Exhibit
10.14


 


Mortgage of Shares


 


in


 


Seagate HDD Cayman


 


 


1 March 2010


 


 


Seagate
Technology HDD Holdings


 


(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

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 HDD HOLDINGS, an exempted company with limited liability
incorporated under the laws of the Cayman Islands with company number
103069 and having its registered office at P.O. Box 309, Ugland House,
George Town, Grand Cayman KY1-1104, Cayman Islands (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 the Borrower under the
Credit Agreement, would provide security over shares in the Company to the
Administrative Agent.


 


(B)                                The Mortgagor
holds legal and beneficial title to the entire issued capital of the Company,
currently 100 fully paid ordinary shares of US$1.00 par value (the “Initial Shares”).


 


(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
the Mortgagor;


 


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


 


“Company” means Seagate HDD Cayman, an exempted company with
limited liability incorporated under the laws of the Cayman Islands with a
company number 237305 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 the Mortgagor,
Seagate Technology,  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;


 


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“Guarantee Agreement” means the U.S. Guarantee Agreement
dated as of 29 April 2009 among the Borrower, Seagate Technology, the
Administrative Agent and each of the Subsidiaries listed in Schedule 1 thereto
and supplemented by the Company and Seagate Technology plc on or about the date
hereof pursuant to which, inter alia, the Borrower and Seagate Technology plc
guarantee the Secured Obligations and as further varied from time to time;


 


“Guarantor” means each of the Borrower, Seagate Technology,
the Company and each of the other subsidiaries of the Borrower, all of which
entities are a party to the Guarantee Agreement;


 


“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)                                  the Initial Shares;


 


(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;


 


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


 


“Parties” means the parties to this Mortgage;


 


“Register of Charges” means the register of charges of the
Mortgagor maintained by the Mortgagor in accordance with Section 54 of the
Companies Law;


 


“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;


 


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(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;


 


“Security Period” means the period commencing on the date of
execution of this Mortgage 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); and


 


“U.S. Security Agreement” means the U.S. Security Agreement
dated as of 29 April 2009 among the Borrower, Seagate Technology, each of
the Subsidiaries listed in Schedule 1 thereto and the Administrative Agent and
supplemented by the Company and Seagate Technology plc on or about the date
hereof and as further 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:


 


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(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 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 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,
administrative receiver, administrator, trustee or similar officer of it or of
any or all of its assets;


 


(j)                                     it is not in breach (nor would be in breach with the
giving of notice, passing of time, or satisfaction of any other condition)
or in default under any deed, instrument or any agreement to which it is a
party or which is binding on it or any of its assets;


 


(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.


 


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:


 


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(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 hereof:


 


(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
respect of the Initial Shares 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;


 


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


 


(g)                                 a certified copy of the Mortgagor’s Register of
Mortgages and Charges which has been updated to record the particulars of this
Mortgage in a form satisfactory to the Administrative Agent.


 


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, 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 execution of
this Mortgage, procure that any existing notation be deleted and that the
following notation be entered on the Register of Members of the Company:


 


“All the ordinary shares issued as fully paid up and registered in the
name of Seagate Technology HDD Holdings are mortgaged and charged in favour of
JPMorgan Chase 


 


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Bank,
N.A. pursuant to a share mortgage dated 1 March] 2010, as amended from time to
time.”


 


4.6                                 The Mortgagor shall, immediately after execution of
this Mortgage, 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


 


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(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;


 


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(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 member’s 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 out 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 on
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 and 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 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.


 


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 


 


16

















 


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
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 


 


17

















 


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.


 


 


	
  EXECUTED AS A DEED by SEAGATE  TECHNOLOGY HDD HOLDINGS:

  	
   

  	
  )

  	
  /s/ Kenneth
  M. Massaroni

  
	
   

  	
  )

  	
  Duly
  Authorised Signatory

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
  Name:

  	
  Kenneth
  M. Massaroni

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
  )

  	
   

  	
   

  



 


 


	
  in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Demetrios N. Mavrikis

  	
   

  
	
  Signature
  of Witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Demetrios
  N. Mavrikis

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  920
  Disc Dr, Scotts Valley, CA 95066

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
  Executive
  Assistant

  	
   

  



 


[Signature
Page to Mortgage of Shares in Seagate HDD Cayman]


 

















 


	
  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 HDD Cayman]


 

















 


SCHEDULE 1


 


SEAGATE HDD CAYMAN


 


(THE “COMPANY”)


 


SHARE TRANSFER CERTIFICATE


 


[LEFT UNDATED]


 


SHARE TRANSFER CERTIFICATE DATED                                          


 


                                                                       (the
“Transferor”) does hereby transfer to
                                                              
(the “Transferee”)
                                                                      
(the “Shares”) of a par value of U.S.$1.00
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 HDD CAYMAN


(THE “COMPANY”)


 


The undersigned
being the legal and beneficial owner of all
of the issued and outstanding shares of US$1.00 par value
each (the “Initial 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 Initial
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 [1
March] 2010 (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 HDD Holdings
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.


 


	
  EXECUTED AS A DEED by SEAGATE  TECHNOLOGY HDD HOLDINGS:

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Signature

  
	
   

  	
   

  	
  )

  	
   

  	
   

  



 


 


	
  in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  



 


23

















 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  



 


24

















 


SCHEDULE 3


 


FORM OF LETTER OF
INSTRUCTIONS TO REGISTERED OFFICE PROVIDER APPOINTING

INSTRUCTING PARTY


 


SEAGATE HDD CAYMAN


(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 HDD Holdings 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 [ ] February 2010 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