Common use of Agreed Security Principles Clause in Contracts

Agreed Security Principles. 1.1 The Guarantees to be provided by the Issuers and the Guarantors will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule 2.1 identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees to be taken in relation to this Indenture, and of any future Liens or security, if any, to be taken as of the date such Liens are granted. 1.2 The Agreed Security Principles embody a recognition by all parties that there may be certain legal, commercial and practical difficulties in obtaining effective security from the Company and each of its Restricted Subsidiaries in every jurisdiction in which the Company and its Restricted Subsidiaries are located. In particular: (a) general statutory or other legal limitations or requirements, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, retention of title claims and similar matters may limit the ability of the Company or any of its Restricted Subsidiaries to provide a Guarantee or may require that it be limited as to amount or otherwise, and if so the same shall be limited accordingly, provided that the Company or the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each of the Restricted Subsidiary; (b) the Company and its Restricted Subsidiaries will not be required to give Guarantees or enter into security document if (or to the extent) it is not within the legal capacity of the Company or its relevant Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of the Company or any of the Restricted Subsidiaries, provided that the Company and each of its Restricted Subsidiaries shall use reasonable endeavors to overcome any such obstacle; (c) a key factor in determining whether or not security shall be taken is the applicable cost (including adverse effects on interest deductibility, registration taxes and notarial costs) which shall not be disproportionate to the benefit to the Holders of obtaining such security; (d) where there is material incremental cost involved in creating security over all assets owned by any of the Issuers or a Guarantor in a particular category (e.g. real estate), regard shall be had to the principle stated at paragraph 1.2

Agreed Security Principles. 1.1 The Guarantees to be provided by the Issuers and the Guarantors will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule 2.1 1 identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees to be taken in relation to this Indenture, and of any future Liens or security, if any, to be taken as of the date such Liens are granted. 1.2 The Agreed Security Principles embody a recognition by all parties that there may be certain legal, commercial and practical difficulties in obtaining effective security from the Company and each of its Restricted Subsidiaries in every jurisdiction in which the Company and its Restricted Subsidiaries are located. In particular: (a) general statutory or other legal limitations or requirements, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, retention of title claims and similar matters may limit the ability of the Company or any of its Restricted Subsidiaries to provide a Guarantee or may require that it be limited as to amount or otherwise, and if so the same shall be limited accordingly, provided that the Company or the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each of the Restricted Subsidiary; (b) the Company and its Restricted Subsidiaries will not be required to give Guarantees or enter into security document if (or to the extent) it is not within the legal capacity of the Company or its relevant Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of the Company or any of the Restricted Subsidiaries, provided that the Company and each of its Restricted Subsidiaries shall use reasonable endeavors to overcome any such obstacle; (c) a key factor in determining whether or not security shall be taken is the applicable cost (including adverse effects on interest deductibility, registration taxes and notarial costs) which shall not be disproportionate to the benefit to the Holders of obtaining such security; (d) where there is material incremental cost involved in creating security over all assets owned by any of the Issuers or a Guarantor in a particular category (e.g. real estate), regard shall be had to the principle stated at paragraph 1.2

Agreed Security Principles. 1.1 The Guarantees to be provided by the Issuers and the Guarantors will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule 2.1 identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees to be taken in relation to this Indenture, and of any future Liens or security, if any, to be taken as of the date such Liens are granted. 1.2 The Agreed Security Principles embody a recognition by all parties that there may be certain legal, commercial and practical difficulties in obtaining effective security from the Company and each of its Restricted Subsidiaries in every jurisdiction in which the Company and its Restricted Subsidiaries are located. In particular: (a) general Each Group Company which is or becomes a Material Group Company will provide a Guarantee and give Transaction Security over such assets as set out in the Secured Finance Documents. The Parent shall provide Transaction Security over the shares in the Issuer and any Shareholder Debt owing by the Issuer. (b) General statutory or other legal and customary limitations or requirements, (e.g. financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, benefit and retention of title claims and similar matters claims) may limit the ability of the a Material Group Company or any of its Restricted Subsidiaries to provide a Guarantee or may Transaction Security without inclusion of provisions limiting the responsibility for granting full legal valid and perfected Transaction Security or require that it be such Transaction Security is limited as to by an amount or otherwise, and if so the same shall be limited accordingly, provided that the Company or the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each of the Restricted Subsidiary;. (bc) Any Guarantee and Transaction Security and extent of its perfection and scope shall take into account the cost, work and time required to provide such Guarantee and Transaction Security which must be proportionate to the benefit accruing to the Secured Parties as reasonably agreed between the Company and its Restricted Subsidiaries the Super Senior RCF Agent. (d) Material Group Companies will not be required to give Guarantees any Guarantee or enter into security document if provide Transaction Security to the extent it would: (i) result in any breach of corporate benefit, financial assistance, fraudulent preference or thin capitalisation laws or regulations (or to the extentanalogous restrictions) of any applicable jurisdiction; (ii) it is not within the legal capacity of the relevant Material Group Company; or (iii) if and to the extent it would result in a significant risk to the officers of the relevant Group Company or its relevant Restricted Subsidiary or if the same would conflict with the of contravention of their fiduciary duties and/or of their directors or contravene any legal prohibition or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal civil or criminal liability, unless such Guarantee or Security documents are accompanied by relevant provisions (such as "limitation language") limiting the potential liability for any officer the relevant Group Company, its management, officers or director of the Company or any of the Restricted Subsidiariesother employees, provided that the Company and that, in each of its Restricted Subsidiaries shall use case, reasonable endeavors to overcome any such obstacle;obstacle shall be used by the relevant Group Company. (ce) Any assets subject to pre-existing third party arrangements which are permitted by the Secured Finance Documents or any other contractual restrictions on assignments or absence of necessary regulations, registrations or similar, and which prevent those assets from being charged, will be excluded from any relevant Transaction Security Document but the Material Group Companies must use reasonable endeavours to obtain consent to charging any such assets if the relevant asset is material. (f) Transaction Security Documents shall operate to create Transaction Security rather than to impose any new commercial obligations or restrictions on use of the assets in the relevant Material Group Company's ordinary course of business prior to an event of default (i.e. blocking, transfer of title or similar) and shall, accordingly, not contain additional or duplicate representations or undertakings to those contained in the Secured (g) Guarantees and Transaction Security will not be required from or over the assets of any joint venture or similar arrangement or any company in which a key factor Material Group Company holds a minority interest. (h) Except where an event of default is continuing, perfection of Transaction Security will not be required if it would materially and adversely affect the ability of the relevant Material Group Company to conduct its operations or business in determining whether or not the ordinary course, provided that any security over the shares in Group Companies and any Shareholder Debt shall be taken perfected in all circumstances. (i) No notice of Transaction Security over receivables may be given to third party debtors (i.e. excluding Group Companies and any Shareholder Creditor) until an event of default has occurred, regardless if such notice is the applicable cost required for perfection of such Transaction Security. (including adverse effects on interest deductibility, registration taxes and notarial costsj) which No Material Group Company shall not be disproportionate under an obligation to grant any Transaction Security over any hedging contracts. (k) No Guarantor shall be required to issue any business mortgage certificates to the benefit extent it does not have any assets that would be subject to the Holders Security under a pledge of obtaining such security;mortgage certificates. (dl) where there Transaction Security will be enforceable when an event of default has occurred and is material incremental cost involved continuing. (m) The Security Agent shall only be able to: (i) exercise any powers of attorney (including, but not limited to, in creating security over all assets owned by respect of voting rights appertaining to any shares) granted under any Transaction Security Document or have the right to receive any dividends if an event of default has occurred and is continuing and the Issuers Security Agent has given notice of its intention to exercise such powers of attorney, voting rights or a Guarantor in a particular category dividend rights (e.g. real estateas applicable), regard shall upon which such rights may no longer be had exercised by the relevant pledgor; or (ii) exercise any other form of power of attorney granted under any Security Document if and when the relevant Group Company has failed to the principle stated at paragraph 1.2comply with a further assurance or perfection obligation within five (5) Business Days of receiving prior notice of it.

Agreed Security Principles. 1.1 The Guarantees to be provided by the Issuers Issuer and the Guarantors will be given in accordance use their commercially reasonable efforts to grant, or take perfection or similar actions that are required under applicable law with certain agreed respect to, a second priority security principles interest (subject to Permitted Liens, the “Agreed Security Principles”). This Schedule 2.1 identifies Intercreditor Agreement, the Agreed Security Principles and addresses the manner Excluded Collateral Actions) to the Notes Collateral Agent, for the benefit of itself, the Trustee and the Holders of the Notes in all assets that secure the ABL Facility or any other future Domestic Priority Debt (other than Excluded Assets). However, if after the use of commercially reasonable efforts, the Issuer or the applicable Guarantor determines in good faith that it cannot grant such security interest to, or cannot accomplish the required or necessary perfection or similar actions under the applicable laws of any jurisdiction outside the United States and Canada for the benefit of, the Notes Collateral Agent, for the benefit of itself, the Trustee and the Holders of the Notes, without undue burden or expense or because the laws of a particular jurisdiction do not recognize the concept of a “second priority lien,” “junior priority lien,” “second priority security interest” or “junior priority security interest,” the Issuer and the Guarantors shall not be required to grant such security interest and/or accomplish such perfection or similar actions, even if a security interest has been granted to, or such perfection or similar actions have been accomplished for the benefit of, the lenders under the ABL Facility or any holders of other Domestic Priority Debt (such collateral shall be referred to as “Excluded Collateral” and such excepted perfection or similar actions shall be referred to as “Excluded Actions”). Notwithstanding anything to the contrary in the Notes Documents, the Notes, any Guarantees and any Obligations under this Indenture will not be secured by any assets, and the Issuer and the applicable Guarantors will not be required to accomplish any perfection or similar actions under the applicable laws of any jurisdiction for the benefit of, the Notes Collateral Agent, for the benefit of itself, the Trustee and the Holders of the Notes, to the extent that holders of Domestic Priority Debt (i) are not granted a Lien on such assets or do not receive a perfected security interest in such assets under the applicable laws of any jurisdiction for any reason, (ii) waive any requirement to xxxxx x Xxxx on, or accomplish perfection or similar actions under the applicable laws of any jurisdiction for, such assets or (iii) release their Lien on, or perfected security interest in, such assets (or if such Lien is automatically released) (other than in the case of this clause (iii) if such release occurs in connection with the discharge in full of all obligations owing under such Domestic Priority Debt which discharge (A) is not in connection with a foreclosure of, or other exercise of remedies with respect to, such assets or (B) is not in connection with a replacement or refinancing of such Domestic Priority Debt, it being understood that in the case of this clause (B) the Notes will be secured on a junior priority basis by Collateral that secures the Domestic Priority Debt that is outstanding after giving effect to any such replacement or refinancing, subject to the Agreed Security Principles will impact and the Excluded Collateral Actions). For the avoidance of doubt, the following categories shall be deemed to be Excluded Collateral and/or Excluded Actions: • if the cost of providing such guarantee or lien and/or perfecting such security interest on a second or be determinant junior priority basis is not proportionate to the benefit accruing to the Holders; • if there is material incremental cost or expense involved in creating, granting or perfecting a second or junior priority lien or security interest over the assets of the Guarantees Issuer or applicable Guarantor in a particular category of assets and/or a particular jurisdiction, only the material assets in that category and/or jurisdiction will be subject to such lien if doing so would result in a savings of such material incremental cost or expense (it being understood that if the whole category of such assets is not material, then no actions shall be required to be taken in relation respect of such category and/or in such jurisdiction); • if providing and/or perfecting such lien on a second or junior priority basis (i) requires consent before such assets may be secured and/or perfected or (ii) where providing and/or perfecting such lien would, without the consent of a third party, give such third party the right to this Indentureterminate or otherwise amend any rights, and of any future Liens or security, if any, to be taken as benefits and/or obligations of the date Issuer or the Guarantors in respect of those assets or require any of them to take any action materially adverse to their interests and (subject to certain conditions being met) in respect of either clause (i) or (ii) such Liens are granted. 1.2 The Agreed Security Principles embody consent cannot be obtained after the use of commercially reasonable efforts; • if providing and/or perfecting such lien on a recognition second or junior lien basis would be prohibited by all parties that there may be certain legalapplicable law, commercial and practical difficulties in obtaining effective security from the Company and each of its Restricted Subsidiaries in every jurisdiction in which the Company and its Restricted Subsidiaries are located. In particular: (a) general statutory or other legal limitations or requirementslimitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, retention of title claims and rules or similar matters or providing and/or perfecting security would be outside the applicable pledgor’s capacity or conflict with fiduciary duties of directors or cause material risk of personal or criminal liability after the use of commercially reasonable efforts to overcome such prohibitions (if possible); • if in certain jurisdictions it may limit be either impossible or impractical to create and/or perfect a second or junior priority lien over certain categories of assets or over all assets, such lien will not be granted and/or required to be perfected over such assets in such jurisdictions; • if providing and/or perfecting such lien would have a material adverse effect (as reasonably determined in good faith by the Company) on the ability of the Company or any of its Restricted Subsidiaries to provide a Guarantee conduct its operations and business in the ordinary course as otherwise permitted by this Indenture and any requirement under the Agreed Security Principles to seek consent of any person or may require that it be limited as to amount take or otherwise, and if so the same not take any other action shall be limited accordingly, provided that subject to this principle; • no perfection or similar action will be required in jurisdictions where the Company Issuer or a Guarantor is not located or organized but perfection or similar action or actions to make enforceable any lien may be required in the relevant Restricted jurisdiction of another Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each or where the assets of the Restricted Subsidiary; Issuer or such Guarantor may also be located and no perfection or similar action will be required in any supra-national registries; • in the case of bank or securities accounts not located in the United States or Canada, if providing such lien and/or perfecting liens thereon would require giving notice to the banks with whom such accounts are maintained, such notice will only be provided after the Notes are accelerated (bit being understood that whether located in the United States, Canada or elsewhere, control agreements (or similar perfection arrangements) the Company and its Restricted Subsidiaries will not with respect to any Collateral shall only be required to give Guarantees be entered into after the discharge in full of all Domestic Priority Debt secured by such Collateral; • in the case of receivables, notification of receivables security to debtors and of liens over goods held by third parties will only be provided after the Notes are accelerated, subject to certain exceptions; and • if the Trustee or enter into security document if (Notes Collateral Agent, as applicable, is unable to or refuses to execute the guarantee or supplemental indenture or collateral documents or otherwise cooperate in the provision of such guarantee or the granting of such liens and/or the taking of such actions required to perfect a lien in any such assets. The Agreed Security Principles with respect to the extent) it Notes will be interpreted and applied in good faith by the Company. If the Issuer or a Guarantor is not within required to grant a security interest or accomplish perfection or similar actions due to the legal capacity of exceptions set forth in this Annex A, the Company Issuer or its relevant Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of the Company or any of the Restricted Subsidiaries, provided that the Company and each of its Restricted Subsidiaries shall use reasonable endeavors to overcome any such obstacle; (c) a key factor in determining whether or not security shall be taken is the applicable cost (including adverse effects on interest deductibility, registration taxes and notarial costs) which Guarantor shall not be disproportionate permitted to grant such security interest and/or accomplish such perfection or similar actions for the benefit of the holders of any Indebtedness of the Company, the Issuer or a Restricted Subsidiary that is not a Foreign Subsidiary or a Canadian CFC unless such Indebtedness is Domestic Priority Debt. [Insert the Global Note Legend, if applicable pursuant to the benefit provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the Holders of obtaining such security; (d) where there is material incremental cost involved in creating security over all assets owned by any provisions of the Issuers or Indenture] [Insert the Regulation S Temporary Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [86765N AA1 / U8675R AA2] ISIN [US86765NAA19 / USU8675RAA24] No. SunOpta Foods Inc., a Guarantor in a particular category Delaware corporation (e.g. real estatethe “Issuer”), regard shall promises to pay to or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Senior Note attached hereto] [of United States Dollars] on October 9, 2022. Interest Payment Dates: April 15 and October 15, commencing on [April 15], 2017 Record Dates: April 1 and October 1 IN WITNESS HEREOF, the Issuer has caused this instrument to be had duly executed. Dated: SUNOPTA FOODS INC. By: Name: Title: This is one of the Notes referred to in the principle stated at paragraph 1.2within-mentioned Indenture: Dated: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title:

Agreed Security Principles. 1.1 The Guarantees to be provided by the Issuers and the Guarantors will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule 2.1 1 identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees to be taken in relation to this Indenture, and of any future Liens or security, if any, to be taken as of the date such Liens are granted. 1.2 The Agreed Security Principles embody a recognition by all parties that there may be certain legal, commercial and practical difficulties in obtaining effective security from the Company and each of its Restricted Subsidiaries in every jurisdiction in which the Company and its Restricted Subsidiaries are located. In particular: (a) general statutory or other legal limitations or requirements, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, retention of title claims and similar matters may limit the ability of the Company or any of its Restricted Subsidiaries to provide a Guarantee or may require that it be limited as to amount or otherwise, and if so the same shall be limited accordingly, provided that the Company or the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each of the Restricted Subsidiary; (b) the Company and its Restricted Subsidiaries will not be required to give Guarantees or enter into security document if (or to the extent) it is not within the legal capacity of the Company or its relevant Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of the Company or any of the Restricted Subsidiaries, provided that the Company and each of its Restricted Subsidiaries shall use reasonable endeavors to overcome any such obstacle; (c) a key factor in determining whether or not security shall be taken is the applicable cost (including adverse effects on interest deductibility, registration taxes and notarial costs) which shall not be disproportionate to the benefit to the Holders of obtaining such security; (d) where there is material incremental cost involved in creating security over all assets owned by any of the Issuers or a Guarantor in a particular category (e.g. real estate), regard shall be had to the principle stated at paragraph 1.2

Agreed Security Principles. 1.1 (a) The Guarantees to be provided guarantees and Security Documents in respect of any Guarantor that is a Foreign Subsidiary or that are governed by the Issuers and law of any jurisdiction other than the Guarantors United States or Canada will be given (and the applicable documents prepared) in accordance with certain agreed security the principles set out herein (the “Agreed Security Principles”). This Schedule 2.1 identifies the Agreed Security Principles and addresses ) which address the manner in which the Agreed Security Principles will impact on or be determinant and determine the extent of the Guarantees guarantees and security to be provided in relation to the Notes. To the extent that any provision of the Notes Documents further limits any actions required to be taken in relation with respect to this Indentureany guarantee or property, and no provision hereof shall be interpreted to expand such requirements or require the taking of any future Liens or security, if any, to be taken as of the date such Liens are grantedactions. 1.2 (b) The Agreed Security Principles embody a recognition by all parties that there may be certain legal, commercial legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant Guarantors (which term, as used herein, shall include the Company and Issuers when referring to actions with respect to collateral or Security Documents otherwise subject hereto) in each of its Restricted Subsidiaries in every jurisdiction in which the Company it has been agreed that guarantees and its Restricted Subsidiaries are locatedsecurity will be granted. In particular: (ai) general legal and statutory or other legal limitations or requirementslimitations, regulatory restrictions, financial assistance, corporate benefit, fraudulent preference, equitable subordination, “transfer pricing” or “thin capitalization”, “earnings stripping”, “controlled foreign corporation” and other non-U.S. tax restrictions, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairment” rules, tax restrictions, retention of title claims claims, employee consultation or approval requirements and similar matters principles may limit the ability of the Company or any of its Restricted Subsidiaries a Guarantor to provide a Guarantee guarantee or security or may require that it the guarantee or security be limited as to amount or otherwiseotherwise and, and if so so, the same shall guarantee or security will be limited accordingly, provided that the Company or the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each of the Restricted Subsidiary; (bii) a key factor in determining whether or not a guarantee or security will be granted or taken (and in respect of the Company security, the extent of its perfection and/or registration) is the applicable time and its Restricted Subsidiaries cost (including adverse tax effects, interest deductibility, stamp duty, registration taxes, fees payable to a public registry, translation costs and notarial costs), which will not be disproportionate to the benefit accruing to the Holders of obtaining such guarantee or security (as determined by the Issuers in good faith); (iii) Guarantors will not be required to give Guarantees guarantees or enter into security document documents if (or to the extent) it is not within the legal capacity of the Company relevant Guarantors (which cannot be solved by amending constitutional documents or its relevant Restricted Subsidiary equivalent actions) or if the same it would conflict with the fiduciary or statutory duties of their directors or contravene any legal applicable legal, regulatory or contractual prohibition or regulatory condition restriction or result in, or could reasonably be expected have the potential to result in, in a material risk of personal or criminal liability for any director or officer of or director for any Guarantor; provided that subject to all other provisions hereof, solely in the case of a Guarantor that is a Significant Subsidiary incorporated under the Company laws of Germany, commercially reasonable efforts shall be taken by the Issuers and their applicable Restricted Subsidiaries to convert such Guarantor incorporated in the form of a stock corporation (Aktiengesellschaft, AG) or limited partnership on shares (Kommanditgesellschaft auf Aktien, KGaA) into a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited partnership with a limited liability company as its sole general partner (GmbH & Co. KG) (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the Restricted Subsidiaries, provided that foregoing (as determined by the Company and each of its Restricted Subsidiaries shall use reasonable endeavors to overcome any such obstacleIssuers in good faith)); (civ) a key factor in determining whether or not guarantees and security shall will be taken is limited so that the applicable cost (including adverse effects on interest deductibilityaggregate of translation costs, notarial costs and all registration and like taxes and notarial costsduties relating to the provision of security, will not exceed an amount to be agreed between the Issuers and the Applicable Collateral Agent; (v) which shall not where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit to the Holders of obtaining such security, security will be granted over the material assets only (as determined by the Issuers in good faith); (dvi) where there it is material incremental cost involved in creating expressly acknowledged that it may be impossible or impractical to create security over all certain categories of assets owned by in which event security will not be taken over such assets; (vii) any assets subject to a legal requirement, contracts, leases, licenses or other third party arrangement which may prevent or condition those assets from being charged, secured or being subject to the applicable Security Document (including requiring a consent of any third party; supervisory board or works council (or equivalent)); and any assets which, if subject to the applicable Security Document, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to any Guarantor in respect of those assets or require the grantor to take any action adverse in a non-de minimis respect to the interests of the Issuers and the Guarantors, taken as a whole, or a any Guarantor shall not, in a particular category each case, be required to be subject to security (e.g. real estate)provided that, regard notwithstanding the foregoing, the applicable Guarantors will use commercially reasonable efforts to obtain internal corporate consents (provided that no such commercially reasonable efforts shall be had required to be taken to the principle stated at extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (viii) the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if it would have a non-de minimis adverse effect on the ability of the relevant Guarantor (in the reasonable opinion of the Issuers) to conduct its operations and business in the ordinary course as otherwise permitted by the Notes Documents (including dealing with the secured assets and all contractual counterparties or amending, waiving or terminating (or allowing to lapse) any rights, benefits or obligations, in each case prior to a Declared Default (as defined below) and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action shall be subject to this paragraph 1.2(viii)); (ix) any Security Document will only be required to be notarized if required by law in order for the relevant security to become effective or admissible in evidence; (x) unless required by applicable law or to ensure that the guarantees or security remain effective, no Guarantor shall be required to take any action in relation to such guarantees or security when any Holder assigns or transfers any of its interests to a new Holder (and, unless explicitly agreed to the contrary by the Issuers, no Issuer or Guarantor shall bear or otherwise be liable for any taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment or transfer by a Holder); (xi) except as specifically required in the Indenture with respect to Material Real Property, no title investigations or other diligence on assets will be required and no title insurance will be required; and (xii) to the extent legally effective under applicable law, (x) all security will be given in favor of the Applicable Collateral Agent and not the secured creditors individually and (y) “parallel debt” provisions will be used where necessary or customary (and included in the Initial Intercreditor Agreements and not the individual security documents).

Agreed Security Principles. 1.1 The Guarantees to be provided by the Issuers and the Guarantors will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule 2.1 identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees to be taken in relation to this Indenture, and of any future Liens or security, if any, to be taken as of the date such Liens are granted. 1.2 The Agreed Security Principles embody a recognition by all parties that there may be certain legal, commercial and practical difficulties in obtaining effective security from the Company and each of its Restricted Subsidiaries in every jurisdiction in which the Company and its Restricted Subsidiaries are located. In particular: (a) general Each Group Company which is or becomes a Material Group Company will provide a Guarantee and give Transaction Security over such assets as set out in the Secured Finance Documents. The Parent shall provide Transaction Security over the shares in the Issuer and any Shareholder Debt owing by the Issuer. (b) General statutory or other legal and customary limitations or requirements, (e.g. financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, benefit and retention of title claims and similar matters claims) may limit the ability of the a Material Group Company or any of its Restricted Subsidiaries to provide a Guarantee or may Transaction Security without inclusion of provisions limiting the responsibility for granting full legal valid and perfected Transaction Security or require that it be such Transaction Security is limited as to by an amount or otherwise, and if so the same shall be limited accordingly, provided that the Company or the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each of the Restricted Subsidiary;. (bc) Any Guarantee and Transaction Security and extent of its perfection and scope shall take into account the cost, work and time required to provide such Guarantee and Transaction Security which must be proportionate to the benefit accruing to the Secured Parties as reasonably agreed between the Company and its Restricted Subsidiaries the Super Senior RCF Agent. (d) Material Group Companies will not be required to give Guarantees any Guarantee or enter into security document if provide Transaction Security to the extent it would: (i) result in any breach of corporate benefit, financial assistance, fraudulent preference or thin capitalisation laws or regulations (or to the extentanalogous restrictions) of any applicable jurisdiction; (ii) it is not within the legal capacity of the relevant Material Group Company; or (iii) if and to the extent it would result in a significant risk to the officers of the relevant Group Company or its relevant Restricted Subsidiary or if the same would conflict with the of contravention of their fiduciary duties and/or of their directors or contravene any legal prohibition or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal civil or criminal liability, unless such Guarantee or Security documents are accompanied by relevant provisions (such as "limitation language") limiting the potential liability for any officer the relevant Group Company, its management, officers or director of the Company or any of the Restricted Subsidiariesother employees, provided that the Company and that, in each of its Restricted Subsidiaries shall use case, reasonable endeavors to overcome any such obstacle;obstacle shall be used by the relevant Group Company. (ce) Any assets subject to pre-existing third party arrangements which are permitted by the Secured Finance Documents or any other contractual restrictions on assignments or absence of necessary regulations, registrations or similar, and which prevent those assets from being charged, will be excluded from any relevant Transaction Security Document but the Material Group Companies must use reasonable endeavours to obtain consent to charging any such assets if the relevant asset is material. (f) Transaction Security Documents shall operate to create Transaction Security rather than to impose any new commercial obligations or restrictions on use of the assets in the relevant Material Group Company's ordinary course of business prior to an event of default (i.e. blocking, transfer of title or similar) and shall, accordingly, not contain additional or duplicate representations or undertakings to those contained in the Secured Finance Documents unless required for the creation, perfection, effectiveness or preservation of the Transaction Security or are customary in the relevant jurisdiction. (g) Guarantees and Transaction Security will not be required from or over the assets of any joint venture or similar arrangement or any company in which a key factor Material Group Company holds a minority interest. (h) Except where an event of default is continuing, perfection of Transaction Security will not be required if it would materially and adversely affect the ability of the relevant Material Group Company to conduct its operations or business in determining whether or not the ordinary course, provided that any security over the shares in Group Companies and any Shareholder Debt shall be taken perfected in all circumstances. (i) No notice of Transaction Security over receivables may be given to third party debtors (i.e. excluding Group Companies and any Shareholder Creditor) until an event of default has occurred, regardless if such notice is the applicable cost required for perfection of such Transaction Security. (including adverse effects on interest deductibility, registration taxes and notarial costsj) which No Material Group Company shall not be disproportionate under an obligation to grant any Transaction Security over any hedging contracts. (k) No Guarantor shall be required to issue any business mortgage certificates to the benefit extent it does not have any assets that would be subject to the Holders Security under a pledge of obtaining such security;mortgage certificates. (dl) where there Transaction Security will be enforceable when an event of default has occurred and is material incremental cost involved continuing. (m) The Security Agent shall only be able to: (i) exercise any powers of attorney (including, but not limited to, in creating security over all assets owned by respect of voting rights appertaining to any shares) granted under any Transaction Security Document or have the right to receive any dividends if an event of default has occurred and is continuing and the Issuers Security Agent has given notice of its intention to exercise such powers of attorney, voting rights or a Guarantor in a particular category dividend rights (e.g. real estateas applicable), regard shall upon which such rights may no longer be had exercised by the relevant pledgor; or (ii) exercise any other form of power of attorney granted under any Security Document if and when the relevant Group Company has failed to the principle stated at paragraph 1.2comply with a further assurance or perfection obligation within five (5) Business Days of receiving prior notice of it.

Agreed Security Principles. 1.1 a. The Guarantees guarantees and security to be provided by the Issuers Company and the Guarantors (the “Group”) will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule 2.1 identifies the Agreed Security Principles and Exhibit addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees guarantees and security proposed to be taken in relation to this Indenture, and of any future Liens or security, if any, to be taken as of the date such Liens are grantedtransaction. 1.2 b. The Agreed Security Principles embody a recognition by all parties that there may be certain legal, commercial legal and practical difficulties in obtaining effective guarantees and security from members of the Company and each of its Restricted Subsidiaries Group in every jurisdiction jurisdictions in which the Company it has been agreed that guarantees and its Restricted Subsidiaries are locatedsecurity will be granted. In particular: (a) i. general statutory limitations, regulatory requirements or other legal limitations or requirementsrestrictions, financial assistance, corporate benefitbenefit or interest, fraudulent preference, “thin capitalizationearnings stripping”, “controlled foreign corporation” rules, “thin capitalisation” rules, tax restrictions, retention of title claims claims, employee consultation or approval requirements, capital maintenance rules and similar matters principles may prevent or limit the ability a member of the Company Group from providing a guarantee or any of its Restricted Subsidiaries to provide a Guarantee security or may require that it the guarantee or security be limited as to in amount or otherwise, and if so the same shall be limited accordingly, provided that the Company or the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each of the Restricted Subsidiary; (b) the Company and its Restricted Subsidiaries will not be required to give Guarantees or enter into security document if (or to the extent) it is not within the legal capacity of the Company or its relevant Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of the Company or any of the Restricted Subsidiaries, provided that the Company and each of its Restricted Subsidiaries shall use reasonable endeavors to overcome any such obstacle; (c) ii. a key factor in determining whether or not a guarantee or security shall be taken is the applicable cost (including adverse effects on interest deductibilitydeductibility and stamp duty, notarisation and registration taxes and notarial costsfees) which shall not be disproportionate to the benefit to the Holders of obtaining such guarantee or security; (d) iii. the maximum guaranteed or secured amount may be limited to minimise stamp duty, notarisation, registration or other applicable fees, taxes and duties where there the benefit to the Holders of increasing the guaranteed or secured amount is material incremental cost involved disproportionate to the level of such fee, taxes and duties; iv. it is acknowledged that in creating certain jurisdictions it may be either impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; v. any assets subject to third party arrangements which may prevent those assets from being charged will be excluded from any relevant security document to the extent, and for so long as, so prevented from being charged provided that reasonable endeavours to obtain consent to charging any such assets shall be used if Collateral Agent (in good faith) determines the relevant asset to be material; vi. the Group will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant members of the Group or if the same would conflict with the fiduciary duties of the directors of the relevant members of the Group or contravene any legal prohibition or would result in (or in a risk of) personal or criminal liability on the part of any officer or director, provided that the relevant member of the Group shall use all assets owned reasonable endeavours to overcome any such obstacle; vii. the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if it would be reasonably likely to have a material adverse effect on the ability of the Company or the relevant Guarantor to conduct its operations and business in the ordinary course as otherwise permitted by the Note Documents; viii. unless required to maintain the validity, perfection or priority of any security interest or the enforceability of any guarantee, to the extent legally possible, no action will be required to be taken in relation to any guarantee or security where any Holder transfers or assigns any of its participation in the Issuers Notes. Neither the Company nor any Guarantor will be liable, except in the case of a voluntary registration by the Company or any Guarantor, for any fees, costs, taxes or expenses in relation to any required re-registration, re-notarisation or other requirement for perfection or protection of security or guarantees on transfer or assignment other than in connection with a Guarantor in a particular category (e.g. real estate), regard shall be had replacement of the Collateral Agent; and ix. the Company will use commercial reasonable efforts to cause the principle stated at paragraph 1.2Initial Guarantors and the Post-Closing Guarantors to enter into the Security Documents listed on Annex I within 90 days following the Issue Date.

Agreed Security Principles. 1.1 (a) The Guarantees guarantees and security to be provided by under the Issuers and the Guarantors Interim Documents will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule 2.1 identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees guarantees and security to be taken provided in relation to this Indenture, and of any future Liens or security, if any, to be taken as of the date such Liens are grantedInterim Facilities. 1.2 (b) The Agreed Security Principles embody a recognition by all parties that there may be certain legal, commercial legal and practical difficulties in obtaining effective guarantees or security from Holdco and/or the Company and each relevant members of its Restricted Subsidiaries the Group (as applicable) in every jurisdiction in which the Company and its Restricted Subsidiaries those members are located. In particular: (ai) general statutory or other legal limitations or requirementslimitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, “earnings stripping”, “controlled foreign corporation”, “thin capitalizationcapitalisation” rules, tax restrictions, retention of title claims and similar matters may limit the ability of Holdco or of a member of the Company or any of its Restricted Subsidiaries Group (as applicable) to provide a Guarantee guarantee or security or may require that it be limited as to amount or otherwise, otherwise and if so so, the same shall be limited accordingly, provided that the Company Holdco or the relevant Restricted Subsidiary member of the Group shall use reasonable endeavors endeavours to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each of the Restricted Subsidiary; (bii) Holdco and/or members of the Company and its Restricted Subsidiaries Group (as applicable) will not be required to give Guarantees guarantees or enter into security document documents if (or to the extent) it is not within the legal capacity of Holdco or the Company or its relevant Restricted Subsidiary members of the Group or if the same would conflict with the fiduciary duties of their those directors or contravene any legal prohibition prohibition, contractual restriction or regulatory condition or result in, or could reasonably be expected have the potential to result in, in a material risk of personal or criminal liability for any officer or director of Holdco and/or of any member of the Company or any of the Restricted SubsidiariesGroup, provided that Holdco and/or the Company and each relevant member of its Restricted Subsidiaries the Group shall use reasonable endeavors endeavours to overcome any such obstacle; (ciii) a key factor in determining whether or not a guarantee or security shall be taken is the applicable cost (including adverse effects on interest deductibility, stamp duty, registration taxes and notarial costs) which shall not be disproportionate to the benefit to the Holders Interim Lenders of obtaining such guarantee or security; (div) where there is material incremental cost involved in creating security over all assets owned by any of the Issuers or a Guarantor an Obligor in a particular category (e.g. for example, real estate), regard shall be had to the principle stated at paragraph 1.2(iii) above which shall apply and, where such security is to be given at all in light of the Agreed Security Principles, only the material assets in that category (for example, real estate of substantial economic or strategic value) shall be subject to security; (v) having regard to the principle stated at paragraph (iii) above, the Initial Charging Company and the Interim Security Agent shall discuss in good faith (having regard to customary practice in the applicable jurisdictions) with a view to determining whether certain security might be provided by Xxxxxx and/or a member of the Group granting a promise to pledge in favour of the Interim Lenders coupled with an irrevocable power of attorney to the Interim Security Agent as opposed to a definitive legal mortgage or pledge over the relevant asset; (vi) it is expressly acknowledged that it may be either impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; (vii) any assets subject to contracts, leases, licenses or other arrangements with a third party which prevent those assets from being charged (or assets which, if charged, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations of Holdco and/or of the Group in respect of those assets or require Holdco and/or any member of the Group to take any action materially adverse to the interests of Holdco and/or the Group or any member thereof) will be excluded from any relevant security document provided that reasonable endeavours to obtain consent to charging any such assets (where otherwise prohibited) shall be used by Holdco and/or the Group if the Arrangers determine the relevant asset is material and the Initial Charging Company is satisfied that such endeavours will not involve placing commercial relationships with third parties in jeopardy, but unless prohibited this shall not prevent security being given over any receipt or recovery under such contract, lease or licence; (viii) the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if it would have a material adverse effect on the ability of the relevant member of Holdco and/or the Group to conduct its operations and business in the ordinary course as otherwise permitted by the Interim Documents (including by way of imposing any restriction or practical limitation on the ability of Holdco and/or the Group to enter into leasing, vendor financing, maintenance, insurance or similar or equivalent arrangements otherwise permitted by the terms of the Interim Facilities Agreement) and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action shall be subject to this paragraph (viii); (ix) guarantees and security will be limited so that the aggregate of notarial costs and all registration and like taxes relating to the provision of security shall not exceed an amount to be agreed between the Initial Charging Company and the Interim Security Agent; (x) guarantees and security will not be required from or over, or over the assets of, any joint venture or similar arrangement, any minority interest, Holdco or any member of the Group that is not wholly-owned by Holdco or another member of the Group; (xi) security will not be required over any assets subject to security in favour of a third party (and such assets shall be excluded from any relevant Security Document); (xii) neither Holdco or any member of the Group that is a "controlled foreign corporation" as defined in Section 957(a) of the US Internal Revenue Code or a direct or indirect Subsidiary of Holdco or any such member of the Group shall be required to give a guarantee or pledge any of its assets (including shares in a Subsidiary) as security for the obligation of any US Person; (xiii) not more than 65 per cent. of the total combined voting power of all classes of shares entitled to vote of (i) any "controlled foreign corporation" that is directly owned for US federal income tax purposes by a US Person (a "First Tier CFC Subsidiary") or (ii) any US or non-US entity through which such First Tier CFC Subsidiary is owned, if such entity is treated as a disregarded entity for US federal tax purposes, shall be required to be pledged directly or indirectly as security for an obligation of a US Person; and (xiv) to the extent possible all security will be granted in favour of the Interim Security Agent and not the secured creditors individually (with the Interim Security Agent to hold one set of security documents for all the Interim Finance Parties); ‘Parallel debt’ provisions will be used where necessary and included in the Interim Facilities Agreement and not the individual security documents); Holdco and/or any member of the Group shall not be required to take any action in relation to any guarantees or security as a result of any assignment or transfer by a Lender.