incorporated with limited liability in the Cayman Islands
hereby irrevocably, with respect to the Company:


 


1.                                      makes,
constitutes and appoints JPMORGAN CHASE BANK, N.A.
(the “Proxy”) as the irrevocable proxy of the
undersigned with full power to appoint a nominee or nominees to act hereunder
from time to time and to have all other rights and entitlements of an “Irrevocable
Proxy (as such term is defined in the Articles of Association of the Company)
under the Articles of Association of the Company, including to vote the Shares
and all other shares in the Company from time to time legally owned by the
undersigned (the “Shares”)
registered in its name at all general meetings of shareholders of the Company
with the same force and effect as the undersigned might or could do and to
requisition and convene a meeting or meetings of the shareholders of the
Company for the purpose of considering  any resolution of the members of
the Company in respect of any proposal to amend the Memorandum of Association
and/or the Articles of Association with respect to those provisions inserted
pursuant to a Special Resolution of the Company passed on or about the
Transaction Time (as defined in the Mortgage) (the “Reserved
Matter”);


 


2.                                      makes,
constitutes and appoints the Proxy as the true and lawful attorney-in-fact of
the undersigned to approve, complete, amend, execute and deliver any resolution
in writing concerning any Reserved Matter or sign any approval in writing
concerning any Reserved Matter as contemplated in the Articles of Association
of the Company in the name of and on behalf of the undersigned, and the
undersigned hereby ratifies and confirms all that the said Proxy or its nominee
or nominees shall do or cause to be done by virtue hereof.


 


The Shares are the subject of a mortgage
(the “Mortgage”) dated 1 March 2010,
between the Proxy and Seagate Technology plc as mortgagor.


 


The power of attorney hereby granted is
granted irrevocably for full value as part of the security constituted hereby
to secure proprietary interests of and the performance of obligations owed to
JPMorgan Chase Bank, N.A. within the meaning of the Powers of Attorney Law
(1996 Revision) of the Cayman Islands and the undersigned hereby
acknowledges the same.


 


The power of attorney
granted hereunder (and the appointment of the Proxy as irrevocable proxy of the
undersigned) shall be governed by and construed in accordance with the laws of
the Cayman Islands and shall be irrevocable until the discharge and release of
the Mortgage.


 


IN WITNESS whereof this Instrument is
executed as a deed the day and year first above written.


 


	
  GIVEN under the Common Seal of

  	
  )

  
	
  SEAGATE TECHNOLOGY PLC

  	
  )

  
	
  in the presence of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director/Secretary*

  
			



 


23

















 


	
  in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  



 


24

















 


SCHEDULE
3


 


FORM OF LETTER OF INSTRUCTIONS TO REGISTERED OFFICE PROVIDER
APPOINTING INSTRUCTING PARTY


 


SEAGATE TECHNOLOGY


(THE “COMPANY”)


PO Box 309, Ugland House


George Town, Grand Cayman KY1-1104


Cayman Islands


 


1 March 2010


 


MAPLES CORPORATE SERVICES LIMITED
(“MCS”)


PO Box 309, Ugland House


George Town, Grand Cayman KY1-1104


Cayman Islands


 


Dear Sirs


 


INSTRUCTIONS TO THE REGISTERED OFFICE PROVIDER APPOINTING
INSTRUCTING PARTY


 


We hereby
notify you that pursuant to a mortgage (the “Mortgage”) dated 1 March 2010 between JPMorgan
Chase Bank, N.A. as administrative agent (the “Administrative Agent” or “Mortgagee”) and Seagate Technology plc as mortgagor
(the “Mortgagor”), the
Mortgagor has granted a security interest in favour of the Mortgagee over all
the shares standing in its name in the Company and all other shares in the
Company from time to time legally or beneficially owned by the Mortgagor (the “Shares”).


 


We refer to
the registered office agreement dated 1 January 2002 between MCS and the
Company (the “RO Agreement”) and hereby
agree that such agreement shall be deemed to be amended by the following. At
any time after the Mortgagee notifies you in writing that an Event of Default
(as defined in the Mortgage) has occurred you are hereby authorised and
entitled to rely upon the instructions of the Mortgagee to register the
Mortgagee or its nominee (as the Mortgagee may direct) as the registered holder
of the Shares pursuant to the Mortgage and to otherwise comply with any
directions or instructions from the Mortgagee in relation thereto.


 


Such
authorisation and entitlement to rely upon the instructions of the Mortgagee
shall terminate upon the discharge and release of the Mortgage.


 


25

















 


Please confirm by countersigning below that
you agree to such amendment of the RO Agreement.


 


Yours faithfully


 


 


	
   

  	
   

  



Authorised Signatory for and on
behalf of the Company


 


 


Acknowledged and agreed.


 


 


	
   

  	
   

  



Authorised Signatory for and on
behalf of Maples Corporate Services Limited


 


26