Common use of Freedom of Choice Clause in Contracts

Freedom of Choice. The submission to the jurisdiction of the courts referred to in Clause 23.2 (Submission to Jurisdiction) shall not (and shall not be construed so as to) limit the right of the Security Agent to take proceedings against the Chargor in the courts of any country in which the Chargor has assets or in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. THIS SHARE CHARGE has been executed by the Chargor as a Deed and signed by the Security Agent but shall only be treated as having been executed and delivered to take effect on the day and year first above written. THE FIRST SCHEDULE Securities Name of Chargor Description and Number of Securities held Remington Consumer 2 ordinary shares of IR(pound) the share capital of Remington 1 each in Products Limited Consumer Products (Ireland) Limited THE SECOND SCHEDULE The Chargor ------------------------------------------------------------------------------------------------------------ Name of Chargor Registered Office Address for Service and Fax or Telex Number ------------------------------------------------------------------------------------------------------------ Remington Consumer Watermans House Chief Financial Officer Products Limited. Watermans Court Remington Consumer Products Limited Kingsbury Crescent Watermans House Xxx Causeway Watermans Court Staines Kingsbury Crescent Middlesex TW18 3BA Xxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx XX00 0XX Xxxxxxx Xxx Xx: ------------------------------------------------------------------------------------------------------------ SIGNATORIES TO THE SHARE CHARGE Chargor EXECUTED AS A DEED by ) REMINGTON CONSUMER PRODUCTS LIMITED ) ) acting by: (Director) (Director) Security Agent SIGNED by ) FLEET CAPITAL CORPORATION ) ) (Authorised Officer) DATED REMINGTON PRODUCTS COMPANY L.L.C. (as the Chargor) and FLEET CAPITAL CORPORATION (in its capacity as Security Agent) ------------------------------- SHARE CHARGE ------------------------------- SHEARMAN & STERLING London [LOGO] TABLE OF CONTENTS Clause Page ------ ----

Freedom of Choice. The submission to the jurisdiction of the courts referred to in Clause 23.2 31.2 (Submission to Jurisdiction) shall not (and shall not be construed so as to) limit the right of the Security Agent to take proceedings against the Chargor Charging Company in the courts of any country in which the Chargor Charging Company has assets or in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. THIS SHARE CHARGE GUARANTEE AND DEBENTURE has been executed by the Chargor Charging Company as a Deed and signed by the Security Agent on behalf of itself and the other Lenders but shall only be treated as having been executed and delivered to take effect on the day and year first above written. Chargors EXECUTED and DELIVERED as a ) Deed by PALM EUROPE LIMITED ) (pursuant to a resolution of its Board ) of Directors) acting by: ) Director /s/ Xxxx Xxxxxx Director/Secretary /s/ Xxxxxxx Xx Agent SIGNED by ) for and on behalf of ) /s/ Xxxx Xxxxxx FOOTHILL CAPITAL CORPORATION ) Vice President THE FIRST SCHEDULE Securities The Charging Company ============================================================================= Name of Chargor Description and Number of Securities held Remington Consumer 2 ordinary shares of IR(pound) the share capital of Remington 1 each in Products Limited Consumer Products (Ireland) Limited THE SECOND SCHEDULE The Chargor ------------------------------------------------------------------------------------------------------------ Name of Chargor Charging Company Registered Office Address for Service and Fax Number or Telex Number ------------------------------------------------------------------------------------------------------------ Remington Consumer Watermans House Chief Financial Officer Products Limited. Watermans Court Remington Consumer Products ----------------------------------------------------------------------------- Palm Europe Limited Kingsbury Crescent Watermans House Xxx Causeway Watermans Court Staines Kingsbury Crescent Middlesex TW18 3BA Xxx Xxxxxxxx 03903962 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, XX00 0XX Fax number: (00) 000 000 0000 For the attention of the Legal Department With a copy to: Palm Inc. 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx XX00 0XX Xxxxxxx Xxx XxXX00000 Xxxxx Xxxxx XX00000 Fax number: ------------------------------------------------------------------------------------------------------------ SIGNATORIES TO 000 000 000 0000 For the attention of the General Counsel ============================================================================= THE SHARE CHARGE Chargor EXECUTED AS A DEED by ) REMINGTON CONSUMER PRODUCTS LIMITED ) ) acting by: (Director) (Director) Security Agent SIGNED by ) FLEET CAPITAL CORPORATION ) ) (Authorised Officer) DATED REMINGTON PRODUCTS COMPANY L.L.C. (as the Chargor) and FLEET CAPITAL CORPORATION (in its capacity as Security Agent) ------------------------------- SHARE CHARGE ------------------------------- SHEARMAN & STERLING London [LOGO] TABLE OF CONTENTS Clause Page ------ ----SECOND SCHEDULE Terms of Guarantee

Freedom of Choice. The submission to the jurisdiction of the courts referred to in Clause 23.2 31.2 (Submission to Jurisdiction) shall not (and shall not be construed so as to) limit the right of the Security Agent Lender to take proceedings against the Chargor either Charging Company in the courts of any country in which the Chargor such Charging Company has assets or in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. THIS SHARE CHARGE DEBENTURE has been executed by the Chargor each Charging Company as a Deed and signed by the Security Agent Lender but shall only be treated as having been executed and delivered to take effect on the day and year first above written. CHARGORS EXECUTED and DELIVERED as a ) Deed by KNS HOLDINGS LIMITED ) ) (pursuant to a resolution of its Board ) of Directors) acting by: ) Director /s/ NIGEX XXXXXX Director /s/ YURI PASEA OR BY ITS ATTORNEY EXECUTED and DELIVERED as a ) Deed by FUTURELINK EUROPE LIMITED ) (pursuant to a resolution of its Board ) of Directors) acting by: ) Director /s/ NIGEX XXXXXX Director /s/ YURI PASEA OR BY ITS ATTORNEY LENDER SIGNED by ) for and on behalf of ) FOOTHILL CAPITAL CORPORATION ) /s/ WILLXXX XXXXX 32 THE FIRST SCHEDULE Securities Name of Chargor Description and Number of Securities held Remington Consumer THE CHARGING COMPANIES NAME OF CHARGING COMPANY REGISTERED NUMBER ADDRESS FOR SERVICE AND FAX OR TELEX NUMBER ------------------------ ----------------- ------------------------------------------- KNS HOLDINGS LIMITED 03471603 KNS Holdings Limited C/o FutureLink Europe Limited The Chestnuts 2 ordinary shares of IR(pound) the share capital of Remington 1 each in Products Olx Xxxx Xxxx Xxxxxxx Xxxxxxxxx XX00 0XX Fax: 01630 00000 Attention: Company Secretary/Chief Financial Officer With copies to: Paul Xxxxxxxx Xxxoxxxx & Xalkxx Tower 42 25 Oxx Xxxxx Xxxxxx Xxxxxx XX0X 0XX Fax: 0207 000 0000 Re: KNS Holdings Limited Consumer Products (Ireland) FUTURELINK EUROPE LIMITED 03159433 FutureLink Europe Limited The Chestnuts 2 Olx Xxxx Xxxx Xxxxxxx Xxxxxxxxx XX00 0XX Fax: 01630 00000 Attention: Company Secretary/Chief Financial Officer With copies to: Paul Xxxxxxxx Xxxoxxxx & Xalkxx Tower 42 25 Oxx Xxxxx Xxxxxx Xxxxxx XX0X 0XX Fax: 0207 000 0000 Re: FutureLink Europe Limited THE SECOND SCHEDULE The Chargor ------------------------------------------------------------------------------------------------------------ Name THE PROPERTIES PREMISES DEMISED BY AND MORE PARTICULARLY DESCRIBED IN AN UNDERLEASE DATED 9 FEBRUARY BETWEEN (1) TARMAC HEAVY BUILDING MATERIALS UK LIMITED, AND (20 KERRIDGE COMPUTER COMPANY LIMITED AND SHORTLY KNOWN AS 2 OLX XXXX XXXX, XXXXXXX THE THIRD SCHEDULE COLLECTION ACCOUNT SIDE LETTERS [*FORM OF NOTICE TO BE SERVED BY BOTH OF THE CHARGING COMPANIES TO BANK HOLDING THE COLLECTION ACCOUNT TOGETHER WITH THE FORM OF ACKNOWLEDGEMENT REQUIRED FROM THAT BANK*] To: [ ] [*branch address*] For the attention of Chargor Registered Office Address for Service [ ] [* date *] We refer to the debenture (the "DEBENTURE") dated on or around the date of this notice and Fax or Telex Number ------------------------------------------------------------------------------------------------------------ Remington Consumer Watermans House Chief Financial Officer Products Limited. Watermans Court Remington Consumer Products Limited Kingsbury Crescent Watermans House Xxx Causeway Watermans Court Staines Kingsbury Crescent Middlesex TW18 3BA Xxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx XX00 0XX Xxxxxxx Xxx Xx: ------------------------------------------------------------------------------------------------------------ SIGNATORIES TO THE SHARE CHARGE Chargor EXECUTED AS A DEED by made between ourselves (1) REMINGTON CONSUMER PRODUCTS LIMITED ) ) acting by: (Director) (Director) Security Agent SIGNED by ) FLEET CAPITAL CORPORATION ) ) (Authorised Officer) DATED REMINGTON PRODUCTS COMPANY L.L.C. and Foothill Capital Corporation (as the ChargorLender as defined in the Debenture) (2). We each hereby give you notice that pursuant to the Debenture we, with full title guarantee, have charged by way of first fixed charge to the Lender all our rights, title and FLEET CAPITAL CORPORATION interest in and to all sums which may at any time be standing to the credit of the accounts listed in the table below, which were opened by us in your books and any other accounts which we may open in your books (the "COLLECTION ACCOUNTS" and each one of them a "COLLECTION ACCOUNT"). COMPANY/ACCOUNT DESCRIPTION COLLECTION ACCOUNT NUMBER BANK SORT CODE --------------------------- ------------------------- -------------- In connection therewith and by way of security for the Secured Sums (as defined in its capacity as Security Agentthe Debenture) ------------------------------- SHARE CHARGE ------------------------------- SHEARMAN & STERLING London [LOGO] TABLE OF CONTENTS Clause Page ------ ----we hereby irrevocably and unconditionally instruct and authorise you (notwithstanding any previous instructions whatsoever which we may have given you to the contrary):

Freedom of Choice. The submission to the jurisdiction of the courts referred to in Clause 23.2 (Submission to Jurisdiction) shall not (and shall not be construed so as to) limit the right of the Security Agent to take proceedings against the Chargor in the courts of any country in which the Chargor has assets or in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. THIS SHARE CHARGE has been executed by the Chargor as a Deed and signed by the Security Agent but shall only be treated as having been executed and delivered to take effect on the day and year first above written. THE FIRST SCHEDULE Securities Name of Chargor Description and Number of Securities held Remington Consumer 2 100 ordinary shares of IR(pound) the share capital of Remington US$1 each held by the Chargor in Products Limited Consumer Products (Ireland) Limited THE Palm Global Operations Limited. SECOND SCHEDULE The address of the Chargor ------------------------------------------------------------------------------------------------------------ Name for service of Chargor Registered Office Address for Service and notice is 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, XX00 0XX Fax or Telex Number ------------------------------------------------------------------------------------------------------------ Remington Consumer Watermans House Chief Financial Officer Products Limited. Watermans Court Remington Consumer Products Limited Kingsbury Crescent Watermans House Xxx Causeway Watermans Court Staines Kingsbury Crescent Middlesex TW18 3BA Xxx Xxxxxxxx number: (00) 000 000 0000 For the attention of the Legal Department With a copy to: Palm Inc. 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx XX00 0XX XX00000 Xxxxx Xxxxx XX00000 Fax number: 000 000 000 0000 For the attention of the General Counsel CHARGOR PRESENT when the Common Seal of ) PALM IRELAND INVESTMENT ) (pursuant to a resolution of its board of ) /s/ Xxxx Xxxxxx directors) was affixed hereto: ) -------------------------- (Directorr) /s/ Xxxxxxx Xxx Xx: ------------------------------------------------------------------------------------------------------------ SIGNATORIES TO THE SHARE CHARGE Chargor EXECUTED AS A DEED by ) REMINGTON CONSUMER PRODUCTS LIMITED ) ) acting by: Xx -------------------------- (Director/Secretary) (Director) Security Agent AGENT SIGNED by ) FLEET for and on behalf of ) FOOTHILL CAPITAL ) CORPORATION as Agent ) ) /s/ Xxxx Xxxxxx -------------------------- (Authorised Officer) DATED REMINGTON PRODUCTS COMPANY L.L.C. (as the Chargor) and FLEET CAPITAL CORPORATION (in its capacity as Security Agent) ------------------------------- SHARE CHARGE ------------------------------- SHEARMAN & STERLING London [LOGO] TABLE OF CONTENTS Clause Page ------ ----)