Common use of Terms of Security Documents Clause in Contracts

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and delivered: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents will only be able to exercise a power of attorney in any security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken for the benefit of the Holders of the Notes under this Indenture: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable andranking, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectionpossible; (b) the security will not be enforceable until unless an Event event of Default default (howsoever described) has occurred and notice of acceleration of the Notes has been given by pursuant to Section 6.02 under this Indenture or any equivalent provision of any other Primary Finance Documents (as defined in the Trustee or the applicable Intercreditor Agreement) (a “Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Relevant Acceleration Event”); (c) prior the Security Agent will be entitled, where the relevant Grantor fails to fulfill its obligations under a Security Document (after the Maturity Date, notification expiry of any Liens over bank accounts will be given (subject applicable grace period), to legal advice) to perfect the banks with whom Liens, where such perfection is contemplated under these principles and the accounts are maintained only if an Enforcement Event has occurredSecurity Document; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should Security Documents shall only operate to create security Liens rather than to impose new commercial obligations. Accordingly, they should shall not contain material additional representations, representations or undertakings or indemnities (such as in respect of title, validity, insurance, maintenance of assets, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of the securityLiens or the assets subject to the Liens and shall not operate so as to prevent transactions which are otherwise permitted under the Debt Documents or to require additional consents, authorizations or notifications; (ge) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted prior to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default that has occurred and is continuing (or in the case of Clauses 4 (Bank Accounts), 6 (Insurance Policies), 7 (Intellectual Property) and 9 (Trade Receivables) only, prior to occura Notes Relevant Acceleration Event, and the pledgors provisions of each Security Document will not be permitted to receive dividends unduly burdensome on pledged shares and payment the Grantor or interfere unreasonably with the operation of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenturebusiness; (hf) the Collateral Agents will Security Agent shall only be able to exercise a power of attorney following an Event of Default that has occurred and is continuing (or in any security document following the occurrence case of an Enforcement Event Clauses 4 (Bank Accounts), 6 (Insurance Policies), 7 (Intellectual Property) and 9 (Trade Receivables) only, after a Notes Relevant Acceleration Event) or with respect to perfection or further assurance obligations that following request, if the relevant obligor Grantor has failed to satisfy; comply with a further assurance or perfection obligation (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to after the Holders) or to remove expiry of any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiariesapplicable grace period); (jg) no obligor shall be required to protect any Security Documents, will where possible and practical, automatically create Liens in over future assets of the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; andsame type as those already secured; (kh) informationInformation, such as lists of assets, will be provided if, and only in the opinion of counsel to the extentTrustee or Security Agent, these are required by local law to be provided to protect or create, perfect or register the security or to ensure the security can be enforced and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and in that case be provided annually or, following the occurrence and during the continuance of an Event of DefaultDefault which is continuing, on the Collateral Agents’ Security Agent’s reasonable requestrequest provided that no such regular information is required to be provided in respect of assets located in the United Kingdom.

Terms of Security Documents. 2.1 The following principles will be reflected in the terms of any security document to be executed and deliveredSecurity taken: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)Agent under this Agreement; (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (fb) the security documents Security Documents should only operate to create security Security rather than to impose new commercial obligations. Accordingly; accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurancewarranties, information or the payment of costs) undertaking and indemnities, unless these are (i) required to be included in any Security Document for the validity and enforceability of the Security Documents or (ii) are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the securityAgreement; (gc) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event of Default has occurredoccurred and notice of acceleration has been given by the Agent under this Agreement, the pledgors will of shares in Obligors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security Security or cause an Event of Default to occur, occur and the pledgors will Obligors shall be permitted to receive pay dividends on pledged shares to the pledgors and payment of intra-group receivables and the pledgors shall be entitled to retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries such dividends to the extent not prohibited permitted under this IndentureAgreement; (d) any accounts receivable which, if charged, such charge would be prohibited by anti-assignment provisions of contracts or applicable law or would breach the terms of any contract relating to such accounts receivable or would be a default or event of default under the relevant contract or entitle the counterparty to the relevant contract a right to terminate the relevant contract will be excluded from any relevant Security Document; provided that the consent of that counterparty has been sought; (e) notification to debtors of Security over accounts receivable will only be given if an Event of Default has occurred and notice of an acceleration has been given by the Agent under this Agreement; (f) security over any loan or note intercompany receivables will be perfected upon execution of the Security Document either by virtue of notification to debtors or by acknowledgement in writing by such debtor (as may be required by local law to perfect such Security) subject to no adverse tax consequences; (g) the Finance Parties should only be able to exercise any power of attorney granted to them under the Security Documents following the occurrence of an Event of Default in respect of which notice of acceleration has been given by the Agent under this Agreement or material failure to comply with a written request to fulfil a further assurance or perfection obligation; (h) the Collateral Agents will only be able Security Documents shall not operate so as to exercise a power of attorney in any security document following the occurrence of an Enforcement Event prevent transactions which are permitted under this Agreement or with respect to perfection require additional consents or further assurance obligations that following request, the relevant obligor has failed to satisfyauthorisations; (i) no obligor shall unless the restriction is required by law, the constitutional documents of the Obligors whose shares have been pledged will be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or amended to remove any encumbrances restriction on title that are reflected in any title insurance the transfer or any other existing encumbrances on real property (not including Liens securing Indebtedness the registration of the Company transfer of the shares on enforcement of the Security granted over them. If the pledging of shares of an Obligor under the Agreed Security Principles requires the prior consent of any gaming or any of licensing authority, the Parent shall use its Restricted Subsidiaries);commercial reasonable efforts to obtain such consent in a reasonable time frame; and (j) in furtherance of Clause 24.11 (Limitations on US Guarantees), (i) no obligor shall member of the Group that is a CFC will have any obligation or liability, directly or indirectly, to grant Security with respect to any US Obligation; (ii) not more than sixty-five per cent. (65%) of the stock or other equity interests (measured by the total combined voting power of the issued and outstanding voting stock or other equity interests) of, and none of the assets or property of, a person that is a CFC will be required to protect be pledged directly or indirectly as security for any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notesUS Obligations; and (kiii) informationno member of the Group shall grant any Security for the obligations of a US Borrower if (a) such member of the Group is a “related person” (as defined in Section 267(b) or Section 707(b) of the Code) to such US Borrower, (b) such member of the Group is not a “United States person” (as lists defined in Section 7701(a)(30) of assets, will be provided if, the Code) and only to (c) such US Borrower does not own a “controlling interest” (as defined in Section 163(j) of the extent, required by local law to be provided to protect or create, perfect or register Code) in such member of the security andGroup, to the extent so required will be provided annually (unless required such guarantee or pledge would cause such US Borrower to be provided by local law more frequentlydisallowed, but not more frequently than quarterlyfor US federal or state income tax purposes, a deduction (or any portion thereof) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable requestfor interest expense paid that could otherwise have been utilised.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and delivered: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Datematurity date of the Notes, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents will only be able to exercise a power of attorney in any security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.

Terms of Security Documents. The Unless otherwise agreed by the Main Issuer and the Controlling Priority Lien Representative (as defined in the Collateral Trust Agreement, the “Controlling Priority Lien Representative”), the following principles will be reflected in the terms of any security document to be executed and deliveredtaken in connection with the Agreement: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not only be enforceable until if an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)is continuing; (cb) prior to the Maturity Date, notification of any Liens security over bank accounts will be given (to the bank holding the account where required for perfection of security; provided that this is not inconsistent with the Group retaining control over and access to the balances on the accounts; for the avoidance of doubt, subject to legal advice) the provisions of Part II, Paragraph 6(a), there will be no “fixed” security over bank accounts, cash or receivables or any obligation to hold or pay cash and receivables in particular accounts, and, until an Event of Default has occurred, the Group shall have complete discretion to move and deal with cash and receivables; provided that in doing so it does not otherwise breach the terms of the Indenture. The pledgor shall use its best efforts, to the banks extent commercially practicable, to receive a duly executed acknowledgement (in the form to be agreed with whom the accounts are maintained only if an Enforcement Event account bank, the pledgor and the pledgee) from the account bank within three (3) Business Days after the form of acknowledgement has occurredbeen agreed and notified to the account bank by the Pledgor. Such notice of acknowledgement shall confirm that the account bank waives any right of set-off, lien, right of retention and any similar rights existing under the general business conditions of the account bank, subject to customary exceptions; (dc) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event of Default has occurredoccurred and is continuing; (ed) notification of any security interest over insurance policies will only be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsGroup assets if an Event of Default has occurred and is continuing; (fe) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, ; accordingly (i) they should not contain material additional representations, undertakings or indemnities (such as including, without limitation in respect of insurance, information information, maintenance or protection of assets or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or other Priority Lien Documents and are necessary required for the creation creation, perfection or continued perfection of the securitysecurity and (ii) they should not operate so as to prevent any transaction not otherwise prohibited under the Priority Lien Documents; (gf) in respect of the share pledges and pledges of intra-group receivables, until unless an Enforcement Event of Default has occurredoccurred and is continuing, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which (other than pursuant to a step or matter which does not materially otherwise breach the terms of the Indenture and the other Priority Lien Documents) does not adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur and the pledgors will be permitted to receive dividends and other payments on or in respect of pledged shares and payment of intra-group intragroup receivables and retain the proceeds and/or make use the proceeds available to Holdings and its Subsidiaries to the extent for any other purpose not prohibited under this Indenturethe terms of the Indenture and the other Priority Lien Documents; (hg) the Collateral Agents will only Secured Parties should not be able to exercise a any power of attorney in any security document following granted to them under the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness terms of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States Priority Lien Documents prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notesDefault which is continuing; and (kh) informationthe Priority Collateral Trustee will not be required to accept any security or its perfection if it is of a type or in a jurisdiction which the Priority Collateral Trustee, such as lists of assetsin its sole discretion, will be determines does not meet or comply with its established internal regulations or policies or with applicable law or regulation, or which would impose liabilities on the Priority Collateral Trustee, provided ifthat, and only notwithstanding anything to the extentcontrary in the Indenture or any other Priority Lien Document, required no event or circumstance (including, without limitation, any failure by local law any member of the Group to comply with any obligation under the Indenture or any other Priority Lien Document) arising as a direct or indirect consequence of the operation of the provisions of this paragraph (h) shall (or shall be provided to protect deemed to) directly or createindirectly constitute, perfect or register result in, a breach of any representation, warranty, undertaking or other term in the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of Priority Lien Documents or a Default or an Event of Default, on the Collateral Agents’ reasonable request.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken in connection with the facilities made available under this Agreement: (a) subject to Permitted Liens and these Agreed Security Principles the security will not be first ranking and enforceable until the perfection occurrence of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period a Declared Default which is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectioncontinuing; (b) the security Secured Parties (or any agent or similar representative appointed by them at the relevant time) will not only be enforceable until an Event able to exercise a power of Default has occurred and notice of acceleration attorney or set-off granted to them under the terms of the Notes has been given by Loan Documents (i) following the Trustee occurrence of a Declared Default which is continuing or (ii) where Holdings or the Notes have otherwise become due relevant Subsidiary granting the security has failed to comply with a perfection or further assurance obligation and payable prior to the scheduled maturity thereof (an “Enforcement Event”)any applicable grace period thereto has expired; (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, obligations or repeat clauses in other Loan Documents; (i) they should not contain material additional representations, undertakings or indemnities (such as including, without limitation, in respect of insurance, information information, maintenance or protection of assets or the payment of costsfees, costs and expenses) unless these are the same as or consistent with those contained in this Indenture Agreement or are necessary required for the creation creation, perfection or perfection extension of security in accordance with local law; and (ii) nothing in any security document shall (or be construed to) prohibit any transaction, matter or other step (or a grantor of security taking or entering into the same or dealing in any manner whatsoever in relation to any asset (including all rights, claims, benefits, proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the security agreement if not prohibited by the terms of the other Loan Documents (and accordingly to such extent, the Collateral Agent shall promptly effect releases, confirmations, consents to deal or similar steps always at the cost of the relevant grantor of the security); (d) no security will be granted over parts, stock, moveable plant, equipment or receivables if it would require labelling, segregation or periodic listing or specification of such parts, stock, moveable plant, equipment or receivables; (e) perfection will not be required in respect of (i) vehicles and other assets subject to certificates of title or (ii) letter of credit rights and tort claims (or the local law equivalent); (f) in no event shall control agreements (or perfection by control or similar arrangements) be required with respect to any assets (including deposit or securities accounts) (unless the Loan Documents expressly provide for any specific account (by reference to its purpose) to be subject to specific restrictions on use); (g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured; where local law requires supplemental pledges or notices to be delivered in respect of the share future acquired assets in order for effective and enforceable security to be created or perfected over that class of asset, such supplemental pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors or notices will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value provided only upon request of the security (taken as a whole) Collateral Agent and at intervals no more frequent than annually or the validity or enforceability of the security or cause an Event of Default to occur, at other intervals agreed between Holdings and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture;Collateral Agent; and (h) the Collateral Agents will only be able to exercise a power of attorney in any each security document following must contain a clause which records that if there is a conflict between the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, security document and the relevant obligor has failed to satisfy; Intercreditor Agreement then (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holdersfullest extent permitted by law) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness the provisions of the Company or any Intercreditor Agreement will take priority over the provisions of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable requestdocument.

Terms of Security Documents. The following principles will be reflected in the terms of any security document Security Document to be executed and delivered: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents will only be able to exercise a power of attorney in any security document Security Document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken for the benefit of the Holders of the Notes under this Indenture: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable andranking, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectionpossible; (b) the security will not be enforceable until unless an Event event of Default default (howsoever described) has occurred and notice of acceleration of the Notes has been given by pursuant to Section 6.02 under this Indenture or any equivalent provision of any other Primary Finance Documents (as defined in the Trustee or the Intercreditor Agreement) (a “Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Relevant Acceleration Event”); (c) prior the Security Agent will be entitled, where the relevant Grantor fails to fulfill its obligations under a Security Document (after the Maturity Date, notification expiry of any Liens over bank accounts will be given (subject applicable grace period), to legal advice) to perfect the banks with whom Liens, where such perfection is contemplated under these principles and the accounts are maintained only if an Enforcement Event has occurredSecurity Document; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should Security Documents shall only operate to create security Liens rather than to impose new commercial obligations. Accordingly, they should shall not contain material additional representations, representations or undertakings or indemnities (such as in respect of title, validity, insurance, maintenance of assets, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of the securityLiens or the assets subject to the Liens and shall not operate so as to prevent transactions which are otherwise permitted under the Debt Documents or to require additional consents, authorizations or notifications; (ge) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted prior to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default that has occurred and is continuing (or in the case of Clauses 4 (Bank Accounts), 6 (Insurance Policies), 7 (Intellectual Property) and 9 (Trade Receivables) only, prior to occura Notes Relevant Acceleration Event, and the pledgors provisions of each Security Document will not be permitted to receive dividends unduly burdensome on pledged shares and payment the Grantor or interfere unreasonably with the operation of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenturebusiness; (hf) the Collateral Agents will Security Agent shall only be able to exercise a power of attorney following an Event of Default that has occurred and is continuing (or in any security document following the occurrence case of an Enforcement Event Clauses 4 (Bank Accounts), 6 (Insurance Policies), 7 (Intellectual Property) and 9 (Trade Receivables) only, after a Notes Relevant Acceleration Event) or with respect to perfection or further assurance obligations that following request, if the relevant obligor Grantor has failed to satisfy; comply with a further assurance or perfection obligation (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to after the Holders) or to remove expiry of any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiariesapplicable grace period); (jg) no obligor shall be required to protect any Security Documents, will where possible and practical, automatically create Liens in over future assets of the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; andsame type as those already secured; (kh) informationInformation, such as lists of assets, will be provided if, and only in the opinion of counsel to the extentTrustee or Security Agent, these are required by local law to be provided to protect or create, perfect or register the security or to ensure the security can be enforced and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and in that case be provided annually or, following the occurrence and during the continuance of an Event of DefaultDefault which is continuing, on the Collateral Agents’ Security Agent’s reasonable requestrequest provided that no such regular information is required to be provided in respect of assets located in the United Kingdom.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredinterest taken as part of the transaction contemplated by this agreement: (a) subject to Permitted Liens and these Agreed Security Principles the security will interest shall be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable andranking, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified possible, subject in any event to the Note Documents, within liens permitted under Section 6.02 of the time periods specified by applicable law in order to ensure due perfectionCredit Agreement; (b) the security interests will not be enforceable until unless an Event of Default or any other required enforcement event under applicable local law has occurred and is continuing provided that (i) any pledge (pandrecht) governed by Dutch law security interests shall not be enforceable unless an Event of Default has occurred and notice is continuing which has resulted in a default (verzuim) within the meaning of acceleration section 3:248 of the Notes has been given Dutch Civil Code with respect to the payment of the obligations secured by such pledge (an Enforcement Event), (ii) any pledge governed by the Trustee or laws of the Notes Czech Republic security interests shall not be enforceable unless the secured receivables are not paid when due, (iii) any pledge governed by Swiss law shall not be enforceable unless the relevant Secured Obligations have otherwise become due (fällig) and payable prior payable, and (iv) any pledge governed by German law shall not be enforceable unless an Event of Default has occurred and the requirements set forth in Sections 1273 para. 2, 1204 et seq. German Civil Code (Bürgerliches Gesetzbuch) with regard to the scheduled maturity thereof enforcement of pledges are met (an “Enforcement Event”Pfandreife); (c) prior the Administrative Agent will be entitled, where the relevant Grantor fails to fulfil its obligations under a Security Document (after the Maturity Date, notification expiry of any Liens over bank accounts will be given applicable grace period), (subject but without obligation to legal advicedo so) to the banks with whom the accounts are maintained only if an Enforcement Event has occurredperfect all Security Documents and do all things which it may consider to be required or advisable to perfect its rights thereunder; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents Administrative Agent will only be able to exercise a power of attorney in any security document following the occurrence an Event of an Enforcement Event or with respect to perfection or further assurance obligations Default that following request, the relevant obligor has failed to satisfyoccurred and is continuing; (ie) no obligor the provisions of each Security Document will not be unduly burdensome on the Grantor or interfere unreasonably with the operation of its business, will be limited to those required by local law to create or perfect security interests and will not impose new commercial obligations; accordingly, they shall be required to provide surveys on real property (not contain additional representations or undertakings unless such surveys already exist the same are consistent with those contained in which case there shall be no requirement that such surveys be certified the other Loan Documents or to the Holders) extent required by local law in order to create or perfect the security interest expressed to be created thereby or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries)extent material and customary under local law; (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (kf) information, such as lists of assets, will shall be provided if, and only to the extent, required by local law (except in the case of the opening of new bank accounts where notification of such new bank accounts shall be given promptly to the Administrative Agent) to be provided in order to protect or create, perfect or register the security and, interest or to the extent so required will comply with supervisory obligations and shall be provided annually (unless required more frequently under local law or to comply with supervisory obligations) or, whilst an Event of Default is continuing, on the Administrative Agent’s reasonable request; (g) Security Documents will, where possible and practical, automatically create security interests over future assets of the same type as those already secured; where local law requires supplemental pledges or additional Security Documents to be delivered in respect of future acquired assets in order for effective security interest to be created over that class of asset, such supplemental pledges or Security Documents shall be provided by at intervals no more frequent than three months (unless required more frequently under local law more frequentlylaw), but not or, in the case of any supplemental list of assets only (as opposed to a supplemental agreement), no more frequently than quarterlyannually; and (h) Reference to article L. 521-3 of the French Code de Commerce and following article 2348 of the occurrence and during French Code Civil shall be included in the continuance of an Event of Default, on the Collateral Agents’ reasonable requestrelevant French law governed Security Documents.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of this transaction: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default the Acceleration Date has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)occurred; (cb) prior to the Maturity Date, notification of any Liens pledges over bank accounts will be given (subject to legal advice) to the banks bank holding the account provided that this is not inconsistent with whom the accounts are maintained Group retaining control over and the ability to use freely the balance of the account; (c) notification of receivables security to debtors will only be given if an Enforcement Event the Acceleration Date has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will not be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsGroup assets until such time as an Event of Default has occurred and is continuing; (fe) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material any additional representations, representations or undertakings or indemnities (such as in respect of title, insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary covenants required for the creation or perfection of the securitysecurity and are no more onerous than any equivalent representation or undertaking in this Agreement; (gf) in respect of the share pledges and pledges of intra-group receivablespledges, until an Enforcement Event the Acceleration Date has occurred, the pledgors will shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will should be permitted to receive pay dividends upstream on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited permitted under this Indenture;Agreement; and (hg) the Collateral Agents will Finance Parties should only be able to exercise a any power of attorney in any granted to them under the security document following documents after the occurrence of Acceleration Date has occurred or after failure by an Enforcement Event or Obligor to comply with respect to perfection or a further assurance obligations that following request, or perfection obligation. 232 SCHEDULE 12 CONFIDENTIALITY UNDERTAKING To: [Transferring Lender] Amount: Agent: Dear Sirs We are considering [acquiring]/[arranging the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens acquisition of] an interest in the United States prior Agreement (the "Acquisition"). In consideration of you agreeing to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) make available to us certain information, such by our signature of this letter we agree as lists follows (acknowledged and agreed by you by your signature of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance a copy of an Event of Default, on the Collateral Agents’ reasonable request.this letter):

Terms of Security Documents. The Unless otherwise agreed by the Parent and the Collateral Agent, the following principles will be reflected in the terms of any security document to be executed and deliveredtaken in connection with the Facilities: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not only be enforceable until if an Acceleration Event has occurred and is continuing (and for the purposes of this Schedule an “Acceleration Event” shall mean following the occurrence of an Event of Default which is then continuing and in respect of which the Administrative Agent has occurred and given a notice of acceleration pursuant to, and in accordance with, Section 8.02 (Remedies Upon Event of the Notes Default), unless acceleration has been given by the Trustee or the Notes have otherwise become due and payable prior occurred automatically pursuant to the scheduled maturity thereof proviso to Section 8.02 (an “Enforcement Event”Remedies Upon Event of Default), in which case no such notice will be required); (cb) prior to the Maturity Date, notification of any Liens security over bank accounts will be given (subject to legal advice) to the banks bank holding the account (other than in the case of accounts held in the United States) where required for perfection of security provided that this is not inconsistent with whom the Group retaining control over and access to the balances on the accounts are maintained only if (it being agreed that no account control agreements (or similar) will be required with respect to bank accounts (or securities or commodities accounts) held in the United States); for the avoidance of doubt there will be no “fixed” security over bank accounts, cash or receivables or any obligation to hold or pay cash and receivables in particular accounts and until an Enforcement Acceleration Event has occurredoccurred the Group shall have complete discretion to move and deal with cash and receivables provided that in doing so it does not otherwise breach the terms of this Agreement. In the case of any Luxembourg law governed account pledge agreement, such account pledge agreement shall be notified to the account bank on the same day of execution of the account pledge agreement. A duly executed acknowledgement shall be obtained from the account bank within three (3) Business Days following the notification, pursuant to which the account bank waives any right of set-off, lien, right of retention and any similar rights existing under the general business conditions of the account bank; (dc) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Acceleration Event has occurredoccurred and is continuing; (ed) notification of any security interest over insurance policies will only be served on any insurer of the Company’s or Group assets if an Acceleration Event has occurred and is continuing or, in the case of any Restricted Subsidiaries’ assetssecurity interests over insurance policies of a Dutch Loan Party, where required for perfection of security; (e) with respect to a Luxembourg law governed share pledge agreement, perfection of the pledge shall be made by registration in the share register of the company whose shares are pledged on the same day of the execution of such pledge agreement; f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, ; accordingly (i) they should not contain material additional representations, undertakings or indemnities (such as including, without limitation in respect of insurance, information information, maintenance or protection of assets or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or Agreement and are necessary required for the creation or perfection of the securitysecurity and (ii) they should not operate so as to prevent any transaction not otherwise prohibited under this Agreement; (g) in respect of the share pledges and pledges of intra-group receivables, until unless an Enforcement Acceleration Event has occurredoccurred and is continuing, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which (other than pursuant to a step or matter which does not materially otherwise breach the terms of this Agreement) does not adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur and the pledgors will be permitted to receive dividends and other payments on or in respect of pledged shares and payment of intra-group intragroup receivables and retain the proceeds and/or make use the proceeds available to Holdings and its Subsidiaries to the extent for any other purpose not prohibited under the terms of this IndentureAgreement; (h) the Collateral Agents will only Secured Parties should not be able to exercise a any power of attorney in any security document following granted to them under the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness terms of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States Loan Documents prior to the occurrence of an Enforcement Acceleration Event which is continuing; i) no Loan Party shall be required to perfect the security granted under any US law governed Collateral Document by any means other than customary by (i) filings pursuant to the Uniform Commercial Code of the relevant state(s), (including UCC-1sii) filings approved by United States federal government offices with respect to registered intellectual property and (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession of collateral consisting of tangible chattel paper, mortgage instruments or deed certificated securities with a fair market value in excess of trust filings and patent and trademark filingsUS$10,000,000 individually; j) and delivery no security will be taken over parts, stock, moveable plant, equipment or receivables if it would require labeling, segregation or periodic listing or specification of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notessuch parts, stock, moveable plant, equipment or receivables; and (k) informationthe Collateral Agent will not be required to accept any security or its perfection if it is of a type or in a jurisdiction which the Collateral Agent, such as lists of assetsin its sole discretion, will be determines does not meet or comply with its established internal regulations or policies or with applicable law or regulation, or which would impose liabilities on the Collateral Agent, provided ifthat, and only notwithstanding anything to the extentcontrary in this Agreement or any other Loan Document: i. any obligation of any member of the Group to grant, required by local law enter into or perfect any security (or otherwise taken any action in relation to any security or asset) shall be provided to protect or create, perfect or register the security and, subject to the extent so required will provisions of paragraph (j); and ii. no event or circumstance (including, without limitation, any failure by any member of the Group to comply with any obligation under this Agreement or any Loan Document) arising as a direct or indirect consequence of the operation of the provisions of this paragraph (j) shall (or shall be provided annually (unless required to be provided by local law more frequentlydeemed to) directly or indirectly constitute, but not more frequently than quarterly) and following or result in, a breach of any representation, warranty, undertaking or other term in the occurrence and during the continuance of Loan Documents or a Default or an Event of Default, on the Collateral Agents’ reasonable request.

Terms of Security Documents. 2.1 The following principles will be reflected in the terms of any non-U.S. jurisdiction security document interest taken pursuant to be executed and delivereda Non-U.S. Security Document: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security interests will not be enforceable until an Enforcement Event of Default has occurred and notice of acceleration is continuing; (b) without prejudice to the rights of the Notes Holders at law, any rights of set off will not be exercisable until an Enforcement Event has been given by the Trustee or the Notes have otherwise become due occurred and payable prior to the scheduled maturity thereof (an “Enforcement Event”)is continuing; (c) prior any representations, warranties or undertakings which are required to be included in any security document shall reflect (to the Maturity Dateextent to which the subject matter of such representation, notification of any Liens over bank accounts will be given warranty and undertaking is the same as the corresponding representation, warranty and undertaking in this Indenture, the Notes and the Security Documents the commercial arrangement set out in this Indenture, the Notes, the Intercreditor Agreement and the Security Documents (subject to legal advice) save to the banks with whom extent that the accounts are maintained only if an Enforcement Event has occurredapplicable local counsel for the Guarantor and the Security Agent mutually agree, each acting reasonably, that it is necessary to include any further provisions (or deviate from those contained in this Indenture, the Notes, the Intercreditor Agreement and the Security Documents) solely in order to protect or preserve the security granted to the Holders or the perfection, validity, enforceability or priority thereof) and shall not otherwise impose new or additional commercial obligations; (d) notification in the security documents there will be no repetition of, substantive deviation from or extension of receivables security clauses set out in the this Indenture, the Notes, the Intercreditor Agreement and the Security Documents (or any intercreditor agreement) such as those relating to debtors who are not members notices, cost and expenses, indemnities, tax gross up, distribution of the Company or its Subsidiaries will only be given if an Enforcement Event has occurredproceeds and release of security; (e) notification the Security Agent and the Holders should only be able to exercise any power of attorney granted to them under the security documents following (i) the occurrence of an Enforcement Event or (ii) the failure to comply with a further assurance or perfection obligation within fifteen (15) business days of Parent or the Issuers being notified of such failure by the Security Agent (and any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsgrace period applicable thereto has expired); (f) the security documents should only not operate so as to create security rather than prevent transactions that are permitted under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents or to impose new commercial obligations. Accordingly, they should require additional consents or authorizations not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in otherwise required by this Indenture or are necessary for the creation or perfection of the securitythese Agreed Guaranty and Security Principles; (g) the security documents will not accrue interest on any amount in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited interest is accruing under this Indenture; (h) the Collateral Agents will only be able to exercise a power of attorney where there is material incremental cost involved in any security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following requestcreating security, the principle stated at paragraph 1.2(g) above shall apply and, subject to these Agreed Guaranty and Security Principles, a cost/benefit-analysis will be made by the relevant obligor has failed member of the Group and the Security Agent, acting reasonably, in determining whether or not such asset shall be subject to satisfysecurity; (i) no obligor guaranty limitations under the laws of any applicable jurisdiction may mean that access to the assets of a Guarantor is limited, in which case, any asset security granted by that Guarantor shall secure the guaranty obligations of that Guarantor and so shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified limited to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness then outstanding amount of the Company or any of its Restricted Subsidiaries)guaranty; (j) no obligor guaranty or security will be required to be given by or over any acquired person or asset (and no consent shall be required to protect be sought with respect thereto) which are required to support acquired indebtedness to the extent such acquired indebtedness is permitted under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents to remain outstanding after an acquisition. No member of a target group or other entity acquired pursuant to an acquisition not prohibited by this Indenture shall be required to become a Guarantor or grant security with respect to this Indenture, the Notes, the Intercreditor Agreement and the Security Documents if prevented by the terms of the documentation governing that acquired indebtedness or if becoming a Guarantor or the granting of any Liens security would give rise to an obligation (including any payment obligation) under or in relation thereto; (k) no security interest will be granted over parts, stock, moveable plant, inventory, equipment or receivables if creation or perfection of such security interest would require labelling, segregation or periodic listing or specification of such parts, stock, moveable plant, equipment or receivables; (l) perfection will not be required in respect of vehicles and other assets, other than mortgaged property or shares or equity interests in companies, in respect of which delivery of certificates of title would be necessary for perfection; (m) if there is a conflict between any security document and this Indenture, the Notes, the Intercreditor Agreement or any Security Document then (to the fullest extent permitted by law) the provisions of this Indenture, the Notes, the Intercreditor Agreement or the Security Documents, as applicable, will take priority over the provisions of such security document, and each security document shall contain a clause that states the foregoing principle; (n) no security interest will be required in jurisdictions where neither a Guarantor nor any of its material assets is located; (o) to the extent possible and subject to any other legal requirement, the documentation in respect of any security granted by any additional Guarantor shall mirror the documentation in respect of the security interest granted by the original Guarantors on the Issue Date, and in respect of the relevant representations, warranties and covenants; (p) the provisions of each security document will not be unduly burdensome on the Guarantors or interfere unreasonably with the operation of their business, will be limited to those required by local law, to create, enforce or perfect security or, if applicable, to administer and monitor such security, in each case, in accordance with customary market practices; (q) unless granted under a global security document governed by the law of the jurisdiction of a Guarantor or under New York law, all security (other than security over the shares or equity interests in its subsidiaries) shall be governed by the law of and secure assets located in the United States prior jurisdiction of incorporation of the relevant Guarantor; (r) except with respect to (i) any cash pooling and/or concentration accounts of Honeywell Technologies Sàrl held in Belgium or in Luxembourg (which shall be governed by Belgian law or Luxembourg Law, respectively) and (ii) intercompany Indebtedness (which shall be pledged and perfected under the occurrence law of an Enforcement Event by means the jurisdiction that governs such intercompany Indebtedness), no perfection action will be required in jurisdictions other than customary filings (including UCC-1s, mortgage where the applicable Guarantor is incorporated or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notesorganized; and (ks) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, documents shall provide that any time periods therein relating to perfection steps or deliverables may be extended at the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ Security Agent’s reasonable requestdiscretion.

Terms of Security Documents. The following principles will be reflected in the terms of any security document Security Document to be executed and delivered: (a) subject to Permitted Liens permitted liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsassets (other than in respect of any insurance policy maintained by the Company or any of its Restricted Subsidiaries which is due to expire on or before December 31, 2006); (f) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intrainfra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents will only be able to exercise a power of attorney in any security document Security Document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title (not created in contemplation of the Transactions (as defined in the Senior Facilities Agreement)) that are reflected in any title insurance or any other existing encumbrances on real property (not created in contemplation of the Transactions) (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed taken in connection with the Notes and deliveredthe Indenture: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable by the Collateral Trustee until an Event of Default has occurred and notice of acceleration such Event of Default and of intent to take enforcement action pursuant to the Notes Indenture or the Security Documents has been given by the Trustee, Collateral Trustee or the Notes have otherwise become due and payable prior to Holders in accordance with the scheduled maturity thereof Indenture (an a “Enforcement EventDeclared Default”); (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (fb) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of security or unless it is generally accepted that any such additional undertakings or indemnities are required in the securityrelevant jurisdiction (taking into account market practice in respect of the giving of guarantees and security for financial obligations in the relevant jurisdiction); (gc) in respect of the share pledges or charges and pledges of intra-group receivables, until an Enforcement Event a Declared Default has occurred, : (a) the pledgors or chargors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which (i) does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security security, in each case other than to the extent permitted under the Indenture, or (ii) does not cause an Event of Default to occur, and (b) the pledgors or chargors will be permitted to receive dividends on pledged or charged shares (and payment of charged intra-group receivables receivables) and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent for purposes not prohibited under this the Indenture; (d) the Trustee or Collateral Trustee should only be able to exercise any power of attorney granted to them under the terms of the Indenture or Collateral Trust Agreement following an Event of Default or failure to comply with a further assurance or perfection obligation with respect to the security. (e) a security document will only be required to be notarized if required by law in order for the relevant security to be perfected or become effective or admissible in evidence; (f) in respect of any real estate asset to be subject to security, no title investigations, surveys or other diligence on any such real estate asset will be required and no title insurance will be required; (g) except as otherwise required by the Collateral Trustee acting at the direction of the Requisite Holders following the occurrence of an Event of Default, there shall not be fixed security over banks accounts, cash or receivables or any obligation to hold or pay cash or receivables in a particular account until a Declared Default has occurred and no Applicable Grantor will be required to change its banking arrangement or standard terms and conditions in connection with the granting of bank account security; (h) no security shall be granted over parts, stock, moveable plant, equipment or receivables if it would require labelling, segregation or periodic listing or specification of such parts, stock, moveable plant, equipment or receivables unless the ABL Lenders have a lien on any such assets, provided that the Trustee, Collateral Agents will only be able to exercise a power Trustee or any Holder may not require separate or additional labelling, segregation, periodic listing or specification of attorney in any security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor parts, stock, moveable plant, equipment or receivables that is separate from or additional to that required by any lien from which the ABL Lender benefits. No security shall be granted over any intellectual property which cannot be secured under the terms of any relevant licensing agreement (provided that the Grantor thereunder has failed used reasonable endeavors to satisfyobtain consent under the applicable licensing agreement to the grant of the security interest in the underlying intellectual property); (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified each security document entered into by a European ABL Shared Grantor must contain a clause to the Holderseffect that if there is a conflict between a provision of that security document and the European ABL Intercreditor Agreement then (to the fullest extent permitted by law) or to remove any encumbrances on title the European ABL Intercreditor Agreement will take priority over the relevant provision of that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries)security document; (j) no obligor the terms and extent of the Liens entered into by a European ABL Shared Grantor in respect of the Note Obligations (without affecting the other Agreed Guarantee and Security Principles) shall be required to protect any substantially based on the Liens granted by that European ABL Shared Grantor in respect of the Senior Obligations (as such terms are defined in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notesEuropean ABL Intercreditor Agreement); and (k) informationif the Discharge of Senior Obligations (in each case as such terms are defined in the European ABL Intercreditor Agreement) has not occurred, (without affecting the foregoing Agreed Guarantee and Security Principles) in respect of any security granted by any European ABL Shared Grantor over assets such as lists receivables, bank accounts or insurances (or any other asset as to which notice would otherwise be given to a third party to perfect such security), no notice shall be sent to any third party debtor, bank or other relevant person in connection with that security granted in respect of assets, will be provided if, all liabilities and only Obligations of the Issuers and the Guarantors until such time as the Discharge of Senior Obligations occurred (subject to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.principles set out in 1.2 above). Where:

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of this transaction: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the 2.1 security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee Agent under the $125,000,000 Credit Agreement, dated as of January 31, 2013 (as amended, supplemented or otherwise modified from time to time, among Global A&T Electronics Ltd., the Notes have otherwise become due Lenders and payable prior to the scheduled maturity thereof (an Agent the “Enforcement EventCredit Agreement”)); (c) prior to the Maturity Date, 2.2 notification of any Liens pledges over bank accounts will be given (subject to legal advice) to the banks bank holding the account provided that this is not inconsistent with whom the accounts are maintained only if an Enforcement Event has occurredLoan Parties retaining control over and the ability to use freely the balance of the account; (d) 2.3 notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event of Default has occurredoccurred and notice of an acceleration has been given by the Agent under the Credit Agreement; (e) 2.4 notification of any security interest over insurance policies will not be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsa Loan Party assets until such time as an Event of Default has occurred and is continuing; (f) 2.5 the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material any additional representations, representations or undertakings or indemnities (such as in respect of title, insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of the securitysecurity and are no more onerous than any equivalent representation or undertaking in the Credit Agreement; (g) 2.6 in respect of the share pledges and pledges of intra-group receivablescharges, until an Enforcement Event of Default has occurredoccurred and notice of acceleration has been given by the Agent under the Credit Agreement, the pledgors will chargors shall be permitted to retain and to exercise voting rights to any shares pledged charged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur and the pledgors will chargors should be permitted to receive pay dividends upstream on pledged charged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited permitted under this Indenture;the Credit Agreement; and (h) 2.7 the Collateral Agents will Secured Parties should only be able to exercise a any power of attorney in any granted to them under the security document documents following the occurrence of an Enforcement Event of Default in respect of which notice of acceleration has been given by the Agent under the Credit Agreement or failure to comply with respect to perfection or a further assurance obligations that following request, or perfection obligation. Words and expressions defined in the relevant obligor has failed to satisfy; (i) no obligor Credit Agreement shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to otherwise defined herein) have the Holderssame meanings when used herein. None UTAC (Shanghai) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1sCo., mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.Ltd. UTAC Dongguan Ltd UCD Cayman Ltd UTAC Chengdu Ltd Global A&T Xxxxx Ltd.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and delivered: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Datematurity date of the Notes, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents will only be able to exercise a power of attorney in any security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.extent

Terms of Security Documents. (a) The following principles will be reflected in the terms of any security document to be executed Liens for the Notes and deliveredthe Note Guarantees: (ai) subject to Permitted Liens and these Agreed Security Principles the security Lien will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable andranking, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectionpossible; (bii) Liens can only be enforced by the security Security Agent acting upon the instructions of an Instructing Group (as defined in the Intercreditor Agreement); (iii) Liens will not be enforceable until an Event of Default has occurred which is continuing and in respect of which a notice of acceleration of the Notes has bas been given by the Trustee or in accordance with the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification terms of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (hiv) the Collateral Agents will Security Agent shall only be able to exercise a power of attorney in any security document following the occurrence of an Enforcement Event of Default which is continuing and in respect of which a notice of an acceleration has been given by the Trustee in accordance with the terms of this Indenture or with respect to perfection or further assurance obligations that following request, if the relevant obligor Obligor has failed to satisfy; comply with a further assurance or perfection obligation (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove and any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiariesgrace period applicable thereto has expired); (jv) the provisions of each Security Document will not be unduly burdensome on the Obligor or interfere unreasonably with the operation of its business, will be limited to those required by local law to create or perfect, ensure the priority of, protect or maintain Liens and will not impose commercial obligations; (vi) in the Security Documents there will be no obligor repetition or extension of clauses set out in this Indenture (or the Intercreditor Agreement or any Additional Intecreditor Agreement) such as those relating to notices, cost and expenses, indemnities, tax gross up, distribution of proceeds and release of Lines; representations and undertakings shall be required to protect any Liens included in the United States prior Security Documents only to the occurrence of an Enforcement Event extent relating to title or required by means other than customary filings (including UCC-1slocal law or local market practice in order to create, mortgage perfect, ensure the priority of, protect or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; andmaintain the Liens expressed to be created thereby; (kb) information, such as lists of assets, receivables, insurances, will be provided if, if and only to the extent, required by local law or local market practice to be provided to protect or create, perfect or register the security Lien and, to the extent so required will when required, shall be provided annually (unless required to be provided by more frequently under local law more frequently, but not more frequently than quarterlyor local market practice) and or following the occurrence and during the continuance of an Event of DefaultDefault which is outstanding, on the Collateral Agents’ Security Agent’s reasonable request; and (i) Liens will, where possible and practical, automatically create Liens over future assets of the same type as those already secured; where local law requires supplemental pledges to be delivered in respect of future acquired assets in order for effective Lien to be created over that class of asset, such supplemental pledges shall be provided at intervals no more frequent than six months (unless required more frequently under local law or while an Event of Default is continuing).

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and delivered: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Datematurity date of the Notes, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents will only be able to exercise a power of attorney in any security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredLien taken as part of the transaction contemplated by this Agreement: (a) subject to Permitted Liens and these Agreed Security Principles the security Lien will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period concept or a similar concept is specified applicable in the Note Documentsforeign jurisdiction, within the time periods specified subject to (i) any nonconsensual Liens and other Liens mandatorily preferred by any applicable law in order and permitted under Section 7.01 of the Agreement, and (ii) pari passu Liens related to ensure due perfectionNew Incremental Notes, Refinancing Notes and Permitted Additional Debt; (b) the security no Lien will not be enforceable until the occurrence of an Enforcement Event of Default that has occurred and notice of acceleration of the Notes has not been given by the Trustee cured or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)waived; (c) prior to the Maturity Date, notification granting of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurredSection 1(b)(v), above; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents Secured Parties will only be able to exercise a power of attorney in any security document following the occurrence of an Enforcement Event that has not been cured or with respect waived upon giving notice to perfection or further assurance obligations the applicable Foreign Obligor (provided that following request, the relevant obligor has failed to satisfy; (i) no obligor such notice shall be required deemed to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to have been automatically given upon the Holdersoccurrence of an Event of Default under Section 8.01(f) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness g) of the Company or any of its Restricted SubsidiariesAgreement); (je) no obligor shall the maximum guaranteed or secured amount may be required limited to protect any Liens in minimize stamp duty, notarization, registration or other applicable fees, taxes and duties where the United States prior benefit of increasing the guarantee or secured amount is disproportionate to the occurrence level of an Enforcement Event by means other than customary filings (including UCC-1ssuch fees, mortgage or deed of trust filings taxes and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; andduties provided that the relevant Foreign Obligor shall use commercially reasonable endeavors to overcome such obstacles; (kf) informationthe provisions of each Collateral Document will not be unduly burdensome on the Foreign Obligor or interfere unreasonably with the operation of its business, such as lists of assets, will be provided if, and only save to the extent, extent required by local law to be provided to protect create or create, perfect or register the security and, to the extent so required maintain effective Liens and will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.impose commercial obligations;

Terms of Security Documents. (1) The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of this transaction: (a) subject to Permitted Liens and these Agreed Security Principles a. security will secure the obligations of the Loan Party granting the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes loans has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)Administrative Agent under this Agreement; (c) prior to the Maturity Date, b. notification of any Liens pledges over bank accounts will be given to the bank holding the account provided that this is not inconsistent with the Group retaining control over and the ability to use freely the balance of any account (but no member of the Group will be required to ensure that any account bank declare a consent or acknowledgement of notice of security) and until an Event of Default has occurred and notice of acceleration of the loans has been given by the Agent under this Agreement there will be no restriction on the Group’s ability to move and apply cash from out of its bank accounts, subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurredprovisions of this Agreement; (d) c. unless the Company otherwise agrees, notification of receivables security to debtors who are not members of (other than, subject to regulatory requirements or restrictions, to the Company EMEA JV Investor or its Subsidiaries the Canadian JV investor) will only be given if an Enforcement Event of Default has occurredoccurred and notice of an acceleration of the loans has been given by the Administrative Agent under this Agreement; (e) d. notification of any security interest over insurance policies (not being third party policies) will not be served on until the occurrence of any insurer Event of the Company’s or any Restricted Subsidiaries’ assetsDefault which is continuing; (f) e. the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material any additional representations, representations or undertakings or indemnities (such as in respect of title, ranking, insurance, protection of assets, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of the securitysecurity and are no more onerous than any equivalent representation or undertaking in this Agreement; (g) f. in respect of the any share pledges and pledges of intra-group receivablescharges, until an Enforcement Event of Default has occurredoccurred and notice of acceleration of the loans has been given by the Administrative Agent under this Agreement, the pledgors will chargors shall be permitted to retain and to exercise voting rights to any shares pledged charged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur and the pledgors will chargors shall be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries cash dividends (other than in connection with any liquidation) upstream on charged shares to the extent not prohibited permitted under this IndentureAgreement; (h) g. the Security Documents will not contain repeating representations unless these are required for the creation or perfection of the security; h. the Secured Parties/Collateral Agents will Agent should only be able to exercise a any power of attorney in any granted to them under the security document documents following the occurrence of an Enforcement Event of Default in respect of which notice of acceleration of the loans has been given by the Administrative Agent or failure to comply with respect to perfection or a further assurance obligations or perfection obligation; i. the security documents shall not operate so as to prevent any transaction otherwise permitted under this Agreement and will permit the disposal of any asset where such disposal is permitted under the Loan Documents and the release of security where such release is provided for under this Agreement; j. no security will be taken over stock, moveable plant, equipment or receivables (other than helicopters) if it would require labelling, segregation or periodic listing or specification of such stock, plant, equipment or receivables; k. the security documents will not contain separate provisions for default or penalty interest, tax, gross-up or indemnification provisions; l. the security documents will not require any Loan Party to specifically charge or pledge any shares or other investment it owns except for shares in another Loan Party, a Material Subsidiary, the EMEA JV or the Canadian JV; m. at the option of the relevant Loan Party, so long as no Event of Default is outstanding, the Collateral may exclude any aircraft with a greater of book or Fair Market Value of $7,000,000 or less, so long as the aggregate value of all aircraft owned by the Loan Parties and registered in Security Jurisdictions that following requestis not part of the Collateral does not at any time exceed $50,000,000. If an Event of Default has occurred and is continuing, and the relevant Security Documents do not operate so as to automatically include such aircraft as Collateral while such Event of Default is continuing, the relevant obligor has failed to satisfy; (i) no obligor Loan Parties shall be required to promptly upon the request of the Administrative Agent or the Collateral Agent provide surveys on real property (unless such surveys already exist in which case there shall be no requirement security over aircraft that have been excluded from the Collateral by operation of the preceding sentence; provided, that such surveys be certified to security will at the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness request of the Company relevant Loan Party be released from the Collateral upon the waiver or any cure of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence such Event of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notesDefault; and (k) information, such as lists of assets, n. no guarantee or security will be provided ifrequired from members of the Group incorporated in any jurisdiction (or pursuant to documentation governed by the laws of any jurisdiction) other than the UK, the Netherlands, Norway, Luxembourg, Canada, Australia, Sweden, the US, Barbados and only to Ireland (together, the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request“Security Jurisdictions”).

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken from any Non-U.S./U.K. Loan Party in connection with the Secured Obligations: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable andSave where it is inappropriate under applicable law, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred which is continuing and notice of acceleration such Event of the Notes Default has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof Administrative Agent (an a “Enforcement EventDeclared Default”);. (cb) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the The security documents should only operate to create security rather than to impose create new commercial or parallel obligations. Accordingly, they should representations will not contain material additional representations, be included and undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with will be strictly limited to those contained in this Indenture or are necessary for the creation or the perfection of the security;. (gc) Powers of attorney will only be exercised following a Declared Default. (d) Notification of pledges over bank accounts will be given to the bank at which such accounts are held (other than in the case of accounts held in the United States) provided that this is not inconsistent with the applicable Non-U.S./U.K. Loan Parties retaining control over and access to the balance on the accounts (it being agreed that no account control agreements (or similar agreement) will be required with respect to bank accounts). Furthermore, in respect of the Luxembourg Account Pledge Agreement, the Lux Borrower agrees to use its commercially reasonable efforts to obtain an acknowledgement of the Luxembourg Account Pledge Agreement from the bank at which the pledged account(s) is held no later than 2 (two) Business Days following the date of the execution of the Luxembourg Account Pledge Agreement. (e) Notification of receivables security to debtors will only be given if a Declared Default has occurred and is continuing. (f) in respect of the any share pledges of Capital Stock and pledges of intra-group receivables, until an Enforcement Event unless a Declared Default has occurredoccurred and is continuing, (i) the pledgors will be permitted to retain and to exercise voting rights to any shares Capital Stock pledged by them in a manner which (other than pursuant to a step or matter permitted under this Agreement) does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or security, cause an Event of Default to occuroccur or materially impair the value of the pledged Capital Stock, and (ii) the pledgors will be permitted to receive dividends on pledged shares Capital Stock and payment of intra-group receivables and retain the proceeds and/or make use the proceeds available to Holdings and its Subsidiaries to the extent for any other purpose not prohibited under the terms of the Loan Documents and (iii) Liens over pledged Capital Stock will, where possible, automatically charge further Capital Stock issued or otherwise contemplate a procedure for the extension (at the cost of the relevant Non-U.S./U.K. Loan Party) of Liens over newly issued Capital Stock; (g) The security documents will state that the proceeds of enforcement of such security documents will be applied, subject to any Intercreditor Agreement, as specified in Section 2.18(b) of this Indenture;Agreement; and (h) the Collateral Agents will only be able to exercise a power For ease of attorney in any security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following requestreference, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness definitions of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens “Secured Obligations” and “Secured Parties” set forth in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1sthis Agreement should, mortgage or deed of trust filings where relevant and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will legally possible, be provided annually incorporated into each Collateral Document (unless required with the capitalized terms used in them having the meaning given to be provided by local law more frequentlythem in this Agreement). In addition, but not more frequently than quarterly) where appropriate, defined terms in the security documents should mirror those in this Agreement and following the occurrence and during the continuance of an Event of DefaultU.S. Security Agreement, on the Collateral Agents’ reasonable requestas applicable.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken in connection with the Facilities: (a) subject to Permitted Liens and these Agreed Security Principles the security will not be first ranking and enforceable or crystallise until the perfection occurrence of security a Declared Default which is continuing (when required) and other legal formalities will be completed as soon as practicable andor, in any eventthe case of the Target Securities Account Pledge Agreement, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectionas set out therein); (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration beneficiaries of the Notes has been given by security or any Agent will only be able to exercise a power of attorney following the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)occurrence of a Declared Default which is continuing; (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, obligations or repeat clauses in other Finance Documents; accordingly: (i) they should not contain material additional representations, undertakings or indemnities (such as including in respect of insurance, information information, maintenance or protection of assets, further assurance or the payment of costsfees, costs and expenses) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of security under applicable law; and (ii) nothing in any security document shall (or be construed to) prohibit any transaction, matter or other step (or a grantor of security taking or entering into the same) or dealing in any manner whatsoever in relation to any asset (including all rights, claims, benefits, proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the security agreement if permitted by the terms of the other Finance Documents (and accordingly to such extent, the Security Agent shall promptly effect releases, confirmations, consents to deal or similar steps always at the cost of the relevant grantor of the security); (d) no security will be granted over parts, stock, moveable plant, equipment or receivables if it would require labelling, segregation or periodic listing or specification of such parts, stock, moveable plant, equipment or receivables; (e) perfection will not be required in respect of (i) vehicles and other assets subject to certificates of title or (ii) letter of credit rights and tort claims (or the local law equivalent); (f) without prejudice to the notice of pledge and acknowledgement thereof required to be delivered under the Target Securities Account Pledge Agreement, in no event shall control agreements (or perfection by control or similar arrangements) be required with respect to any assets (including deposit or securities accounts); 194 Project Meria: Senior Facilties Agreement (g) without prejudice to (x) the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), security will, where possible and practical, automatically create security over future assets of the same type as those already secured; where local law requires supplemental pledges, lists of assets or notices to be delivered in respect of the share pledges and pledges future acquired assets in order for effective security to be created over that class of intra-group receivablesasset, until an Enforcement Event has occurredsuch supplemental pledges, the pledgors lists of assets or notices will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value provided only upon request of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, Security Agent and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indentureat intervals no more frequent than annually; (h) the Collateral Agents will only be able to exercise a power of attorney in any each security document following must contain a clause which records that if there is a conflict between the occurrence security document and this Agreement or the Intercreditor Agreement then (to the fullest extent permitted by law) the provisions of an Enforcement Event this Agreement or with respect (as applicable) the Intercreditor Agreement will take priority over the provisions of the security document (and that, if requested to perfection or further assurance obligations that following requestdo so by (and at the cost of) the Company, the relevant obligor has failed Security Agent will enter into such amendments, waivers or consents as are necessary to satisfy;remove such conflict); and (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified each security document must contain a clause substantially similar to the Holders) following: Notwithstanding anything to the contrary in this Agreement but without prejudice to the creation or perfection of any security interest under this Agreement, the terms of this Agreement shall not operate or be construed so as to remove prohibit or restrict any encumbrances on title that are reflected transaction, matter or other step (or the [security grantor] taking or entering into the same or dealing in any title insurance or manner whatsoever in relation to any other existing encumbrances on real property asset (not including Liens securing Indebtedness of all rights, claims, benefits, proceeds and documentation, and contractual counterparties in relation thereto)) permitted by the Company or any of its Restricted Subsidiaries); [Debt Documents] (j) no obligor shall be required to protect any Liens as defined in the United States prior to the occurrence of an Enforcement Event by means Intercreditor Agreement) (other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided ifthis Agreement), and only the Security Agent shall promptly enter into such documentation and/or take such other action in relation to the extent, this Agreement as is required by local law the [security grantor] (acting reasonably) in order to be provided facilitate any such transaction, matter or other step, including by way of executing any confirmation, consent to protect dealing, release or createother similar or equivalent document, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable requestreturning any physical collateral.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of the Transaction Security: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking security over such present and future assets of the perfection of security (when required) and other legal formalities will Group as are agreed to be completed as soon as practicable andmaterial in accordance with the Security Principles, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectionpossible; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)a Declared Default; (c) prior representations and undertakings shall only be included in each security document to confirm any registration or perfection of the security and, to the Maturity Dateextent not provided elsewhere in the Finance Documents, notification of any Liens over bank accounts will due authorisation, validity and enforceability unless otherwise expressly required by local law and shall otherwise be given (subject to legal advice) to no more onerous than the banks with whom the accounts are maintained only if an Enforcement Event has occurredService Facilities Agreement; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents will only be able to exercise a power of attorney in any security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage a Declared Default provisions of each Transaction Security Document will not be unduly burdensome on the Guarantor or deed interfere unreasonably with the operation of trust filings its business and patent will be limited to those required to create or maintain effective security and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; andnot impose commercial obligations; (ke) information, such as lists of assets, will be provided if, and only to the extent, provided: (i) if required by local law to be provided to protect or create, perfect or register the security andto that extent every three months; (ii) if customarily made available for security of that type in a jurisdiction no more frequently than every six months (or, to the extent so required will be provided annually (unless if specifically required to be provided by local law more frequently, but not more frequently than quarterlyby law, as frequently as required by law) ; or (iii) following an Event of Default which is outstanding, on the Security Agent's reasonable request; (f) the Lenders and Hedge Counterparties shall only be able to exercise a power of attorney following the occurrence of a Declared Default or if the relevant Guarantor has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure and during being requested to comply; (g) security, will where possible and practical, automatically create security over future assets of the continuance same type as those already secured; and (h) in the Transaction Security Documents there will be no repetition or extension of an Event clauses set out in this Agreement (or the Intercreditor Agreement) such as those relating to notices, cost and expenses, indemnities, tax gross up, distribution of Default, on the Collateral Agents’ reasonable requestproceeds and release of security unless required by applicable local law.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken in connection with the Notes issued under this Indenture: (a) subject to Permitted Liens and these Agreed Security Principles the security will not be first ranking and enforceable until the perfection occurrence of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period a Declared Default which is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectioncontinuing; (b) the security Secured Parties (or any agent or similar representative appointed by them at the relevant time) will not only be enforceable until an Event able to exercise a power of Default has occurred and notice of acceleration attorney or set-off granted to them under the terms of the Notes has been given by Documents (i) following the Trustee occurrence of a Declared Default which is continuing or (ii) where Holdings or the Notes have otherwise become due relevant Subsidiary granting the security has failed to comply with a perfection or further assurance obligation and payable prior to the scheduled maturity thereof (an “Enforcement Event”)any applicable grace period thereto has expired; (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents applicable Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, obligations or repeat clauses in other Notes Documents; accordingly (i) they should not contain material additional representations, undertakings or indemnities (such as including, without limitation, in respect of insurance, information information, maintenance or protection of assets or the payment of costsfees, costs and expenses) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation creation, perfection or perfection extension of security in accordance with local law; and (ii) nothing in any Security Document shall (or be construed to) prohibit any transaction, matter or other step (or a grantor of security taking or entering into the same or dealing in any manner whatsoever in relation to any asset (including all rights, claims, benefits, proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the Security Document if not prohibited by the terms of the other Notes Documents (and accordingly to such extent, the Notes Collateral Agent shall promptly effect releases, confirmations, consents to deal or similar steps always at the cost of the relevant grantor of the security); (d) no security will be granted over parts, stock, moveable plant, equipment or receivables if it would require labelling, segregation or periodic listing or specification of such parts, stock, moveable plant, equipment or receivables; (e) perfection will not be required in respect of (i) vehicles and other assets subject to certificates of title or (ii) letter of credit rights and tort claims (or the local law equivalent); (f) in no event shall control agreements (or perfection by control or similar arrangements) be required with respect to any assets (including deposit or securities accounts) (unless the Notes Documents expressly provide for any specific account (by reference to its purpose) to be subject to specific restrictions on use); (g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured; where local law requires supplemental pledges or notices to be delivered in respect of the share future acquired assets in order for effective and enforceable security to be created or perfected over that class of asset, such supplemental pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors or notices will be permitted to retain and to exercise voting rights to any shares pledged by them provided only if provided under the Term Loan Credit Facility, if then in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occureffect, and if the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries Term Loan Credit Facility is not then in effect, to the extent not prohibited under this Indenture;required by local law or consistent with past practice, as determined by Holdings acting in good faith, and at intervals no more frequent than annually or at other intervals agreed between Holdings and the Term Loan Collateral Agent; and (h) each applicable Security Document must contain a clause which records that if there is a conflict between the Collateral Agents will only be able to exercise a power of attorney in any security document following Security Document and the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; Intercreditor Agreements then (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holdersfullest extent permitted by law) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness the provisions of the Company or any Intercreditor Agreements will take priority over the provisions of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable requestSecurity Document.

Terms of Security Documents. The following principles will be reflected in the terms of any security document Security Document to be executed and delivereddelivered as part of the Transactions: (a) subject to Permitted Liens permitted liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Credit Documents or, if earlier or to the extent no such time period is specified in the Note Credit Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes Loans has been given by the Trustee applicable Administrative Agent or the Notes Loans have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsassets (other than in respect of any insurance policy maintained by the Company or any of its Restricted Subsidiaries which is due to expire on or before December 31, 2006); (f) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture Agreement or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this IndentureAgreement; (h) the Collateral Agents Secured Parties will only be able to exercise a power of attorney in any security document Security Document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the HoldersLenders) or to remove any encumbrances on title (not created in contemplation of the Transactions) that are reflected in any title insurance or any other existing encumbrances on real property (not created in contemplation of the Transactions) (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ applicable Administrative Agent’s reasonable request. Xxxxxxx Xxxxx Capital Corporation € 73,333,333.33 Xxxxxx Xxxxxxx Senior Funding, Inc. € 73,333,333.33 Deutsche Bank AG, London Branch € 73,333,333.33 Bank of America, N.A. € 40,000,000 ABN AMRO Bank N.V. € 40,000,000 Mizuho Corporate Bank Limited € 40,000,000 HSBC Bank plc € 80,000,000 BNP Paribas, Amsterdam Branch € 40,000,000 Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. € 40,000,000 To: Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent Ladies and Gentlemen: Reference is made to the Secured Revolving Credit Agreement dated as of September 29, 2006 (the “Credit Agreement”), among KASLION ACQUISITION B.V., NXP B.V. (the “Company”), NXP FUNDING LLC, the lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”). XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent and Global Collateral Agent, XXXXXX XXXXXXX BANK INTERNATIONAL LIMITED, DEUTSCHE BANK AG, LONDON BRANCH and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners, DEUTSCHE BANK AG, LONDON BRANCH, as Syndication Agent and XXXXXXX XXXXX CAPITAL CORPORATION, as Documentation Agent. All capitalized terms used but not defined herein shall have the meanings given in the Credit Agreement. This is a Compliance Certificate for the purposes of the Credit Agreement. The undersigned hereby certifies as of the date hereof that he/she is the [Title](1) of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 9.01(a) of the Credit Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of [ ] required by and in conformance with such section. [Use following paragraph 1 for fiscal quarter-end financial statements] 2. Except as otherwise permitted by the Credit Agreement, attached hereto as Schedule 1 are the unaudited financial statements required by Section 9.01(b) of the Credit Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present, in all material respects, the financial condition, results of operations shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. (1) Must be the chief executive officer, chief financial officer, treasurer or controller of the Company. 3. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company and its Subsidiaries during the accounting period covered by the attached financial statements.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and delivered: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any Document creating a security interest over insurance policies (or other Lien) granted as part of this transaction. 7.1 Security interests (or other Liens) in Primary Collateral shall be granted as first priority security interests (or other Liens). 7.2 Such documents will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should will not contain material any additional representations, representations or undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are required for the same creation or perfection of the security (as and to the extent that such creation or consistent with those contained perfection is required pursuant to the terms this Agreement or the Credit Agreement) of and are no more onerous than any equivalent representation or undertaking in this Indenture Agreement or the Credit Agreement. 7.3 Such documents will not contain repeating representations unless these are required for the creation or perfection of the security. 7.4 Such document will secure the obligations of the member of the ABL Group executing such document and will not be enforceable unless an Event of Default shall have occurred and be continuing. 7.5 Any provision for a member of the ABL Group to obtain an acknowledgement or other document shall require only that such member use its reasonable efforts to obtain such acknowledgement or other document, unless such acknowledgement or other document would be necessary for the creation or perfection of the security;security interest (or other Lien) under the governing law of such Security Document. (g) in respect of 7.6 The Collateral Agent and/or the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents Administrative Agent will only be able to exercise a any power of attorney granted to it under or in any security document connection with such documents following the occurrence of an Enforcement Event of Default which is continuing. 7.7 No such document shall operate so as to prevent any transaction otherwise permitted under this Agreement and the Credit Agreement or with respect to perfection require additional consents or further assurance obligations that following requestauthorizations. Each such document will permit the disposal of any asset where such disposal is permitted under this Agreement and the Credit Agreement, and the relevant obligor has failed to satisfy;release of security where such release is provided for under this Agreement or the Credit Agreement. (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified 7.8 No document will contain separate provisions for default or penalty interest, tax, gross-up or indemnification provisions. 7.9 Without prejudice to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness rights of the Company Lenders at law, any rights of set off will not be exercisable unless an Event of Default shall have occurred and be continuing. 7.10 It is further acknowledged that pursuant to each Security Document (or, if applicable, this Agreement) the Collateral Agent shall not require that any costs, fees, taxes or other amounts payable in connection with any re-taking, re-notarization, perfection, presentation, novation or re-registration of its Restricted Subsidiaries);any security in connection with an assignment or transfer by any Lender be for the account of any member of the CHC Group. (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information7.11 Information, such as lists of assets, will be provided if, if and only to the extent, extent (a) required by local law to be provided to protect or create, enforce, perfect or register the security and(and in the case of perfection or registration, only to the extent that the same is required pursuant to the terms of a Security Document) or (b) necessary to enforce the security; provided that such information need not be provided by any member of the CHC Group pursuant to this paragraph more frequently than annually unless an Event of Default has occurred and is continuing, and in each case provided that information can be provided without breaching confidentiality requirements or damaging business relationships. 7.12 Each Security Document shall contain a release clause automatically releasing, reassigning and cancelling the security constituted thereby, to the extent so required will be provided annually (unless required to be provided by local law more frequentlythat such automatic release is possible under the laws governing such Security Document, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on shall otherwise require the Collateral Agents’ reasonable requestAgent to release or subordinate such security, all in accordance with Subsection 9.16 of this Agreement.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken in connection with the Notes: (a) subject to Permitted Liens and these Agreed Security Principles the security will not be first ranking enforceable or crystalize until, the occurrence of an Event of Default in respect of which a notice of acceleration has been given and the perfection of security not withdrawn (when requireda “Declared Default”) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier with respect to any individual Guarantor, the commencement of a bankruptcy (or equivalent proceeding) with respect to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectionGuarantor; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration beneficiaries of the Notes has been given security or any agent or similar representative appointed by them at the Trustee or relevant time will only be able to exercise a power of attorney following the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)occurrence of a Declared Default; (c) prior to the Maturity Date, notification unless required by applicable law in respect of any Liens over bank accounts will pledge of equity interests of a Mexican issuer of such equity interests (but solely during the continuance of an Event of Default), no power of attorney to exercise voting rights shall be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurredgranted through a notarized or similar instrument; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, obligations or a repeat of clauses in other Notes Documents; accordingly (i) they should not contain material additional representations, undertakings undertakings, expense sections or indemnities (such as including, without limitation, in respect of insurance, information information, maintenance or protection of assets or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of security and (ii) nothing in any Security Document shall (or be construed to) prohibit any transaction, matter or other step (or a grantor taking or entering the securitysame or dealing in any manner whatsoever in relation to any asset (including all rights, claims benefits, proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the Security Document) if not prohibited by the terms of the Indenture (and accordingly to such extent and if effective under applicable law, any such transaction permitted by the Indenture pursuant to which a Guarantor or Collateral is sold or transferred out of the Issuers and the Guarantors (or otherwise becomes an Excluded Asset or Excluded Subsidiary) shall automatically release such Guarantor or Collateral from the applicable guaranty and security and the applicable agents shall promptly effect releases, confirmations, consents to deal or similar steps always at the cost of the relevant grantor); (e) the Security Documents shall not include a limitation in respect of the storage and disposition of raw materials, spare parts, inventories or ordinary course assets, unless and until a Declared Default has occurred; (f) no security will be granted over parts, stock, moveable plant, equipment or receivables if it would require labelling, deposit at specific facilities, segregation or period listing or specification of such parts, stock moveable plant, equipment or receivables; (g) in no event shall control agreements or similar arrangements be required with respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security assets (taken as a whole) including deposit or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenturesecurities accounts); (h) security will, where possible and practical, automatically create security over future assets of the same type as those already secured. Where local law requires supplemental pledges or notices to be delivered in respect of future acquired assets in order for effective security to be created over that class of asset, such supplemental pledges or notices will be provided only upon request of the Applicable Collateral Agents will only be able to exercise a power of attorney in any security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy;Agent and at intervals no more frequent than annually; and (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequentlylegally practicable, but not more frequently than quarterlyin all cases subject to clause (d) above, each Security Document should contain a clause which records that if there is a conflict between the Security Document and following this Indenture or with the occurrence and during Initial Intercreditor Agreements then (to the continuance extent permitted by law) the provisions of an Event this Indenture or (as applicable) the Initial Intercreditor Agreements will take priority over the provisions of Default, on the Collateral Agents’ reasonable requestSecurity Document.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of the Transaction: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable enforced until an Event of Default has occurred and notice of acceleration such Event of the Notes Default has been given by the Trustee Applicable Administrative Agent to Holdings; (b) subject to Section 3(a) above, notification of pledges over bank accounts or the Notes have otherwise become due and payable prior securities accounts will be promptly given to the scheduled maturity thereof bank holding the account (an “Enforcement Event”except Excluded Accounts); provided that, in the case of any account situated in United States or Canada, the relevant Loan Parties shall obtain (unless otherwise agreed by the Applicable Administrative Agent) from each bank or securities intermediary, as the case may be, holding any such account a Control Agreement with respect to the accounts held by such bank or securities intermediary, as the case may be, or enter into other arrangements satisfactory to the Applicable Administrative Agent to ensure that the Applicable Administrative Agent has a perfected security interest in such account; (c) prior to the Maturity Date, notification of any Liens over bank accounts receivables security by the Applicable Administrative Agent to debtors who are not Loan Parties will only be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event of Default has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will promptly be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsassets of the Loan Parties; (fe) any security document entered into after the security documents Closing Date should only operate to create (or perfect) security rather than to impose new commercial obligationsobligations that are not substantially consistent with the Loan Documents entered into on the Closing Date. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with broader than those contained in this Indenture or are necessary the Loan Documents entered into on the Closing Date unless required for the creation creation, perfection or perfection effective enforcement of security or unless they are in respect of Collateral or unless it is generally accepted that any such additional representations, undertakings or indemnities are required or advisable in the relevant jurisdiction (taking into account market practice in respect of the securitygiving of guarantees and security for financial obligations in the relevant jurisdiction); (gf) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event of Default has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur or otherwise be inconsistent with the Loan Documents and the pledgors will be permitted to receive cash dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent for purposes not prohibited under this Indenturethe Loan Documents; (hg) the Collateral Agents will Applicable Administrative Agent or other secured parties shall only be able to exercise a any power of attorney in any granted to them by the Loan Parties under the terms of the 1. 01C-3 (h) where a Loan Party pledges bank accounts, the security document following will (subject to such exceptions as shall be agreed upon by Holdings and the occurrence Administrative Agent) be governed by the law of an Enforcement Event or with respect to perfection or further assurance obligations the country of incorporation of the bank that following request, maintains such bank accounts and not by the relevant obligor has failed to satisfy;law of the country of the pledgor; and (i) no obligor in the event that a Loan Party owns shares in a company security shall (subject to such exceptions as shall be required to provide surveys on real property (unless agreed upon by Holdings and the Administrative Agent) be created and perfected over such surveys already exist shares in which case there shall be no requirement that such surveys be certified to accordance with the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness law of the Company or any jurisdiction of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notescompany whose shares are being pledged; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, that to the extent so that such Loan Party is also a party to a security agreement covering substantially all assets of such Loan Party, such shares shall also be covered by, and not excluded from, such “all assets” security agreement. 1. 01C-4 2.01 1 1. U.S. Obligations Guaranty 2. Foreign Obligations Guaranty 3. U.S. Security Agreement 4. U.S. Pledge Agreement 5. Canadian Pledge Agreement, entered into by SpinCo in favor of the Administrative Agent, and/or any other Canadian Pledge Agreement as required pursuant to clause (f) of the definition of “Collateral and Guaranty Requirement” with respect to SpinCo and each Subsidiary thereof that is a U.S. Loan Party or Other Pledgor as of the SpinCo Closing Date. 6. Trademark Security Agreement, in substantially the form of Annex A to the U.S. Security Agreement 7. Patent Security Agreement, in substantially the form of Annex B to the U.S. Security Agreement 8. Copyright Security Agreement, in substantially the form of Annex C to the U.S. Security Agreement As of the Effective Date, none. 4.01 (a)(ii)-1 1. None 4.01 (a)(v)-1 1. SpinCo has been established as a direct, wholly-owned subsidiary of Xxxx. 2. Xxxx and its Affiliates will engage in certain restructuring transactions that will result in the Contribution. 3. SpinCo will borrow $190,000,000 pursuant to the Term A Facility. 4. SpinCo will transfer to Xxxx either (a) the Cash Dividend or (b) a combination of (i) $190,000,000 in cash proceeds from the incurrence of the Term A-2 Loans and (ii) $270,000,000 in aggregate principal amount of unsecured senior loans, with the terms set forth in the Second Amended and Restated Commitment Letter, dated as of January 13, 2012, from Barclays Bank PLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Bank of Montreal, SunTrust Bank and SunTrust Xxxxxxxx Xxxxxxxx, Inc. to Xxxx. 5. Xxxx will distribute the stock of SpinCo to Xxxx’x stockholders pursuant to the Separation Agreement. 6. Pursuant to the Merger Agreement, Merger Sub will merge with and into SpinCo, with SpinCo surviving as a wholly-owned subsidiary of Holdings. 7. Immediately upon the effectiveness of the Merger (i) the guarantee of the Facilities (other than the portion thereof represented by the $190,000,000 principal amount of the Term A-2 Loans incurred by SpinCo) by SpinCo and certain Subsidiaries of SpinCo (and all grants of security interests and Liens to secure such guarantees) will become effective and (ii) the guarantee by Holdings and certain Subsidiaries of Holdings (other than SpinCo and its Subsidiaries, which guarantee shall be provided annually effective immediately upon the making of the Term A-2 Loans) of the Obligations of SpinCo under the Term A Facility (unless required and all such grants of security interests and Liens to be provided secure such guarantees) will become effective. 4.01 (c)(ii)-1 1. U.S. Obligations Guaranty 2. Foreign Obligations Guaranty 3. U.S. Security Agreement 4. Canadian Security Agreement entered into by local law more frequentlyACCO Canadian Subsidiary in favor of the Administrative Agent 5. Canadian Security Agreement entered into by CANCO Consumer & Office Products Holdings Co., but not more frequently than quarterlya Nova Scotia unlimited company, in favor of the Administrative Agent 6. Canadian Security Agreement entered into by MWV Canada Holdings Co., a Nova Scotia unlimited company, in favor of the Administrative Agent 7. Canadian Security Agreement entered into by MWV Canada Corp., a Nova Scotia unlimited company, in favor of the Administrative Agent 8. Canadian Security Agreement entered into by MWV Consumer & Office Products Co., a Nova Scotia unlimited company, in favor of the Administrative Agent 9. Canadian Security Agreement entered into by MeadWestvaco Canada LP, an Ontario limited partnership, in favor of the Administrative Agent 10. Canadian Security Agreement entered into by each other Canadian Loan Party in favor of the Administrative Agent 11. U.S. Pledge Agreement 12. U.K. Pledge Agreement 13. Japanese Pledge Agreement (All Obligations) 14. Japanese Pledge Agreement (Foreign Obligations) 15. Mexican Pledge Agreement (All Obligations) 16. Mexican Pledge Agreement (Foreign Obligations) 17. Swedish Pledge Agreement 18. U.S. Mortgages with respect to: (a) and following the occurrence and during the continuance of an Event of Default000 Xxxxxxx Xxxxxx, on the Collateral Agents’ reasonable request.Xxxxxxxxxx, Xxxxxxxxxxx (b) 000 XXXX Xxx, Xxxxxxxxxx, Xxx Xxxx (c) 000 X’Xxxx Xxxx, Xxxxxx, New York (d) 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx

Terms of Security Documents. The following principles will be reflected in the terms of any security document Security Document to be executed and delivereddelivered as part of the Transactions: (a) the terms of each Security Document shall be in substantially the same form as such corresponding security document was provided under or in connection with the Original Revolving Credit Facility Agreement; (b) subject to Permitted Liens permitted liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Credit Documents or, if earlier or to the extent no such time period is specified in the Note Credit Documents, within the time periods specified by applicable law in order to ensure due perfection; (bc) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes Loans has been given by the Trustee applicable Administrative Agent or the Notes Loans have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (cd) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (de) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (ef) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsassets (other than in respect of any insurance policy maintained by the Company or any of its Restricted Subsidiaries which is due to expire on or before December 31, 2010); (fg) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture Agreement or are necessary for the creation or perfection of the security; (gh) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this IndentureAgreement; (hi) the Collateral Agents Secured Parties will only be able to exercise a power of attorney in any security document Security Document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (ij) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the HoldersLenders) or to remove any encumbrances on title (not created in contemplation of the Transactions) that are reflected in any title insurance or any other existing encumbrances on real property (not created in contemplation of the Transactions) (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (jk) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (kl) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ applicable Administrative Agent’s reasonable request.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredLien granted by any Foreign Obligor as part of the transaction contemplated by the Agreement: (a) subject to Permitted Liens and these Agreed Security Principles the security Lien will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable andsubject to Permitted Liens), in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectionpossible; (b) the security Lien will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)is continuing; (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents Administrative Agent will only be able to exercise a power of attorney in any security document following the occurrence of and during the continuance of an Enforcement Event of Default or with respect to perfection or further assurance obligations that following request, if the relevant obligor Foreign Obligor has failed to satisfy; comply with a further assurance or perfection obligation (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove and any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiariesgrace period applicable thereto has expired); (jd) the provisions of each Collateral Document will not be unduly burdensome on the Foreign Obligor or interfere unreasonably with the operation of its business, will be limited to those required by local law to create or maintain effective and perfected Liens and will not impose commercial obligations; (e) in the Collateral Documents there will be no obligor repetition or extension of clauses set out in the Agreement such as those relating to notices, cost and expenses, indemnities, tax gross-up, distribution of proceeds and (unless required by local law) release of Liens; representations and undertakings shall be required to protect any Liens included in the United States prior Collateral Documents only to the occurrence of an Enforcement Event extent required by means other than local law in order to create, perfect or maintain the Liens expressed to be created thereby or if such representations and undertakings are customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; andaccordance with local market practice; (kf) information, such as lists of assetsassets (including receivables) and site maps in respect of the location of fixed assets subject to Liens, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security Liens and, to the extent so required will when required, shall be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterlyunder local law) and following the occurrence and during the continuance of or, whilst an Event of DefaultDefault is continuing, on the Administrative Agent’s request; and (g) the Collateral Agents’ reasonable requestDocuments will, where possible and practical, automatically create Liens over future assets of the same type as those already secured, and where local law requires supplemental pledges or additional Collateral Documents to be delivered in respect of future acquired assets in order for effective Liens to be created over that class of asset, such supplemental pledges or Collateral Documents shall be provided at intervals no more frequent than annually (unless required more frequently under local law).

Terms of Security Documents. The Unless otherwise agreed by the Initial Charging Company and the Interim Security Agent, the following principles will be reflected in the terms of any security document to be executed and deliveredtaken in connection with the Interim Facilities: (a) subject to Permitted Liens and these Agreed Security Principles the security will only be first ranking enforceable if an Enforcement Event has occurred and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectioncontinuing; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification of any Liens security over bank accounts will be given (subject to legal advice) to the banks bank holding the account (other than in the case of accounts held in the United States) where required for perfection of security provided that this is not inconsistent with whom the Holdco and/or the Group retaining control over and access to the balances on the accounts are maintained only if (it being agreed that no account control agreements (or similar) will be required with respect to bank accounts (or securities or commodities accounts) held in the United States); for the avoidance of doubt there will be no "fixed" security over bank accounts, cash or receivables or any obligation to hold or pay cash and receivables in particular accounts and until an Enforcement Event has occurredoccurred Holdco and/or the Group shall have complete discretion to move and deal with cash and receivables provided that in doing so it does not otherwise breach the terms of the Interim Facilities Agreement; (dc) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurredoccurred and is continuing; (ed) notification of any security interest over insurance policies will only be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsGroup assets if an Enforcement Event has occurred and is continuing; (fe) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, ; accordingly (i) they should not contain material additional representations, undertakings or indemnities (such as including, without limitation in respect of insurance, information information, maintenance or protection of assets or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or the Interim Facilities Agreement and are necessary required for the creation or perfection of the securitysecurity and (ii) they should not operate so as to prevent any transaction not otherwise prohibited under the Interim Facilities Agreement; (gf) in respect of the share pledges and pledges of intra-group receivables, until unless an Enforcement Event has occurredoccurred and is continuing, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which (other than pursuant to a step or matter which does not materially otherwise breach the terms of the Interim Facilities Agreement) does not adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of a Major Default to occur, occur and the pledgors will be permitted to receive dividends and other payments on or in respect of pledged shares and payment of intra-group receivables and retain the proceeds and/or make use the proceeds available to Holdings and its Subsidiaries to the extent for any other purpose not prohibited under this Indenturethe terms of the Interim Documents; (hg) the Collateral Agents will only Interim Finance Parties should not be able to exercise a any power of attorney in any security document following granted to them under the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness terms of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States Interim Documents prior to the occurrence of an Enforcement Event which is continuing; (h) neither Holdco nor the Initial Charging Company shall be required to perfect the security granted under any US law governed Security Document by any means other than customary by (i) filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only pursuant to the extent, required by local law to be provided to protect or create, perfect or register Uniform Commercial Code of the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.relevant state(s),

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of the Transaction: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration such Event of Default and of intention to take enforcement action pursuant to the Notes Finance Documents has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)Facility Agent; (cb) prior to the Maturity Date, notification of any Liens pledges over bank accounts will be given (subject to legal advice) to the banks bank holding the account provided that this is not inconsistent with whom the accounts are maintained only if an Enforcement Event has occurredGroup retaining control over and access to the balances the accounts; (dc) notification of receivables security to debtors who are not members of the Company or its Subsidiaries Group will only be given if an Enforcement Event of Default has occurredoccurred and notice of such Event of Default and of intention to take enforcement action pursuant to the provisions of the Finance Documents has been given by the Facility Agent; (ed) notification of any security interest over insurance policies will be served on any insurer of the Group assets (other than in respect of any run-off insurance policy maintained by any Holding Company of the Company’s or any Restricted Subsidiaries’ assets); (fe) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture Agreement or are necessary required for the creation or perfection of the security; (gf) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event of Default has occurredoccurred and notice of acceleration of the Loans or other Utilisations has been given, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent for purposes not prohibited under this Indenture;the Finance Documents; and (hg) the Collateral Agents will Finance Parties should only be able to exercise a any power of attorney granted to them under the terms of the Finance Documents following an Event of Default in any security document following respect of which notice of enforcement has been given by the occurrence of an Enforcement Event Facility Agent or failure to comply with a further assurance or perfection obligation with respect to perfection or further assurance obligations that following requestthe security. Senior Facilities Agreement dated [·] To: Deutsche Bank AG, London Branch as Facility Agent under the relevant obligor has failed Facilities Agreement. We refer to satisfy; a senior facilities agreement dated [·] 2005 made between, amongst others, Toys “R” Us (iUK) no obligor Limited as Original Borrower and Original Guarantor, Deutsche Bank AG, London Branch, Barclays Capital (the investment banking division of Barclays Bank PLC) and The Royal Bank of Scotland plc as Mandated Lead Arrangers and Bookrunners, Banc of America Securities Limited as Arranger, Deutsche Bank AG, London Branch as Facility Agent and as Security Agent and the banks and other institutions named therein as Lenders (the “Senior Facilities Agreement”). Terms defined in the Senior Facilities Agreement shall be required to provide surveys on real property (unless such surveys already exist have the same meanings in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness this Certificate. I [·] being a Director of the Company or any Obligor HEREBY CERTIFY (without personal liability) on behalf of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings Obligor and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such not individually as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.follows:

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of this transaction: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event Acceleration Date has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (fb) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material any additional representations, representations or undertakings or indemnities (such as in respect of title, insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary covenants required for the creation or perfection of the securitysecurity and are no more onerous than any equivalent representation or undertaking in this Agreement; (gc) in respect of the share pledges and pledges of intra-group receivablespledge, until an Enforcement Event the Acceleration Date has occurred, the pledgors will shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will should be permitted to receive pay dividends upstream on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited permitted under this Indenture;Agreement; and (hd) the Collateral Agents will Finance Parties should only be able to exercise a any power of attorney in any granted to them under the security document following documents after the occurrence of Acceleration Date has occurred or after failure by an Enforcement Event or Obligor to comply with respect to perfection or a further assurance obligations that following request, or perfection obligation. To: [Transferring Lender] Re: €2,275,000,000 Bridge Facility Agreement dated 30 November 2005 (the relevant obligor has failed to satisfy; (i“Agreement”) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to Amount: Agent: Dear Sirs We are considering [acquiring]/[arranging the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens acquisition of] an interest in the United States prior Agreement (the “Acquisition”). In consideration of you agreeing to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) make available to us certain information, such by our signature of this letter we agree as lists follows (acknowledged and agreed by you by your signature of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance a copy of an Event of Default, on the Collateral Agents’ reasonable request.this letter):

Terms of Security Documents. 2.1 The following principles will be reflected in the terms of any security document to be executed and deliveredSecurity taken: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)Agent under this Agreement; (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (fb) the security documents Security Documents should only operate to create security Security rather than to impose new commercial obligations. Accordingly; accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurancewarranties, information or the payment of costs) undertaking and indemnities, unless these are (i) required to be included in any Security Document for the validity and enforceability of the Security Documents or (ii) are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the securityAgreement; (gc) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event of Default has occurredoccurred and notice of acceleration has been given by the Agent under this Agreement, the pledgors will of shares in Obligors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security Security or cause an Event of Default to occur, occur and the pledgors will Obligors shall be permitted to receive pay dividends on pledged shares to the pledgors and payment of intra-group receivables and the pledgors shall be entitled to retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries such dividends to the extent not prohibited permitted under this IndentureAgreement; (d) any accounts receivable which, if charged, such charge would be prohibited by anti-assignment provisions of contracts or applicable law or would breach the terms of any contract relating to such accounts receivable or would be a default or event of default under the relevant contract or entitle the counterparty to the relevant contract a right to terminate the relevant contract will be excluded from any relevant Security Document; provided that the consent of that counterparty has been sought; (e) notification to debtors of Security over accounts receivable will only be given if an Event of Default has occurred and notice of an acceleration has been given by the Agent under this Agreement; (f) security over any loan or note intercompany receivables will be perfected upon execution of the Security Document either by virtue of notification to debtors or by acknowledgement in writing by such debtor (as may be required by local law to perfect such Security) subject to no adverse tax consequences; (g) the Finance Parties should only be able to exercise any power of attorney granted to them under the Security Documents following the occurrence of an Event of Default in respect of which notice of acceleration has been given by the Agent under this Agreement or material failure to comply with a written request to fulfil a further assurance or perfection obligation; (h) the Collateral Agents will only be able Security Documents shall not operate so as to exercise a power of attorney in any security document following the occurrence of an Enforcement Event prevent transactions which are permitted under this Agreement or with respect to perfection require additional consents or further assurance obligations that following request, the relevant obligor has failed to satisfyauthorisations; (i) no obligor shall unless the restriction is required by law, the constitutional documents of the Obligors whose shares have been pledged will be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or amended to remove any encumbrances restriction on title that are reflected in any title insurance the transfer or any other existing encumbrances on real property (not including Liens securing Indebtedness the registration of the Company transfer of the shares on enforcement of the Security granted over them. If the pledging of shares of an Obligor under the Agreed Security Principles requires the prior consent of any gaming or any of licensing authority, the Parent shall use its Restricted Subsidiaries);commercial reasonable efforts to obtain such consent in a reasonable time frame; and (j) in furtherance of Clause 19.11 (Limitations on US Guarantees), (i) no obligor shall be required member of the Group that is a CFC will have any obligation or liability, directly or indirectly, to protect grant Security with respect to any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notesUS Obligation; and (kii) informationnot more than sixty-five per cent. (65%) of the stock or other equity interests (measured by the total combined voting power of the issued and outstanding voting stock or other equity interests) of, such as lists and none of assetsthe assets or property of, a person that is a CFC will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable requestpledged directly or indirectly as security for any US Obligations.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of this transaction: (a) subject to Permitted Liens and these Agreed Security Principles the security for the Facilities will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable andranking, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified possible, unless otherwise agreed in the Note Finance Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration such Event of the Notes Default and of intention to enforce has been given by a Facility Agent under the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)applicable Finance Document; (c) prior to the Maturity Date, notification of any Liens pledges over bank accounts will be given (subject to legal advice) to the banks bank holding the account; provided that this is not inconsistent with whom the accounts are maintained only if an Enforcement Event has occurredGroup retaining control over the balance and operation of the account prior to the pledge becoming enforceable; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event of Default has occurredoccurred and notice of such Event of Default and of intention to enforce has been given by a Facility Agent under the applicable Finance Document other than where such notification is necessary to create a security interest over the relevant receivables; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsGroup assets (unless otherwise agreed by the Facility Agent); (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, representation or undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture the Facility Agreement or are necessary required for the creation or perfection of the security; (g) in respect of the share pledges pledges, the customary limitations on the exercise of voting rights to the extent these purport to protect the validity and pledges enforceability of intra-group receivablesthe security over shares shall apply. In addition, until an Enforcement Event of Default has occurredoccurred and notice of acceleration has been given, the pledgors will pledgor should be permitted to retain and to exercise (directly or indirectly) voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur and the pledgors will should be permitted to receive pay dividends upstream on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited permitted under this Indenturethe Finance Documents with the proceeds to be available to the Company and its subsidiaries; (h) the Collateral Agents will Security Agent should only be able to exercise a any power of attorney in any granted to it under the security document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; documents (i) no obligor shall be required to provide surveys on real property following an Event of Default which is continuing unremedied and unwaived and in respect of which notice of enforcement has been given by a Facility Agent; or (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holdersii) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event of Default, a failure to remedy within the agreed grace period a breach of a further assurance or perfection obligation or any other covenant by means the relevant Obligor or Charging Party in the relevant security document after notice of such breach has been given to the relevant Obligor or Charging Party; (i) the security shall be held on trust by the Security Agent for the benefit of the Lenders and other than customary filings (including UCC-1sadministrative agents under the Finance Documents, mortgage except for security granted in jurisdictions where a trust is not recognized or deed feasible in relation to certain types of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed security in blank) which case appropriate provision shall be made in the relevant security documents and any intercompany promissory notesother relevant Finance Document, as necessary under local law, to ensure validity and enforceability of the security in such jurisdictions; and (kj) informationthe security documents should not operate so as to prevent any transactions which are permitted under the Finance Documents, including without limitation, any disposals of assets where such disposal is permitted under the Finance Documents. To: [UBS AG, Singapore Branch] as lists of assetsFacility Agent From: Viasystems, will be provided if, and only Inc. Date: [ ] 1. We refer to the extentAgreement. This is a Compliance Certificate. 2. Terms used but not otherwise defined in this Compliance Certificate have the meaning given to such terms in the Agreement. 3. We confirm that as at [relevant testing date]: (a) Net Debt Leverage Ratio was [ ] to 1; (b) Consolidated EBITDA was [ ] and Consolidated Total Net Interest Payable was [ ]; therefore, required by local law the ratio of Consolidated EBITDA to Consolidated Total Net Interest Payable was [ ] to 1; (c) the level of Capital Expenditure was [ ];1 (d) the level of Excess Cashflow was [ ].]2 4. We set out below calculations establishing the figures in paragraph 3 above: [ ]. 5. We confirm that the following companies were Material Subsidiaries at [relevant testing date]: [ ]. 6. [We confirm that as at [relevant testing date] the aggregate contribution of the Guarantors to the consolidated gross assets and consolidated EBITDA of the Viasystems International Group was equal to: (a) [ ] per cent. of the consolidated gross assets of the Viasystems International Group; and (b) [ ] per cent. of the consolidated EBITDA of the Viasystems International Group.] 7. [We confirm that as at [relevant testing date] the Base Currency Equivalent of the aggregate amount of Net Proceeds from Recovery Events during the annual Accounting Period of the Company ending [ ] was [ ].] 8. We confirm that no Default is outstanding as at [relevant testing date] or, if it is, the details of the Default and the remedial action proposed or being taken are as follows: VIASYSTEMS, INC. By: _______________________ 1If the Compliance Certificate at the end of the annual Accounting Period. 2If the Compliance Certificate at the end of the annual Accounting Period. To: [UBS AG, Singapore Branch] as Facility Agent From: Viasystems, Inc. Date: [ ] 1. We refer to the Agreement. This is a Margin Certificate. 2. Terms used but not otherwise defined in this Margin Certificate have the meaning given to such terms in the Agreement. 3. We confirm that as at [relevant testing date] Consolidated Total Net Debt was [ ] and Consolidated EBITDA was [ ]; therefore, the Net Debt Leverage Ratio was [ ] to 1. 4. We confirm that on the basis of the above, the applicable Margin in respect of A Loans is [ ] per cent. per annum and B Revolving Credit Loans is [ ] per cent. per annum.] 5. We set out below calculations establishing the figures in paragraph 3 above: [ ]. 6. We confirm that no Default or Event of Default is outstanding as at [ ]. By: …………………………………… By: …………………………………… title: …………………………………… title: …………………………………… for VIASYSTEMS, INC. for VIASYSTEMS, INC. To: [UBS AG, Singapore Branch] as Facility Agent From: Viasystems International, Inc. and [PROPOSED ADDITIONAL GUARANTOR] Date: [ ] We refer to the Agreement. This is a Guarantor Accession Agreement. Terms used but not otherwise defined in this Guarantor Accession Agreement have the meaning given to such terms in the Agreement. 1. [Name of company] of [address/registered office] agrees to become an Additional Guarantor under the Agreement and to be provided to protect or create, perfect or register bound by the security and, to terms of the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of Agreement as an Event of Default, Additional Guarantor. 2. The Repeating Representations are correct on the Collateral Agents’ reasonable requestdate of this Guarantor Accession Agreement. 3. It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand. 4. This Guarantor Accession Agreement has been executed and delivered as a deed on the date stated at the beginning of this Guarantor Accession Agreement and is governed by English law. Executed as a deed by VIASYSTEMS INTERNATIONAL, INC. acting by ………………………………………… Director and ………………………………………… Director/Secretary Executed as a deed by [PROPOSED ADDITIONAL GUARANTOR] acting by ………………………………………… Director and ………………………………………… Director/Secretary

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken for the benefit of the Holders of the Notes under this Indenture: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable andranking, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectionpossible; (b) the security will not be enforceable until unless an Event event of Default default (howsoever described) has occurred and notice of acceleration of the Notes has been given by pursuant to Section 6.02 of this Indenture or any equivalent provision of any other Primary Finance Documents (as defined in the Trustee or the Intercreditor Agreement) (a “Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Relevant Acceleration Event”); (c) prior the Security Agent will be entitled, where the relevant Grantor fails to fulfill its obligations under a Security Document (after the Maturity Date, notification expiry of any Liens over bank accounts will be given (subject applicable grace period), to legal advice) to perfect the banks with whom Liens, where such perfection is contemplated under these principles and the accounts are maintained only if an Enforcement Event has occurredSecurity Document; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should Security Documents shall only operate to create security Liens rather than to impose new commercial obligations. Accordingly, they should shall not contain material additional representations, representations or undertakings or indemnities (such as in respect of title, validity, insurance, maintenance of assets, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of the securityLiens or the assets subject to the Liens and shall not operate so as to prevent transactions which are otherwise permitted under the Debt Documents or to require additional consents, authorizations or notifications; (ge) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted prior to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default that has occurred and is continuing (or in the case of Clauses 4 (Bank Accounts), 6 (Insurance Policies), 7 (Intellectual Property) and 9 (Trade Receivables) only, prior to occura Notes Relevant Acceleration Event), and the pledgors provisions of each Security Document will not be permitted to receive dividends unduly burdensome on pledged shares and payment the Grantor or interfere unreasonably with the operation of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenturebusiness; (hf) the Collateral Agents will Security Agent shall only be able to exercise a power of attorney following an Event of Default that has occurred and is continuing (or in any security document following the occurrence case of an Enforcement Event Clauses 4 (Bank Accounts), 6 (Insurance Policies), 7 (Intellectual Property) and 9 (Trade Receivables) only, after a Notes Relevant Acceleration Event) or with respect to perfection or further assurance obligations that following request, if the relevant obligor Grantor has failed to satisfy; comply with a further assurance or perfection obligation (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to after the Holders) or to remove expiry of any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiariesapplicable grace period); (jg) no obligor shall be required to protect any Security Documents, will where possible and practical, automatically create Liens in over future assets of the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; andsame type as those already secured; (kh) informationInformation, such as lists of assets, will be provided if, and only in the opinion of counsel to the extentTrustee or Security Agent, these are required by local law to be provided to protect or create, perfect or register the security or to ensure the security can be enforced and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and in that case be provided annually or, following the occurrence and during the continuance of an Event of DefaultDefault which is continuing, on the Collateral Agents’ Security Agent’s reasonable requestrequest provided that no such regular information is required to be provided in respect of assets located in the United Kingdom.

Terms of Security Documents. The following principles will be reflected in the terms of any security document Security Document to be executed and delivereddelivered as part of the Transaction: (a) subject to Permitted Liens permitted liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents Secured Agreements or, if earlier or to the extent no such time period is specified in the Note DocumentsSecured Agreements, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Enforcement Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)occurred; (c) prior to the Maturity Datematurity date of loans and credit extended under the Secured Agreements, notification of any Liens security interest over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsassets (other than in respect of any insurance policy maintained by the Company or any of its Restricted Subsidiaries which is due to expire on or before December 31, 2006); (f) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture the Secured Agreements or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event event of Default default under any Secured Agreement to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenturethe Secured Agreements; (h) the Collateral Agents Secured Parties will only be able to exercise a power of attorney in any security document Security Document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the HoldersSecured Parties) or to remove any encumbrances on title (not created in contemplation of the Transactions) that are reflected in any title insurance or any other existing encumbrances on real property (not created in contemplation of the Transactions) (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens security interests in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark trademark, filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event event of Defaultdefault under any Secured Agreement, on the applicable Collateral Agents’ Agent’s reasonable request. LIEN GRANTOR SUPPLEMENT dated as of , , between [NAME OF LIEN GRANTOR] (the “New Lien Grantor”), XXXXXX XXXXXXX SENIOR FUNDING, INC., as Global Collateral Agent (the “Global Collateral Agent”), MIZUHO CORPORATE BANK, LTD., as Taiwan Collateral Agent (the “Taiwan Collateral Agent”) and NXP B.V. (the “Company”).

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of this transaction: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default the Acceleration Date has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)occurred; (cb) prior to the Maturity Date, notification of any Liens pledges over bank accounts will be given (subject to legal advice) to the banks bank holding the account provided that this is not inconsistent with whom the accounts are maintained Group retaining control over and the ability to use freely the balance of the account; (c) notification of receivables security to debtors will only be given if an Enforcement Event the Acceleration Date has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will not be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsGroup assets until such time as an Event of Default has occurred and is continuing; (fe) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material any additional representations, representations or undertakings or indemnities (such as in respect of title, insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary covenants required for the creation or perfection of the securitysecurity and are no more onerous than any equivalent representation or undertaking in this Agreement; (gf) in respect of the share pledges and pledges of intra-group receivablespledges, until an Enforcement Event the Acceleration Date has occurred, the pledgors will shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will should be permitted to receive pay dividends upstream on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited permitted under this Indenture;Agreement; and (hg) the Collateral Agents will Finance Parties should only be able to exercise a any power of attorney in any granted to them under the security document following documents after the occurrence of Acceleration Date has occurred or after failure by an Enforcement Event or Obligor to comply with respect to perfection or a further assurance obligations that following request, or perfection obligation. To: [Transferring Lender] Re: Nordic Telephone Company Holding ApS – €9,600,000,000 Credit Agreement dated 30 November 2005 (the relevant obligor has failed to satisfy; (i“Agreement”) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to Amount: Agent: Dear Sirs We are considering [acquiring]/[arranging the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens acquisition of] an interest in the United States prior Agreement (the “Acquisition”). In consideration of you agreeing to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) make available to us certain information, such by our signature of this letter we agree as lists follows (acknowledged and agreed by you by your signature of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance a copy of an Event of Default, on the Collateral Agents’ reasonable request.this letter):

Terms of Security Documents. The following principles will be reflected in the terms of any security document Security Document to be executed and delivereddelivered as part of the Transactions: (a) the terms of each Security Document shall be in substantially the same form as such corresponding security document was provided under or in connection with the Senior Secured Notes; (b) subject to Permitted Liens permitted liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Credit Documents or, if earlier or to the extent no such time period is specified in the Note Credit Documents, within the time periods specified by applicable law in order to ensure due perfection; (bc) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes Loans has been given by the Trustee applicable Administrative Agent or the Notes Loans have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (cd) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (de) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (ef) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsassets (other than in respect of any insurance policy maintained by the Company or any of its Restricted Subsidiaries which is due to expire on or before December 31, 2011); (fg) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture Agreement or are necessary for the creation or perfection of the security; (gh) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings the Company and its Subsidiaries to the extent not prohibited under this IndentureAgreement; (hi) the Collateral Agents Secured Parties will only be able to exercise a power of attorney in any security document Security Document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (ij) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the HoldersLenders) or to remove any encumbrances on title (not created in contemplation of the Transactions) that are reflected in any title insurance or any other existing encumbrances on real property (not created in contemplation of the Transactions) (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (jk) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (kl) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ applicable Administrative Agent’s reasonable request. BARCLAYS BANK PLC $ 499,950,000 MIZUHO CORPORATE BANK, LTD. $ 50,000 Financial Statement Date: , To: Barclays Bank PLC as Administrative Agent Ladies and Gentlemen: Reference is made to the Secured Term Credit Agreement dated as of [•], March 2011 (the “Credit Agreement”), between, amongst others, NXP B.V. (the “Company”), NXP FUNDING LLC, the lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), and Barclays Bank PLC as Administrative Agent, and Xxxxxx Xxxxxxx Senior Funding, Inc. as Global Collateral Agent. All capitalized terms used but not defined herein shall have the meanings given in the Credit Agreement. This is a Compliance Certificate for the purposes of the Credit Agreement. The undersigned hereby certifies as of the date hereof that he/she is the [Title]1 of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 9.01(a) of the Credit Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of [ ] required by and in conformance with such section. 2. Except as otherwise permitted by the Credit Agreement, attached hereto as Schedule 1 are the unaudited financial statements required by Section 9.01(b) of the Credit Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present, in all material respects, the financial condition, results of operations shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 1 Must be the chief executive officer, chief financial officer, treasurer or controller of the Company. 3. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company and its Subsidiaries during the accounting period covered by the attached financial statements.

Terms of Security Documents. The following principles will be reflected in the terms of any security document Liens granted to be executed and deliveredsecure the First Lien Loan Document Obligations pursuant to the proviso to the definition of “Permitted Liens” in the Credit Agreement: (a) subject to Permitted the Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until (x) an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) of the Credit Agreement has occurred and is continuing or (ii) any other Event of Default has occurred and is continuing in respect of which a notice of acceleration of the Notes has been given by the Trustee or Administrative Agent in accordance with Subsection 9.2(a)(B) of the Notes have otherwise become due and payable prior to the scheduled maturity thereof Credit Agreement (an “Enforcement Event”); (cb) prior without prejudice to the Maturity Daterights of the Lenders at law, notification any rights of any Liens over bank accounts set off will not be given (subject to legal adviceexercisable until an Event of Default under Subsection 9.1(a) to of the banks with whom the accounts are maintained only if an Enforcement Event Credit Agreement has occurredoccurred and is continuing; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (fc) the security documents Security Documents should only operate to create security Liens rather than to impose new commercial obligations. Accordingly, they should not (i) contain material any additional representations, representations or undertakings or indemnities (such as in respect of title, enforceability, insurance, maintenance of assets, information or the payment of costs) unless these are or provisions for default or penalty interest, tax gross-up or any indemnities or (ii) any equivalent representations or undertakings to those representations or undertakings in the same as Credit Agreement, in each case save for representations or consistent with those contained undertakings necessary in this Indenture or are necessary the relevant jurisdiction for the creation or perfection of the securityLiens that are no more onerous than any equivalent representations or undertakings in the Credit Agreement or in the Security Documents entered into on the Closing Date; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (hd) the Collateral Agents will Secured Parties should only be able to exercise a any power of attorney in any security document granted to them under the Security Documents following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfyEvent; (ie) no obligor shall be required the Security Documents should not operate so as to provide surveys on real property (unless such surveys already exist in prevent transactions which case there shall be no requirement that such surveys be certified to are permitted under the Holders) Credit Agreement or to remove any encumbrances on title that are reflected in any title insurance require additional consents or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notesauthorizations; and (kf) information, such as lists the Security Documents will not accrue interest on any amount in respect of assets, will be provided if, and only to which interest is accruing under the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable requestCredit Agreement.

Terms of Security Documents. The following principles will be reflected in the terms of any security document taken as part of the transactions contemplated by this Agreement save to be executed and deliveredthe extent otherwise required by local law: (a) subject to Permitted Liens and these Agreed Security Principles the security will not be first ranking and the perfection of security enforceable unless an Acceleration Event (when required) and other legal formalities will be completed in each case, as soon as practicable and, in any event, within the time periods specified defined in the Note Documents or, if earlier or to the extent no such time period applicable security document) has occurred and is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectioncontinuing; (b) each security document (other than security documents which are required to be notarized in order to be valid and/or enforceable) will, to the extent legally possible, contain a clause which records that if there is a conflict between the security will not be enforceable until an Event document and this Agreement then the provisions of Default has occurred and notice of acceleration this Agreement shall take priority over the provisions of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)security document; (c) prior in the security documents there will be no repetition or extension of (or application of lower materiality thresholds to) clauses set out in this Agreement such as representations, covenants and undertakings, those relating to notices, cost and expenses, indemnities, tax gross up, distribution of proceeds and release of security in each case except to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) extent specifically required by local law and only to the banks with whom extent these are provisions required for the accounts creation, perfection, priority, enforcement or maintenance of the security and are maintained only if an Enforcement Event has occurredno more onerous than the terms of this Agreement; (d) notification of receivables security to third party debtors who are not members and of the Company or its Subsidiaries security over goods held by third parties will only be given if an Enforcement Acceleration Event has occurred; provided that, in the case of any security document entered into in respect of receivables due from other Group Members, each relevant Group Member shall be notified of the execution of that security document in the Global Intercompany Note; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, ; accordingly they should not contain material any additional representations, undertakings undertakings, covenants or indemnities other terms (such as in respect of including title, insurance, information information, notices, indemnities, tax gross up, distribution of proceeds and release of security or the payment of costscosts or expenses) unless these are the same as or consistent with those contained in this Indenture or are necessary provisions required for the creation creation, perfection, priority or enforcement of the security and, where applicable, are no more onerous than the terms of this Agreement or any Security Document dated as of the Closing Date; (f) the Secured Parties should only be able to exercise any power of attorney, proxy or similar delegation of authority granted to them under the security documents: (i) if an Acceleration Event has occurred and is continuing; or (ii) if an Event of Default has occurred and is continuing and a Loan Party has failed to comply with a further assurance or perfection obligation (after the expiry of the securityany applicable grace period); (g) in respect any rights of the share pledges and pledges of intraset-group receivables, until off will not be exercisable unless an Enforcement Acceleration Event has occurred, the pledgors will be permitted occurred and is continuing and such rights shall apply only to retain matured obligations due and to exercise voting rights payable to any shares pledged Secured Party by them in a manner which does not materially adversely affect the value of the security (taken as Loan Party under a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this IndentureLoan Document; (h) the Collateral Agents will only be able to exercise a power provisions of attorney in any each security document following will not interfere materially with the occurrence operation of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfyits business; (i) no obligor shall be required the security documents should not operate so as to provide surveys on real property (unless such surveys already exist in prevent transactions which case there shall be no requirement that such surveys be certified to the Holders) are permitted or not otherwise prohibited under this Agreement or to remove any encumbrances on title that are reflected in any title insurance require additional consents or any other existing encumbrances on real property authorizations for such transactions (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiariessubject to these Agreed Security Principles);; and (j) no obligor shall the Administrative Agent will not be required to protect accept any Liens security or its perfection if it is of a type or in a jurisdiction which the United States prior Administrative Agent determines does not meet or comply with its established internal regulations or policies or with applicable law or regulation, or which would impose liabilities on the Administrative Agent, provided that, notwithstanding anything to the occurrence contrary in this Agreement or any Loan Document: (i) any obligation of an Enforcement Event by means other than customary filings any Group Member to grant, enter into or perfect any security (including UCC-1s, mortgage or deed otherwise taken any action in relation to any security or asset) shall be subject to the provisions of trust filings and patent and trademark filings) and delivery of share certificates this paragraph (accompanied by powers of attorney executed in blank) and any intercompany promissory notesj); and (kii) informationno event or circumstance (including any failure by any Group Member to comply with any obligation under this Agreement or any Loan Document) arising as a direct or indirect consequence of the operation of the provisions of this paragraph (j) shall (or shall be deemed to) directly or indirectly constitute, such as lists or result in, a breach of assetsany representation, will be provided ifwarranty, and only to undertaking or other term in the extent, required by local law to be provided to protect Loan Documents or create, perfect a Default or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on provided that the Collateral Agents’ reasonable requestAdministrative Agent may at any time appoint a delegate or agent to whom such security may be granted in accordance with the terms of the Credit Agreement or the applicable Security Document.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of the Transaction: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the a. security will not be enforceable enforced until an Event of Default has occurred and notice of acceleration such Event of the Notes Default has been given by the Trustee or the Notes have otherwise become due and payable prior Administrative Agent to the scheduled maturity thereof (an “Enforcement Event”)Holdings; (cb. subject to paragraph 3(a) prior to the Maturity Dateabove, notification of any Liens pledges over bank accounts or securities accounts will be promptly given (subject to legal advice) to the banks bank holding the account (except Excluded Accounts); provided that, in the case of any account situated in the United States or Canada, the relevant Loan Parties shall obtain (unless otherwise agreed by the Administrative Agent) from each bank or securities intermediary, as the case may be, holding any such account a Control Agreement with whom respect to the accounts are maintained only if an Enforcement Event held by such bank or securities intermediary, as the case may be, or enter into other arrangements satisfactory to the Administrative Agent to ensure that the Administrative Agent has occurreda perfected security interest in such account; (d) c. notification of receivables security by the Administrative Agent to debtors who are not members of the Company or its Subsidiaries Loan Parties will only be given if an Enforcement Event of Default has occurred; (e) d. notification of any security interest over insurance policies will promptly be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsassets of the Loan Parties; (f) e. any security document entered into after the security documents Restatement Date should only operate to create (or perfect) security rather than to impose new commercial obligationsobligations that are not substantially consistent with the Loan Documents entered into on the Restatement Date. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with broader than those contained in this Indenture or are necessary the Loan Documents entered into on the Restatement Date unless required for the creation creation, perfection or perfection effective enforcement of security or unless they are in respect of Collateral or unless it is generally accepted that any such additional representations, undertakings or indemnities are required or advisable in the relevant jurisdiction (taking into account market practice in respect of the securitygiving of guarantees and security for financial obligations in the relevant jurisdiction); (g) f. in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event of Default has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur or otherwise be inconsistent with the Loan Documents and the pledgors will be permitted to receive cash dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent for purposes not prohibited under this Indenturethe Loan Documents; (h) g. the Collateral Agents will Administrative Agent or other secured parties shall only be able to exercise a any power of attorney in any security document granted to them by the Loan Parties under the terms of the Loan Documents following the occurrence an Event of an Enforcement Event Default or failure to comply with a further assurance or perfection obligation with respect to perfection or further assurance obligations that following requestthe security; 1. 01B-3 h. where a Loan Party pledges bank accounts, the relevant obligor has failed security document will (subject to satisfy; (i) no obligor such exceptions as shall be required to provide surveys on real property (unless such surveys already exist in which case there shall agreed upon by Holdings and the Administrative Agent) be no requirement that such surveys be certified to governed by the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness law of the Company or any country of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in incorporation of the United States prior to bank that maintains such bank accounts and not by the occurrence law of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed the country of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notesthe pledgor; and i. in the event that a Loan Party owns shares in a company security shall (ksubject to such exceptions as shall be agreed upon by Holdings and the Administrative Agent) information, be created and perfected over such as lists shares in accordance with the law of assets, will be the jurisdiction of the company whose shares are being pledged; provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, that to the extent so required will that such Loan Party is also a party to a security agreement covering substantially all assets of such Loan Party, such shares shall also be provided annually covered by, and not excluded from, such “all assets” security agreement. 1. Bank of America, N.A. $40,064,102.56 16.025641026% $84,935,897.44 16.025641026% Barclays Bank PLC $28,846,153.85 11.538461538% $61,153,846.15 11.000000000% Bank of Montreal $24,038,461.54 9.000000000% $50,961,538.46 9.000000000% SunTrust Bank $24,038,461.54 9.615384615% $50,961,538.46 9.615384615% Compass Bank $20,833,333.33 8.333333333% $44,166,666.67 8.333333333% PNC Bank, National Association $20,833,333.33 8.333333333% $44,166,666.67 8.333333333% Xxxxx Fargo Bank, National Association $20,833,333.33 8.333333333% $44,166,666.67 8.333333333% Fifth Third Bank $16,025,641.03 6.410256410% $33,974,358.97 6.410256410% Union Bank, N.A. $9,615,384.62 3.846153846% $20,384,615.38 3.846153846% Branch Banking and Trust $8,012,820.51 3.205128205% $16,987,179.49 3.205128205% The PrivateBank and Trust Company $8,012,820.51 3.205128205% $16,987,179.49 3.205128205% The Northern Trust Company $6,410,256.41 2.564102564% $13,589,743.59 2.564102564% Mizuho Corporate Bank, Ltd. $4,807,692.31 1.923076923% $10,192,307.69 1.923076923% Associated Bank, National Association $4,807,692.31 1.923076923% $10,192,307.69 1.923076923% KeyBank National Association $4,807,692.31 1.923076923% $10,192,307.69 1.923076923% Comerica Bank $4,807,692.31 1.923076923% $10,192,307.69 1.923076923% DZ Bank AG Deutsche Zentral-Genossenschafts-bank New York Branch $3,205,128.21 1.282051282% $6,794,871.79 1.282051282% $ [___,___,___] [MM/DD/YY] New York, New York FOR VALUE RECEIVED, [REVOLVING CREDIT BORROWER], a [JURISDICTION OF ORGANIZATION][TYPE OF ORGANIZATION] (unless required the “Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns, on or before [MM/DD/YY], the lesser of (a) [ ___ DOLLARS] ($[___,___,___]) (or equivalent amount in the applicable Alternative Currency)) and (b) the unpaid principal amount of all advances made by Payee to the Borrower as Revolving Credit Loans under the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Credit Agreement, dated as of May 13, 2013 (as it may be amended, restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Holdings, certain Subsidiaries of Holdings party thereto from time to time, the Lenders party thereto from time to time and BANK OF AMERICA, N.A., as Administrative Agent. This Note is one of the “Revolving Credit Notes” referred to in the Credit Agreement and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Revolving Credit Loans evidenced hereby were made and are to be repaid. All payments of principal and interest in respect of this Note shall be made in U.S. Dollars or an Alternative Currency, as applicable, in same day funds at the Lending Office of the Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment and Assumption effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by the Administrative Agent and recorded in the Register, the Borrower, the Administrative Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof, it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided by local law more frequentlythat the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments of principal of or interest on this Note. This Note is subject to mandatory prepayment and to prepayment at the option of the Borrower, but not more frequently than quarterly) and following each as provided in the Credit Agreement. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Upon the occurrence and during the continuance of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement. No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the Collateral Agentsplace, at the respective times, and in the currency herein prescribed. The Borrower promises to pay all reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ reasonable requestfees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by Law, the right to plead any statute of limitations as a defense to any demand hereunder.

Terms of Security Documents. 2.1 The following principles will be reflected in the terms of any security document to be executed and deliveredSecurity taken: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)Agent under this Agreement; (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (fb) the security documents Security Documents should only operate to create security Security rather than to impose new commercial obligations. Accordingly; accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurancewarranties, information or the payment of costs) undertaking and indemnities, unless these are (i) required to be included in any Security Document for the validity and enforceability of the Security Documents or (ii) are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the securityAgreement; (gc) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event of Default has occurredoccurred and notice of acceleration has been given by the Agent under this Agreement, the pledgors will of shares in Obligors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security Security or cause an Event of Default to occur, occur and the pledgors will Obligors shall be permitted to receive pay dividends on pledged shares to the pledgors and payment of intra-group receivables and the pledgors shall be entitled to retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries such dividends to the extent not prohibited permitted under this IndentureAgreement; (d) any accounts receivable which, if charged, such charge would be prohibited by anti-assignment provisions of contracts or applicable law or would breach the terms of any contract relating to such accounts receivable or would be a default or event of default under the relevant contract or entitle the counterparty to the relevant contract a right to terminate the relevant contract will be excluded from any relevant Security Document; provided that the consent of that counterparty has been sought; (e) notification to debtors of Security over accounts receivable will only be given if an Event of Default has occurred and notice of an acceleration has been given by the Agent under this Agreement; (f) security over any loan or note intercompany receivables will be perfected upon execution of the Security Document either by virtue of notification to debtors or by acknowledgement in writing by such debtor (as may be required by local law to perfect such Security) subject to no adverse tax consequences; (g) the Finance Parties should only be able to exercise any power of attorney granted to them under the Security Documents following the occurrence of an Event of Default in respect of which notice of acceleration has been given by the Agent under this Agreement or material failure to comply with a written request to fulfil a further assurance or perfection obligation; (h) the Collateral Agents will only be able Security Documents shall not operate so as to exercise a power of attorney in any security document following the occurrence of an Enforcement Event prevent transactions which are permitted under this Agreement or with respect to perfection require additional consents or further assurance obligations that following request, the relevant obligor has failed to satisfyauthorisations; (i) unless the restriction is required by law, the constitutional documents of the Obligors whose shares have been pledged will be amended to remove any restriction on the transfer or the registration of the transfer of the shares on enforcement of the Security granted over them. If the pledging of shares of an Obligor under the Agreed Security Principles or this Agreement requires the prior consent of any gaming or licensing authority ("Gaming Authorities"), including, without limitation, the Nevada Gaming Authorities in connection with the Nevada Pledge, the Parent shall use its commercial reasonable efforts to receive within one hundred and eighty (180) days after the effective date thereof or of this Agreement, as applicable, the approval or consent of the requisite Gaming Authorities of such pledge and, if applicable, any amendment of the Nevada Pledge; provided that such one hundred and eighty (180) day period shall be extended by an additional ninety (90) days so long as within sixty (60) days after the effective date thereof or of this Agreement, the Parent has filed with the appropriate Gaming Authorities all applications required to obtain such approval or consent; and (j) it is agreed that no obligor member of the Group that is: (i) a controlled foreign corporation for US federal income tax purposes shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) accede as an Additional Guarantor hereunder or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or have any of its Restricted Subsidiaries);stock or other equity interests pledged pursuant to the terms of this Agreement; or (jii) no obligor shall be required (a) a "related person" (as defined in Section 267(b) or Section 707(b) of the Code) to protect any Liens a borrower under the Existing Revolving Credit Facilities (as amended, extended or refinanced from time to time) whose jurisdiction of formation or organisation is a state in the United States prior of America or the District of Colombia or that is a United States Person as defined in Section 7701(a)(30) of the Code (including an entity that is disregarded as separate from a United States Person (as defined in such Section) for United States federal income tax purposes (such borrower being a "US RCF Borrower"), (b) where such member of the Group is not a "United States person" (as defined in Section 7701(a)(30) of the Code), and (c) such US RCF Borrower does not own a "controlling interest" (as defined in Section 163(j) of the Code) in such member of the Group. will have any obligation or liability, directly or indirectly, grant Security over any of its property or assets pursuant to the occurrence terms of an Enforcement Event by means other than customary filings (including UCC-1sthis Agreement, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed unless, in blank) and any intercompany promissory notes; and (k) informationeach case, such as lists member of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless Group is required to be provided by local law more frequentlyor become a guarantor, but not more frequently than quarterly) and following or have its stock or other equity interests pledged or to grant Security over any of its property or assets pursuant to the occurrence and during terms of the continuance of an Event of DefaultExisting Revolving Credit Facilities (as amended, on the Collateral Agents’ reasonable requestextended or refinanced from time to time).

Terms of Security Documents. The following principles will be reflected in the terms of any security document Security Document to be executed and delivered: (a) subject to Permitted Liens permitted liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsassets (other than in respect of any insurance policy maintained by the Company or any of its Restricted Subsidiaries which is due to expire on or before December 31, 2006); (f) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security; (g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture; (h) the Collateral Agents will only be able to exercise a power of attorney in any security document Security Document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title (not created in contemplation of the Transactions (as defined in the Senior Facilities Agreement)) that are reflected in any title insurance or any other existing encumbrances on real property (not created in contemplation of the Transactions) (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of this transaction: (a) subject to Permitted Liens and these Agreed Security Principles a. security will secure the obligations of the Loan Party granting the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes loans has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)Administrative Agent under this Agreement; (c) prior to the Maturity Date, b. notification of any Liens pledges over bank accounts will be given to the bank holding the account provided that this is not inconsistent with the Group retaining control over and the ability to use freely the balance of any account (but no member of the Group will be required to ensure that any account bank declare a consent or acknowledgement of notice of security) and until an Event of Default has occurred and notice of acceleration of the loans has been given by the Agent under this Agreement there will be no restriction on the Group’s ability to move and apply cash from out of its bank accounts, subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurredprovisions of this Agreement; (d) c. unless the Company otherwise agrees, notification of receivables security to debtors who are not members of (other than, subject to regulatory requirements or restrictions, to the Company EMEA JV investor or its Subsidiaries the Canadian JV investor) will only be given if an Enforcement Event of Default has occurredoccurred and notice of an acceleration of the loans has been given by the Administrative Agent under this Agreement; (e) d. notification of any security interest over insurance policies (not being third party policies) will not be served on until the occurrence of any insurer Event of the Company’s or any Restricted Subsidiaries’ assetsDefault which is continuing; (f) e. the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material any additional representations, representations or undertakings or indemnities (such as in respect of title, ranking, insurance, protection of assets, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of the securitysecurity and are no more onerous than any equivalent representation or undertaking in this Agreement; (g) f. in respect of the any share pledges and pledges of intra-group receivablescharges, until an Enforcement Event of Default has occurredoccurred and notice of acceleration of the loans has been given by the Administrative Agent under this Agreement, the pledgors will chargors shall be permitted to retain and to exercise voting rights to any shares pledged charged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur and the pledgors will chargors shall be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries cash dividends (other than in connection with any liquidation) upstream on charged shares to the extent not prohibited permitted under this IndentureAgreement; (h) g. the Security Documents will not contain repeating representations unless these are required for the creation or perfection of the security; h. the Secured Parties/Collateral Agents will Agent should only be able to exercise a any power of attorney in any granted to them under the security document documents following the occurrence of an Enforcement Event of Default in respect of which notice of acceleration of the loans has been given by the Administrative Agent or failure to comply with respect to perfection or a further assurance obligations or perfection obligation; i. the security documents shall not operate so as to prevent any transaction otherwise permitted under this Agreement and will permit the disposal of any asset where such disposal is permitted under the Loan Documents and the release of security where such release is provided for under this Agreement; j. no security will be taken over stock, moveable plant, equipment or receivables (other than helicopters) if it would require labelling, segregation or periodic listing or specification of such stock, plant, equipment or receivables; k. the security documents will not contain separate provisions for default or penalty interest, tax, gross-up or indemnification provisions; l. the security documents will not require any Loan Party to specifically charge or pledge any shares or other investment it owns except for shares in another Loan Party, a Material Subsidiary, the EMEA JV or the Canadian JV; m. at the option of the relevant Loan Party, so long as no Event of Default is outstanding, the Collateral may exclude any aircraft with a greater of book or Fair Market Value of $7,000,000 or less, so long as the aggregate value of all aircraft owned by the Loan Parties and registered in Security Jurisdictions that following requestis not part of the Collateral does not at any time exceed $50,000,000. If an Event of Default has occurred and is continuing, and the relevant Security Documents do not operate so as to automatically include such aircraft as Collateral while such Event of Default is continuing, the relevant obligor has failed to satisfy; (i) no obligor Loan Parties shall be required to promptly upon the request of the Administrative Agent or the Collateral Agent provide surveys on real property (unless such surveys already exist in which case there shall be no requirement security over aircraft that have been excluded from the Collateral by operation of the preceding sentence; provided, that such surveys be certified to security will at the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness request of the Company relevant Loan Party be released from the Collateral upon the waiver or any cure of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence such Event of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notesDefault; and (k) information, such as lists of assets, n. no guarantee or security will be provided ifrequired from members of the Group incorporated in any jurisdiction (or pursuant to documentation governed by the laws of any jurisdiction) other than the UK, the Netherlands, Norway, Luxembourg, Canada, Australia, Sweden, the US, Barbados and only to Ireland (together, the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request“Security Jurisdictions”).

Terms of Security Documents. The following principles will be reflected in the terms of any security document Security Document to be executed and delivereddelivered as part of the Transactions: (a) the terms of each Security Document shall be in substantially the same form as such corresponding security document was provided under or in connection with the Senior Secured Notes; (b) subject to Permitted Liens permitted liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Credit Documents or, if earlier or to the extent no such time period is specified in the Note Credit Documents, within the time periods specified by applicable law in order to ensure due perfection; (bc) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes Loans has been given by the Trustee applicable Administrative Agent or the Notes Loans have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (cd) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (de) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (ef) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assetsassets (other than in respect of any insurance policy maintained by the Company or any of its Restricted Subsidiaries which is due to expire on or before December 31, 2011); (fg) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture Agreement or are necessary for the creation or perfection of the security; (gh) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings the Company and its Subsidiaries to the extent not prohibited under this IndentureAgreement; (hi) the Collateral Agents Secured Parties will only be able to exercise a power of attorney in any security document Security Document following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (ij) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the HoldersLenders) or to remove any encumbrances on title (not created in contemplation of the Transactions) that are reflected in any title insurance or any other existing encumbrances on real property (not created in contemplation of the Transactions) (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (jk) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (kl) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ applicable Administrative Agent’s reasonable request. BARCLAYS BANK PLC $ 499,950,000 MIZUHO CORPORATE BANK, LTD. $ 50,000 To: Barclays Bank PLC as Administrative Agent Ladies and Gentlemen: Reference is made to the Secured Term Credit Agreement dated as of [—], March 2011 (the “Credit Agreement”), between, amongst others, NXP B.V. (the “Company”), NXP FUNDING LLC, the lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), and Barclays Bank PLC as Administrative Agent, and Xxxxxx Xxxxxxx Senior Funding, Inc. as Global Collateral Agent. All capitalized terms used but not defined herein shall have the meanings given in the Credit Agreement. This is a Compliance Certificate for the purposes of the Credit Agreement. The undersigned hereby certifies as of the date hereof that he/she is the [Title]1 of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 9.01(a) of the Credit Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of [ ] required by and in conformance with such section. 2. Except as otherwise permitted by the Credit Agreement, attached hereto as Schedule 1 are the unaudited financial statements required by Section 9.01(b) of the Credit Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present, in all material respects, the financial condition, results of operations shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 1 Must be the chief executive officer, chief financial officer, treasurer or controller of the Company. 3. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company and its Subsidiaries during the accounting period covered by the attached financial statements.

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken as part of this transaction: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an acceleration of the Facilities following the occurrence of an Event of Default which is continuing; (b) notification of pledges over bank accounts will be given to the bank holding the account; provided that this is not inconsistent with the Group retaining control over the balance and operation of the account; (c) notification of receivables security to debtors which are not members of the Group will only be given if an Event of Default has occurred and notice of acceleration such Event of the Notes Default and of intention to enforce has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”); (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurredAgent; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or Group assets (other than in respect of any Restricted Subsidiaries’ assetsrun-off insurance policy maintained by the Vendor); (fe) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should representations shall not contain material additional representations, be included and undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with shall be strictly limited to those contained in this Indenture or are necessary for the creation or perfection of the securitysecurity and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in this Agreement; (gf) in respect of the share pledges and pledges of intra-group receivablespledges, until an Enforcement Event of Default has occurredoccurred and notice of acceleration has been given, the pledgors will pledgor should be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, occur and the pledgors will should be permitted to receive pay dividends upstream on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited permitted under this Indenture;the Agreement with the proceeds to be available to the Parent and its Subsidiaries; and (hg) the Collateral Agents will Finance Parties should only be able to exercise a any power of attorney in any security document granted to them under the Security Documents following the occurrence of an Enforcement Event or with respect to perfection or further assurance obligations that following request, the relevant obligor has failed to satisfy; (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of DefaultDefault in respect of which notice of enforcement has been given by the Agent or in the event of failure to comply with a further assurance or perfection obligation or in order to remedy a breach of covenant by the relevant Obligor in the relevant Security Document. For the avoidance of doubt the Agreed Security Principles are not included to override the specific guarantee and security structure as proposed in this Agreement and the Tax Structure Paper. From: Xxxx XX Capital social EUR 12,500 00-00, on xxxxxxxxx xx Xxxxxx Xxxxx L – 1724 Luxembourg R.C.S. Luxembourg B.93.039 To: X.X. Xxxxxx Europe Limited Dated: Dear Sirs, 1. We refer to the Collateral Agents’ reasonable requestAgreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate. 2. We confirm that as at [relevant testing date] for the period ending [●], Net Senior Secured Debt was [●] and EBITDA was [●]; therefore, the ratio of Net Senior Secured Debt to EBITDA was [●]; 3. We set out below the calculations establishing the figures in paragraph 2 above: [●]

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and deliveredtaken in connection with the Facilities: (a) subject to Permitted Liens and these Agreed Security Principles the security will not be first ranking and enforceable or crystallise until the perfection occurrence of security a Declared Default which is continuing (when required) and other legal formalities will be completed as soon as practicable andor, in any eventthe case of the Target Securities Account Pledge Agreement, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfectionas set out therein); (b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration beneficiaries of the Notes has been given by security or any Agent will only be able to exercise a power of attorney following the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)occurrence of a Declared Default which is continuing; (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, obligations or repeat clauses in other Finance Documents; accordingly: (i) they should not contain material additional representations, undertakings or indemnities (such as including in respect of insurance, information information, maintenance or protection of assets, further assurance or the payment of costsfees, costs and expenses) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of security under applicable law; and (ii) nothing in any security document shall (or be construed to) prohibit any transaction, matter or other step (or a grantor of security taking or entering into the same) or dealing in any manner whatsoever in relation to any asset (including all rights, claims, benefits, proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the security agreement if permitted by the terms of the other Finance Documents (and accordingly to such extent, the Security Agent shall promptly effect releases, confirmations, consents to deal or similar steps always at the cost of the relevant grantor of the security); (d) no security will be granted over parts, stock, moveable plant, equipment or receivables if it would require labelling, segregation or periodic listing or specification of such parts, stock, moveable plant, equipment or receivables; (e) perfection will not be required in respect of (i) vehicles and other assets subject to certificates of title or (ii) letter of credit rights and tort claims (or the local law equivalent); (f) without prejudice to the notice of pledge and acknowledgement thereof required to be delivered under the Target Securities Account Pledge Agreement, in no event shall control agreements (or perfection by control or similar arrangements) be required with respect to any assets (including deposit or securities accounts); 195 Project Meria: Senior Facilties Agreement (g) without prejudice to (x) the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), security will, where possible and practical, automatically create security over future assets of the same type as those already secured; where local law requires supplemental pledges, lists of assets or notices to be delivered in respect of the share pledges and pledges future acquired assets in order for effective security to be created over that class of intra-group receivablesasset, until an Enforcement Event has occurredsuch supplemental pledges, the pledgors lists of assets or notices will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value provided only upon request of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, Security Agent and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indentureat intervals no more frequent than annually; (h) the Collateral Agents will only be able to exercise a power of attorney in any each security document following must contain a clause which records that if there is a conflict between the occurrence security document and this Agreement or the Intercreditor Agreement then (to the fullest extent permitted by law) the provisions of an Enforcement Event this Agreement or with respect (as applicable) the Intercreditor Agreement will take priority over the provisions of the security document (and that, if requested to perfection or further assurance obligations that following requestdo so by (and at the cost of) the Company, the relevant obligor has failed Security Agent will enter into such amendments, waivers or consents as are necessary to satisfy;remove such conflict); and (i) no obligor shall be required to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified each security document must contain a clause substantially similar to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required to protect any Liens in the United States prior to the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable request.following:

Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed taken in connection with the Notes and deliveredthe Indenture: (a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection; (b) the security will not be enforceable until an Event event of Default default has occurred and notice of acceleration such event of default and of intention to take enforcement action pursuant to the Notes Indenture or the Security Documents has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”)Holders; (c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred; (d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred; (e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets; (fb) the security documents Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary required for the creation or perfection of security or unless it is generally accepted that any such additional undertakings or indemnities are required in the securityrelevant jurisdiction (taking into account market practice in respect of the giving of guarantees and security for financial obligations in the relevant jurisdiction); (gc) in respect of the share pledges and pledges of intra-group receivablesor charges, until an Enforcement Event of Default has occurred, : (a) the pledgors or chargors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which (i) does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security security, in each case other than to the extent permitted under the Indenture, or (ii) cause an Event of Default to occur, and (b) the pledgors or chargors will be permitted to receive dividends on pledged or charged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent for purposes not prohibited under this the Indenture;; and (hd) the Trustee or Collateral Agents will Trustee should only be able to exercise a any power of attorney in any security document granted to them under the terms of the Indenture or Collateral Trust Agreement following the occurrence an Event of an Enforcement Event Default or failure to comply with a further assurance or perfection obligation with respect to perfection the security. [Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable, pursuant to the provisions of the Indenture] [THIS NOTE MAY HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF ANY OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY SENDING A WRITTEN REQUEST TO XXXXXX XXXXXXXX, SENIOR VICE PRESIDENT – CORPORATE FINANCE AND TREASURER, TOYS “R” US, INC., XXX XXXXXXXX XXX, WAYNE, NEW JERSEY 07470.] No. [$ ] TRU TAJ LLC and TRU TAJ FINANCE, INC. promise to pay to [ ] or further assurance obligations that following requestregistered assigns, the relevant obligor principal sum of Dollars [, as the same may be revised on the Schedule of Exchanges of Interests in the Global Note attached hereto,]3 on August 15, 2021. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless this Note has failed been authenticated by the Trustee by manual signature, this Note shall not be entitled to satisfy; (i) no obligor shall any benefits under the Indenture referred to on the reverse hereof or be required valid or obligatory for any purpose. 1 144A CUSIP: 87266L AA7 Reg S CUSIP: U55297 AA0 2 144A ISIN: US87266LAA70 Reg S ISIN: USU55297AA07 3 To be included in Global Notes only. IN WITNESS HEREOF, the Issuers have caused this instrument to provide surveys on real property (unless such surveys already exist in which case there shall be no requirement that such surveys be certified to the Holders) or to remove any encumbrances on title that are reflected in any title insurance or any other existing encumbrances on real property (not including Liens securing Indebtedness duly executed. Dated: TRU TAJ LLC By: Name: Title: TRU TAJ FINANCE, INC. By: Name: Title: This is one of the Company or any of its Restricted Subsidiaries); (j) no obligor shall be required Notes referred to protect any Liens in the United States prior within-mentioned Indenture: Dated: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Capitalized terms used herein shall have the meanings assigned to them in the occurrence of an Enforcement Event by means other than customary filings (including UCC-1s, mortgage or deed of trust filings and patent and trademark filings) and delivery of share certificates (accompanied by powers of attorney executed in blank) and any intercompany promissory notes; and (k) information, such as lists of assets, will be provided if, and only Indenture referred to the extent, required by local law to be provided to protect or create, perfect or register the security and, to the extent so required will be provided annually (below unless required to be provided by local law more frequently, but not more frequently than quarterly) and following the occurrence and during the continuance of an Event of Default, on the Collateral Agents’ reasonable requestotherwise indicated.