NO OTHER LIENS
EXCEPT PERMITTED LIENS.
THE ADDITIONAL SECURITY DOCUMENTS AND OTHER INSTRUMENTS
RELATED THERETO SHALL BE DULY RECORDED OR FILED IN SUCH MANNER AND IN SUCH
PLACES AND AT SUCH TIMES AS ARE REQUIRED BY LAW TO ESTABLISH, PERFECT, PRESERVE
AND PROTECT THE LIENS, IN FAVOR OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF
THE LENDERS, REQUIRED TO BE GRANTED PURSUANT TO THE ADDITIONAL SECURITY DOCUMENT
AND, ALL TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION THEREWITH SHALL BE
PAID IN FULL BY THE BORROWER OR ITS SUBSIDIARIES.
AT THE TIME OF THE EXECUTION
AND DELIVERY OF THE ADDITIONAL SECURITY DOCUMENTS, THE BORROWER SHALL CAUSE TO
BE DELIVERED TO THE ADMINISTRATIVE AGENT SUCH AGREEMENTS, OPINIONS OF COUNSEL
AND OTHER RELATED DOCUMENTS AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT OR THE REQUIRED LENDERS TO ASSURE THEMSELVES THAT THIS SECTION 7.11 HAS
BEEN COMPLIED WITH.
7.12
End of Fiscal Years; Fiscal Quarters
The Borrower will, and will cause each of its Subsidiaries' annual accounting
periods to end on December 31 of each year (each a "Fiscal Year", with quarterly
accounting periods ending on March 31, June 30, September 30, December 31 of
each Fiscal Year (each a "Fiscal Quarter"), unless otherwise required by
applicable law.
7.13
Foreign Subsidiaries Security
(A)
THE BORROWER WILL CAUSE EACH OF ITS
SUBSIDIARIES THAT IS A PARTY TO A FOREIGN INTERCOMPANY LOAN DOCUMENT TO COMPLY
AT ALL TIMES WITH ALL OF ITS OBLIGATIONS UNDER THAT FOREIGN INTERCOMPANY LOAN
DOCUMENT, AND EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, WILL NOT PERMIT ANY SUCH
SUBSIDIARY TO AMEND THE TERMS OF OR ASSIGN OR TRANSFER (EXCEPT, OTHER THAN IN
THE CASE OF UK HOLDCO 1, TO THE EXTENT SUCH INDEBTEDNESS WOULD REMAIN PERMITTED
INDEBTEDNESS PURSUANT TO SECTION 8.2 HEREOF), ANY OF ITS RIGHTS AND/OR
OBLIGATIONS UNDER, OR GRANT ANY WAIVER OR RELEASE IN RESPECT OF, THE OBLIGATIONS
OF ANY PERSON UNDER, THAT FOREIGN INTERCOMPANY LOAN
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Document or agree to terminate that Foreign Intercompany Loan Document except
(other than in the case of UK Holdco 1) as permitted pursuant to Section 8.7(j)
or in connection with the sale or other transfer of the assets of a Foreign
Subsidiary permitted pursuant to Section 8.3.
(B)
WITHIN 45 DAYS (UNLESS OTHERWISE EXTENDED AT
THE DISCRETION OF THE ADMINISTRATIVE AGENT) AFTER THE CREATION OR ACQUISITION,
AFTER THE CLOSING DATE, OF ANY FOREIGN SUBSIDIARY, THE BORROWER WILL CAUSE SUCH
FOREIGN SUBSIDIARY TO TAKE ALL NECESSARY ACTION IN ORDER TO GRANT A LIEN ON ITS
ASSETS (INCLUDING, WITHOUT LIMITATION, CAPITAL STOCK) TO SECURE ITS OBLIGATIONS
UNDER FOREIGN INTERCOMPANY LOAN DOCUMENTS IN SUCH FORM, IF ANY, AS THE
ADMINISTRATIVE AGENT (SUBJECT TO COMPLIANCE WITH FOREIGN REQUIREMENTS OF LAW)
SHALL REASONABLY REQUIRE; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT SHALL
NOT REQUIRE A FOREIGN SUBSIDIARY ORGANIZED UNDER THE LAWS OF THE UNITED KINGDOM,
FRANCE, ITALY, SPAIN OR THE NETHERLANDS (EACH, A "CLOSING DATE COUNTRY") TO
EXECUTE ANY FOREIGN INTERCOMPANY LOAN DOCUMENT OTHER THAN WITH RESPECT TO THE
TYPE OF COLLATERAL THAT WAS PROVIDED FOR BY A