Common use of Security Principles Clause in Contracts

Security Principles. (a) The Note Guarantees and security to be provided pursuant to this Indenture will be given in accordance with the security principles set out herein (the “Agreed Security Principles”). (b) The Agreed Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining security and Note Guarantees from all proposed grantors of security and Note Guarantees (the “Grantors”) in every jurisdiction in which the Grantors are incorporated. In particular: (i) general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims and similar principles may limit the ability of a Grantor to provide Note Guarantees or security or may require that the Note Guarantee or security be limited by an amount or otherwise. The Company shall use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each Grantor. Limitation language will be included in respect of all Note Guarantees and Security Documents limiting the liability under the Note Guarantees and the enforceability of the security as required or customary under applicable law; (ii) the Liens and extent of their perfection will be agreed taking into account the cost to the Company and its Restricted Subsidiaries of providing security so as to ensure that it is proportionate to the benefit accruing to the Secured Parties (as defined in the Intercreditor Agreement); (iii) any assets subject to third party arrangements which are not prohibited by the Debt Documents (as defined in the Intercreditor Agreement) and which prevent those assets from being granted as security will be excluded in any relevant Security Document provided that reasonable endeavors to obtain consent to grant security interests over any such assets shall be used by the relevant Grantor if the relevant asset is material, and provided further that when making an acquisition of Capital Stock or other ownership interests in a company representing more than 50.1% but less than 100% of the issued Capital Stock or other ownership interests of such company (or of a business or undertaking carried on as a going concern) such that following the acquisition the entity would constitute a Restricted Subsidiary that is not an Immaterial Subsidiary, neither the Company nor any of its Restricted Subsidiaries shall enter into any agreement or undertaking at the time of such acquisition with a minority shareholder that prevents such entities from providing guarantees as contemplated in Section 4.16; (iv) Grantors shall not be required to give Note Guarantees or enter into Security Documents to the extent that it would conflict with the fiduciary duties of their directors or officers or contravene any legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any director or officer; (v) perfection of Liens, when required pursuant to these Agreed Security Principles, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Security Documents or (if earlier or to the extent no such time periods are specified in the Security Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of Liens granted will not be required if it would have an unreasonable adverse effect on the ability of the relevant Grantor to conduct its operations and business in the ordinary course as to the extent not otherwise prohibited by the Debt Documents. The registration of security interests in intellectual property will (at all times subject to paragraph (iii) above and (c) below) only be in respect of material intellectual property in jurisdictions to be agreed; (vi) the maximum Guaranteed or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties as well as the tax cost to the Company and its Restricted Subsidiaries where the benefit of increasing the granted or secured amount is disproportionate to the level of such fee, taxes and duties or tax cost to the Company and its Restricted Subsidiaries; (vii) no perfection action will be required in jurisdictions where Grantors are not incorporated; (viii) where a class of assets to be secured includes material and immaterial assets, if the cost of granting Liens over the immaterial assets is disproportionate to the benefit of such Liens, Liens will be granted over the material assets only; (ix) unless granted under a global Security Document governed by the law of the jurisdiction of the Issuer or a Guarantor or under English law or as otherwise required by applicable law, all Security Documents (other than share security over subsidiaries of the relevant Grantor and other assets of the relevant Grantor incorporated or located in jurisdictions other than the jurisdiction of incorporation of the Grantor) shall be governed by the law of the jurisdiction of incorporation of that Grantor; (x) the Security Agent shall hold one set of security for the Secured Parties; and (xi) the Company shall be responsible for costs and expenses reasonably incurred by the Secured Parties and the Company and its Restricted Subsidiaries (including reasonable legal expenses, disbursements, registration costs and all taxes, duties and fees (notarial or otherwise)) in respect of Note Guarantees and security. (c) The Security Agent or the Secured Parties, as the case may be, shall promptly discharge any Note Guarantees and release any Liens which is or are subject to any legal or regulatory prohibition as is referred to in paragraph (b)(iv) above.

Security Principles. (a) The Note Guarantees and security Liens to be provided pursuant to this Indenture will be given in accordance with the security principles Agreed Security Principles set out herein (in this Exhibit F. This Exhibit F addresses the “manner in which the Agreed Security Principles”). (b) Principles will impact on the Liens proposed to be taken in relation to this Indenture, the Notes and the Note Guarantees. The Agreed Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining security and Note Guarantees Liens from all proposed grantors of security and Note Guarantees (the “Grantors”) Obligors in every jurisdiction in which the Grantors Obligors are incorporatedlocated. In particular: (i) general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims and similar principles may limit the ability of a Grantor member of the Group to provide Note Guarantees or security Liens or may require that the Note Guarantee or security Liens be limited by an amount or otherwise. The Company shall ; the Parent will use reasonable endeavors endeavours to assist in demonstrating that adequate corporate benefit accrues to each Grantor. Limitation language will be included in respect of all Note Guarantees and Security Documents limiting the liability under the Note Guarantees and the enforceability of the security as required or customary under applicable lawCarbon Black Subsidiaries and each Obligor and to overcome any such other limitations to the extent reasonably practicable; (ii) the Liens and extent of their its perfection will be agreed taking into account the cost to the Company and its Restricted Subsidiaries Group of providing security Liens so as to ensure that it is proportionate to the benefit accruing accrues to the Secured Parties (as defined in Holders, the Intercreditor Agreement)Trustee and the Security Agent; (iii) any assets subject to third party arrangements which are not prohibited permitted by this Indenture, the Debt Documents (as defined in the Intercreditor Agreement) Notes Finance Documents, and which prevent those assets from being granted as security charged will be excluded in from any relevant Security Document security document provided that reasonable endeavors endeavours to obtain consent to grant security interests over charging any such assets shall be used by the relevant Grantor Obligors if the relevant asset is material, and provided further that when making an acquisition of Capital Stock or other ownership interests in a company representing more than 50.1% but less than 100% of the issued Capital Stock or other ownership interests of such company (or of a business or undertaking carried on as a going concern) such that following the acquisition the entity would constitute a Restricted Subsidiary that is not an Immaterial Subsidiary, neither the Company nor any of its Restricted Subsidiaries shall enter into any agreement or undertaking at the time of such acquisition with a minority shareholder that prevents such entities from providing guarantees as contemplated in Section 4.16; (iv) Grantors shall members of the Group will not be required to give Note Guarantees or enter into Security Documents security documents to the extent that it is not within the legal capacity of the relevant members of the Group, it results in the security document being null and void or of the same if it would conflict with the fiduciary duties of their directors or officers or contravene any legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any director or officerofficer provided that the relevant Group member shall use reasonable endeavours to overcome any such obstacle; (v) perfection of Liens, when required pursuant to these Agreed Security Principlesrequired, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Security Notes Finance Documents therefore or (if earlier or to the extent no such time periods are specified in the Security Notes Finance Documents) within the time periods specified by applicable law in order to ensure due perfection. The Prior to the occurrence of an Event of Default which is continuing and/or acceleration notice being served the perfection of Liens granted will not be required if it would have an unreasonable adverse effect a Material Adverse Effect on the ability of the relevant Grantor Obligor to conduct its operations and business in the ordinary course or as to the extent not otherwise prohibited permitted by the Debt DocumentsNotes Finance Documents (including, without limitation, notification of receivables Liens to third party debtors). The registration of security interests Liens in intellectual property will (at all times subject to paragraph (iii) above and (c) below) only be in respect of material intellectual property in jurisdictions to be agreed; (vi) unless granted under a global security document governed by the maximum Guaranteed law of the jurisdiction of an Obligor or secured amount may under English law all Liens (other than Capital Stock Liens over its Guarantor company subsidiaries) shall be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes governed by the law of and duties as well as secure assets located in the tax cost to the Company and its Restricted Subsidiaries where the benefit jurisdiction of increasing the granted or secured amount is disproportionate to the level incorporation of such fee, taxes and duties or tax cost to the Company and its Restricted Subsidiariesthat Obligor; (vii) no perfection action will be required in jurisdictions where Grantors Obligors are not incorporatedincorporated but perfection action may be required in the jurisdiction of incorporation of one Obligor in relation to Liens granted by another Obligor incorporated in a different jurisdiction; (viii) where other than a class general security agreement and related filing (or filings in connection with real estate collateral pursuant to paragraph 12 of assets to be secured includes material and immaterial assetsthis Exhibit F), if the cost of granting Liens over the immaterial assets is disproportionate to the benefit of such Liens, Liens no perfection action will be granted over required with respect to assets of a type not owned by members of the material assets only;Group; and (ix) unless granted under a global Security Document governed by the law of the jurisdiction of the Issuer or a Guarantor or under English law or as otherwise required by applicable law, all Security Documents (other than share security over subsidiaries of the relevant Grantor and other assets of the relevant Grantor incorporated or located in jurisdictions other than the jurisdiction of incorporation of the Grantor) shall be governed by the law of the jurisdiction of incorporation of that Grantor; (x) the Security Agent shall hold one set of security for the Secured Parties; and (xi) the Company Parent shall be responsible for costs and expenses reasonably incurred by the Secured Notes Finance Parties and the Company and its Restricted Subsidiaries Group (including reasonable all legal expenses, disbursements, registration costs and all taxes, duties and fees (notarial or otherwise)) in respect of Note Guarantees and security. Collateral) subject to the agreed Liens costs cap (c) if any). The Security Agent or the Secured Notes Finance Parties, as the case may be, shall promptly discharge any Note Guarantees and release any Liens which is or are subject to any legal or regulatory prohibition as is referred to in paragraph (b)(iviv) above.

Security Principles. (a) The Note Guarantees guarantees and security Security to be provided pursuant to this Indenture will be given in accordance with the security principles set out herein (in this Schedule 13. This Schedule 13 addresses the “Agreed manner in which the security principles will impact on the guarantees and Security Principles”)proposed to be taken in relation to this transaction. (b) The Agreed Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining security and Note Guarantees Security from all proposed grantors of security and Note Guarantees (the “Grantors”) Guarantors in every jurisdiction in which the Grantors Guarantors are incorporated. In particular: (i) all guarantees and Security granted will be limited to the extent advised by local counsel and tax advisors to the Company as being necessary or reasonably desirable to comply with local legal requirements and recommended tax structuring; (ii) general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims and similar principles may limit the ability of a Grantor Guarantor to provide Note Guarantees a guarantee or security Security or may require that the Note Guarantee or security guarantee be limited by an amount or otherwise. The Company shall will use its reasonable endeavors endeavours to assist in demonstrating that adequate corporate benefit accrues to the Target and each GrantorGuarantor and otherwise overcoming such limitations. Limitation language If any such limit applies, the guarantees and Security provided will be included in respect limited to the maximum amount which the relevant Guarantor may provide having regard to applicable law (including any jurisprudence) and subject to fiduciary duties of all Note Guarantees and Security Documents limiting the liability under the Note Guarantees and the enforceability of the security as required or customary under applicable lawmanagement; (iiiii) in the case of any Joint Venture, minority shareholding or non-wholly owned Subsidiary, all guarantees and Security will be limited to comply with restrictions in the applicable Joint Venture agreement, the shareholders’ agreement or the law provided that the Company will use its reasonable endeavours to avoid or overcome such restrictions (including by obtaining consent of the relevant party) where, in the opinion of the Company (acting reasonably) such endeavours would not reasonably be expected to jeopardise the relationship between the parties in any material respect); (iv) the Liens Security and extent perfection of their perfection Security will not be agreed taking into account required where the cost to the Company and its Restricted Subsidiaries Group of providing security so as to ensure that it Security or perfecting such Security is proportionate disproportionate to the benefit accruing to the Secured Parties (as defined in the Intercreditor Agreement)Lenders; (iiiv) any assets subject to third party arrangements which are not prohibited permitted by the Debt Documents (as defined in this Agreement and the Intercreditor Agreement) Onshore Facility Agreement and which prevent those assets from being granted as security charged will be excluded in any from the relevant Transaction Security Document Documents provided that reasonable endeavors endeavours to obtain consent to grant security interests over charging any such assets shall be used by the relevant Grantor Guarantor if (i) the relevant asset is material, material and provided further that when making an acquisition of Capital Stock or other ownership interests (ii) in a company representing more than 50.1% but less than 100% the opinion of the issued Capital Stock or other ownership interests of such company Company (or of a business or undertaking carried on as a going concernacting reasonably) such that following endeavours would not reasonably be expected to jeopardise the acquisition relationship between the entity would constitute a Restricted Subsidiary that is not an Immaterial Subsidiary, neither the Company nor parties in any of its Restricted Subsidiaries shall enter into any agreement or undertaking at the time of such acquisition with a minority shareholder that prevents such entities from providing guarantees as contemplated in Section 4.16material respect); (ivvi) Grantors shall Guarantors will not be required to give Note Guarantees guarantees or enter into Transaction Security Documents to the extent that it would if, in their reasonable opinion, acting in good faith, they believe doing so may conflict with the fiduciary duties of their directors or officers or contravene any legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any director or officerofficer provided that the relevant Guarantor shall use reasonable endeavours to overcome any such obstacle; (vvii) perfection of LiensSecurity, when required pursuant to these Agreed Security Principlesrequired, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Security Finance Documents therefor (to the extent such perfection or other legal formalities are available and achievable within such time limits according to local law and practice) or (if earlier or to the extent no such time periods are specified in the Security Finance Documents) within the time periods specified by applicable law in order to ensure due perfection. The ; (viii) prior to the Acceleration Date, perfection of Liens Security granted will not be required if it would have an unreasonable a materially adverse effect on the ability of the relevant Grantor Guarantor to conduct its operations and business in the ordinary course as to the extent not otherwise prohibited permitted by the Debt Finance Documents. The registration of security interests in intellectual property will (at all times subject to paragraph (iii) above and (c) below) only be in respect of material intellectual property in jurisdictions to be agreed; (viix) the maximum Guaranteed guaranteed or secured amount may be limited to minimize minimise stamp duty, notarizationnotarisation, registration or other applicable fees, taxes Taxes and duties as well as the tax cost to the Company and its Restricted Subsidiaries where the benefit of increasing the granted or secured amount is disproportionate to the level of such fee, taxes Taxes and duties or tax cost to the Company and its Restricted Subsidiariesduties; (vii) no perfection action will be required in jurisdictions where Grantors are not incorporated; (viiix) where a class of assets to be secured includes material and immaterial assets, if the cost of granting Liens Security over the immaterial assets is disproportionate to the benefit of such LiensSecurity, Liens Security will be granted over the material assets only, subject to the general principles set out in the Security Principles; (ixxi) unless granted under a global Security Document security document governed by the law of the jurisdiction of the Issuer or a Guarantor or under English law or as otherwise required by applicable law, all Security Documents security (other than share security over subsidiaries of the relevant Grantor and other assets of the relevant Grantor incorporated or located in jurisdictions other than the jurisdiction of incorporation of the GrantorGuarantor Subsidiaries) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that GrantorGuarantor or, in the case of a global security document granted by a US Guarantor, such Security shall be governed by New York law; (xxii) no guarantee and Security shall be given by any Onshore Group Company to guarantee and secure the liabilities of the Obligors under the Finance Documents. (xiii) guarantee and security limitations may mean that access to the assets of a Guarantor is limited, in which case, any asset security granted by that Guarantor shall be proportionate to the value of its guarantee; (xiv) no perfection action will be required in jurisdictions where neither the Guarantors nor the assets subject to Security Agent shall hold are located but perfection action may be required in the jurisdiction of one set Guarantor in relation to Security granted by another Guarantor located in a different jurisdiction. Subject to these principles, perfection action may also be required in respect of security for the Secured Partiesmaterial intellectual property rights in jurisdictions where such rights are registered; and (xixv) local law restrictions may mean that the Company shall be responsible for costs and expenses reasonably incurred by the Secured Parties Lenders and the Company and its Restricted Subsidiaries (including reasonable legal expenses, disbursements, registration costs and all taxes, duties and fees (notarial or otherwise)) in respect of Note Guarantees and securityHedge Counterparties may not be able to benefit from the same Security. (c) The Legal fees, reasonable disbursements, registration costs, Taxes, notary fees and other reasonable and properly documented costs and expenses related to the guarantees and Security incurred by legal counsel to the Company and by legal counsel to the Facility Agent will be paid by the Company up to an agreed cap. Properly documented costs and expenses (including legal fees) incurred in connection with the preservation of rights or enforcement of guarantees or Security will be paid by the Secured Parties, as the case may be, shall promptly discharge any Note Guarantees and release any Liens which is or are subject to any legal or regulatory prohibition as is referred to in paragraph (b)(iv) aboveCompany.

Security Principles. (a) The Note Guarantees guarantees and security to be provided pursuant to this Indenture will be given in accordance with the security principles set out herein (in this Schedule. This Schedule addresses the “Agreed Security Principles”)manner in which the security principles will impact on the guarantees and security proposed to be taken in relation to this transaction. (b) The Agreed Security Principles security principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining guarantees and security and Note Guarantees from all proposed grantors of security and Note Guarantees (the “Grantors”) Obligors in every jurisdiction in which the Grantors Obligors are incorporated. In particular: (i) general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent preference, “thin capitalisation” and “capital maintenance” rules, retention of title claims and similar principles may limit the ability of a Grantor Obligor to provide Note Guarantees a guarantee or security or may require that the Note Guarantee or security guarantee be limited by an amount or otherwise. The Company shall ; the Parent will use reasonable endeavors endeavours to assist in demonstrating that adequate corporate benefit accrues to each Grantor. Limitation language will be included in respect of all Note Guarantees and Security Documents limiting the liability under the Note Guarantees and the enforceability of the security as required or customary under applicable lawObligor; (ii) the Liens security and extent of their its perfection will be agreed taking into account the cost to the Company and its Restricted Subsidiaries Bank Group of providing security so as to ensure that it is being proportionate to the benefit accruing to the Secured Parties (as defined in the Intercreditor Agreement)Lenders; (iii) any assets subject to third party arrangements which are not prohibited permitted by the Debt Documents (as defined in the Intercreditor Agreement) this Agreement and which prevent those assets from being granted as security charged will be excluded from the fixed charge in any relevant Security Document security document provided that reasonable endeavors endeavours to obtain consent to grant security interests over charging any such assets shall be used by the relevant Grantor Obligor if the relevant asset is material, and provided further material if the Parent (acting reasonably) determines that when making an acquisition of Capital Stock or other ownership interests such endeavours will not involve placing commercial relationships with third parties in a company representing more than 50.1% but less than 100% of the issued Capital Stock or other ownership interests of such company (or of a business or undertaking carried on as a going concern) such that following the acquisition the entity would constitute a Restricted Subsidiary that is not an Immaterial Subsidiary, neither the Company nor any of its Restricted Subsidiaries shall enter into any agreement or undertaking at the time of such acquisition with a minority shareholder that prevents such entities from providing guarantees as contemplated in Section 4.16jeopardy; (iv) Grantors shall Obligors will not be required to give Note Guarantees guarantees or enter into Security Documents to the extent security documents if that it would conflict with the fiduciary duties of their directors or officers or contravene any legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any director or officerofficer provided that the relevant Obligor shall use reasonable endeavours to overcome any such obstacle; (v) the granting of guarantees, perfection of Lienssecurity, when required pursuant to these Agreed Security Principlesrequired, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Security Finance Documents therefore or (if earlier or to the extent no such time periods are specified in the Security Finance Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of Liens security granted will not be required if it would have an unreasonable a material adverse effect on the ability of the relevant Grantor Obligor to conduct its operations and business in the ordinary course as to the extent not otherwise prohibited permitted by the Debt Finance Documents. The registration of security interests in intellectual property will (at all times subject to paragraph (iii) above and (c) below) only be in respect of material intellectual property in jurisdictions to be agreed; (vi) the Security Agent on behalf of each of the Lenders shall be able, subject to the terms of the Intercreditor Agreement, to enforce the security constituted by the security documents without any restriction from either (i) the constitutional documents of the relevant Obligor or (ii) any Obligor which is or whose assets are the subject of such security document (but subject to any inalienable statutory rights which the Obligor may have to challenge such enforcement) or (iii) any shareholders of the foregoing not party to the relevant security document; (vii) the maximum Guaranteed or secured amount may be limited to minimize minimise stamp duty, notarizationnotarisation, registration or other applicable fees, taxes and duties as well as the tax cost to the Company and its Restricted Subsidiaries where the benefit of increasing the granted guaranteed or secured amount is disproportionate to the likely value of the asset in an enforcement process, taking into account the level of such fee, taxes and duties or tax cost duties, provided that no maximum secured amount may be limited to minimise any taxes imposed pursuant to section 956 of the Company and its Restricted Subsidiaries; (vii) no perfection action will be required in jurisdictions where Grantors are not incorporatedUS Internal Revenue Code of 1986; (viii) where a class of assets to be secured includes material and immaterial assets, if the cost of granting Liens security over the immaterial assets is disproportionate to the benefit of such Lienssecurity, Liens will security will, subject to sub-paragraph (B) above, be granted over the material assets only; (ix) unless granted under a global Security Document security document governed by the law of the jurisdiction of the Issuer or a Guarantor Obligor or under English law or as otherwise required by applicable law, all Security Documents security (other than share security over subsidiaries of the relevant Grantor and other assets of the relevant Grantor incorporated or located in jurisdictions other than the jurisdiction of incorporation of the Grantorits Obligor subsidiaries) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that GrantorObligor; (x) guarantee limitations may mean that access to the assets of an Obligor for its guarantee is limited, in which case, any asset security granted by that Obligor shall be proportionate (in terms of liability) to the value of its guarantee; (xi) no perfection action will be required in jurisdictions where Obligors or material assets are not located; (xii) local law restrictions may mean that the Lenders may not be able to benefit from the same security; (xiii) the Security Agent shall will hold one set of security for the Secured PartiesLenders; and (xixiv) under the Dutch Works Council Act certain Dutch members of the Bank Group may not, without the advice of their works council, inter alia resolve to enter into any transaction effectuating: (A) the Company shall be responsible for costs attraction of an important credit on behalf of the relevant Dutch members of the Bank Group, (B) the provision of an important credit by such Dutch members of the Bank Group, (C) the granting of guarantees and expenses reasonably incurred security by the Secured Parties relevant Dutch members of the Bank Group for important debts of another entrepreneur, and (D) the establishment of a right of pledge over the shares of the relevant Dutch members of the Bank Group and the Company and its Restricted Subsidiaries (including reasonable legal expenses, disbursements, registration costs and all taxes, duties and fees (notarial or otherwise)) in respect conditional transfer of Note Guarantees and securitythe voting rights to the pledgee. (c) The Security Agent or the Secured Parties, as the case may be, shall promptly discharge any Note Guarantees and release any Liens which is or are subject to any legal or regulatory prohibition as is referred to in paragraph (b)(iv) above.

Security Principles. (a) The Note Guarantees guarantees and security to be Collateral provided pursuant to this Indenture by Foreign Subsidiaries in support of the Notes will be given in accordance with the security principles set out herein (the “subject to these Agreed Security Principles”). This Exhibit addresses the manner in which these Agreed Security Principles will impact on the Guarantees and Liens proposed to be taken in relation to this transaction. (b) The These Agreed Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining security and Note effective or commercially reasonable Guarantees and/or Liens from all proposed grantors Guarantors in each jurisdiction of security and Note Guarantees (the “Grantors”) in every jurisdiction in which the Grantors are incorporatedsuch Guarantor’s incorporation or organisation. In particular: (i) general legal and statutory limitationslimitations (including pursuant to reviews of the Committee on Foreign Investments in the US and Foreign Ownership and Controlling Influence restrictions or, capital maintenancewith respect to the relevant jurisdictions for which guarantee limitation language is set out in this Indenture or in any applicable joinder agreement to this Indenture, such limitations as set out herein), financial assistance, corporate benefit, fraudulent preference, transfer pricing, “thin capitalisation”, “earnings stripping”, “controlled foreign corporation” (within the meaning of the Internal Revenue Code), “exchange control restrictions” and “capital maintenance” rules, retention of title claims claims, employee consultation or approval requirements and similar principles may limit the ability of a Grantor member of the Group to provide Note Guarantees a Guarantee or security xxxxx x Xxxx or may require that the Note Guarantee or security Lien be limited by an amount or otherwise. The Company ; (ii) the relevant Guarantor shall use its commercially reasonable endeavors endeavours to assist in demonstrating that adequate corporate benefit accrues to each Grantor. Limitation language will be included in respect of all Note Guarantees relevant Guarantor and Security Documents limiting to overcome any such other limitations to the liability under the Note Guarantees and the enforceability of the security as required or customary under applicable lawextent reasonably practicable; (iiiii) the Liens Lien and extent of their its perfection will be agreed taking take into account the cost to the Company and its Restricted Subsidiaries Group of providing security creating Liens (including any increase to the tax cost of the Group) so as to ensure that it is proportionate to the benefit accruing to the Secured Parties (as defined Parties, it being understood that in the Intercreditor Agreement); (iii) no event will any assets subject to third party arrangements which are not prohibited by the Debt Documents (as defined in the Intercreditor Agreement) and which prevent those assets from being Guarantee be given or Lien be granted as security will be excluded in over, or by, any relevant Security Document provided that reasonable endeavors to obtain consent to grant security interests over any such assets shall be used by the relevant Grantor if the relevant asset is material, and provided further that when making an acquisition of Capital Stock or other ownership interests in a company representing more than 50.1% but less than 100% members of the issued Capital Stock or other ownership interests of such company (or of a business or undertaking carried on as a going concern) such that following the acquisition the entity would constitute a Restricted Subsidiary that is not an Immaterial SubsidiaryGroup incorporated in South Africa, neither the Company nor any of its Restricted Subsidiaries shall enter into any agreement or undertaking at the time of such acquisition with a minority shareholder that prevents such entities from providing guarantees as contemplated in Section 4.16South America, Asia and/or Saudi Arabia; (iv) Grantors shall not be required to give Note Guarantees or enter into Security Documents to the extent that it would conflict with the fiduciary duties of their directors or officers or contravene any legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any director or officer; (v) perfection of Liens, when required pursuant to these Agreed Security Principles, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Security Documents or (if earlier or to the extent no such time periods are specified in the Security Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of Liens granted will not be required if it would have an unreasonable adverse effect on the ability of the relevant Grantor to conduct its operations and business in the ordinary course as to the extent not otherwise prohibited by the Debt Documents. The registration of security interests in intellectual property will (at all times subject to paragraph (iii) above and (c) below) only be in respect of material intellectual property in jurisdictions to be agreed; (vi) the maximum Guaranteed or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties as well as the tax cost to the Company and its Restricted Subsidiaries where the benefit of increasing the granted or secured amount is disproportionate to the level of such fee, taxes and duties or tax cost to the Company and its Restricted Subsidiaries; (vii) no perfection action will be required in jurisdictions where Grantors are not incorporated; (viii) where a class of assets to be secured includes material and immaterial assets, if the cost of granting Liens over the immaterial assets is disproportionate to the benefit of such Liens, Liens will be granted over the material assets only; (ix) unless granted under a global Security Document governed by the law of the jurisdiction of the Issuer or a Guarantor or under English law or as otherwise required by applicable law, all Security Documents (other than share security over subsidiaries of the relevant Grantor and other assets of the relevant Grantor incorporated or located in jurisdictions other than the jurisdiction of incorporation of the Grantor) shall be governed by the law of the jurisdiction of incorporation of that Grantor; (x) the Security Agent shall hold one set of security for the Secured Parties; and (xi) the Company shall be responsible for costs and expenses reasonably incurred by the Secured Parties and the Company and its Restricted Subsidiaries (including reasonable legal expenses, disbursements, registration costs and all taxes, duties and fees (notarial or otherwise)) in respect of Note Guarantees and security. (c) The Security Agent or the Secured Parties, as the case may be, shall promptly discharge any Note Guarantees and release any Liens which is or are subject to any legal or regulatory prohibition as is referred to in paragraph (b)(iv) above.

Security Principles. (a) The Note Guarantees guarantees and security Security to be provided pursuant to this Indenture will be given in accordance with the security principles set out herein (in this Schedule. This Schedule addresses the “Agreed manner in which the principles will impact on the guarantees and Security Principles”)proposed to be taken in relation to this transaction. (b) The Agreed Security Principles principles in this Schedule embody recognition by all parties that there may be certain legal and practical difficulties in obtaining security guarantees and Note Guarantees Security from all proposed grantors members of security and Note Guarantees (the “Grantors”) Group in every their respective jurisdiction in which the Grantors are incorporatedof incorporation. In particular: (i) general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent preference, fraudulent conveyance, “thin capitalisation” and “capital maintenance” rules, retention of title claims and similar principles may limit the ability of a Grantor member of the Group to provide Note Guarantees a guarantee or security Security or may require that the Note Guarantee or security guarantee be limited by an amount or otherwise. The Company shall use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each Grantor. Limitation language will be included in respect of all Note Guarantees and Security Documents limiting the liability under the Note Guarantees and the enforceability of the security as required or customary under applicable law; (ii) notwithstanding any term of any Finance Document, no obligation under this Agreement or under any Finance Document of a US Obligor may be, directly or indirectly, (A) secured by any assets of a CFC (including any shares held directly or indirectly by a CFC); or (B) secured by a pledge in excess of 65% of the Liens share capital (measured by the total combined voting power of the issued and outstanding voting shares) of a CFC. In no event shall any CFC Obligor grant or be permitted to grant Security over any assets of such CFC Obligor with respect to any obligation of a US Obligor; (iii) in the case of any joint venture or non-wholly owned subsidiary all guarantees and security will be limited to comply with restrictions in the joint venture, shareholders’ or other agreement or by law provided that the Company will use reasonable endeavours to avoid or overcome such restrictions; (iv) the Security and extent of their its perfection will be agreed taking into account whether, in the opinion of the Agent (acting reasonably), the cost to the Company and its Restricted Subsidiaries Group of providing security so as to ensure that it Security is proportionate disproportionate to the benefit accruing to the Secured Parties Lenders (as defined in the Intercreditor Agreement); (iii) any assets subject to third party arrangements which are not prohibited by the Debt Documents (as defined in the Intercreditor Agreement) and which prevent those assets from being granted as security will be excluded in any relevant Security Document provided that reasonable endeavors to obtain consent to grant security interests over any such assets shall be used by the relevant Grantor if the relevant asset is material, and provided further that when making an acquisition of Capital Stock or other ownership interests in a company representing more than 50.1% but less than 100% of the issued Capital Stock or other ownership interests of such company (or of a business or undertaking carried on as a going concern) such that following the acquisition the entity would constitute a Restricted Subsidiary that is not an Immaterial Subsidiary, neither the Company nor any of its Restricted Subsidiaries shall enter into any agreement or undertaking at the time of such acquisition with a minority shareholder that prevents such entities from providing guarantees as contemplated in Section 4.16; (iv) Grantors shall not be required to give Note Guarantees or enter into Security Documents to the extent that it would conflict with the fiduciary duties of their directors or officers or contravene any legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any director or officer; (v) perfection of Liens, when required pursuant to these Agreed Security Principles, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Security Documents or (if earlier or to the extent no such time periods are specified in the Security Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of Liens granted will not be required if it would have an unreasonable adverse effect on the ability of the relevant Grantor to conduct its operations and business in the ordinary course as to the extent not otherwise prohibited by the Debt Documents. The registration of security interests in intellectual property will (at all times subject to paragraph (iii) above and (c) below) only be in respect of material intellectual property in jurisdictions to be agreed; (vi) the maximum Guaranteed or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties as well as the tax cost to the Company and its Restricted Subsidiaries where the benefit of increasing the granted or secured amount is disproportionate to the level of such fee, taxes and duties or tax cost to the Company and its Restricted Subsidiaries; (vii) no perfection action will be required in jurisdictions where Grantors are not incorporated; (viii) including where a class of assets to be secured includes material and immaterial assets, if the cost of granting Liens security over the immaterial assets is disproportionate to the benefit of such Lienssecurity, Liens security will be granted over the material assets only); (ixv) any assets subject to third party arrangements which are permitted or not prohibited by the Finance Documents and which prevent those assets from being charged will be excluded from any relevant Transaction Security provided that reasonable endeavours to obtain consent to charging any such assets shall be used by the relevant member of the Group if the relevant asset is material to the Group as a whole; (vi) members of the Group will not be required to give guarantees or enter into Transaction Security Documents if it is not within the legal capacity of the relevant member of the Group or that would conflict with the fiduciary duties of their directors or contravene any legal prohibition or result in a risk of personal or criminal liability on the part of any officer provided that the ​ 151 relevant member of the Group shall use reasonable endeavours to overcome any such obstacle; (vii) perfection of Security, when required, and other required legal formalities will be completed as soon as practicable and, in any event, within the relevant time periods specified in the Finance Documents or, if earlier or to the extent no such time periods are specified in the Finance Documents, within the time periods specified by applicable law in order to ensure due perfection; (viii) unless granted under a global Transaction Security Document governed by the law of the jurisdiction of incorporation of the Issuer or a Guarantor applicable Obligor or under English law or as otherwise required by applicable law, all Security Documents (other than share security any Security granted over certain of its subsidiaries of the relevant Grantor and other assets of the relevant Grantor incorporated or located in jurisdictions other than the jurisdiction of incorporation of the Grantoras agreed) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that GrantorObligor; (ix) only floating security will be granted over the hedging agreements entered into by members of the Group; (x) the Security Agent shall Trustee will hold one set of security for the Secured Partiesall Lenders unless local law requires separate ranking security for different classes of debt; and (xi) no guarantee or security shall guarantee or secure any “Excluded Swap Obligations” defined in accordance with the Company shall be responsible LSTA Market Advisory Update dated February 15, 2013 entitled “Swap Regulations’ Implications for costs Loan Documentation”, and any update thereto by the LSTA. For the avoidance of doubt, in these Agreed Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable on the creation or enforcement or for the continuance of any Security, stamp duties, out-of-pocket expenses, and other fees and expenses reasonably directly incurred by the Secured Parties and the Company and relevant grantor of Security or any of its Restricted Subsidiaries (including reasonable legal expensesdirect or indirect owners, disbursements, registration costs and all taxes, duties and fees (notarial subsidiaries or otherwise)) in respect of Note Guarantees and securityAffiliates. (c) The Security Agent or the Secured Parties, as the case may be, shall promptly discharge any Note Guarantees and release any Liens which is or are subject to any legal or regulatory prohibition as is referred to in paragraph (b)(iv) above.

Security Principles. (a) The Note Guarantees guarantees and security to be provided pursuant to this Indenture will be given in accordance with the security principles Security Principles set out herein (in this Schedule 13. This Schedule 13 addresses the “Agreed manner in which these Security Principles”)Principles will impact on the guarantees and security proposed to be taken in relation to the Finance Documents. (b) The Agreed Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining security and Note Guarantees from all proposed grantors of security and Note Guarantees (the “Grantors”) Guarantors in every jurisdiction in which the Grantors Guarantors are incorporated. In particular: (i) all guarantees and security granted will be limited to the extent advised by local counsel and tax advisors as being necessary or reasonably desirable to comply with local legal requirements and recommended tax structuring; (ii) general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent preference, “"thin capitalisation” " rules, retention of title claims and similar principles may limit the ability of a Grantor Guarantor to provide Note Guarantees a guarantee or security or may require that the Note Guarantee or security guarantee be limited by an amount or otherwise. All guarantees and security will be limited to comply with all such restrictions. The Company shall will use reasonable endeavors endeavours to assist in demonstrating that adequate corporate benefit accrues to each Grantor. Limitation language will be included in respect of all Note Guarantees Guarantor and Security Documents limiting the liability under the Note Guarantees and the enforceability of the security as required or customary under applicable lawotherwise overcoming such limitations; (iiiii) in the case of any joint venture or non-wholly owned Subsidiary, all guarantees and security will be limited to comply with restrictions in the joint venture agreement, the shareholders' agreement or the applicable law. The Company will use reasonable endeavours to avoid or overcome such restrictions; (iv) the Liens security and extent of their its perfection will be agreed taking into account the cost to the Company and its Restricted Subsidiaries Group of providing security so as to ensure that it is and the proportionate to the benefit accruing to the Secured Parties (as defined in the Intercreditor Agreement)Lenders; (iiiv) any assets subject to third party arrangements which are not prohibited permitted by this Agreement, and the Debt Documents (as defined in the Intercreditor Agreement) Mezzanine Facility Agreement and which prevent those assets from being granted as security charged will be excluded from the Security in any relevant Transaction Security Document provided that reasonable endeavors endeavours to obtain consent to grant security interests over charging any such assets shall be used by the relevant Grantor Guarantor if the relevant asset is material, and provided further that when making an acquisition of Capital Stock or other ownership interests in a company representing more than 50.1% but less than 100% of the issued Capital Stock or other ownership interests of such company (or of a business or undertaking carried on as a going concern) such that following the acquisition the entity would constitute a Restricted Subsidiary that is not an Immaterial Subsidiary, neither the Company nor any of its Restricted Subsidiaries shall enter into any agreement or undertaking at the time of such acquisition with a minority shareholder that prevents such entities from providing guarantees as contemplated in Section 4.16; (ivvi) Grantors shall Guarantors will not be required to give Note Guarantees guarantees or enter into Transaction Security Documents to the extent if that it would conflict with the fiduciary duties of their directors or officers or contravene any legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any director or officerofficer provided that the relevant Guarantor shall use reasonable endeavours to overcome any such obstacle; (vvii) perfection of Lienssecurity, when required pursuant to these Agreed Security Principlesrequired, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Security Finance Documents therefor or (if earlier or to the extent no such time periods are specified in the Security Finance Documents) within the time periods specified by applicable law in order to ensure due perfection. The ; (viii) prior to a Declared Default perfection of Liens security granted will not be required if it would have an unreasonable a material adverse effect on the ability of the relevant Grantor Guarantor to conduct its operations and business in the ordinary course as to the extent not otherwise prohibited permitted by the Debt Finance Documents. The registration of security interests in intellectual property will (at all times subject to paragraph (iii) above and (c) below) only be in respect of material intellectual property in jurisdictions to be agreed; (viix) the maximum Guaranteed guaranteed or secured amount may be limited to minimize minimise stamp duty, notarizationnotarisation, registration or other applicable fees, taxes and duties as well as the tax cost to the Company and its Restricted Subsidiaries where the benefit of increasing the granted or secured amount is disproportionate to the level of such fee, taxes and duties or tax cost to the Company and its Restricted Subsidiariesduties; (vii) no perfection action will be required in jurisdictions where Grantors are not incorporated; (viiix) where a class of assets to be secured includes material and immaterial assets, if the cost of granting Liens security over the immaterial assets is disproportionate to the benefit of such Lienssecurity, Liens security will be granted over the material assets only; (ixxi) unless granted under a global Security Document security document governed by the law of the jurisdiction of the Issuer or a Guarantor or under English law or as otherwise required by applicable law, all Security Documents security (other than share security over subsidiaries of the relevant Grantor and other assets of the relevant Grantor incorporated or located in jurisdictions other than the jurisdiction of incorporation of the Grantorits Guarantor subsidiaries) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that GrantorGuarantor; (xxii) guarantee and security limitations may mean that access to the assets of a Guarantor is limited, in which case, any asset security granted by that Guarantor shall be proportionate to the value of its guarantee; (xiii) no perfection action will be required in jurisdictions where Guarantors are not located but perfection action may be required in the jurisdiction of one Guarantor in relation to security granted by another Guarantor located in a different jurisdiction. Subject to those principles, perfection action may also be required in respect of material intellectual property rights in jurisdictions where such rights are registered; (xiv) local law restrictions may mean that the Senior Lenders and the Mezzanine Lenders (each as defined in the Intercreditor Agreement) may not be able to benefit from the same security; and (xv) the Security Agent shall will hold one set of security for the Secured Parties; and (xi) the Company shall be responsible for costs and expenses reasonably incurred by the Secured Parties Senior Lenders/and the Company and its Restricted Subsidiaries (including reasonable legal expenses, disbursements, registration costs and all taxes, duties and fees (notarial or otherwise)) in respect of Note Guarantees and securityMezzanine Lenders unless a second ranking security is required by local law for the Mezzanine Lenders. (c) The Security Agent or Reasonable legal fees, disbursements, registration costs, taxes, notary fees and other costs and expenses related to the Secured Parties, as guarantees and security incurred by legal counsel to the case may be, shall promptly discharge any Note Guarantees Company and release any Liens which is or are subject by legal counsel to any the Arranger will be paid by the Company up to an agreed cap. Any additional costs and expenses (including legal or regulatory prohibition as is referred to fees) incurred in paragraph (b)(iv) aboveconnection with the preservation of rights and/or enforcement of the guarantees and security will be paid by the Company.