Exhibit 10.21


 


DATED 1 MARCH 2010


 


 


SEAGATE TECHNOLOGY PLC


AS CHARGOR


 


AND


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION


AS COLLATERAL AGENT


 


 






 


SECOND PRIORITY DEBENTURE


 






 


 


ARTHUR COX


DUBLIN


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1

  	
  INTERPRETATION

  	
  4

  
	
  2

  	
  COVENANT
  TO PAY

  	
  10

  
	
  3

  	
  INTEREST

  	
  10

  
	
  4

  	
  PAYMENTS

  	
  11

  
	
  5

  	
  LIMITATIONS

  	
  11

  
	
  6

  	
  CURRENCY CONVERSIONS

  	
  11

  
	
  7

  	
  CREATION
  OF SECURITY

  	
  12

  
	
  8

  	
  REPRESENTATIONS

  	
  16

  
	
  9

  	
  RESTRICTIONS
  ON DEALINGS

  	
  19

  
	
  10

  	
  REAL
  PROPERTY

  	
  19

  
	
  11

  	
  INVESTMENTS

  	
  22

  
	
  12

  	
  INTELLECTUAL
  PROPERTY

  	
  25

  
	
  13

  	
  SECURITY
  ACCOUNTS

  	
  25

  
	
  14

  	
  RELEVANT
  CONTRACTS

  	
  26

  
	
  15

  	
  INSURANCES

  	
  27

  
	
  16

  	
  GENERAL
  COVENANTS

  	
  28

  
	
  17

  	
  WHEN
  SECURITY BECOMES ENFORCEABLE

  	
  29

  
	
  18

  	
  ENFORCEMENT
  OF SECURITY

  	
  29

  
	
  19

  	
  RECEIVER

  	
  31

  
	
  20

  	
  POWERS
  OF RECEIVER

  	
  32

  
	
  21

  	
  APPLICATION
  OF PROCEEDS

  	
  35

  
	
  22

  	
  EXPENSES
  AND INDEMNITY

  	
  35

  
	
  23

  	
  DELEGATION

  	
  36

  
	
  24

  	
  POWER
  OF ATTORNEY

  	
  36

  
	
  25

  	
  FURTHER
  ASSURANCES

  	
  37

  
	
  26

  	
  PRESERVATION
  OF SECURITY

  	
  37

  
	
  27

  	
  SET-OFF

  	
  40

  
	
  28

  	
  MISCELLANEOUS

  	
  40

  
	
  29

  	
  LITIGATION

  	
  42

  
	
  30

  	
  ENTRIES IN ACCOUNTS

  	
  42

  
	
  31

  	
  CERTIFICATES AND DETERMINATIONS

  	
  42

  
	
  32

  	
  REMEDIES AND WAIVERS

  	
  42

  
	
  33

  	
  ASSIGNMENT

  	
  42

  
	
  34

  	
  VARIATION

  	
  42

  
	
  35

  	
  RELEASE

  	
  43

  
	
  36

  	
  NOTICES AND DEMANDS

  	
  43

  
	
  37

  	
  COUNTERPARTS

  	
  43

  
	
  38

  	
  LAW
  AND JURISDICTION

  	
  43

  
	
  39

  	
  COLLATERAL
  AGENT

  	
  44

  
	
  40

  	
  INTERCREDITOR
  AGREEMENT

  	
  44

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  
	
  Forms
  of Letter for Security Accounts

  	
  45

  
	
   

  	
  Part 1
  — Notice to Account Bank

  	
  45

  
	
   

  	
  Part 2 — Acknowledgement of
  Account Bank

  	
  47

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
   

  
	
  Forms
  of Letter for Insurances

  	
  48

  
	
   

  	
  Part 1
  — Form of Notice of Assignment

  	
  48

  
	
   

  	
  Part 2 — Form of Letter
  of Undertaking

  	
  50

  



 


2

















 


	
  SCHEDULE
  3

  	
   

  
	
  Forms
  of Letter for Relevant Contracts

  	
  52

  
	
   

  	
  Part 1
  — Notice to Counterparty

  	
  52

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4

  	
   

  
	
  Shares

  	
  54

  
	
   

  	
  Part 1 — Dividend Mandate

  	
  54

  
	
   

  	
  Part 2 — Letter of Authority

  	
  55

  
	
   

  	
  Part 3 — Letter of
  Resignation

  	
  56

  
	
   

  	
  Part 4 — Letter of Authority
  to Date

  	
  57

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5

  	
   

  
	
  Excluded
  Collateral

  	
  58

  



 


3

















 


THIS
DEED is dated 1 March 2010
and made between:


 


(1)                                  SEAGATE TECHNOLOGY PLC with company registration number 480010 and
having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin
2, Ireland (the “Chargor”); and


 


(2)                                  WELLS FARGO BANK, NATIONAL
ASSOCIATION
having its registered office at 707 Wilshire Boulevard, 17th Floor, Los Angeles, California 90017, U.S.A.,
in its capacity as collateral agent for the Secured Parties pursuant to the
Indenture (the “Collateral Agent”).


 


RECITALS:


 


A.                                   Pursuant to the Indenture, Seagate Technology
International, as the issuer (the “Issuer”)
has issued USD$430,000,000 in aggregate principal amount of 10.00% Senior
Secured Second-Priority Notes due 2014 (the “Notes”)
and under the terms of the Indenture the Chargor is required to guarantee the
obligations arising under the Notes and other obligations under the Indenture
by way of the Second Supplemental Indenture and to provide security in support
of the Secured Obligations, subject only to the prior ranking security created
by the First Priority Debenture.


 


B.                                     Accordingly, as security for the Secured
Obligations, the Chargor has agreed to assign and charge by way of security in
favour of the Collateral Agent for the benefit of the Secured Parties, inter alia, all of its legal and
beneficial interest in the Security Assets, subject only to the prior ranking
security created under the First Priority Debenture.


 


C.                                     Pursuant to the Second Supplemental Indenture,
the Chargor is required to execute this Deed in favour of the Collateral Agent
for the benefit of the Secured Parties.


 


D.                                    The Chargor has (after giving due consideration
to the terms and conditions of the Indenture and the other Indenture Documents
and satisfying itself that it will derive direct and indirect economic and
corporate benefit from the arrangements contemplated in the Indenture and the
other Indenture Documents and that there are reasonable grounds for believing
that the entry into by it of this Deed will benefit it) decided in good faith
and for the purposes of its business to enter into this Deed and to create the
security expressed to be created by this Deed as a continuing security for the
payment and discharge of the Secured Obligations.


 


E.                                      The Collateral Agent has agreed to enter this
Deed as collateral agent for the Secured Parties.


 


F.                                      The Security granted hereunder in respect of
the Security Assets is subject to the terms, conditions and provisions of the
Intercreditor Agreement in all respects.


 


IT IS AGREED  AS FOLLOWS:


 


1.                                       INTERPRETATION


 


1.1                                 In this Deed (including its Recitals):


 


“Account Bank”  means a bank with which the Chargor holds
a Security Account.


 


“Act” means the Land and
Conveyancing Law Reform Act 2009.


 


“Authorisation”  means an authorisation, consent, approval,
resolution, licence, exemption, filing, notarisation or registration.


 


“Business Day”
means a day (other than a Saturday or a Sunday) on which banks are open for
business in Dublin.


 


4

















 


“Certificate of Title”
means any certificate of title on the Mortgaged Property provided to the Collateral
Agent as trustee for the Secured
Parties.


 


“Default Rate”  means the rate
per annum publicly announced by the Collateral Agent as its prime rate in
effect at its principal office on the date of a demand under this Deed.


 


“Delegate”  means any
delegate, agent, manager, attorney or co-trustee appointed by the Collateral Agent or any Receiver.


 


“Enforcement Date”  means the date on which an Event of
Default has occurred so long as it is continuing.


 


“Environmental Claim”  means any claim, suit
or proceeding by any person in respect of any Environmental Law.


 


“Environmental Law” means any applicable
law, regulation or other requirement having legal effect which relates to:


 


(a)                                  the
pollution of, protection of or prevention of harm to the environment; or


 


(b)                                 hazardous
or toxic substances, wastes or pollutants.


 


“Environmental Permits” means any permit and
other Authorisation and the filing of any notification, report or assessment
required under any Environmental Law for the operation of the business of the
Chargor conducted on or from the properties owned or used by the Chargor.


 


“Event of
Default”  means the occurrence of an Event of Default as
defined in the Indenture and/or the failure by the Chargor to observe or
perform any covenant or agreement contained in the Indenture Documents to which
it is a party or any default in the payment of any of the Secured Obligations.


 


“First Priority Debenture” means the first ranking debenture dated 1 March 2010
between the Chargor and JPMorgan Chase Bank, N.A. as administrative agent for
the Secured Parties (as defined therein) (as amended, supplemented or otherwise
modified from time to time).


 


“Fixtures” means all
fixtures and fittings (including trade fixtures and fittings) and fixed plant
and machinery of the Chargor.


 


“Floating Charge Assets”
means any of the Chargor’s assets charged by way of a floating charge under
this Deed.


 


“Indenture” means the Indenture dated 1 May 2009
and made among (1) the Issuer, (2) Seagate Technology, (3) Wells
Fargo Bank, National Association as Trustee and (4) the other guarantors
party thereto (as amended, supplemented or otherwise modified from time to
time).


 


“Indenture Documents” shall have the meaning
given to it in the U.S. Security Agreement.


 


“Insurances”  means any contract of insurance or
re-insurance taken out by or on behalf of the Chargor or under which it has a
claim.


 


“Intellectual Property”
means any and all its discoveries, inventions, concepts, ideas, patents, trade
marks, service marks, registered designs, drawings, utility models, design
rights, copyright (including the copyright in software in any code), database
rights, trade 


 


5

















 


secrets and other confidential information, technical information,
technology, know-how, business ideas, methods, techniques, concepts, business
or trade names, goodwill and all its other intellectual property and rights of
a similar or corresponding nature in any part of the world, whether registered
or not, or capable of registration or not, and including all applications and
the right to apply for any of the foregoing rights.


 


“Intercreditor
Agreement”  means the intercreditor agreement dated 1 May 2009
between, amongst others, JPMorgan Chase
Bank, N.A. as administrative agent, the Issuer, the Borrower and the
Collateral Agent as supplemented or amended or otherwise modified from time to
time.


 


“Investments” means, for
the Chargor:


 


(a)                                  the Shares of the Chargor;


 


(b)                                 all other shares, stocks, debentures, bonds,
warrants, coupons and other securities and investments of the Chargor; and


 


(c)                                  any declarations of trust and/or nominee
agreements in relation to the Shares of the Chargor and in relation to all
other shares, stocks, debentures, bonds, warrants, coupons and other securities
and investments of the Chargor,


 


and in the case of paragraphs (a) and (b) whether
certificated or uncertificated, physical or dematerialised, registered or
unregistered, held directly by or to the order of the Chargor or by any
trustee, nominee, fiduciary or clearing system on its behalf and all rights
against such trustee, nominee, fiduciary or clearing system, held by the
Chargor.


 


“Legal Reservations”
means:


 


(a)                               the
principle that equitable remedies may be granted or refused at the discretion
of a court and the limitation of enforcement by laws relating to insolvency,
reorganisation and other laws generally affecting the rights of creditors;


 


(b)                                 the
time barring of claims and defences of set-off or counterclaim; and


 


(c)                               similar
principles, rights and defences under the laws of any Relevant Jurisdiction.


 


“Mortgaged Property” means
all freehold, leasehold and other immovable property in which the Chargor holds
or acquires a legal or beneficial interest, both now and in future.


 


“Party” means a party to
this Deed.


 


“Permitted Encumbrances”
means those encumbrances expressly permitted under Section 4.08 and Section 4.20
of the Indenture.


 


“Planning Acts” means all laws (whether
criminal, civil or administrative) including common law, statute, statutory
instruments, directives, regulations, bye-laws, orders, codes, judgments and
other legal measures having the force of law concerning planning matters
including the Planning and Development Acts 2000 to 2006, the Building Control
Acts 1990 and 2007, the Local Government (Planning and Development) Acts 1963
to 1999 and any regulations issued pursuant thereto and any extant order or
regulation made or confirmed under any of them.


 


“Plant and Machinery”
means all plant, machinery, computers, office equipment or vehicles of the
Chargor.


 


6

















 


“Premises” means all
buildings and erections included in the Chargor’s Mortgaged Property.


 


“Receiver” means a
receiver or a receiver and manager, in either case, appointed under this Deed.


 


“Related Company” means a
company which is related within the meaning of Section 4(5) of the
Companies (Amendment) Act 1990.


 


“Relevant Contract” means
any agreement to which the Chargor is a party and which the Chargor and the Collateral
Agent may from time to time designate a
Relevant Contract.


 


“Relevant
Jurisdiction”  means, in relation to the Chargor:


 


(a)                                  its jurisdiction of incorporation; and


 


(b)                                 any jurisdiction where it conducts its
business.


 


“Second Supplemental Indenture”
means the agreement dated as of 1 March 2010 among the Issuer, the Chargor
and the Collateral Agent whereby the Chargor has agreed to become a guarantor
under the Indenture.


 


“Secured Obligations” has
the meaning ascribed to “Obligations”
in the U.S. Security Agreement.


 


“Secured Parties” has the meaning given to
it in the U.S. Security Agreement.


 


“Security”  means any Security Interest created,
evidenced or conferred by or under this Deed.


 


“Security Account” means:


 


(a)                                  any account specified in Part 5 of
Schedule 1 (Security Assets);
and


 


(b)                                 any other account which the Chargor and the Collateral
Agent may from time to time designate a
Security Account.


 


“Security Assets” means
all assets of the Chargor the subject of this Security.


 


“Security Interest” means
a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar
effect.


 


“Security Period” means
the period commencing on the date of execution of this Deed and terminating on
the date when all the Secured Obligations have been paid in full.


 


“Shares” means all shares
the subject of this Security.


 


“Subsidiary” shall be
construed as a subsidiary undertaking within the meaning of Regulation 4 of the
European Communities (Companies: Group Accounts) Regulations 1992.


 


“Tax” means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same).


 


7

















 


“U.S. Security Agreement”
means the second lien U.S. security agreement dated 1 May 2009 made among (1) Seagate
Technology, (2) the Issuer, (3) the Collateral Agent and (4) each
of the other subsidiaries of Seagate Technology listed in Schedule I thereto
(as amended, supplemented or otherwise modified from time to time).


 


“VAT” means value added tax
as provided for in the Value Added Tax Act 1972 (“VATA”) and any Tax which may be levied in accordance with
Directive 2006/112/EC whether in Ireland or elsewhere and any other tax of a
similar nature.


 


1.2                                 Unless
a contrary indication appears, any reference in this Deed to:


 


(a)                                  the “Chargor”, any “Secured Party”, the “Collateral
Agent”, any “Party”
or any other person shall be construed so as to include its successors in
title, permitted assigns and permitted transferees and in the case of the
Collateral Agent, any person for the time being appointed as Collateral Agent
in accordance with the Indenture Documents;


 


(b)                                 an “agreement” includes any agreement,
arrangement, instrument, contract or deed (in each case whether oral or written);


 


(c)                                  an “amendment” includes a supplement, novation
or re-enactment and “amended”
shall be construed accordingly;


 


(d)                                 “assets” includes present and future assets,
properties, revenues and rights of every description;


 


(e)                                  “this Deed” means this Debenture;


 


(f)                                    “dispose” includes part with possession of,
grant any interest in, sell, lease, licence, discount, factor, loan, assign,
convey, agree to convey, transfer, release, exchange and set-off and “disposal” shall be construed accordingly;


 


(g)                                 the “U.S. Security Agreement”, the “Indenture”, an “Indenture Document” or any other agreement is a reference to
the U.S. Security Agreement, the Indenture, that Indenture Document or other
agreement as amended, extended or restated;


 


(h)                                 a “filing” includes any filing, registration,
recording or notice and “filed”
shall be construed accordingly;


 


(i)                                     “including” means including without
limitation and “includes” and “included” shall be construed accordingly;


 


(j)                                     “indebtedness” includes any obligation
(whether incurred as principal or as surety) for the payment or repayment of
money, whether present or future, actual or contingent;


 


(k)                                  “insolvency” includes insolvency,
winding-up, dissolution, examinership, the granting of court protection,
administration, liquidation, bankruptcy, composition or arrangement and other
similar events under the laws of any jurisdiction;


 


(l)                                     “losses” includes losses, actions, damages,  claims, proceedings, costs, demands,
expenses (including fees) and liabilities and “loss” shall be construed accordingly;


 


8

















 


(m)                               a “person” includes any individual, firm,
company, corporation, government, state or agency of a state or any
association, trust, joint venture, consortium or partnership (whether or not
having separate legal personality);


 


(n)                                 a “regulation” includes any regulation, rule,
official directive, request or guideline (whether or not having the force of
law) of any governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation;


 


(o)                                 a
provision of law or regulation is a reference to that provision as amended; and


 


(p)                                 a
time of day is a reference to Dublin time.


 


1.3                                 Words
in the singular shall include the plural and vice versa.


 


1.4                                 Clause
and Schedule headings are for ease of reference only.


 


1.5                                 Unless
a contrary indication appears, a term used and defined in the Indenture that is
not defined in this Deed has the same meaning in this Deed as in the Indenture.


 


1.6                                 Any
covenant, undertaking or agreement of the Chargor under this Deed remains in
force during the Security Period.


 


1.7                                 It is intended that this document takes effect
as a deed notwithstanding the fact that the Collateral Agent may only execute
this document under hand.


 


1.8                                 If an amount paid to a Secured Party under this
Deed is capable of being avoided or otherwise set aside on the insolvency of
the payer or otherwise, then that amount will not be considered to have been
irrevocably paid for the purposes of this Deed.


 


1.9                                 Unless the context otherwise requires, a
reference to a Security Asset includes:


 


(a)                                  any part of that Security Asset;


 


(b)                                 the proceeds of sale of all or any part of that
Security Asset;


 


(c)                                  any monies and proceeds paid or payable in
respect of that Security Asset including all rights to be paid or receive
compensation under any statute or enactment by reason of any compulsory
acquisition or other exercise of compulsory or similar powers in relation to
that Security Asset by any local or other authority or government agency or
body or any refusal, withdrawal or modification of any planning permission or
approval relative thereto or any control or limitation imposed upon or
affecting the use of that Security Asset;


 


(d)                                 all rights under any licence, agreement for
sale or agreement for lease in respect of that Security Asset;


 


(e)                                  all rights, powers, benefits, claims,
contracts, warranties, remedies, Security Interests, guarantees, indemnities,
covenants, agreements or undertakings in respect of that Security Asset; and


 


(f)                                    any present and future assets of that type.


 


1.10                           Unless the context otherwise requires, a
reference in this Deed to any Mortgaged Property includes:


 


9

















 


(a)                                  all buildings, erections and Fixtures from time
to time on that Mortgaged Property owned by the Chargor;


 


(b)                                 the benefit of any covenant for title given or
entered into by any predecessor in title of the Chargor in respect of that
Mortgaged Property and any monies paid or payable in respect of that covenant.


 


1.11                           (a)                                 All this Security:


 


(i)                                     is created in favour of the Collateral Agent
subject to, and for the beneficiaries specified in, clause 1.11(b); and


 


(ii)                                  is a continuing security for the payment,
discharge and performance of all the Secured Obligations.


 


(b)                                 The Collateral Agent holds the benefit of this
Deed on trust for the Secured Parties.


 


1.12                           The fact that no, or incomplete, details of any
Security Asset are inserted in the Schedules hereto does not affect the
agreement of the Parties to create a mortgage, an assignment or a second fixed
charge as applicable over that Security Asset.


 


1.13                           An Event of Default is “continuing” if it has not been remedied or
waived.


 


1.14                           This Deed is a “Security Agreement” under the terms of the Indenture.


 


2.                                       COVENANT TO PAY


 


2.1                                 The Chargor (as primary obligor and not merely as surety)
unconditionally and irrevocably covenants with the Collateral Agent that it
will on the Collateral Agent’s written demand:


 


(a)                                  pay or discharge the Secured Obligations in the
manner provided in the relevant Indenture Documents and


 


(b)                                 pay or discharge on demand to the Collateral
Agent all costs, charges, expenses and other sums (banking, legal or otherwise)
on a full indemnity basis howsoever incurred or to be incurred by the
Collateral Agent or by or through any Receiver or Delegate (including, without
limitation, the remuneration of any of them) for any of the purposes referred
to in this Deed or in relation to the enforcement of this Security.


 


2.2                                 The Secured Obligations shall immediately
become due and payable on demand by the Collateral Agent (as and when the
Collateral Agent becomes entitled to make such a demand under the Indenture).


 


2.3                                 The making of one demand shall not preclude the
Collateral Agent from making any further demands.


 


3.                                       INTEREST


 


The Chargor shall pay interest at the Default Rate (as well after as
before judgment) on any amount for the time being due from the Chargor to the
Collateral Agent under this Deed from the date of a demand for payment under
this Deed until payment in full. 
Interest payable under this clause shall be compounded with rests on
such days as the Collateral Agent shall from time to time decide but without
prejudice to the right of the Collateral Agent to require payment of such
interest when due.


 


10
















 


4.                                       PAYMENTS


 


4.1                                 All
payments by the Chargor under this Deed shall be made to the Collateral Agent on behalf of the
Secured Parties to its account at such office or such bank as it may notify to
the Chargor for this purpose.


 


4.2                                 Payments
under this Deed to the Collateral
Agent shall be made for value on the due date at such
times and in such funds specified by the Collateral Agent as being customary at the
time for the settlement of transactions in the relevant currency in the place
for payment.


 


4.3                                 If a
payment under this Deed is due on a day which is not a Business Day, the due
date for that payment shall instead be the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if there is
not).


 


4.4                                 The Chargor shall pay all monies due under this
Deed free and clear and without deduction for or on account of either any
set-off or counterclaim or any and all present or future taxes, levies,
imposts, charges, fees, deductions or withholdings.  If any sums payable under this Deed shall be
or become subject to any such deduction or withholding, the amount of such
payments shall be increased so that the net amount received by the Collateral
Agent shall equal the amount which, but for such deduction or withholding,
would have been received by the Collateral Agent under this Deed.


 


5.                                       LIMITATIONS


 


This Deed does
not render any liability a Secured Obligation to the extent that doing so would
result in this Deed constituting unlawful financial assistance within the
meaning of Section 60 of the Companies Act 1963 or any equivalent and
applicable provisions under the laws of any Relevant Jurisdiction.


 


6.                                       CURRENCY CONVERSIONS


 


6.1                                 The
liability of the Chargor under this Deed shall be to pay the Collateral Agent the full amount
of the Secured Obligations in each currency in which they are for the time
being denominated provided that if and to the extent that the Chargor shall not
pay such amount in such currency the Collateral Agent may accept payment of all
or part of such amount in any other currency and/or require the Chargor, in
substitution for its liability to pay such amount in such currency, to pay an
amount in euro which is equivalent to the amount of such currency remaining
unpaid (and in either case the provisions of clause 6.3 shall apply).


 


6.2                                 For
the purpose of, or pending the discharge of, any of the Secured Obligations,
the Collateral Agent may
convert any monies received, recovered or realised by the Collateral Agent or any Receiver
under this Deed (including the proceeds of any previous conversion under this
clause 6)
from their existing currencies of denomination into such other currencies of
denomination as the Collateral
Agent may think fit (and the provisions of clause 6.3 shall
apply).  Each reference in this clause 6.2 to a currency
extends to funds of that currency.


 


6.3                                 The
equivalent on any day in one currency of any amount denominated in another
currency shall be an amount in the first currency equal to the amount which the
Collateral Agent
would have received if the Collateral
Agent had on such day (or, if such day shall not be a
Business Day, on the next succeeding Business Day) made a purchase of the first
currency with such amount of such other currency at the then prevailing spot
rate of exchange of the Collateral
Agent less all costs, charges and expenses incurred by
the Collateral Agent or
on its behalf in connection with such a purchase.


 


11

















 


7.                                       CREATION OF SECURITY


 


7.1                                 The Chargor as legal and beneficial owner and
registered owner or as the person entitled to be registered as owner as the
case may be, hereby CHARGES by way
of second fixed charge unto the Collateral Agent, free from all liens, charges
and other encumbrances (other than Permitted Encumbrances) and subject to the
prior ranking security created under the First Priority Debenture, the
Mortgaged Property with the payment, performance and discharge of the Secured
Obligations.


 


7.2                                 The Chargor, as beneficial owner, mortgages,
free from all liens, charges and other encumbrances (other than Permitted
Encumbrances) and subject to the prior ranking security created under the First
Priority Debenture:


 


(a)                                  the Shares that are registered in the name of
the Chargor and all other shares, stocks, debentures, bonds, warrants, coupons
and other securities and investments owned by it; and


 


(b)                                 all the Shares and all other shares, stocks,
debentures, bonds, warrants, coupons and other securities and investments that
are subject to declarations of trust and nominee agreements in favour of the
Chargor and any rights attaching and any dividend or interest paid or payable
in relation to them and any rights, monies or property accruing or offered at
any time in relation to them (whether by way of redemption, substitution,
exchange, bonus, under option rights or otherwise) and all its interest in all
declarations of trust and nominee agreements in relation to those Shares and
those other shares, stocks, debentures, bonds, warrants, coupons or other
securities and investments.


 


7.3                                 The Chargor, as beneficial owner, assigns
absolutely, free from all liens, charges and other encumbrances (other than
Permitted Encumbrances) and subject to the prior ranking security created under
the First Priority Debenture:


 


(a)                                  all its Plant and Machinery; and


 


(b)                                 all its interest in any plant, machinery,
computers, office equipment and vehicles in its possession to the extent of
that interest,


 


subject to a proviso for reassignment on redemption.


 


7.4                                 The Chargor, as beneficial owner, charges by
way of a second fixed charge and subject to the prior ranking security created
under the First Priority Debenture all of its rights in respect of any amount
standing to the credit of any Security Account (if any) and the debt
represented by that account.


 


7.5                                 The Chargor, as beneficial owner, charges by
way of a second fixed charge and subject to the prior ranking security created
under the First Priority Debenture:


 


(a)                                  all of its book and other debts; and


 


(b)                                 all other monies due and owing to it.


 


7.6                                 (a)                                  The Chargor, as beneficial owner, assigns
absolutely to the Collateral Agent, for the benefit of the Secured Parties,
free from all liens, charges and other encumbrances (other than Permitted
Encumbrances), subject to the prior ranking security created under the First
Priority Debenture and subject to a proviso for reassignment on redemption, all
its Insurances.


 


12

















 


(b)                                 The assignment in paragraph (a) of this
clause 7.6 excludes all amounts received or receivable under or in
connection with any third party liability Insurance and which is required to
settle a liability of the Chargor to a third party.


 


7.7                                 (a)                                  The Chargor, as beneficial owner, assigns
absolutely, subject to the prior ranking security created under the First
Priority Debenture and subject to a proviso for re-assignment on redemption,
all of its rights in respect of its Relevant Contracts.


 


(b)                                 To the extent that they do not fall within
paragraph (a) of this clause 7.7 or are not effectively assigned
under paragraph (a) of this clause 7.7, the Chargor charges by way of
a first fixed charge all of its rights under each agreement and document to
which it is a party including, for the avoidance of doubt:


 


(i)                                     any letter of credit issued in its favour; and


 


(ii)                                  any bill of exchange or other negotiable
instrument held by it.


 


7.8                                 (a)                                  The Chargor, as beneficial owner, assigns
absolutely, subject to the prior ranking security created under the First
Priority Debenture and subject to a proviso for reassignment on redemption, all
of its Intellectual Property.


 


(b)                                 To the extent that any right described in
paragraph (a) of this clause 7.8 cannot be assigned, the Chargor licences
the same to the Collateral Agent absolutely for the full period and extent of
such rights and it hereby undertakes to hold such rights and the entire benefit
of such rights upon trust for the Collateral Agent absolutely.


 


(c)                                  The Chargor covenants that at the request of
the Collateral Agent it will at all times hereafter do all such acts and
execute all such documents as may be necessary or desirable to secure the
vesting in the Collateral Agent of all rights assigned or licensed to it under
this clause 7.8.


 


7.9                                 The Chargor, as beneficial owner, charges by
way of a second fixed charge, free from all liens, charges and other
encumbrances (other than Permitted Encumbrances) and subject to the prior
ranking security created under the First Priority Debenture:


 


(a)                                  its goodwill;


 


(b)                                 the benefit of any Authorisation (statutory or
otherwise) held in connection with its business or the use of any Security
Asset; and


 


(c)                                  its uncalled capital and its called but unpaid
capital.


 


7.10                           The
Chargor as beneficial owner,
charges by way of second fixed charge, free from all liens, charges and other
encumbrances (other than Permitted Encumbrances) and subject to the prior ranking security created under the First
Priority Debenture, the following covenants,
agreements and rights:-


 


(a)                                  any
covenant agreement or undertaking in relation to the construction and
maintenance of roads, pavements and utilities for services abutting and serving
the Mortgaged Property or charges, levies or such like in respect of the same
or the taking in charge thereof by the local authority and any indemnity in respect
of the matters aforesaid;


 


13

















 


(b)                                 any
right, benefit or agreement made between it and the local authority pursuant to
which it has been or may be granted rights of access or rights of way in
relation to Mortgaged Property;


 


(c)                                  any
covenant, agreement, guarantee or indemnity in respect of the construction and
maintenance of the buildings now erected or in the course of erection or
hereafter to be erected on the Mortgaged Property the benefit of which is vested
in it; and


 


(d)                                 all
of its rights to be paid or receive compensation under any statute by reason of
any compulsory acquisition or other exercise of compulsory powers in relation
to the Mortgaged Property or any refusal, grant subject to conditions, withdrawal
or modification of planning permission or approval relative thereto or any
control or limitation imposed upon or affecting the use of the Mortgaged
Property and so that the production of these presents to the person liable to
pay such compensation shall be sufficient authority to it or him to pay such
moneys to the Collateral Agent.


 


7.11                           To the extent that any Security Asset is not
effectively mortgaged or assigned under this Deed, the Chargor charges as
beneficial owner by way of second fixed charge that Security Asset.


 


7.12                           (a)                                  The Chargor, as beneficial owner, charges by
way of a second floating charge, free from all liens, charges and other
encumbrances (other than Permitted Encumbrances) and subject to the prior
ranking security created under the First Priority Debenture, its undertaking
and all of its assets both present and future whatsoever and wheresoever which
are at any time and from time to time not otherwise effectively mortgaged,
assigned or charged by way of fixed charge under this Deed.


 


(b)                                 The Collateral Agent may by notice in writing
to the Chargor convert the floating charge created by the Chargor under this
Deed into a fixed charge as regards any of the Chargor’s assets specified in
that notice, if:


 


(i)                                     an Event of Default has occurred and is
continuing;


 


(ii)                                  the Collateral Agent considers those assets to
be in danger of being seized or sold under any form of distress, attachment,
execution or other legal process or to be otherwise in jeopardy;


 


(iii)                               the Chargor fails to comply, or takes or
threatens to take any action which, in the opinion of the Collateral Agent,
will result in it failing to comply, with its obligations under clause 9 (Restrictions on Dealing) in respect of
those assets;


 


(iv)                              an event occurs which the Collateral Agent
considers could affect the priority of this Security;


 


(except
that, unless and until the Collateral Agent has notified the Chargor that an
Event of Default has occurred and is continuing (during the continuance of
which the Chargor shall not sell, convey, lease, lend or otherwise dispose of
any Collateral), the Chargor shall be permitted to sell, convey, transfer,
lease, lend, or otherwise dispose of its assets in accordance with the
Indenture Documents.)


 


(c)                                  The floating charge created under this Deed
will (in addition to the circumstances in which the same will occur under
general law) automatically convert into a fixed charge over all of the Chargor’s
assets, if:


 


14

















 


(i)                                     an examiner is appointed or a petition is
presented to appoint an examiner to the Chargor or a Related Company of the
Chargor or where the protection of the court is sought by the Chargor or a
Related Company of the Chargor;


 


(ii)                                  a resolution is passed or an order is made for
the insolvency or re-organisation of the Chargor (other than a solvent
re-organisation permitted by the terms of the Indenture Documents);


 


(iii)                               a petition is presented for the compulsory
winding up of the Chargor;


 


(iv)                              a meeting is convened for the passing of a
resolution for the voluntary winding up of the Chargor;


 


(v)                                 the Chargor ceases to carry on its business or
be a going concern without the prior written consent of the Collateral Agent;


 


(vi)                              any person levies or attempts to levy any
distress, execution or other process against any Security Asset;


 


(vii)                           any other event occurs resulting in the
conversion into a fixed charge of any other floating charge given by the
Chargor to any person including any Secured Party; or


 


(viii)                        the Chargor resolves to take or takes any step
to:


 


(A)                              create a Security Interest over any of its
Floating Charge Assets;


 


(B)                                create a trust over any of its Floating Charge
Assets; or


 


(C)                                dispose of any of its Floating Charge Assets,


 


except by way of a
sale in the ordinary course of the Chargor’s business or as otherwise permitted
by the Indenture
Documents.


 


(d)                                 The giving by the Collateral Agent of a notice
under paragraph (b) above in relation to any asset of the Chargor will not
be construed as a waiver or abandonment of the Collateral Agent’s rights to
give any other notice in respect of any other asset or of any other right of
any Secured Party under this Deed or any other Indenture Document.


 


(e)                                  Any asset acquired by the Chargor after the
crystallisation of the floating charge created under this Deed which, but for
such crystallisation, would be subject to a floating charge shall (unless the
Collateral Agent confirms in writing to the contrary) be charged by way of
first fixed charge.


 


(f)                                    Notwithstanding anything to the contrary contained herein, the Security
Assets shall not include any asset or property if (i) the Collateral Agent
determines, after consultation with the Issuer, that the granting of a security
interest therein would (x) violate the law of the jurisdiction in which
such Security Asset is located or the law of the jurisdiction where the Person
owning such asset or property is organised, (y) violate the terms of any
material contract binding on the Chargor, Seagate Technology, the Issuer or any
Subsidiary (but only to the extent that the restrictions in all such contracts,
taken as a whole, do not materially limit the collateral that would otherwise
be pledged to secure the Secured Obligations or (z) result in a material
tax consequence to the Chargor or (ii) if the Collateral Agent shall 


 


15

















 


determine
that the cost to the Chargor, Seagate Technology, the Issuer or any Subsidiary
of granting and perfecting such security interest would be excessive in view of
the related benefits to be received by the Collateral Agent therefrom provided
that any collateral excluded hereunder shall be specified in Schedule 6, as
modified by the Collateral Agent from time to time.


 


8.                                       REPRESENTATIONS


 


The Chargor makes the representations and warranties set out in this
clause 8 to the Collateral Agent for the benefit of the Secured Parties.


 


8.1                                 It
is duly incorporated and validly existing under the laws of the jurisdiction of
its incorporation.


 


8.2                                 It
has the power to enter into, exercise its rights and perform and comply with
its obligations under this Deed and the other Indenture Documents to which it
is a party.


 


8.3                                 All
Authorisations required or desirable:


 


(a)                                  to
enable it to enter into, exercise its rights and perform and comply with its
obligations under this Deed and the other Indenture Documents to which it is a
party; and


 


(b)                                 to
ensure that those obligations are valid and legally binding and enforceable
subject to the Legal Reservations,


 


have been
obtained or effected and are in full force and effect except any Authorisation
referred to in clause 8.7,
which Authorisation will be promptly obtained or effected after the date of
this Deed and in any event prior to the time by which such Authorisation is
required to be obtained or effected.


 


8.4                                 Its
obligations under this Deed rank and will rank at least pari passu with the
claims of all of its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by law applying to companies generally.


 


8.5                                 Its
entry into, exercise of its rights and/or performance of or compliance with its
obligations under this Deed and the other Indenture Documents to which it is a
party do not conflict with, or exceed any charging or other power or
restriction granted or imposed by:


 


(a)                                  any
law or regulation applicable to it (including Section 60 of the Companies
Act 1963 and Section 31 of the Companies Act 1990); or


 


(b)                                 its
constitutional documents.


 


8.6                                 Its
obligations under this Deed and the other Indenture Documents to which it is a
party are valid and legally binding and enforceable subject to the Legal
Reservations.


 


8.7                                 It
is not necessary that this Deed be filed, recorded or enrolled with any court
or other authority in Ireland or any of its Relevant Jurisdictions or that any
stamp, registration or similar Tax be paid on or in relation to this Deed
except registration of particulars of this Deed at the Companies Registration
Office in Ireland under Section 99 of the Companies Act 1963 and payment
of associated fees, which registration, will be made and paid promptly after
the date of this Deed and in any event prior to the time required to be made
and paid if this Deed is to remain valid or if interest or penalties are to be
avoided with respect to the registration, filing, Taxes or fees.


 


16

















 


8.8                                 Its
entry into, exercise of its rights and/or performance of or compliance with its
obligations under this Deed and the other Indenture Documents to which it is a
party do not and will not:


 


(a)                                  conflict
with any agreement to which it is a party or which is binding on it or any of
its assets; or


 


(b)                                 result
in the existence of, or oblige it to create any Security Interest over those
assets (other than the Security Interests created hereunder).


 


8.9                                 None
of its assets are affected by any Security Interest except as permitted by the
Indenture and it is not a party to, nor are any of its assets bound by, any
order or agreement under which it is, or in certain events may be, required to
create, assume or permit to arise any Security Interest other than the First
Priority Debenture and this Deed, nor is any guarantee, indemnity or other
contingent liability held by or owing to a third party from or by it, except as
permitted by the Indenture Documents.


 


8.10                           It
has good title to all Security Assets material to its business which it has
charged pursuant to this Deed except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilise such Security Assets for their intended purposes and subject to
Permitted Encumbrances.


 


8.11                           All
amounts payable by it under this Deed may be made free and clear of and without
deduction for or on account of any tax.


 


8.12                           It
will not be entitled to claim immunity from suit, execution, attachment or
other legal process in any proceedings taken in relation to this Deed.


 


8.13                           It
is not unable or deemed to be unable to pay its debts within the meaning of Section 214
of the Companies Act 1963 or Section 2(3) of the Companies
(Amendment) Act 1990 or any analogous legislation at the time of entering into
this Deed and remains able to pay its debts and did not become unable to pay
its debts as a consequence of entering into this Deed.


 


8.14                          No meeting
of the directors or members of the Company has been convened for the purposes
of considering any resolution for its winding-up or liquidation or for putting
the Company into examination or insolvency or with a view to a composition,
assignment or arrangement with its creditors generally (or any class of its
creditors) nor so far as the Company is aware has any meeting been convened for
the purposes of considering any event similar or analogous to the foregoing.


 


8.15                          Its
centre of main interest (as that term is used in Article 3(1) of The
Council of the European Union Regulation No. 1346/2000 on Insolvency
Proceedings (the “Regulation”)) is
situated in its jurisdiction of incorporation and it has no “establishment” (as
that term is used in Article 2(h) of the Regulation) in any other
jurisdiction.


 


8.16                          This Deed creates the Security Interests it
purports to create (subject to the Legal Reservations) and is not liable to be
avoided or otherwise set aside on its insolvency or otherwise.


 


8.17                          This Deed is effective to create a valid and
enforceable second priority Security Interest over or in respect of the
Security Assets in favour of the Collateral Agent ranking in priority to the
interests of any liquidator (or similar officer) or creditor of the Chargor but
ranking after the interests created by the First Priority Debenture.


 


8.18                          Other than as permitted by the Indenture and
subject to clause 8.20 it is the sole legal and beneficial owner of its
Security Assets.


 


17

















 


8.19                           (a)                                 The information supplied to the solicitors who
prepared any Certificate of Title relating to any of its Mortgaged Property for
the purpose of that Certificate of Title was true in all material respects at
the date it was expressed to be given.


 


(b)                                The information referred to in paragraph (a) above
was at the date it was expressed to be given complete and did not omit any
information which, if disclosed, would make that information untrue or
misleading in any material respect or would cause any Certificate of Title
relating to any of its Mortgaged Property to be qualified in any way.


 


(c)                                 As at the date of this Deed, nothing has
occurred since the date any information referred to in paragraph (a) above
was given which, if disclosed, would make that information untrue or misleading
in any material respect.


 


8.20                           Except as disclosed in any Certificate of Title
relating to any of its Mortgaged Property:


 


(a)                                  it is the sole legal and beneficial owner of
its Mortgaged Property;


 


(b)                                 no breach of any law, regulation or covenant is
outstanding which affects or would be reasonably likely to affect the value,
saleability or use of its Mortgaged Property;


 


(c)                                  there are no covenants, agreements,
stipulations, exceptions, reservations, conditions, interest, rights or other
matters whatsoever affecting its Mortgaged Property which conflict with its
present use or adversely affect the value, saleability or use of any of such
Mortgaged Property;


 


(d)                                 nothing has arisen or has been created or is
subsisting which is a burden affecting any of its Mortgaged Property other than
the First Priority Debenture;


 


(e)                                  all facilities (including access) necessary for
the enjoyment and use of its Mortgaged Property (including those necessary for
the carrying on of its business) are enjoyed by its Mortgaged Property and none
of those facilities are on terms entitling any person to terminate or curtail
its use or on terms which conflict with or restrict its use;


 


(f)                                    it has received no notice of any adverse claims
by any person in respect of its Mortgaged Property or any interest in it; and


 


(g)                                 its Mortgaged Property is held by it free from
any Security Interest (except for those created by or under this Deed and the
First Priority Debenture) or any lease or licence which would be reasonably
likely to  affect its value, saleability
or use.


 


8.21                           The Chargor is:


 


(a)                                  performing all the terms on its part contained
in any lease, agreement for lease, licence or other agreement which gives the
Chargor a right to occupy or use property comprised in its Mortgaged Property;


 


(b)                                 not doing or allowing to be done any act as a
result of which any lease under which it holds any Mortgaged Property may
become liable to forfeiture or otherwise be terminated; and


 


(c)                                  duly and punctually complying with all
covenants and stipulations affecting its Mortgaged Property or the facilities
(including access) necessary for the enjoyment and use of its Mortgaged
Property.


 


18

















 


8.22                           (a)                                 The Chargor makes the representations and
warranties set out in this clause 8 on the date of this Deed.


 


(b)                                 The representations and warranties in this
clause 8 shall be true and accurate throughout the continuance of this
Deed with reference to the facts and circumstances subsisting from time to
time.


 


8.23                          The Intellectual Property which is material to
its business is free of any Security Interests (except for those created by or
under this Deed and Permitted Encumbrances) and any other right or interests
(including any licenses) in favour of third parties.


 


9.                                       RESTRICTIONS ON
DEALINGS


 


9.1                                 The Chargor shall not, during the Security
Period, without the prior written consent or agreement of the Collateral Agent
(such consent or agreement not to be unreasonably withheld):


 


(a)                                  create or permit to subsist any Security
Interest (other than Permitted Encumbrances) over any of its assets;


 


(b)                                 enter into any arrangement under which money or
the benefit of a bank account or other account may be applied, set-off or made
subject to a combination of accounts; or


 


(c)                                  either in a single transaction or in a series
of transactions (whether related or not) and whether voluntarily or
involuntarily dispose of any asset other than any disposal of its Floating
Charge Assets in the ordinary course of its business,


 


except (in each case) as permitted pursuant to the provisions of the
Indenture Documents to which it is a party and save in respect of the First
Priority Debenture.


 


9.2                                 The Chargor shall at all times conduct and
carry on its business in a proper and efficient manner and not make any
substantial alteration in the nature of or mode of conduct of that business and
keep, or cause to be kept, proper books of account relating to such business.


 


9.3                                 The Chargor shall not do or cause or permit to
be done anything which may in any way jeopardise or otherwise prejudice this
Security.


 


9.4                                 All
rights of the Chargor in relation to all credit balances to which the Chargor
is entitled on any account at any office of any bank or other financial institution,
including the Collateral Agent, shall not be capable of assignment by the
Chargor, except as permitted under the Indenture Documents to which it is a
party or with the prior consent of the Collateral Agent.


 


9.5                                 Except
as otherwise permitted under the Indenture Documents to which it is a party or
with the prior consent of the Collateral Agent, the Chargor shall not, during
the Security Period, transfer, factor, discount, sell, release, compound,
subordinate, defer, or vary the terms of any book or other debts or monetary
claims for the time being due, owing or payable to the Chargor, nor otherwise
deal with the same except by getting in the same in the usual course of trading
or the Chargor’s ordinary course of business.


 


10.                                 REAL PROPERTY


 


10.1                          Except where failure to do so, individually or
in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect, the Chargor shall:


 


19

















 


(a)                                  obtain all Environmental Permits required by
law;


 


(b)                                 comply in all respects with any Environmental
Permit or Environmental Law applicable to it;


 


(c)                                  use reasonably commercial efforts to procure
that any occupier of any Mortgaged Property complies with any Environmental
Permit or Environmental Law applicable to it;


 


(d)                                 ensure that no Secured Party incurs any
liability by reason of any breach by it of any Environmental Law or
Environmental Permit; and


 


(e)                                  promptly upon becoming aware, notify the
Collateral Agent of any pending or, to its knowledge, threatened Environmental
Claim.


 


10.2                          The Chargor shall, within 14 days after the
receipt by it of any application, requirement, order or notice served or given
by any public or other authority with respect to its Mortgaged Property (or any
part of it) which would or would be reasonably likely to have a Material
Adverse Effect on the business, operations, assets generally or condition
(financial or otherwise) of the Chargor:


 


(a)                                  deliver a copy to the Collateral Agent; and


 


(b)                                 inform the Collateral Agent of the steps taken
or proposed to be taken to comply with the relevant application, requirement,
order or notice.


 


10.3                          Except where failure to do so, individually or
in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect, the Chargor:


 


(a)                                  shall perform all the terms on its part
contained in any lease, agreement for lease, license or other agreement which
gives it a right to occupy or use property comprised in its Mortgaged Property;


 


(b)                                 shall not do or allow to be done any act as a
result of which any lease under which it holds any Mortgaged Property may
become liable to forfeiture or otherwise terminated; and


 


(c)                                  shall duly and punctually comply with all
covenants and stipulations affecting Mortgaged Property or the facilities
(including access) necessary for the enjoyment and use of its Mortgaged
Property and indemnifies each Secured Party in respect of any breach of those
covenants and stipulations.


 


10.4                          The Chargor assents to the registration as
burdens on the folio of any Mortgaged Property now owned by it or acquired by
it after the date of this Deed that is registered land of which it is the
registered owner or the person entitled to be registered owner:


 


(a)                                  of the fixed or specific charge hereby created
on the said registered land;


 


(b)                                 on crystallisation of the floating charge, of
such crystallised charge; and


 


(c)                                  of the power of any Receiver appointed
hereunder to charge the said registered land.


 


The address of the Collateral Agent in the State for service of notices
and its description is c/o Chief Compliance Officer,
Wells Fargo Bank International, 2 Harbourmaster Place, IFSC, Dublin 1, Ireland, Financial Institution.


 


20
















 


10.5                          The Chargor shall upon the execution of this
Deed, and promptly upon the acquisition by it of any interest in any other
freehold, leasehold or other immovable property deliver (or procure delivery)
to the Collateral Agent and the Collateral Agent shall be entitled to hold and
retain, all deeds, certificates and other documents of title relating to its
Mortgaged Property.


 


10.6                          Except as may be permitted by the Indenture
Documents to which it is a party, the Chargor shall not:


 


(a)                                  either (i) demolish or (ii) materially
alter or injure, the Mortgaged Property in any manner that lessens the value of
the Mortgaged Property, unless it replaces them with others of substantially
equal or greater value;


 


(b)                                 make any alteration to, or change in the use
of, the Mortgaged Property that will materially diminish the utility thereof
for the operation of the business;


 


(c)                                  sever or remove any Fixture or Plant and
Machinery (other than stock in trade or work in progress) on or in the
Mortgaged Property (except for the purpose of any necessary repairs or
replacement of it); or


 


(d)                                 carry out any development (within the meaning
of the Planning Acts) on the Mortgaged Property,


 


without the prior written consent of the Collateral Agent.


 


10.7                          The Chargor shall comply with:


 


(a)                                  all applicable requirements of all law,
legislation, regulations and bye-laws relating to the Mortgaged Property;


 


(b)                                 any conditions attaching to any planning
permissions relating to or affecting the Mortgaged Property; and


 


(c)                                  any notices or other orders made by any
planning, environmental or other public body in respect of all or any part of
the Mortgaged Property,


 


except, in each case, where failure to comply could not reasonably be
expected to cause a Material Adverse Effect on the Mortgaged Property.


 


10.8                          The Chargor shall grant the Collateral Agent or
its legal advisors at reasonable times and intervals during normal business
hours upon reasonable advance notice all facilities within the power of the
Chargor to enable the Collateral Agent or its legal advisors (at the expense of
the Chargor) to:


 


(a)                                  carry out investigations of title to the
Mortgaged Property; and


 


(b)                                 make such enquiries in relation to any part of
the Mortgaged Property as a prudent mortgagee might carry out.


 


10.9                          The Chargor shall, as soon as practicable after
a request by the Collateral Agent, supply the Collateral Agent with a
Certificate of Title from its solicitors in respect of its Mortgaged Property
concerning those items which may properly be sought to be covered by a prudent
mortgagee in a solicitor’s certificate of this nature.


 


21

















 


10.10                    If the Chargor fails to perform any covenant or stipulation or any term
of this Deed affecting its Mortgaged Property, the Chargor shall allow the
Collateral Agent or its agents and/or contractors:


 


(a)                                  to enter any part of its Mortgaged Property to
carry out an inspection of it;


 


(b)                                 to comply with or object to any notice served
on it in respect of its Mortgaged Property; and


 


(c)                                  to take any action as the Collateral Agent may
consider necessary or desirable to prevent or remedy any breach of any such
covenant, stipulation or term or to comply with or object to any such notice.


 


The Chargor shall within three Business Days of demand by the
Collateral Agent pay the costs and expenses of the Collateral Agent or its
agents and contractors incurred in connection with any action taken by it under
this clause, and pending payment, that payment will constitute part of the
Secured Obligations.


 


10.11                    The Chargor
shall, at its own cost and expense, take any and all action necessary to defend
title to the Mortgaged Property against all Persons and to defend the security
of the Collateral Agent in the Mortgaged Property and the priority thereof
against any lien, charge or other encumbrance (other than any Permitted Encumbrance and the First Priority Debenture)
and that is prior to the security interest of the Collateral Agent).


 


10.12                    The obligations imposed and/or undertaken by the Chargor pursuant to Clause
10 shall not apply to the extent that the Indenture Documents to which it is a
party provide otherwise.


 


11.                                 INVESTMENTS


 


11.1                          Subject to clause 7.12(f), upon the execution
of this Deed and upon the acquisition of any Investment, the Chargor:


 


(a)                                  shall promptly deposit with the Collateral
Agent, or as the Collateral Agent may direct, any bearer instrument, share
certificate or other document of title or evidence of ownership in relation to
that Investment; and


 


(b)                                 shall promptly take any action and execute and
deliver to the Collateral Agent any share transfer or other document which may
be requested by the Collateral Agent in order to enable any transferee elected
by the Secured Parties to be registered as the owner or otherwise obtain a legal
title to that Investment; including:


 


(i)                                     delivering executed share transfers in favour
of the Collateral Agent or any of its nominees as transferee or, if the
Collateral Agent so directs, with the transferee and consideration left blank,
executed dividend mandates in the form set out in Part 1 of
Schedule 5 (Shares),
executed letters of authority in the form set out in Part 2 of
Schedule 5 (Shares) and
executed letters of resignation together with letters of authority (to date the
letters of resignation) from all directors of the relevant issuer of shares in
the form set out in Parts 3 and 4 of Schedule 5 (Shares); and


 


(ii)                                  on the written request of the Collateral Agent
procuring that those share transfers are registered by the company in which the
Investments are held and that share certificates in the name of the transferee
are delivered to the Collateral Agent.


 


22

















 


11.2                          Save as otherwise permitted under the Indenture
Documents to which it is a party, the Chargor may not exercise any right or
power, or allow the exercise of any right or power on its behalf, with respect
to the Shares if the
result thereof could, in the reasonable judgment of the Collateral Agent,
materially impair the Collateral, or could materially and adversely affect the
rights inuring to a holder of the Shares or the rights and remedies of any of
the Secured Parties under this Deed or the Indenture Documents to which it is a party or the ability of the Secured Parties to exercise the same.


 


11.3                          The Chargor may not amend any declaration of
trust and/or nominee agreement entered into in relation to any Investments in a
manner which would be adverse to the interest of any Secured Party.


 


11.4                          With effect from the Enforcement Date, the Chargor,
in relation to any declaration and/or any nominee agreement, agrees:


 


(a)                                  to act on the instructions of the Collateral
Agent; and


 


(b)                                 if directed to do so by the Collateral Agent,
to direct each trustee and/or nominee to act on the instructions of the
Collateral Agent.


 


11.5                           (a)                                The Chargor shall pay all calls and other
payments due and payable in respect of any of its Investments.


 


(b)                                 If the Chargor fails to do so, the Collateral
Agent may at any time after an Event of Default, if it thinks fit or is
required to do so by a requisite majority of Noteholders in accordance with the
Indenture, pay those calls or other payments on behalf of the Chargor.  The Chargor shall on demand by the Collateral
Agent reimburse the Collateral Agent for any payment made by the Collateral
Agent under this clause 11.5(b) and, pending reimbursement, that payment
will constitute part of the Secured Obligations.


 


11.6                           (a)                                If the Chargor fails to comply with all
requests for information which is within its knowledge and which it is required
to comply with by law or under the constitutional documents relating to any of
its Investments, the Collateral Agent may elect to provide any information
which it may have on behalf of the Chargor (at the Chargor’s expense).


 


(b)                                 The Chargor shall promptly supply a copy to the
Collateral Agent of any information referred to in paragraph (i) above.


 


11.7                          Subject to clause 7.12(f), immediately on
conversion of any Investments from a certificated to an uncertificated form,
and on the acquisition of any Investments in an uncertificated form, it shall
give such instructions or directions and take such other steps and enter into
such documentation as the Collateral Agent may require in order to protect or
preserve the Security Interest intended to be created by this Deed.


 


11.8                          No Secured Party will be required to:


 


(a)                                  perform or fulfil any obligation of the
Chargor;


 


(b)                                 make any payment;


 


(c)                                  make any enquiry as to the nature or
sufficiency of any payment received by it or the Chargor; or


 


23

















 


(d)                                 present or file any claim or take any other
action to collect or enforce the payment of any amount,


 


in respect of any Investment.


 


11.9                           (a)                                  Until the Enforcement Date has occurred or the
Collateral Agent has notified the Chargor that it does not intend (for the time
being) to exercise its rights under clause 11.9(d):


 


(i)                                     the Chargor may continue to exercise the voting
rights, powers and other rights in respect of its Investments;


 


(ii)                                  if the relevant Investments have been
registered in the name of the Collateral Agent or its nominee, the Collateral
Agent (or that nominee) shall exercise the voting rights, powers and other
rights in respect of the Investments in any manner which the Chargor may direct
in writing,


 


if doing so does not materially impair the Investments or materially
and adversely affect the rights and remedies of any of the Secured Parties
under this Deed or any other Indenture Document or the ability of the Secured
Parties to exercise the same.


 


(b)                                 Until the Enforcement Date has occurred, all
dividends or other income or distributions paid or payable in relation to any
Investments shall be paid to the Chargor.


 


(c)                                  With effect from the Enforcement Date, the
Chargor shall hold any dividend or other income or distribution paid or payable
in relation to any Investments on trust for the Collateral Agent.


 


(d)                                 On or after the Enforcement Date, the
Collateral Agent or its nominee may exercise or refrain from exercising:


 


(i)                                     any voting rights; and


 


(ii)                                  any other powers or rights which may be
exercised by the legal or beneficial owner of any Investment, any person who is
the holder of any Investment or otherwise,


 


in each case, in the name of the Chargor, the registered holder or
otherwise and without any further consent or authority on the part of the
Chargor and irrespective of any direction given by the Chargor.


 


(e)                                  To the extent that the Investments remain
registered in the name of the Chargor, the Chargor irrevocably appoints the
Collateral Agent or its nominee as the corporate representative of the Chargor
to exercise all voting rights in respect of those Investments at any time after
this Security has become enforceable.


 


11.10                    The Chargor shall ensure that the articles of association or other
constitutional documents of each Irish incorporated issuer of Investments over
which the Chargor is creating a Security Interest under this Deed where the
Chargor holds no less than 75 per cent. of the issued share capital of that
issuer which contain any restriction on transfers of those Investments or any
pre-emptive rights in respect of those Investments shall disapply such
restriction or rights (in a manner acceptable to the Collateral Agent) in
relation to any transfer of those Investments to any person upon the
enforcement of the Security.


 


24

















 


11.11                    The Chargor shall, if requested by the Collateral Agent, procure that
the directors of the issuer of Investments shall not refuse to register a duly
stamped transfer of any share presented to its board of directors for
registration pursuant to the power of sale under this Deed.


 


12.                                 INTELLECTUAL PROPERTY


 


12.1                          Save as otherwise permitted under the Indenture
Documents to which it is a party, the Chargor shall:


 


(a)                                  maintain in full force and effect all
registered Intellectual Property currently registered by it that is material to
the conduct of the Chargor’s business;


 


(b)                                 notify the Collateral Agent of the acquisition
of any Intellectual Property and, if requested to do so by the Collateral Agent
for the purpose of perfecting this Security, make entries in any public
register of its Intellectual Property which is material to its business which
either record the existence of this Deed or the restrictions on disposal
imposed by this Deed; and


 


(c)                                  take such steps as are appropriate under the
circumstances (including, if consistent with the Chargor’s reasonable good
business judgment, the institution of legal proceedings) to prevent third
parties infringing Intellectual Property material to the conduct of its
business.


 


13.                                 SECURITY ACCOUNTS


 


13.1                           (a)                                  Save as otherwise permitted under the Indenture
Documents to which it is a party, the Chargor shall get in and realise its:


 


(i)                                     securities to the extent held by way of
temporary investment;


 


(ii)                                  dividends and other income and distributions
payable to it in relation to any Investment;


 


(iii)                               book and other debts and other monies owed to
it; and


 


(iv)                              royalties, fees and income of any nature owed
to it,


 


in the ordinary course of its business and, after the Enforcement Date,
hold the proceeds of the getting in and realisation (until payment into a
Security Account but subject always to clause 7 (Creation of Security)) on trust for the
Collateral Agent.


 


(b)                                 Save as otherwise permitted under the Indenture
Documents to which it is a party, the Chargor shall pay promptly all the
proceeds of the getting in and realisation referred to in clause 13.1(a) into
a Security Account.


 


(c)                                  The Collateral Agent agrees that until (i) the
Enforcement Date has occurred or (ii) it notifies the Chargor that this
agreement no longer applies (which notification may be given only if an Event
of Default has occurred), all trading receipts can be paid into an account of
the Chargor which is not a Security Account.


 


13.2                          (a)                                  Prior to the Enforcement Date, the Chargor
shall be entitled to withdraw or otherwise transfer any credit balance from
time to time on any Security Account.


 


25

















 


(b)                                 The Collateral Agent (or a Receiver) may
(subject to the payment of any claims having priority to this Security and
subject to the Indenture Documents and the Intercreditor Agreement) in the case
of any Security Account on or following the Enforcement Date, withdraw amounts
outstanding to the credit of such account, and apply those amounts in or
towards the payment or other satisfaction of all or part of the Secured
Obligations of the Chargor.


 


13.3                           (a)                                  The Chargor shall, if required by the
Collateral Agent, with respect to each of its bank accounts:


 


(i)                                     Upon the execution of this Deed or (if later)
the date on which the Chargor opens a bank account with a bank which has not
previously been served with a notice applicable to such new account by the
Chargor under this clause 13.3, give notice to such bank substantially in
the form of Part 1 of Schedule 1 (Forms
of Letter for Security Accounts); and


 


(ii)                                  Use commercially reasonable efforts to procure
that each such bank acknowledges that notice substantially in the form of Part 2
of Schedule 1 (Forms of Letter for
Security Accounts).


 


13.4                          The execution of this Deed by the Chargor and
the Collateral Agent shall constitute notice to the Collateral Agent of the
charge created over any bank account opened or maintained with the Collateral
Agent.


 


14.                                 RELEVANT CONTRACTS


 


14.1                           (a)                                  The Chargor shall:


 


(i)                                     duly and promptly perform its obligations and
diligently pursue its rights under each Relevant Contract to which it is a
party, except for (i) any violations that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect
and (ii) any failures to diligently pursue its rights that, individually
or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect; and


 


(ii)                                  promptly upon request of the Collateral Agent
supply the Collateral Agent and any Receiver with copies of each of its
Relevant Contracts and any information and documentation relating to any of its
Relevant Contracts requested by the Collateral Agent or any Receiver.


 


(b)                                 Unless the Enforcement Date has occurred, the
Chargor may exercise its discretion and shall be entitled to receive all
proceeds arising under each Relevant Contract, in each case subject always to
the other terms of this Deed and the terms of the Indenture Documents.


 


14.2                          With effect from the Enforcement Date, the
Collateral Agent may exercise (without any further consent or authority on the
part of the Chargor and irrespective of any direction given by the Chargor) any
of the Chargor’s rights under its Relevant Contracts.


 


14.3                          The Chargor shall:


 


(a)                                  (i)                                     in the case of each Relevant Contract
subsisting at the date of this Deed immediately upon execution of this Deed;
and


 


26

















 


(ii)                                  in the case of each Relevant Contract coming
into existence or being designated as such after the date of this Deed, on the
later of that agreement coming into existence or being designated a Relevant
Contract,


 


serve a notice of assignment, substantially in the form of Part 1
of Schedule 4 (Forms of Letter for
Relevant Contracts), on each of the other parties to each of its
Relevant Contracts; and


 


(b)                                 use its reasonable endeavours to procure that
each of those other parties acknowledges that notice, substantially in the form
of Part 2 of Schedule 4 (Forms of
Letter for Relevant Contracts).


 


15.                                 INSURANCES


 


15.1                           (a)                                  The Chargor shall, at all times for as long as any money remains payable
under the Indenture Documents or while there shall subsist any security constituted
by or pursuant to this Deed, maintain insurances on and in relation to its
business and assets against those risks and to the extent as is usual for
companies carrying on the same or substantially similar business.


 


(b)                                 The Chargor shall procure that there will be given to the Collateral
Agent such information in connection with its Insurances and copies of the
insurance policies as the Collateral Agent may reasonably require.


 


(c)                                  If the Chargor fails to comply with any of the provisions of clauses (a) or
(b), the Collateral Agent shall immediately be entitled (but not obliged) to
effect or renew the insurances concerned on such terms, in such name(s) and
in such amount(s) as it considers appropriate, and all monies expended by
the Collateral Agent in so doing shall be reimbursed by the Chargor to the
Collateral Agent within three Business Days of demand.


 


(d)                                 After this Security has become enforceable:


 


(i)                                     the Collateral Agent may exercise (without any
further consent or authority on the part of the Chargor and irrespective of any
direction given by the Chargor) any of the rights of the Chargor in connection
with any amounts payable to it under any of its Insurances;


 


(ii)                                  the Chargor shall take such steps (at its own
cost) as the Collateral Agent may require to enforce those rights; this
includes initiating and pursuing legal or arbitration proceedings in the name
of the Chargor; and


 


(iii)                               the Chargor shall hold any payment received by
it under any of its Insurances on trust for the Collateral Agent.


 


(e)                                  Before this Security has become enforceable the
Chargor may exercise all of its rights under each Insurance as contemplated in
the form of notice of assignment set out in Part 1 of Schedule 3 (Forms of Letter for Insurances).


 


15.2                          The Chargor shall, if required by the
Collateral Agent:


 


(a)                                  (i)                                     in the case of each of its Insurances
subsisting at the date of this Deed, upon execution of this Deed; and


 


27

















 


(ii)                                  in the case of each of its Insurances coming
into existence after the date of this Deed, on those Insurances being put on
risk,


 


give notice of this Deed to each of the other parties to the relevant
Insurances by sending a notice substantially in the form of Part 1 of
Schedule 3 (Forms of Letter for
Insurances); and


 


(b)                                 use its commercially reasonable endeavours to
procure that each such other party delivers a letter of undertaking to the
Collateral Agent in the form of Part 2 of Schedule 3 (Forms of Letter for Insurances).


 


15.3                          All
monies expended by the Collateral Agent when exercising its rights under Section 110
of the Act shall be reimbursed by the Chargor to the Collateral Agent on demand
and shall form part of the Secured Obligations for the purpose of this Deed.


 


16.                                 GENERAL COVENANTS


 


16.1                          The Chargor shall from time to time on request
of the Collateral Agent, furnish the Collateral Agent with such information as
the Collateral Agent may reasonably require about its business and affairs, the
Security Assets and its compliance with the terms of this Deed and the Chargor
shall permit the Collateral Agent, its representatives, professional advisers
and contractors, free access at all reasonable times and on reasonable notice
to:


 


(a)                                  inspect and take copies and extracts from its
books, accounts and records; and


 


(b)                                 to view the Security Assets (without becoming
liable as mortgagee in possession).


 


16.2                          The Chargor shall ensure that all Tax
liabilities which if unpaid would or might with the service of any notice or
otherwise have priority over this Security or require payment by the Collateral
Agent be paid and discharged when the same must be paid.


 


16.3                          The Chargor shall promptly inform the
Collateral Agent of the issue of any notice to any person under Section 1002
of the Taxes Consolidation Act 1997 in respect of amounts owing to the Chargor.


 


16.4                          The Chargor shall give five Business Days’
prior written notice to the Collateral Agent of its intention and promptly
notify the Collateral Agent of any intention on the part of any person of which
it becomes aware, to present a petition or analogous proceeding or actions for
the appointment of an examiner, liquidator or similar officer to, or over the
whole or any part of its assets or those of a Related Company of the Chargor.


 


16.5                          Without prejudice to clauses 10.10 and
15.1(c) in the case of breach of any covenant, undertaking or agreement on
the part of the Chargor contained in this Deed, the Secured Parties may (but
shall not be obliged to) do whatever may be necessary to make good such breach
and all monies expended by the Secured Parties in so doing shall be paid by the
Chargor within three Business Days of demand and pending payment, that payment
will constitute part of the Secured Obligations.


 


16.6                          The Chargor hereby makes the covenants set out
in Sections 4.04, 4.05, 4.06, 4.07, 4.09, 4.12(a), 4.12(b), 4.13(a), 4.13(b),
4.13(c), 4.13(d), 4.13(e), 4.13(f), 4.13(g), 4.13(h) and 4.13(i),
inclusive, of the U.S. Security Agreement and such covenants are hereby
incorporated by reference into this Deed. For the purposes of this Clause 16.6,
all references to Grantor and Grantors in the aforementioned Sections of the
U.S. Security Agreement shall be construed as references to the Chargor as
appropriate, where not otherwise defined 


 


28

















 


in
this Deed, the defined terms used in such Sections shall bear the meanings
ascribed thereto in the U.S. Security Agreement.


 


17.                                 WHEN SECURITY BECOMES
ENFORCEABLE


 


17.1                          Subject
to the terms of the Intercreditor Agreement, at any time on or after the
Enforcement Date, or if a demand is made for the payment of the Secured
Obligations, this Security will become immediately enforceable and the Secured
Obligations will be deemed to have become due and payable and the statutory
power of sale will become exercisable.


 


17.2                          Subject
to the terms of the Intercreditor Agreement, at any time on or after the
Enforcement Date, or if a demand is made for the payment of the Secured
Obligations, the Collateral Agent may in its absolute discretion enforce all or
any part of this Security in any manner it sees fit and the power of sale and
other powers conferred on mortgagees by the Act shall apply to this Deed in
each case as varied or amended by this Deed. 
Section 99 of the Act shall not apply to this Deed and neither the
Collateral Agent nor any Receiver shall be 
obliged to take any steps to sell or lease the Security Assets or any
part thereof after going into possession of same and the Collateral Agent and
any Receiver shall have absolute discretion as to the time of exercise of the
power of sale and the power of leasing and all other powers conferred on them
by the Act or otherwise.


 


18.                                 ENFORCEMENT OF
SECURITY


 


18.1                           (a)                                  Subject
to the terms of the Intercreditor Agreement, at any time after the Enforcement
Date or if a demand is made for the payment of the Secured Obligations, the
power of sale and any other power conferred on a mortgagee by law as varied or
extended by this Deed will become immediately exercisable.  Any restriction imposed by law (including
under the Act) on the power of sale does not apply to this Deed.


 


(b)                                 For the purposes of all powers implied by law,
the Secured Obligations are deemed to have become due and payable on the date
of this Deed but such power shall not be exercised by the Collateral Agent
until the Enforcement Date.


 


(c)                                  Subject
to the terms of the Intercreditor Agreement, at any time after the Enforcement
Date or if a demand is made for the payment of the Secured Obligations, the power of sale and all other powers
conferred on mortgagees by law (including by the Act) shall be exercisable
immediately without any requirement:


 


(i)                                     for the occurrence of any of the events
specified in Section 100(1) of the Act; or


 


(ii)                                  to give any notice to the Chargor specified in Section 100(1) of
the Act; or


 


(iii)                               to obtain the consent of the Chargor or a court
order authorising the exercise of the power of sale under Sections 100(2) or
100(3) of the Act; or


 


(iv)                              to give any notice to the Chargor under Section 103(2) of
the Act.


 


Section 94, 100 and 101 of the Act shall not apply to this Deed.


 


(d)                                 Any restriction imposed by law on the right of
a mortgagee to consolidate mortgages does not apply to this Security.


 


29

















 


18.2                          At
any time on or after the Enforcement Date and without any requirement to obtain
the consent of the Chargor or an order for possession under Sections 97 or 98
of the Act, the Collateral Agent may without further notice or demand enter
into possession of the Security Assets or any part thereof.  The Collateral Agent shall not be obliged to
obtain the consent of the Chargor or an order for possession under Sections 97
or 98 of the Act in order to enter into possession of the Security Assets or
any part thereof.  The rights of the
Collateral Agent under this clause are without prejudice to and in addition to
any right of possession (express or implied) to which it is at any time
otherwise entitled (whether by virtue of this Deed, operation of law, contract
or otherwise).  For the avoidance of
doubt, Sections 97 and 98 of the Act shall not apply to this Deed.


 


18.3                          The
statutory powers of leasing conferred on the Collateral Agent and any Receiver
are extended so as to authorise the Collateral Agent and any Receiver to lease,
make arrangements for leases, accept surrenders of leases and make agreements
to accept surrenders of leases as it or he may think fit and without any
requirement to comply with any restrictions imposed by law (including any
provision of Section 112 to 114 of the Act).  Without prejudice to the generality of the
foregoing the Collateral Agent and any Receiver may exercise the statutory
power to accept surrenders of leases conferred by the Act for any purpose that
it or he thinks fit and not merely for the purpose of granting new leases under
Section 112 of the Act and any new lease granted by the Collateral Agent
or any Receiver following the acceptance of 
a surrender need not comply with the requirements of Section 114(3) of
the Act.


 


18.4                          Neither the Collateral Agent nor any Receiver
will be liable, by reason of entering into possession of a Security Asset:


 


(a)                                  to account as mortgagee in possession or for
any loss on realisation or in connection with the Security Assets; or


 


(b)                                 for any default or omission for which a
mortgagee in possession might be liable.


 


18.5                          Each Receiver and the Collateral Agent is
entitled to all the rights, powers, privileges and immunities conferred by law
(including the Act) on mortgagees and receivers duly appointed under any law
(including the Act), but so that the power of sale and other powers by any law
(including the Act) shall be as varied and modified by this Deed.


 


18.6                          No person (including a purchaser) dealing with
the Collateral Agent or a Receiver or its or his agents will be concerned to
enquire:


 


(a)                                  whether any Secured Obligations have become
payable;


 


(b)                                 whether any power which the Collateral Agent or
a Receiver is purporting to exercise has become exercisable or is being
properly exercised;


 


(c)                                  whether any Secured Obligations or other money
remains due under the Indenture Documents;


 


(d)                                 how any money paid to the Collateral Agent or
to that Receiver is to be applied; or


 


(e)                                  as to the status, propriety or validity of the
acts of the Collateral Agent or Receiver.


 


18.7                          Subject
to Clause 18.8, all the protections for purchasers contained in Sections 105,
106 and 108(5) of the Act shall apply to any person purchasing from, or
dealing with the Collateral Agent or any Receiver, delegate or sub-delegate in
like manner as if the statutory powers of


 


30
















 


sale and of appointing a
Receiver in relation to the Security Assets had not been varied or extended by
this Deed.


 


18.8                          No
purchaser from the Collateral Agent, any Receiver, delegate or sub-delegate
shall be entitled to rely on Section 105(2) which is disapplied by
this Deed.


 


18.9                          The receipt by the Collateral Agent or any
Receiver shall be an absolute and a conclusive discharge to a purchaser and
shall relieve him of any obligation to see to the application of any monies
paid to or by the direction of the Collateral Agent or any Receiver.


 


18.10                     (a)                                  At any time on or after the Enforcement Date,
the Collateral Agent may:


 


(i)                                     redeem any prior Security Interest against any
Security Asset; and/or


 


(ii)                                  procure the transfer of that Security Interest
to itself; and/or


 


(iii)                               settle and pass the accounts of the prior
mortgagee, chargee or encumbrancer and any accounts so settled and passed will
be, in the absence of manifest error, conclusive and binding on the Chargor.


 


(b)                                 The Chargor shall pay to the Collateral Agent,
immediately on demand, the costs and expenses incurred by the Collateral Agent
in connection with any such redemption and/or transfer, including the payment
of any principal or interest.


 


18.11                    Subject to the terms of the Intercreditor Agreement, any money received
or realised by the Collateral Agent under the powers conferred by this Deed
shall be paid or applied in a manner consistent with Section 6.02 of the
U.S. Security Agreement.


 


19.                                 RECEIVER


 


19.1                           (a)                                  The Collateral Agent may appoint any one or
more persons to be a Receiver of all or any part of the Security Assets if:


 


(i)                                     an Event of Default has occurred and is
continuing; or


 


(ii)                                  the Chargor so requests the Collateral Agent in
writing at any time.


 


(b)                                 Any appointment under Clause 19.1(a) above
may be made regardless of whether any of the events specified in paragraph (a) to
(c) of Section 108(1) of the Act have occurred, and whether or
not the Collateral Agent has entered into or takes possession of any of the
Security Assets or any part thereof.


 


(c)                                  Any appointment under paragraph (a) above
may be by deed, under seal or in writing under hand of any employee or agent of
the Collateral Agent.


 


19.2                          The Collateral Agent may by writing under hand
of any employee or agent of the Collateral Agent remove any Receiver appointed
by it and may, whenever it thinks fit, appoint a new Receiver in the place of
any Receiver whose appointment may for any reason have terminated.


 


19.3                          The Collateral Agent may fix the remuneration
of any Receiver appointed by it and any maximum rate imposed by any law
(including under Section 108(7) of the Act) will not apply.


 


31

















 


19.4                           (a)                                A Receiver will be deemed to be the agent of
the Chargor for all purposes.  The Chargor
is solely responsible for the remuneration, contracts, engagements, acts,
omissions, defaults and losses of a Receiver and for liabilities incurred by a
Receiver (but without prejudice to the Chargor’s remedies against the Receiver
in respect of the Receiver’s gross negligence or wilful default).


 


(b)                                 Neither the Collateral Agent nor any other
Secured Party will incur any liability (either to the Chargor or to any other
person) by reason of the appointment of a Receiver or for the actions or
inactions of any Receiver appointed in accordance with this Deed.


 


19.5                          The foregoing powers of appointment shall be in
addition to and not be to the prejudice of all statutory and other powers of
the Collateral Agent (or any Receiver appointed by it) under the Act and to the
fullest extent allowed by law, any right, power or discretion conferred by this
Deed (either expressly or impliedly) or by law on a Receiver may be exercised
by the Collateral Agent in relation to any Security Asset without first
appointing a Receiver or notwithstanding the appointment of a Receiver.


 


20.                                 POWERS OF RECEIVER


 


20.1                           (a)                                Subject to the terms of the Intercreditor
Agreement, any Receiver appointed hereunder shall have all the rights, powers
and discretions set out in this Deed in addition to those conferred on him by
any law including, without limitation, the Act.


 


(b)                                 If there is more than one Receiver holding
office at the same time, each Receiver may (unless the document appointing him
states otherwise) exercise all the powers conferred on a Receiver under this
Deed individually.


 


20.2                           A Receiver shall have the power to:


 


(a)                                  take immediate possession of, get in and
collect any Security Asset or any part of it in respect of which he is
appointed and to make such demands and take such proceedings as may seem
expedient for that purpose, and to take possession of the Security Assets over
which he is appointed with like rights;


 


(b)                                 carry on, manage, develop, reconstruct,
amalgamate or diversify or concur in carrying on, managing, developing,
reconstructing, amalgamating or diversifying any business of the Chargor in any
manner he thinks fit;


 


(c)                                  (i)                                     appoint and discharge managers, officers,
agents, professional advisers, consultants, servants, workmen employees and
others for the purposes of this Deed upon such terms as to remuneration or
otherwise as he thinks fit; and


 


(ii)                                  remove any person appointed by the Chargor;


 


(d)                                 raise and borrow money or incur any other
liability, either unsecured or on the security of any Security Asset either in
priority to this Security or otherwise and generally on any terms and for
whatever purpose he thinks fit;


 


(e)                                  grant rights, options or easements over,
dispose of, convert into money and realise any Security Asset by public auction
or private contract and generally in any manner and on any terms he thinks
fit.  The consideration for any such
transaction may consist of cash, debentures or other obligations, shares, stock
or other valuable consideration and any such consideration may be payable in a
lump sum or by 


 


32

















 


instalments
spread over any period he thinks fit. 
Fixtures and/or Plant and Machinery may be severed and sold separately
from the property containing them without the consent of the Chargor;


 


(f)                                    let, hire, lease, licence or grant any interest
in any Security Asset for any term and at any rent (with or without a premium)
he thinks fit and shall have the power to vary the terms, surrender or accept a
surrender of any lease or tenancy of any Security Asset on any terms which he
thinks fit (including the payment of money to a lessee or tenant on a
surrender);


 


(g)                                 (or require the directors of the Chargor to)
make calls conditionally or unconditionally upon the shareholders of the
Chargor in respect of any uncalled capital of the Chargor and enforce payment
of any call so made by action (in the name of the Chargor or the Receiver as he
may think fit) or otherwise;


 


(h)                                 sell and/or assign all or any of the book debts
in respect of which he is appointed in such manner, and generally on such terms
and conditions, as he thinks fit;


 


(i)                                     exercise in respect of any Security Asset all
voting or other powers or rights in such manner as he thinks fit;


 


(j)                                     purchase or acquire any land or any interest in
or right over land;


 


(k)                                  exercise on behalf of the Chargor, and without
the consent of or notice to the Chargor, all the powers conferred on a landlord
or a tenant by any legislation from time to time in force in any relevant
jurisdiction relating to rents or agriculture in respect of any part of the
Mortgaged Property;


 


(l)                                     exercise on behalf of the Chargor and in the
name of the Chargor all powers and rights of the Chargor relevant to and
necessary to effect the registration in the Land Registry of the fixed or
specific charge created on the registered land, of the crystallisation of the
floating charge and/or the appointment of a Receiver under this Deed;


 


(m)                               settle, adjust, refer to arbitration, allow
time for payment, compromise and arrange any claim, contract, account, dispute,
question or demand with or by any person who is or claims to be a creditor of
the Chargor or relating in any way to any Security Asset;


 


(n)                                 bring, prosecute, enforce, defend and abandon
any action, suit or proceedings both in his own name and in the name of the
Chargor in relation to any Security Asset which he thinks fit;


 


(o)                                 give a valid receipt for any monies and execute
any assurance or thing which may be proper or desirable for realising any
Security Asset;


 


(p)                                 form a Subsidiary of the Chargor, arrange for
such Subsidiary to trade or cease to trade as he sees fit, in his capacity as
shareholder and transfer to that Subsidiary any Security Asset and sell or
otherwise dispose of any such Subsidiary;


 


(q)                                 delegate his powers;


 


(r)                                    appoint managers, officers, servants, workmen
and agents for the purpose of exercising his powers as set out herein at such
salaries, for such periods and on such terms as he may determine;


 


33

















 


(s)                                  enter into, abandon, perform, repudiate,
rescind, vary or cancel any contracts as he may think expedient;


 


(t)                                    lend money or advance credit to any customer of
the Chargor;


 


(u)                                 make substitutions of, or improvements to, the
Plant and Machinery as he may think expedient;


 


(v)                                 if he thinks fit, but without prejudice to the
indemnity in clause 22 (Expenses and
Indemnities), effect with any insurer any policy of insurance either
in lieu or satisfaction of, or in addition to, the insurances required to be
maintained under this Deed or the Indenture Documents and Section 110 of
the Act shall be modified accordingly;


 


(w)                               make such election for VAT purposes as he
thinks fit;


 


(x)                                   run the tax affairs of the Chargor in any
manner he thinks fit;


 


(y)                                 conduct and complete all investigations,
studies, sampling and testing and all remedial, removal and other actions,
whether required under Environmental Law or by the Collateral Agent or
otherwise and comply with all lawful orders and directives of all authorities
regarding Environmental Laws;


 


(z)                                   take all steps necessary to effect all
registrations, renewals, applications and notifications as he thinks fit to
maintain in force or protect any Intellectual Property;


 


(aa)                            redeem any prior Security Interest and to
settle and pass the accounts to which that Security Interest relates.  Any accounts so settled and passed shall be
conclusive and binding on the Chargor, and the moneys so paid shall be deemed
to be an expense properly incurred by him;


 


(bb)                          (i)                                     effect any repair or insurance and do any other
act which the Chargor might do in the ordinary conduct of its business to
protect or improve any Security Asset;


 


(ii)                                  commence and/or complete any building
operation;


 


(iii)                               arrange for or provide all services which may
be deemed proper for the efficient use or management of the Security Assets;
and


 


(iv)                              apply for and maintain any planning permission,
building regulation approval or any other authorisation,


 


in each case as he thinks fit; and


 


(cc)                            (i)                                     do all other acts and things which he may
consider desirable or necessary for realising any Security Asset or incidental
or conducive to any of the rights, powers or discretions conferred on a
Receiver under or by virtue of this Deed or by law;


 


(ii)                                  exercise in relation to any Security Asset all
the powers, authorities and things which he would be capable of exercising if
he were the absolute beneficial owner of that Security Asset; and


 


34

















 


(iii)                               use the name of the Chargor when exercising any
of the rights, powers or discretions conferred on the Receiver under or by
virtue of this Deed or by law.


 


20.3                          Any exercise of any of the rights, powers and
discretions by the Receiver in this clause 20 may be on behalf of the
Chargor, the directors of the Chargor (in the case of clause 20.2(g)) or
himself.


 


20.4                          The Collateral Agent and each Receiver is
entitled to all the rights, powers, privileges and immunities conferred by the
Act on mortgagees and Receivers save as varied and modified by this Deed.


 


21.                                 APPLICATION OF
PROCEEDS


 


21.1                          Unless otherwise determined by the Collateral
Agent, any monies received by the Collateral Agent or a Receiver after this
Security has become enforceable shall be applied by the Collateral Agent in the
following order of priority:


 


(a)                                  in
or towards the payment for all costs and expenses incurred by the Collateral
Agent or any Secured Party or any Receiver under or in connection with this
Deed and of all remuneration due to a Receiver under or in connection with this
Deed;


 


(b)                                 in payment to the
Collateral Agent for application toward the balance of the Secured Obligations;


 


(c)                                  in
payment of any surplus to the Chargor or other person entitled to it.


 


21.2                          This clause is subject to the payment of any
claims having priority over this Security and to the terms of the Intercreditor
Agreement.


 


21.3                          Section 106(3), Section 107 and Section 109
of the Act shall not apply to the application of any monies received or
realised under the powers conferred by this Deed.


 


22.                                 EXPENSES AND
INDEMNITY


 


22.1                          The Chargor shall promptly on demand pay the
Collateral Agent the amount of all reasonable costs and expenses (including
legal fees) incurred by any of the Secured Parties in connection with the
negotiation, preparation, printing and execution of this Deed.


 


22.2                          If the Chargor requests an amendment, waiver or
consent the Chargor shall, within three Business Days of demand, reimburse the
Collateral Agent for the amount of all reasonable costs and expenses (including
legal fees) incurred by the Collateral Agent and by any Receiver or Delegate in
responding to, evaluating, negotiating or complying with that request.


 


22.3                          The Chargor shall, within three Business Days
of demand, pay to the Collateral Agent the amount of all costs and expenses
(including legal fees) incurred by it or any Receiver or Delegate in connection
with the enforcement of, or the preservation of any rights under, this Deed and
any proceedings instituted by or against the Collateral Agent as a consequence
of taking or holding this Security or enforcing these rights including, in each
case, arising from any actual or alleged breach by any person of any law or
regulation, whether relating to the environment or otherwise.


 


22.4                          The Chargor shall:


 


35

















 


(a)                                  keep each of the Collateral Agent, the other
Secured Parties, any Receiver or any Delegate indemnified against any failure
or delay in paying the costs and expenses specified in clauses 22.1 to
22.3; and


 


(b)                                 keep indemnified each and every Secured Party,
any Receiver or any Delegate for all losses or charges incurred (including,
without limitation, under any indemnity given by such Secured Party (or on its
behalf) to any Receiver or Delegate or to any other person) in connection with
the actual or alleged failure by the Chargor to comply with this Deed, the
preservation of any rights under this Deed or the enforcement of any Security.


 


22.5                          Each Party acknowledges that the Collateral
Agent takes the benefit of the indemnity in clause 22.4 for itself and as
trustee for each other Secured Party, each Receiver and each Delegate.


 


23.                                 DELEGATION


 


23.1                          The Collateral Agent or any Receiver may
delegate by power of attorney or in any other manner to any person any right,
power or discretion exercisable by it under this Deed.


 


23.2                          Any such delegation may be made upon any terms
(including power to sub-delegate) which the Collateral Agent or any Receiver
may think fit.


 


23.3                          Neither the Collateral Agent nor any Receiver
will be in any way liable or responsible to the Chargor for any loss or
liability arising from any act, default, omission or misconduct on the part of
any Delegate or sub-delegate.


 


24.                                 POWER OF ATTORNEY


 


24.1                          The Chargor, by way of security, irrevocably
appoints the Collateral Agent, each Receiver and each of their respective
Delegates and sub-delegates and each of them jointly and also severally to be
the attorney of the Chargor (with full powers of substitution and delegation),
in its name or otherwise and on its behalf and as its act and deed to:


 


(a)                                  sign, seal, execute, deliver and perfect and do
all deeds, instruments, acts and things which the Chargor may or ought to do
under the covenants and provisions in this Deed (or which the
Collateral Agent or any Receiver appointed under this Deed shall consider
requisite) at any time for carrying out any obligation imposed on the Chargor
by or pursuant to Clause 25 or at any time that an Event of Default has
occurred and is continuing for carrying out any obligation imposed on the
Chargor by or pursuant to this Deed (including but not limited to the
obligations of the Chargor under Clause 25);


 


(b)                                 generally in its name and on its behalf to
exercise all or any of the powers, authorities and discretions conferred by or
pursuant to this Deed or by any statute, or common law on the Collateral Agent
or any Receiver or which may be required or which the Collateral Agent or any
Receiver shall deem fit for carrying any sale, lease, charge, mortgage or
dealing by the Collateral Agent or any Receiver into effect or for giving to
the Collateral Agent or any Receiver the full benefit of these presents; and


 


(c)                                  generally to use its name in the exercise of
all or any of the powers, authorities or discretions conferred on the
Collateral Agent or any Receiver


 


36

















 


(provided that the
acts set out in (a), (b) and (c) above shall not be performed unless
an Event of Default has occurred and is continuing and in each case subject to
the terms, conditions and provisions of the Intercreditor Agreement).


 


24.2                          The Chargor ratifies and confirms and agrees to
ratify and confirm whatsoever any such attorney referred to in clause 24.1
shall do or purport to do by virtue of this clause 24 and all monies expended
by any such attorney shall be deemed to be expenses incurred by the Collateral
Agent under this Deed.


 


25.                                 FURTHER ASSURANCES


 


The Chargor shall, at its own expense, take whatever action the
Collateral Agent or a Receiver may require for:


 


(a)                                  creating, perfecting, maintaining or protecting
security intended to be created by or pursuant to this Deed (which, subject to
the terms of the First Priority Debenture, may include the execution of a legal
mortgage, charge, assignment or other security over all or any of the assets
which are, or are intended to be the subject of this Deed) or over any asset of
the Chargor referred to in this Deed;


 


(b)                                 after this Security has become enforceable,
subject to the Intercreditor Agreement, facilitating the realisation of any
Security Asset which are, or are intended to be, the subject of this Deed;


 


(c)                                  facilitating the exercise of any right, power
or discretion exercisable by the Collateral Agent or any Receiver or any of
their respective Delegates or sub-delegates in respect of any Security Asset;
or


 


(d)                                 creating and perfecting security in favour of
the Collateral Agent (equivalent to the security intended to be created by this
Deed) over any assets of the Chargor located in any jurisdiction outside
Ireland.


 


This includes:


 


(e)                                  the re-execution of this Deed;


 


(f)                                    the execution of any legal mortgage, charge,
transfer, conveyance, assignment or assurance of any property, whether to the
Collateral Agent or to its nominee; and


 


(g)                                 the giving of any notice, order or direction
and the making of any filing or registration,


 


provided that in no event shall the Chargor be required to enter into
any document that is prepared under and governed by the laws of any
jurisdiction other than the Collateral Jurisdictions or to take any action to
perfect the Security except as necessary under the laws of Ireland in order to
perfect this Security.


 


26.                                 PRESERVATION OF
SECURITY


 


26.1                          This Security is a continuing security and will
extend to the ultimate balance of the Secured Obligations, regardless of any
intermediate payment or discharge in whole or in part.


 


26.2                          If any payment by the Chargor or any discharge,
release or settlement given by a Secured Party (whether in respect of the
obligations of the Chargor or any security for those obligations or otherwise)
is avoided, adjusted or reduced as a result of insolvency:


 


37

















 


(a)                                  the liability of the Chargor will continue as
if the payment, discharge, release, settlement, avoidance, adjustment or
reduction had not occurred;


 


(b)                                 the Collateral Agent for the benefit of each
Secured Party shall be entitled to recover the value or amount of that security
or payment from the Chargor, as if the payment, discharge, release, settlement,
avoidance, adjustment or reduction had not occurred; and


 


(c)                                  the Collateral Agent shall be entitled to
enforce this Deed subsequently as if such payment, discharge, release,
settlement, avoidance, adjustment or reduction had not occurred and any such
payment had not been made.


 


26.3                          The obligations of the Chargor under this Deed
will not be affected by any act, omission, matter or thing which, but for this
clause 26.3, would reduce, release or prejudice any of its obligations
under this Deed or prejudice or diminish those obligations in whole or in part,
(whether or not known to it or any Secured Party) including:


 


(a)                                  any time, waiver, consent, indulgence or
concession granted to, or composition with, the Chargor, any of the other Loan
Parties or any other person; or


 


(b)                                 the release of the Chargor, any of the other
Loan Parties or any other person under the terms of any composition or
arrangement with any creditor of the Chargor or other person; or


 


(c)                                  the taking, variation, compromise, exchange,
renewal or release of, or refusal or neglect to perfect, take up or enforce,
any rights against, or security over assets of, the Chargor or other person or
any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any
security; or


 


(d)                                 the issuing, confirming, renewing, determining,
varying or increasing of any negotiable instrument in any manner whatsoever; or


 


(e)                                  any incapacity or lack of power, authority or
legal personality of or dissolution or change in the members or status or
constitution of the Chargor or any other person; or


 


(f)                                    any amendment, extension (whether of maturity
or otherwise), restatement (in each case, however fundamental and of whatsoever
nature) or replacement of any Indenture Document or any other document or
security or change in the terms of the Secured Obligations including any change
in the purpose of, any extension of or any increase in any facility or the
addition of any new facility under any Indenture Document or other document or
security; or


 


(g)                                 any unenforceability, illegality, invalidity or
non-provability of the Secured Obligations or any indebtedness or obligation of
the Chargor or other person under any Indenture Document or any other document
or security; or


 


(h)                                 any insolvency or similar proceedings; or


 


(i)                                     any merger or amalgamation (howsoever effected)
relating to the Chargor or any other person; or


 


(j)                                     any judgment obtained against the Chargor; or


 


38

















 


(k)                                  any act, event or omission which but for this
provision would or might operate to impair, discharge or otherwise affect the
obligations of the Chargor under this Deed.


 


26.4                          Without prejudice to the generality of clause
26.3, the Chargor expressly confirms that it intends that this Deed shall
extend from time to time to any variation, increase, extension or addition
(howsoever fundamental and of whatsoever nature and whether or not more
onerous) of or to any of the Indenture Documents and/or any facility or amount
made available under any of the Indenture Documents  including for the purposes of or in connection with any of
the following: acquisitions of any nature; increasing working capital; enabling
investor distributions to be made; carrying out restructurings; refinancing
existing facilities; refinancing any other indebtedness; making facilities
available to new borrowers; any other variation or extension of the purposes
for which any such facility or amount might be made available from time to
time; and any fees, costs and/or expenses associated with any of the foregoing.


 


26.5                          The Chargor waives any right it may have of
first requiring the Collateral Agent or any other Secured Party (or any trustee
or agent on its behalf) to make demand upon, proceed against or enforce any
other right or security or claim payment from any person or make or file any
proof or claim in any insolvency proceedings relative to any other person
before claiming from the Chargor under this Deed.  This waiver applies irrespective of any law
or any provision of the Indenture Documents to the contrary.


 


26.6                          During the Security Period the Collateral Agent
may:


 


(a)                                  refrain from applying or enforcing any other
monies, security or rights held or received by the Collateral Agent (or any
trustee or agent on its behalf) in respect of the Secured Obligations, or apply
and enforce the same in such manner and order as it sees fit (whether against
the Secured Obligations or otherwise) and the Chargor shall not be entitled to
the benefit of the same; and


 


(b)                                 hold in an interest-bearing suspense account
any monies received from the Chargor or on account of the Chargor’s liability
under this Deed.


 


26.7                          If this Security is enforced at a time when no
amount is due under the Indenture Documents but at a time when amounts may or
will become due, the Collateral Agent (or the Receiver) may pay the proceeds of
any recoveries effected by it into such number of interest-bearing suspense
accounts as it considers appropriate.


 


26.8                          The Collateral Agent shall be entitled to
retain this Deed after as well as before payment or discharge of the Secured
Obligations for such period as the Collateral Agent may determine.


 


26.9                          Subject to the terms of the Intercreditor
Agreement, during the Security Period, unless the Collateral Agent otherwise
directs, the Chargor shall not, after a claim has been made or by virtue of any
payment or performance by it under this Deed:


 


(a)                                  be subrogated to any rights, security or monies
held, received or receivable by any Secured Party (or any trustee or agent on
its behalf);


 


(b)                                 be entitled to any right of contribution or
indemnity in respect of any payment made or monies received on account of the
Chargor’s liability under this clause.


 


The Chargor shall hold in trust for and shall immediately pay or
transfer to the Collateral Agent for the Secured Parties or in accordance with
any directions given by the Collateral Agent under this clause any payment or
distribution or benefit of security received by it contrary to this clause.


 


39

















 


26.10                    This Deed is in addition to and shall not merge with or otherwise
prejudice or affect any contractual or other right or remedy or any other
guarantee or security for the Secured Obligations or any of them which are now
or may hereafter be held by any Secured Party whether from the Chargor or
otherwise.


 


26.11                    The Chargor shall not, without the prior consent of the Collateral
Agent, hold any security from any other party in respect of the Chargor’s
liability under this Deed.  The Chargor
will hold any security held by it in breach of this provision on trust for the
Collateral Agent and shall immediately transfer the same to the Collateral
Agent or as the Collateral Agent may direct.


 


26.12                    The Chargor waives any present or future right of set-off it may have
in respect of its Secured Obligations (including sums payable by the Chargor
under this Deed).


 


26.13                    None of the Collateral Agent, its nominee(s) or any Receiver or
Delegate shall be liable by reason of:


 


(a)                                  taking any action permitted by this Deed; or


 


(b)                                 any neglect or default in connection with the
Security Assets; or


 


(c)                                  taking possession of or realising all or any
part of the Security Assets.


 


27.                                 SET-OFF


 


The Chargor
hereby agrees that each Secured Party may at any time without notice and
notwithstanding any settlement of account or other matter whatsoever:


 


(a)                                  combine
or consolidate all or any of the Chargor’s then existing accounts wheresoever
located (including accounts in the name of the Secured Parties or of the
Chargor jointly with others) whether such accounts are current, deposit, loan
or of any other nature whatsoever, whether they are subject to notice or not
and whether they are denominated in euro or in any other currency; and/or


 


(b)                                 after
the occurrence of an Event of Default set-off or transfer any sum standing to
the credit of any one or more such accounts in or towards the satisfaction of
any Secured Obligations of the Chargor, any amount or other obligation owing by
the Collateral Agent to the Chargor, whether such liabilities be present,
future, actual or contingent, primary or collateral, several or joint or
matured or not.


 


Where such
combination, set-off or transfer requires the conversion of one currency into
another, such conversion shall be calculated at the then prevailing spot rate
of exchange of the relevant Secured Party (as conclusively determined by that
Secured Party) for purchasing the currency required with the other currency.


 


28.                                 MISCELLANEOUS


 


28.1                           (a)                                  If any subsequent charge or other Security
Interest (other than a Permitted Encumbrance) or any expropriation, attachment,
sequestration, distress or execution (or analogous process) affects any
Security Asset, any Secured Party may open a new account with the Chargor.


 


(b)                                 If a Secured Party does not open a new account,
it will nevertheless be deemed to have done so at the time when it received or
was deemed to have received notice of that charge or other interest.


 


40
















 


(c)           As from that time all payments made to that Secured Party will be
credited or will be deemed to be credited to the new account and will not
operate to reduce any Secured Obligation.


 


28.2         Without prejudice to any right of set-off any Secured Party may have
under this Deed, any Indenture Document or otherwise, if any time deposit
matures on any account the Chargor has with any Secured Party within the
Security Period when:


 


(a)           this Security has become enforceable; and


 


(b)           no Secured Obligation is due and payable,


 


that time deposit will automatically be renewed for any further
maturity which that Secured Party in its absolute discretion considers
appropriate unless that Secured Party otherwise agrees in writing.


 


28.3         (a)           To the extent that the assets mortgaged or charged under this Deed
constitute “financial collateral” and this Deed and the obligations of the
Chargor under this Deed constitute a “security financial collateral arrangement”
(in each case for the purpose of and as defined in the European Communities
(Financial Collateral) Regulations 2004 (S.I. No. 1 of 2004) (the “Regulations”)) the Collateral Agent shall
have the right after this Security has become enforceable to appropriate all or
any part of that financial collateral in or towards the satisfaction of the
Secured Obligations.


 


(b)           For the purpose of paragraph (a) above, the parties agree that the
value of the financial collateral so appropriated shall be the market value of
that financial collateral determined reasonably by the Collateral Agent by
reference to a public index or by such other process as the Collateral Agent
may select, including independent valuation. 
The parties further agree that the method of valuation provided for in
this Deed shall constitute a commercially reasonable method of valuation for
the purposes of the Regulations.


 


28.4         If, at any time, any provision of this Deed is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions
nor the legality, validity or enforceability of such provision under the law of
any other jurisdiction will in any way be affected or impaired and, if any part
of the security intended to be created by or pursuant to this Deed is invalid,
unenforceable or ineffective for any reason, that shall not affect or impair
any other part of the security.


 


28.5         The obligations
of the Chargor under this Deed shall be enforceable notwithstanding:


 


(a)           any
reconstruction, reorganisation or change in the constitution of any Secured
Party;


 


(b)           the acquisition
of all or any part of the undertaking of any Secured Party by any other person;
or


 


(c)           any merger or
amalgamation (however effected) relating to any Secured Party,


 


and references to
any Secured Party shall be deemed to include any person who, under the laws of
its jurisdiction of incorporation, domicile or other relevant applicable law
has assumed the rights and obligations of such Secured Party under this Deed or
to which under such laws the same have been transferred.


 


41

















 


29.           LITIGATION


 


In any litigation
relating to this Deed or any security given by the Chargor, the Chargor
irrevocably waives the right to interpose any defence based upon any statute of
limitations or any claim of laches or set-off or counter-claim of any nature or
description.


 


30.           ENTRIES IN ACCOUNTS


 


In any
proceedings arising out of or in connection with this Deed, the entries made in
the accounts maintained by the Collateral Agent are prima facie evidence of the matters to which they relate.


 


31.           CERTIFICATES AND DETERMINATIONS


 


Any certification
or determination by the Collateral Agent of a rate or amount under this Deed
is, in the absence of manifest error, conclusive evidence of the matters to
which it relates.


 


32.           REMEDIES AND WAIVERS


 


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


 


32.2         Any waiver or
consent by the Collateral Agent under this Deed must be in writing and may be
given subject to any conditions thought fit by the Collateral Agent. Any waiver
or consent shall only be effective in the specific instance and for the purpose
for which it is given. Neither this Deed nor any provision hereof may be
waived, amended or modified except pursuant to an agreement in writing between
the Collateral Agent and the Chargor and subject to any consent required in
accordance with Article 9 of the Indenture.


 


33.           ASSIGNMENT


 


33.1         This Deed shall
be binding upon and ensure to the benefit of each party hereto and its
successors and permitted assigns.


 


33.2         The Chargor may
not assign or transfer or enter into any trust arrangement with any third party
in respect of any of its rights, benefits and/or obligations under this Deed.


 


33.3         The Collateral
Agent may assign or transfer all or any of its rights and/or obligations under
this Deed to any person in accordance with the terms of Clause 7.05 of the U.S.
Security Agreement.


 


34.           VARIATION


 


34.1         This Deed may not
be amended or waived except by an instrument in writing signed by a duly
authorised officer or representative of the Collateral Agent and the Chargor.


 


34.2         Each of the
parties to this Deed agrees that there are no oral understandings between any
Secured Party and the Chargor in any way varying, contradicting or amplifying
the terms of this Deed.


 


34.3         This Deed
supersedes all prior representations, arrangements, understandings and
agreements and sets forth the entire, complete and exclusive agreement and
understanding between the parties as to the matters provided for in this Deed.


 


42

















 


35.           RELEASE


 


35.1         This
Deed and the security interest created in the Security Assets shall terminate
when all the Secured Obligations have been paid or discharged in full in cash
or the security interest created by this Deed is automatically released
pursuant to Section 11.04 of the Indenture.


 


35.2         Subject to clause 26 (Preservation
of Security), at the end of the Security Period, the Collateral
Agent shall, at the request and cost of the Chargor, take whatever action is
reasonably necessary to release, reconvey or re-assign the Security Assets to
the Chargor.


 


36.           NOTICES AND DEMANDS


 


36.1         Any communication
to be made under or in connection with this Deed shall be made in writing and,
unless otherwise stated, may be made by fax or letter.


 


36.2         The address and
fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to
be made or delivered under or in connection with this Deed is:


 


(a)           in the case of
the Chargor, that identified with its name below;


 


(b)           in the case of
the Collateral Agent, that identified with its name below,


 


or any substitute
address, fax number or department or officer as the Chargor may notify to the
Collateral Agent (or the Collateral Agent may notify to the Chargor, if a
change is made by the Collateral Agent) by not less than five Business Days’
notice.


 


36.3         Any communication
or document made or delivered by one person to another under or in connection
with this Deed will be effective only:


 


(a)           if by way of fax,
when received in legible form during normal business hours; or


 


(b)           if by way of
letter, when it has been left at the relevant address or five Business Days
after being deposited in the post postage prepaid in an envelope addressed to
it at that address.


 


36.4         Any communication
or document to be made or delivered to the Collateral Agent will be effective
only when actually received by the Collateral Agent and then only if it is
expressly marked for the attention of the department or officer identified with
the Collateral Agent’s signature below (or any substitute department or officer
as the Collateral Agent shall specify for this purpose).


 


37.           COUNTERPARTS


 


This Deed may be executed in any number of counterparts and all of
those counterparts taken together shall be deemed to constitute one and the
same instrument.


 


38.           LAW AND JURISDICTION


 


38.1         This Deed shall be governed by and construed in accordance with the
laws of Ireland.


 


38.2         The courts of Ireland have exclusive jurisdiction to settle any dispute
arising out of or in connection with this Deed (including a dispute regarding
the existence, validity or termination of this Deed or any non-contractual
obligation arising out of or in connection with this Deed) (a “Dispute”).


 


43

















 


38.3         The Parties agree that the Courts of Ireland are the most appropriate
and convenient courts to settle Disputes and accordingly no Party will argue to
the contrary.


 


38.4         This clause 38 is for the benefit of the Secured Parties
only.  As a result, no Secured Party shall
be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction.  To the extent allowed
by law, the Secured Parties may take concurrent proceedings in any number of
jurisdictions.


 


39.           COLLATERAL AGENT


 


39.1         The Collateral Agent holds the benefit of this Deed (and any other
security created in its favour pursuant to this Deed) as agent for and on
behalf of the Secured Parties pursuant to the terms of the Indenture and the
U.S. Security Agreement. The retirement of the person for the time being acting
as Collateral Agent and the appointment of a successor shall be effected in the
manner provided for in the Indenture.


 


39.2         Nothing in this Deed shall constitute or be deemed to constitute a
partnership between any of the Secured Parties and the Collateral Agent.


 


40.           INTERCREDITOR
AGREEMENT


 


The security interests created by this Deed on the Security Assets are
subordinate to the security interests on such property created by any similar
instrument already granted in such property in accordance with the provisions
of the Intercreditor Agreement including the First Priority Debenture.  Notwithstanding anything to the contrary
contained herein, the exercise of any right or remedy by the Collateral Agent
hereunder is subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the
terms of the Intercreditor Agreement and this Deed, the terms of the
Intercreditor Agreement shall govern.


 


THIS
DEED has been executed and
delivered as a deed on the date stated at the beginning of this Deed.


 


44

















 


SCHEDULE
1


 


Forms of Letter for Security Accounts


 


Part 1
— Notice to Account Bank


 


To:          [Insert name of
Account Bank]


 


Copy:     [Insert name of
Collateral Agent]


 


Date:


 


Dear Sirs,


 


Debenture dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent]  (the “Debenture”)


 


This letter constitutes notice to you that under the Debenture [insert name of
Chargor] (the “Chargor”)
has [assigned/charged (by way of a first
fixed charge)] in favour of [insert name of Collateral Agent]
as trustee for the Secured Parties referred to in the Debenture (the “Collateral Agent”) as second priority [assignee/chargee] all of its rights in
respect of any amount standing to the credit of any account maintained by the
Chargor with you and detailed below (the “Security
Accounts”) and the debts represented by the Security Accounts.


 


“Security Accounts” means [detail accounts].


 


Upon the occurrence of an Event of Default under the Debenture which is
continuing and the issuance of a notice to this effect by the Collateral Agent
to you (a “Default Notice”) the
Chargor irrevocably instructs and authorises you to:


 


(a)           disclose to the Collateral Agent any
information relating to any Security Account requested from you by the
Collateral Agent;


 


(b)           comply with the terms of any written notice or
instruction relating to any Security Account received by you from the
Collateral Agent;


 


(c)           hold all sums standing to the credit of any Security
Account to the order of the Collateral Agent;


 


(d)           pay or release any sum standing to the credit
of any Security Account in accordance with the written instructions of the
Collateral Agent; and


 


(e)           pay all sums received by you for the account of
the Chargor to the credit of a Security Account.


 


The Chargor is not permitted to withdraw any amount from any Security
Account other than in accordance with clause 13.2(a) of the Debenture
which permits the Chargor to withdraw amounts prior to the Enforcement Date.


 


The Chargor acknowledges that you may comply with the instructions in
this letter without any further permission from it and without any enquiry by
you as to the justification for or validity of any request, notice or
instruction.


 


The instructions in this letter may not be revoked or amended without
the prior written consent of the Collateral Agent.


 


45

















 


This letter or any non-contractual obligation arising out of or in
connection with this letter is governed by the laws of Ireland.


 


Please send to the Collateral Agent at [ · ] with a copy to the Chargor the attached
acknowledgement confirming your agreement to the above and giving the further
undertakings set out in the acknowledgement.


 


Yours
faithfully,


 


	
   

  	
   

  
	
  (Authorised signatory)

  	
   

  



 


For [Insert name of
Chargor]


 


46

















 


Part 2
— Acknowledgement of Account Bank


 


To:          [Insert name of
Collateral Agent]


 


Date:


 


Dear Sirs,


 


Debenture dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)


 


We confirm receipt from [insert name of Chargor] (the “Chargor”) of a notice dated [ · ] of [an
assignment / a charge] upon the terms of the Debenture over all the
rights of the Chargor to any amount standing to the credit of any of its
accounts with us specified in the notice (the “Security Accounts”).


 


We confirm that we:


 


(a)           accept the instructions contained in the notice and agree to comply
with the notice;


 


(b)           have not received notice of the interest of any third party in any
Security Account;


 


(c)           have neither claimed nor exercised, nor will
claim or exercise, any security interest, set-off, counter-claim, lien or other
right in respect of any Security Account;


 


(d)           will not permit any amount to be withdrawn from
any Security Account; and


 


(e)           will pay all sums received by us for the
account of the Chargor to a Security Account.


 


Nothing contained in any of our arrangements with you shall commit us
to providing any facilities or making advances available to the Chargor.


 


This letter or any non-contractual obligation arising out of or in
connection with this letter is governed by the laws of Ireland.


 


Yours
faithfully,


 


	
   

  	
   

  
	
  (Authorised signatory)

  	
   

  



 


For [Insert name of
Account Bank]


 


47

















 


SCHEDULE 2


 


Forms of Letter for Insurances


 


Part 1
— Form of Notice of Assignment


 


(for
attachment by way of endorsement to the insurance policies)


 


To:          [Insert name of Insurer]


 


Copy:     [Insert name of Collateral Agent]


 


Date:


 


Dear Sirs,


 


Debenture
dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)


 


This letter
constitutes notice to you that under the Debenture, [insert name of Chargor]
(the “Chargor”) has assigned in
favour of [insert
name of Collateral Agent] as trustee for the Secured
Parties referred to in the Debenture (the “Collateral
Agent”) as second priority assignee all amounts payable to it under
or in connection with any contract of insurance of whatever nature taken out
with you by or on behalf of it or under which it has a right to claim (each an “Insurance”) and all of its rights in
connection with those amounts.


 


A reference in this
letter to any amounts excludes all amounts received or receivable under or in
connection with any third party liability Insurance and required to settle a
liability of the Chargor to a third party.


 


The Chargor confirms
that:


 


(a)           it will remain liable under [the /
each] Insurance to perform all the obligations assumed by it under [the / that] Insurance; and


 


(b)           none of the Collateral Agent, its agents, any receiver or any other
person will at any time be under any obligation or liability to you under or in
respect of [the / any] Insurance.


 


(c)           upon the occurrence of an Event of Default under the Debenture which is
continuing and the issuance of a notice to this effect by the Collateral Agent
to you (a “Default Notice”) all
amounts payable to the Chargor under [the /
each] Insurance will be paid to the Collateral Agent at:


 


	
  Bank:

  	
   

  	
  [ · ]

  
	
  Account Number:

  	
   

  	
  [ · ]

  
	
  Account Name:

  	
   

  	
  [ · ]

  
	
  Sort Code:

  	
   

  	
  [ · ]

  



 


or
such other account as the Collateral Agent may specify from time to time; and


 


(d)           upon the issuance of a Default Notice any rights of the Chargor in
connection with those amounts will be exercisable by, and notices must be given
to, the Collateral Agent or as it directs.


 


Subject to the above, the Chargor will also remain entitled to exercise
all of its rights under [the / each]
Insurance and you should continue to give notices under [the / each] Insurance to the Chargor,
unless and 


 


48

















 


until you receive such a Default Notice from the Collateral Agent to
the contrary stating that the Security has become enforceable.


 


The instructions in
this letter may not be revoked or amended without the prior written consent of
the Collateral Agent.


 


Please note on the
relevant contracts the Secured Parties’ interest as sole loss payee and the
Collateral Agent’s interest as first priority assignee of those amounts and
rights and send to the Collateral Agent at [ · ] with a copy to the Chargor the attached
acknowledgement confirming your agreement to the above and giving the further
undertakings set out in the acknowledgement.


 


The Chargor
acknowledges that you may comply with the instructions in this letter without
any further permission from it and without any enquiry by you as to the
justification for or validity of any request, notice or instruction.


 


This letter or any
non-contractual obligation arising out of or in connection with this letter is
governed by the laws of Ireland.


 


Yours
faithfully,


 


	
   

  	
   

  
	
  [Insert name of Chargor]

  	
   

  



 


49

















 


Part 2
— Form of Letter of Undertaking


 


To:          [Insert name of Collateral Agent]


 


Date:


 


Dear Sirs,


 


Debenture
dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)


 


We confirm receipt
from [insert
name of Chargor] (the “Chargor”)
of a notice dated [ · ] of an assignment by the Chargor upon the terms
of the Debenture of all amounts payable to it under or in connection with any
contract of insurance of whatever nature taken out with us by or on behalf of
it or under which it has a right to claim (each an “Insurance”) and all of its rights in connection with those
amounts.


 


Terms used in this
letter that are not defined in this letter have the same meaning in this letter
as in the Debenture.


 


A reference in this
letter to any amounts excludes all amounts received or receivable under or in
connection with any third party liability Insurance and required to settle a
liability of the Chargor to a third party.


 


In consideration of
your agreeing to the Chargor continuing its insurance arrangements with us we:


 


1.             accept the instructions contained in the notice and agree to comply
with the notice;


 


2.             confirm that we have not received notice of the interest of any third
party in those amounts and rights;


 


3.             will not agree to any amendment, waiver or release of any provision in [the / each of those] contract[s] without the prior written consent of
the Collateral Agent;


 


4.             undertake to note on [the / each of
those] contract[s] the
interest of the Secured Parties as sole loss payee and the interest of the
Collateral Agent as first priority assignee of those amounts and rights;


 


5.             undertake to name on [the / each of
those] contract[s] (other
than the third party liability Insurances and the employer’s liability
Insurances) the Collateral Agent as co-insured for their separate interests [and to note the Collateral Agent  as indemnified party under the Indemnity to Principals
clause on [all / each of the] third party liability Insurances and employer’s
liability Insurances];


 


6.             upon the issuance of a Default Notice, undertake to pay all amounts
under [the / each of those]
contract[s] to the Collateral
Agent at the account specified in the notice or such other account as the
Collateral Agent may specify from time to time;


 


7.             undertake to disclose to you without any reference to or further
authority from the Chargor any information relating to [the / each of those] contract[s] which you may at any time request;


 


8.             undertake that [the / each of those]
contract[s] shall contain (i) a
non invalidation clause whereby [the / each
of those] contract[s]
shall not be vitiated or avoided as against the Collateral Agent in the event
or as a result of any fraud, misrepresentation, or neglect or failure to make
disclosure on the part of the Chargor, any tenant or other insured party or
breach of any warranty or condition of the insurance policy, in any
circumstances beyond the control of the Collateral Agent; (ii) a waiver of
all 


 


50

















 


rights
of subrogation against the Collateral Agent and the Chargor; (iii) terms
providing that [the / each of those]
contract[s] shall not be
invalidated so far as the Collateral Agent is concerned for failure to pay any
premium due without the insurer first giving to the Collateral Agent not less
than 30 days’ written notice; (iv) terms providing that we shall give the
Collateral Agent not less than 30 days’ written notice of any cancellation or
non renewal of insurances and in the case of non renewal, subject to payment
being made by or on behalf of the Secured Parties of the pro rata amount of the
premium for such 30 day notice period.


 


9.             undertake to notify you of any breach by the Chargor of [the / each of those] contract[s] of which it is aware and to allow you
or any of the other Secured Parties to remedy any breach of [the / each of those] contract[s]; and


 


10.           confirm that we have neither claimed nor exercised, nor will claim or
exercise any set-off, counterclaim or other right in respect of [the / each of those] contract[s].


 


This letter or any
non-contractual obligation arising out of or in connection with this letter is
governed by the laws of Ireland.


 


Yours
faithfully,


 


	
   

  	
   

  
	
  for [Insert name of Insurer]

  	
   

  



 


51
















 


SCHEDULE 3


 


Forms of Letter for Relevant Contracts


 


Part 1
— Notice to Counterparty


 


	
  To:

  	
  [Insert name of Counterparty]

  
	
   

  	
   

  
	
  Copy:

  	
  [Insert name of Collateral Agent]

  



 


Date:


 


Dear Sirs,


 


Debenture
dated [ · ] between [insert name of Chargor] and [insert name of Collateral Agent] (the “Debenture”)


 


This letter
constitutes notice to you that under the Debenture, [insert name of Chargor]
(the “Chargor”) has assigned in
favour of [insert
name of Collateral Agent] as trustee for the Secured
Parties referred to in the Debenture (the “Collateral
Agent”) as second priority assignee all of its rights in respect of [insert details of
Relevant Contract(s)] (the “Relevant Contract[s]”).


 


The Chargor confirms
that:


 


(a)                                  it will remain liable under [the / each] Relevant Contract to perform
all the obligations assumed by it under [the
/ that] Relevant Contract; and


 


(b)                                 none of the Collateral Agent, its agents, any
receiver or any other person will at any time be under any obligation or
liability to you under or in respect of [the
/ any] Relevant Contract.


 


The Chargor will also
remain entitled to exercise all of its rights under [the / each] Relevant Contract and you should continue to give
notice under [the / each] Relevant
Contract to the Chargor, unless and until you receive notice from the
Collateral Agent stating that the security has become enforceable.  In this event, all of its rights will be
exercisable by, and notices must be given to, the Collateral Agent or as it
directs.


 


The instructions in
this letter may not be revoked or amended without the prior written consent of
the Collateral Agent.


 


Please send to the
Collateral Agent at [ · ] with a copy to ourselves the attached
acknowledgement confirming your agreement to the above and giving the further
undertakings set out in the acknowledgement.


 


The Chargor
acknowledges that you may comply with the instructions in this letter without
any further permission from it and without any enquiry by you as to the
justification for or validity of any request, notice or instruction.


 


This letter or any
non-contractual obligation arising out of or in connection with this letter is
governed by the laws of Ireland.


 


52

















 


Yours
faithfully,


 


 


	
   

  	
   

  
	
  (Authorised signatory)

  	
   

  



 


[Insert name of Chargor]


 


53

















 


SCHEDULE 4


 


Shares


 


Part 1 — Dividend Mandate


 


	
  To:

  	
  The Secretary

  



 


Date:


 


Dear Sirs,


 


Debenture dated [ · ] between [insert name of
Chargor] and [insert name of
Collateral Agent] (the “Debenture”)


 


We refer to:


 


(A)                              the [ · ] (the “Shares”) in [ · ]
(the “Company”), of which [insert name of
Chargor] is entitled to be the registered holder pursuant
to transfers of those shares executed by the registered holders thereof; and


 


(B)                                the
Debenture creating security interests over the Shares, a copy of which is
attached, to secure the payment of certain monies, and in particular clause 7.2 (Creation of Security) of the Debenture.


 


We hereby request that following the occurrence of
an Event of Default which is continuing and the issuance of a notice to this
effect by the Collateral Agent to you:


 


1.                                       you
shall forward to the Collateral Agent, until further written notice by the
Collateral Agent, all cash dividends that may become from time to time payable
on so many of the Shares as are specified in paragraph (A); and


 


2.                                       you
act in accordance with paragraph 1 and the request therein without requiring
further evidence of the identity of the Collateral Agent, the number of the
Shares in respect of which the Collateral Agent is entitled under the Debenture
to receive dividends or any other matter relating to compliance with, or
entitlement under, the Debenture.


 


This request is irrevocable.  Compliance with this request shall be a good
discharge to the Company.


 


This letter or any non-contractual obligation arising out of or in connection with
this letter is governed by the laws of Ireland.


 


Yours faithfully,


 


 


	
   

  	
   

  
	
  Authorised Signatory

  	
   

  



 


For [Insert name of Chargor]


 


54

















 


Part 2 — Letter of Authority


 


	
  To:

  	
  [Insert
  name of Collateral Agent] (the
  “Collateral Agent”)

  



 


Date:


 


Dear Sirs,


 


Debenture dated [ · ] between [insert name of
Chargor] and [insert name of
Collateral Agent] in respect of the shares held by [Insert name of Chargor] in [ · ] (the “Debenture”)


 


We hereby unconditionally and irrevocably authorise
the Collateral Agent to date and otherwise complete the share transfer forms in
respect of the above mentioned shares deposited by us with the Collateral Agent
and its agents pursuant to the Debenture, as and when the Collateral Agent
becomes entitled to date and complete the same pursuant to the terms of the
Debenture.


 


Yours faithfully,


 


 


	
   

  	
   

  
	
  Authorised Signatory

  	
   

  



 


For [Insert name of relevant Chargor]


 


55

















 


Part 3 — Letter of Resignation


 


	
  To:

  	
  The Directors

  
	
   

  	
  [Insert
  Company name]

  
	
   

  	
  [Insert
  Company address]

  



 


Date:


 


Dear Sirs,


 


I hereby resign
as a director of the Company with immediate effect [and confirm that I have no right or claim of whatsoever nature against
the Company or any of its subsidiaries for loss of office, redundancy, unfair
dismissal or breach of contract or on any other grounds whatsoever].


 


Please make the
appropriate amendments to the Register of Directors.


 


Kindly also
confirm that the appropriate forms have been filed in the Companies
Registration Office.


 


This letter or any non-contractual obligation arising out
of or in connection with this letter shall be
governed by and construed in accordance with the laws of Ireland.


 


 


	
  SIGNED and DELIVERED as a DEED

  
	
  by

  	
   

  	
   

  
	
  in the presence
  of:

  



 


	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  



 


56

















 


Part 4 — Letter of Authority
to Date


 


	
  To:

  	
  [Insert
  name of Collateral Agent] (the “Collateral Agent”)

  



 


Date:


 


Dear Sirs,


 


[Insert name of Company] (the “Company”)


 


I hereby
unconditionally and irrevocably authorise the Collateral Agent to date the
resignation letter in respect of the Company deposited by me with the
Collateral Agent pursuant to the debenture dated [ · ]
between [Insert
name of Chargor] and the Collateral Agent (the “Debenture”), as and when the Collateral
Agent becomes entitled to date the same pursuant to the terms of the Debenture.


 


	
  Signed:

  	
   

  	
   

  
	
   

  	
  [Insert
  name of Director]

  	
   

  



 


57

















 


SCHEDULE
5


 


Excluded Collateral


 


58

















 


Signatories
(to Debenture)


 


The Chargor


 


PRESENT
when the Common Seal of


SEAGATE TECHNOLOGY PLC


was affixed hereto:


 


 


	
   

  	
  /s/ Kenneth M. Massaroni

  
	
   

  	
  Kenneth M. Massaroni

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Patrick J. O’Malley III

  
	
   

  	
  Patrick J. O’Malley III

  
	
   

  	
  Director

  



 


	
  Address:

  	
  C/o Seagate Technology HDD Holdings

  
	
   

  	
  920 Disc Drive

  
	
   

  	
  Scotts Valley

  
	
   

  	
  California 95066

  
	
   

  	
  U.S.A.

  
	
   

  	
   

  
	
  Fax:

  	
  001-831-439-2353

  
	
   

  	
   

  
	
  Attention:

  	
  Richard Caloca

  



 


In the presence of:


 


 


	
  /s/ Demetrios N. Mavrikis

  	
   

  
	
  Witness Signature

  	
   

  
	
  Name: Demetrios N. Mavrikis

  	
   

  
	
  Address: 920 Disc Dr, Scotts Valley, CA 95066

  	
   

  
	
  Occupation: Executive Assistant

  	
   

  



 


 


[Signature
Page to Second Priority Debenture – Seagate Technology plc]


 

















 


	
  The Collateral Agent

  	
   

  
	
   

  	
   

  
	
  SIGNED
  by 

  	
    /s/ Maddy
  Hall

  	
   

  
	
  for and on behalf of

  	
   

  
	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  	
   

  
	
  as Collateral Agent

  	
   

  
	
  in the presence of: /s/ Brian A. Buchanan

  	
   

  
			



 


 


	
  Address:

  	
  c/o Wells Fargo Bank

  
	
   

  	
  Corporate
  Trust Services

  
	
   

  	
  707
  Wilshire Blvd, 17th Floor

  
	
   

  	
  Los Angeles, CA 90017

  
	
   

  	
   

  
	
  Fax:

  	
  001-213-614-3355

  
	
   

  	
   

  
	
  Attention:

  	
  Maddy Hall, CCTS

  
	
   

  	
  Vice President

  



 


[Signature
Page to Second Priority Debenture – Seagate Technology plc]