Common use of Perfection and Priority of Liens Clause in Contracts

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreements, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings and tax and judgment liens in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect and each other jurisdiction reasonably required by the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that disclosing no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property United States registered intellectual property of each Loan Party in the appropriate governmental offices;, disclosing no Liens other than (A) Permitted Liens and (B) Liens to be released on the Initial Borrowing Date; and (viv) duly executed notices of grant of security interest in substantially the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property United States registered intellectual property of the Loan Parties; ; provided that, to the extent any Collateral is not or cannot be provided and/or perfected on the Initial Borrowing Date (vii) subject to Section 7.21, other than the pledge and perfection of the security interests in the case Equity Interests of any personal property Collateral located at a premises leased by a Loan Partythe Parent’s material, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; wholly owned Domestic Subsidiaries (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note except with respect to certificated Equity Interests in the obligations under the Intercompany Irish Credit FacilityTarget and its Subsidiaries, together which shall be delivered with a duly executed in blank allongeand undated stock powers attached thereto not later than 2 Business Days after the Initial Borrowing Date) and assets with respect to which a lien may be perfected by the filing of a UCC financing statement) after the Loan Parties’ use of commercially reasonable efforts to do so, then the delivery of such Collateral and/or the perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Comdata Facilities on the Initial Borrowing Date but instead shall be delivered and/or perfected within thirty (30) days after the Initial Borrowing Date (or such longer period as the Administrative Agent agrees in its sole discretion).

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings, PPSA filings or Bank Act (Canada) filings (or the equivalent) in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) PPSA financing statements filed under the PPSA for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the U.S. Pledge AgreementsAgreement or the Parent Pledge Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens Xxxxx on, the Intellectual Property IP Rights of each Loan Party in the appropriate governmental officesoffices in Canada and the United States; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement Collateral Documents as are necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property IP Rights of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent[reserved]; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16[reserved]; and (ix) a duly executed promissory note with respect to the obligations under extent required to be delivered pursuant to the Intercompany Irish Credit Facilityterms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with a duly executed allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in blank allongethe Collateral.

Perfection and Priority of Liens. Receipt by the Administrative Agent on or prior to the Funding Date of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements Agreement exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property of each Loan Party in the appropriate governmental offices; (vi) duly xxxx executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent;; and (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings (or the equivalent) in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements (or the equivalent) on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC Uniform Commercial Code (or the equivalent) financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralCollateral and filings of the particulars of the relevant charges with the Registrar of Corporate Affairs in the British Virgin Islands in accordance with Section 163 of the BVI Business Companies Act, 2004; (iii) (A) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to any Pledge Agreement or any Security Agreement other than the Pledge AgreementsCosta Rican Security Trust Agreement, together with duly executed in blank and undated stock powers attached thereto and (or equivalent documents B) all certificates evidencing the delivery of any share certificates of any Costa Rican Loan Party to the Trustee pursuant to the Costa Rican Security Trust Agreement, together with the entries in any applicable jurisdiction) each such Costa Rican Loan Party’s Shareholders Registry Book and other customary deliverables in connection with security over Equity Interests attached theretoShareholders Meeting Minutes Book regarding the transfer of said secured shares to the Trustee; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property Business IP Rights of each the Loan Party Parties in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the applicable Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property Business IP Rights of the Loan Parties; (vi) such Qualifying Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.18; (vii) subject to Section 7.21the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and (viii) in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings (or its equivalent) in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where there are at least 50 ATMs or 600 photocopiers or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements (or equivalent filings, including PPSA registrations) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsCollateral Documents, together with duly executed in blank and blank, undated stock powers or blank stock transfer forms attached thereto (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection unless, with security over respect to the pledged Equity Interests attached theretoof any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement or any other applicable Collateral Document as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties;; and (viivi) subject to Section 7.21, in the case of any personal property Collateral located at a premises material distribution center that is leased by a Loan Party, such Collateral Access Agreements estoppel letters, consents, access agreement and/or waivers from the landlords on such real property as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall Agent and be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allongeobtained by Borrowers using commercially reasonable efforts.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Domestic Loan Party or where a filing would need to be made in order to perfect Party, and each other jurisdiction deemed appropriate by the Administrative Agent’s security interest in the Collateral, Agent and copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralCollateral of each such Domestic Loan Party under the UCC of each applicable jurisdiction; (iii) to the extent not previously delivered to and in the possession of the Administrative Agent as of the Restatement Effective Date, all certificates evidencing any certificated Equity Interests Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached theretoorganization of such Person); (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Domestic Loan Party in the appropriate governmental offices; (viv) to the extent that the Administrative Agent’s security interest in the intellectual property constituting Collateral of any Domestic Loan Party is not perfected as of the Restatement Effective Date by filings with the United States Patent and Trademark Office or the United States Copyright Office, duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property constituting Collateral of the Domestic Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ixvi) a duly executed promissory note with respect to the obligations under extent that there shall be any Material Real Property as of the Intercompany Irish Credit FacilityRestatement Effective Date, together with if any such property is determined by the Administrative Agent to be in a duly executed in blank allongeflood zone, a flood notification form signed by the Company.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code or PPSA filings (or the equivalent) in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements (or the equivalent) on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens (and any Liens that will be released contemporaneously with the funding of the Term A Loans); (ii) UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) PPSA financing statements filed under the PPSA for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) (A) subject to Section 7.19(b), all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the any Pledge AgreementsAgreement or any Security Agreement, together with duly executed in blank and undated stock powers attached thereto and (or equivalent documents in any applicable jurisdictionB) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents copy, certified by a Responsible Officer of the issuer Parent as true and complete, of such shares save as otherwise agreed the Registry of Shareholders of the Parent maintained by the Administrative AgentParent, which indicates the holdings of the Parent’s Series A Preferred Shares; (v) searches of ownership of, and Liens on, the Intellectual Property IP Rights of each Loan Party in the appropriate governmental officesoffices in Israel, Canada and the United States; (vi) subject to Section 7.19(d), duly executed notices of grant of security interest in the form required by the applicable Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property IP Rights of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party7.19(c)(i), such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Qualifying Control Agreements as shall be necessary to cause the Loan Parties Borrowers to be in compliance with Section 7.168.19; and (ixviii) a duly executed promissory note with respect to the obligations under extent required to be delivered pursuant to the Intercompany Irish Credit Facilityterms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with a duly executed allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in blank allongethe Collateral.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings (or similar filings) in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements (or similar documents) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables share transfer forms attached thereto and, in connection with security over the pledge of 66% of the Equity Interests attached theretoof Concorda Insurance Company Limited, duly executed, undated director resignation letters for all directors (together with authorizations signed by each such director authorizing the Administrative Agent to date and deliver such resignation letters in an Event of Default) and an irrevocable proxy relating to all such Equity Interests; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices;; and (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the The Administrative Agent of (or its counsel) shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) results of lien searches of with respect to the Loan Parties and their respective Subsidiaries (including a search as to judgments, bankruptcy, tax and UCC matters) in each jurisdiction and filing office in which filings or recordations under applicable Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to other applicable law should be made in order to evidence or perfect the Administrative Agent’s a security interest in the Collateral, with respect to such matters along with copies of the financing statements on file referenced in such jurisdictions searches and, in each case, indicating that the assets of such Loan Party or such Subsidiary are free and evidence that no clear of all Liens exist (other than Permitted LiensLiens permitted hereunder); (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests and all other instruments pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) powers, allonges, pledge instructions and other customary deliverables in connection with security over Equity Interests acknowledgments, as appropriate, attached thereto; (iv) evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement have been taken (in a including, without limitation, duly executed short-form filings with the United States Patent and substance satisfactory Trademark Office and the United States Copyright Office, receipt of duly executed payoff letters and UCC-3 termination statements); and (v) certificates of insurance listing the Administrative Agent as (A) lender loss payee for the property casualty insurance policies of the Borrower and the Subsidiary Guarantors, together with separate lender loss payable endorsements and (B) additional insured with respect to the Administrative Agent) that no restrictions liability insurance of the Borrower and the Subsidiary Guarantors, together with separate additional insured endorsements. Notwithstanding anything to the contrary in this clause (f), to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the transfer Effective Date (other than the pledge and perfection of the security interests (1) in the certificated Equity Interests of any shares which are charged pursuant Domestic Subsidiaries of the Borrower (to the Pledge Agreements exist extent required by the Loan Documents), (2) in other assets with respect to which a Lien may be perfected by the Organization Documents filing of a financing statement under the Uniform Commercial Code) and (3) short-form filings with the United States Patent and Trademark Office or United States Copyright Office) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the issuer of credit facility evidenced by this Agreement on the Effective Date, but instead shall be required to be delivered within sixty (60) days after the Effective Date, subject to such shares save extensions as otherwise are reasonably agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, pursuant to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (vii) subject arrangements to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required mutually agreed by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause Agent and the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allongeBorrower acting reasonably).

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties; (viivi) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased certificate signed by a Responsible Officer of each Loan Party, such Collateral Access Agreements Party certifying the accuracy and completeness of a list of the Proprietary Software and Proprietary Databases of the Borrower and its Subsidiaries which are material to the business of the Borrower and its Subsidiaries taken as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16a whole; and (ixvii) a duly executed promissory note with respect to certificate signed by a Responsible Officer of each Loan Party certifying the obligations under accuracy and completeness in all material respects of an attached electronic list of all Domain Names owned by the Intercompany Irish Credit Facility, together with a duly executed in blank allongeLoan Parties as of the Funding Date.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices;; and (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties. (vi) fully executed and notarized Mortgages encumbering the fee interest of any Loan Party in each of the real properties designated as a Mortgaged Property on Schedule 6.20(a); (vii) subject maps or plats of an as-built survey of the sites of the Mortgaged Properties (other than the Pennsylvania Property) certified to the Administrative Agent and the title insurance company issuing the policies referred to in Section 7.215.01(g)(ix) in a manner reasonably satisfactory to each of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the case applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the National Society of any personal property Collateral located at a premises leased by a Loan PartyProfessional Surveyors in 2005 with items 1, such Collateral Access Agreements as may be reasonably required by 2, 3, 4, 6, 7a, 7b1, 8, 9, 10, 11a, 13, 16, 17 and 18 from Table A thereof completed (it being understood that delivery of the as-built survey delivered in connection with the Existing Credit Agreement, together with the title company’s omission of the standard printed survey exception from the Administrative Agent’s title insurance policy with respect to the Mortgaged Property for which such survey applies, shall satisfy the requirements of this subclause (viii); (viii) such Deposit Account Control Agreements as ALTA mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgages creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall be necessary to cause the Loan Parties to otherwise be in compliance with Section 7.16form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent; and (ix) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a duly executed promissory note with respect “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the obligations under fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the Intercompany Irish Credit Facility, together with a duly executed community in blank allongewhich each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders.

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) results of searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Note Party or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions jurisdictions, and evidence that no Liens exist other than Permitted LiensLiens reasonably satisfactory to the Purchasers; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s first priority security interest in the Collateral, in form and substance reasonably satisfactory to the Collateral Agent; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Collateral Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer results of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property IP Rights of each Loan Note Party in the appropriate United States governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property IP Rights of the Loan Note Parties. (vi) duly executed consent of each of (A) the Norwegian Guarantor to the pledge and potential future assignment of all of its right, title and interest in, to and under the Intercompany License Agreement to the Collateral Agent for the benefit of the Purchasers and the other Secured Parties and (B) the Issuer to the pledge and potential future assignment of all of its right, title and interest in, to and under the Intercompany License Agreement to the Collateral Agent for the benefit of the Purchasers and the other Secured Parties, in each case in form and substance reasonably satisfactory to the Collateral Agent; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent[Reserved]; (viii) such Deposit Account Control Agreements as the Norwegian Security Documents shall be necessary have been duly executed, and all notices, acknowledgements and registration forms required for the perfection of the first priority security interest thereunder shall have been duly executed and delivered to cause the Loan Parties Collateral Agent for filing on or immediately following the Closing Date, in form and substance reasonably satisfactory to be in compliance with Section 7.16the Collateral Agent; and (ix) a duly executed promissory note with respect such documents or evidence as are required to be delivered on the execution of the English Debenture pursuant to the obligations under English Debenture, including all documents required to be delivered pursuant to clause 8.1 (Deposit of title documents) , in form and substance reasonably satisfactory to the Intercompany Irish Credit Facility, together with a duly executed in blank allongeCollateral Agent.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code UCC filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens permitted hereunder; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (the deposit account control agreements referred to in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents Section 4.2 of the issuer of such shares save as otherwise agreed Security Agreement and duly executed by the Administrative Agentappropriate parties; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties;; and (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by evidence that all other action that the Administrative Agent; Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (viii) including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); provided that no such Deposit Account Control Agreements as waiver or consent agreement shall be necessary to cause required for any landlord or bailee if it cannot be obtained by the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.using commercially reasonable efforts;

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code and PPSA filings in the jurisdiction of formation formation, and each Canadian jurisdiction in which it owns assets or carries on business, of each Loan Note Party or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC and PPSA financing statements for each appropriate jurisdiction as is necessary, in the Administrative opinion of the Collateral Agent’s sole discretion, acting reasonably, to perfect the Administrative Collateral Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Collateral Agent pursuant to the Pledge AgreementsAgreement, including the Equity Interests of NewCo, HoldCo (other than the HoldCo Preferred Shares), AcquireCo and Innocutis, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests assignments attached thereto; (iv) evidence the AcquireCo Note, the NewCo Note and the ULC Note, together with duly executed in blank and undated note powers attached thereto; (v) securities control agreements in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer Collateral Agent in respect of any shares which are charged pursuant uncertificated Equity Interests (if any) pledged to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Collateral Agent; (vvi) searches of ownership of, and Liens on, the Intellectual Property IP Rights of each Loan Note Party in the appropriate governmental offices; (vivii) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s Purchasers’ sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property IP Rights of the Loan Note Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent;; and (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect consents as are necessary, in the opinion of the Collateral Agent, acting reasonably, to perfect the obligations under Collateral Agent’s security interest in the Intercompany Irish Credit Facility, together with a duly executed in blank allongeCollateral.

Perfection and Priority of Liens. Receipt by the The Administrative Agent of (or its counsel) shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) results of lien searches of with respect to the Loan Parties and their respective Subsidiaries (including a search as to judgments, bankruptcy, tax and UCC matters) in each jurisdiction and filing office in which filings or recordations under applicable Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to other applicable law should be made in order to evidence or perfect the Administrative Agent’s a security interest in the Collateral, with respect to such matters along with copies of the financing statements on file referenced in such jurisdictions searches and, in each case, indicating that the assets of such Loan Party or such Subsidiary are free and evidence that no clear of all Liens exist (other than Permitted LiensLiens permitted hereunder); (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) to the extent not previously delivered to the Administrative Agent, all certificates evidencing any certificated Equity Interests and all other instruments pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) powers, allonges, pledge instructions and other customary deliverables in connection with security over Equity Interests acknowledgments, as appropriate, attached thereto; (iv) evidence (in a form and substance satisfactory to that all other actions that the Administrative Agent) that no restrictions on Agent may deem necessary or desirable in order to perfect the transfer Liens created under the Security Agreement have been taken (including, without limitation, duly executed short-form filings with the United States Patent and Trademark Office and the United States Copyright Office, receipt of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agentduly executed payoff letters and UCC-3 termination statements); (v) searches certificates of ownership ofinsurance listing the Administrative Agent as (A) lender loss payee for the property casualty insurance policies of the Borrower and the Subsidiary Guarantors, together with separate lender loss payable endorsements and Liens on(B) additional insured with respect to the liability insurance of the Borrower and the Subsidiary Guarantors, the Intellectual Property of each Loan Party in the appropriate governmental offices;together with separate additional insured endorsements; and (vi) duly executed notices a reaffirmation agreement in respect of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased and Subsidiary Guaranty executed by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be and in compliance with Section 7.16; and (ix) a duly executed promissory note with respect form and substance reasonably satisfactory to the obligations under Administrative Agent (the Intercompany Irish Credit Facility, together with a duly executed in blank allonge“Reaffirmation Agreement”).

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Transaction Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC Uniform Commercial Code and Personal Property Securities Register financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests blank transfer forms attached thereto; (iv) evidence (each Title Document in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents respect of the issuer Collateral, which the parties hereto agree shall consist solely of such shares save as otherwise agreed by share certificates for all the Administrative Agentissued share capital of the Borrower, together with executed undated blank transfer forms for all shares; (v) a certified copy of the share register maintained by the Borrower and any Subsidiary of the Borrower in respect of all shares issued by it; (vi) satisfactory results of all searches, enquires and requisitions on the Administrative Agent’s behalf with respect to the Parent and the Borrower and the Collateral of the Parent and the Borrower, including all searches of the Personal Property Securities Register in respect of the Collateral and the Parent and the Borrower; (vii) searches of ownership of, and Liens on, the Intellectual Property IP Rights of each Loan Transaction Party in the appropriate governmental offices; (viviii) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property IP Rights of the Loan Transaction Parties; (viiix) subject to Section 7.21duly executed consents as are necessary, in the case of any personal property Collateral located at a premises leased by a Loan PartyAdministrative Agent’s sole discretion, such Collateral Access Agreements as may be reasonably required by to perfect the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause ’s security interest in the Loan Parties to be in compliance with Section 7.16Collateral; and (ixx) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit FacilityAccount Control Deeds and Deposit Account Control Agreements, together with a duly executed in blank allongeas required by Section 7.16.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties; (viivi) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased certificate signed by a Responsible Officer of each Loan Party, such Collateral Access Agreements Party certifying the accuracy and completeness of a list of the Proprietary Software and Proprietary Databases of the Borrower and its Subsidiaries which are material to the business of the Borrower and its Subsidiaries taken as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16a whole; and (ixvii) a duly executed promissory note with respect to certificate signed by a Responsible Officer of each Loan Party certifying the obligations under accuracy and completeness in all material respects of an attached electronic list of all Domain Names owned by the Intercompany Irish Credit Facility, together with a duly executed in blank allongeLoan Parties as of the Closing Date.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i1) searches of Uniform Commercial Code filings and tax and judgment liens in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect and each other jurisdiction reasonably required by the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that disclosing no Liens exist other than Permitted Liens; (ii2) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii3) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v4) searches of ownership of, and Liens Xxxxx on, the Intellectual Property United States registered intellectual property of each Loan Party in the appropriate governmental offices;, disclosing no Liens other than (A) Permitted Liens and (B) Liens to be released on the Initial Borrowing Date; and (vi5) duly executed notices of grant of security interest in substantially the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property United States registered intellectual property of the Loan Parties; ; provided that, to the extent any Collateral is not or cannot be provided and/or perfected on the Initial Borrowing Date (vii) subject to Section 7.21, other than the pledge and perfection of the security interests in the case Equity Interests of any personal property Collateral located at a premises leased by a Loan Partythe Parent’s material, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; wholly owned Domestic Subsidiaries (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note except with respect to certificated Equity Interests in the obligations under the Intercompany Irish Credit FacilityTarget and its Subsidiaries, together which shall be delivered with a duly executed in blank allongeand undated stock powers attached thereto not later than 2 Business Days after the Initial Borrowing Date) and assets with respect to which a lien may be perfected by the filing of a UCC financing statement) after the Loan Parties’ use of commercially reasonable efforts to do so, then the delivery of such Collateral and/or the perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Comdata Facilities on the Initial Borrowing Date but instead shall be delivered and/or perfected within thirty (30) days after the Initial Borrowing Date (or such longer period as the Administrative Agent agrees in its sole discretion).

Perfection and Priority of Liens. Receipt The following: (A) Account Control Agreements, as may be required by the Security Agreement; (B) proper financing statements in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party may deem necessary or where a filing would need to be made desirable in order to perfect the Administrative Agent’s security interest Liens created under the Security Agreement, covering the Collateral described in the CollateralSecurity Agreement; (C) completed requests for information, dated on or before the date hereof, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name the New Subsidiary as debtor, together with copies of the such other financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; statements; (iiD) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing representing any certificated Equity Interests required to be pledged to the Administrative Agent pursuant to the Pledge Agreements, together with duly executed in blank and terms of the Security Agreement accompanied by undated stock powers (or other transfers, stock transfer forms or the equivalent documents thereof) executed in blank and instruments evidencing any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory Indebtedness required to the Administrative Agent) that no restrictions on the transfer of any shares which are charged be pledged pursuant to the Pledge Agreements exist in the Organization Documents terms of the issuer of such shares save as otherwise agreed by the Administrative Agent; Security Agreement indorsed in blank; (vE) searches of ownership of, and Liens on, intellectual property of the Intellectual Property of each Loan Party New Subsidiary in the appropriate governmental offices; ; (viF) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties; New Subsidiary; (viiG) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by the New Subsidiary (excluding locations owned by a Domestic Loan PartyParty and leased to the New Subsidiary), such Collateral Access Agreements estoppel letters, consents and waivers from the landlords on such real property as may be reasonably required by the Administrative Agent; ; and (viiiH) such Deposit Account Control Agreements as shall be necessary to cause evidence of the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note completion of all other actions, recordings and filings of or with respect to the obligations under Security Agreement (including the Intercompany Irish Credit Facility, together with a duly executed payment of any recording or filing fees) that the Administrative Agent may deem necessary or desirable in blank allongeorder to perfect the Liens created thereby.

Perfection and Priority of Liens. Receipt by the Administrative Agent Lender of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent Lender pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Intellectual Property intellectual property of the Loan Parties; (viivi) subject with respect to Section 7.21, in the case all deposit accounts of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties maintained other than with the Lender (other than Excluded Accounts), duly executed control agreements in form and substance satisfactory to be in compliance with Section 7.16the Lender; and (ixvii) a duly executed promissory note landlord estoppel and waiver with respect to the obligations under Kentucky Premises, in form and substance satisfactory to the Intercompany Irish Credit FacilityLender, together with which such estoppel shall expressly subordinate the landlord’s security interest granted pursuant to the lease, a duly executed in blank allongecopy of which shall have been delivered to the Lender.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Credit Party or where in the United States a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) subject to Section 7.22, all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence subject to Section 7.22, each original promissory note (in a form and substance satisfactory to including, without limitation, the Administrative AgentHungarian Holdings Intercompany Notes) that no restrictions on the transfer of any shares which are charged pledged pursuant to the Pledge Agreements exist Security Agreement together with an undated allonge for each such promissory note duly executed in the Organization Documents of the issuer of such shares save as otherwise agreed blank by the Administrative Agentholder thereof; (v) searches of publicly available Intellectual Property records to confirm ownership of, and Liens on, the Intellectual Property of each Loan Credit Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Credit Parties; (vii) subject to Section 7.217.22, such Account Control Agreements as shall be necessary to cause the Credit Parties to be in compliance with Section 7.16; and (viii) subject to Section 7.22, in the case of any personal property Collateral located at a premises leased by a Loan Credit Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent on or prior to the Funding Date of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements Agreement exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens Xxxxx on, the Intellectual Property of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent;; and (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Credit Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property of each Loan Credit Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Credit Parties; (viivi) subject to Section 7.217.22, in the case of any personal property Collateral located at a premises leased by a Loan Credit Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent;; and (viiivii) subject to Section 7.22, such Deposit Account Control Agreements as shall be necessary to cause the Loan Credit Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property IP Rights of each Loan Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property IP Rights of the Loan Parties; (vi) such Qualifying Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 8.18; (vii) subject to Section 7.21the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and (viii) in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the The Administrative Agent of (or its counsel) shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) results of lien searches of with respect to the Loan Parties and their respective Subsidiaries (including a search as to judgments, bankruptcy, tax and UCC matters) in each jurisdiction and filing office in which filings or recordations under applicable Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to other applicable law should be made in order to evidence or perfect the Administrative Agent’s a security interest in the Collateral, with respect to such matters along with copies of the financing statements on file referenced in such jurisdictions searches and, in each case, indicating that the assets of such Loan Party or such Subsidiary are free and evidence that no clear of all Liens exist (other than Permitted LiensLiens permitted hereunder); (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) to the extent not previously delivered to the Administrative Agent, all certificates evidencing any certificated Equity Interests and all other instruments pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) powers, allonges, pledge instructions and other customary deliverables in connection with security over Equity Interests acknowledgments, as appropriate, attached thereto; (iv) evidence (in a form and substance satisfactory to that all other actions that the Administrative Agent) that no restrictions on Agent may deem necessary or desirable in order to perfect the transfer Liens created under the Security Agreement have been taken (including, without limitation, duly executed short-form filings with the United States Patent and Trademark Office and the United States Copyright Office, receipt of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agentduly executed payoff letters and UCC-3 termination statements); (v) searches certificates of ownership ofinsurance listing the Administrative Agent as (A) lender loss payee for the property casualty insurance policies of the Borrower and the Subsidiary Guarantors, and Liens on, (B) additional insured with respect to the Intellectual Property liability insurance of each Loan Party in the appropriate governmental offices;Borrower and the Subsidiary Guarantors; and (vi) duly executed notices a reaffirmation agreement in respect of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased and Subsidiary Guaranty executed by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be and in compliance with Section 7.16; and (ix) a duly executed promissory note with respect form and substance reasonably satisfactory to the obligations under Administrative Agent (the Intercompany Irish Credit Facility, together with a duly executed in blank allonge“Reaffirmation Agreement”).

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Credit Party or where in the United States a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) subject to Section 7.22, all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence subject to Section 7.22, each original promissory note (in a form and substance satisfactory to including, without limitation, the Administrative AgentHungarian Holdings Intercompany Notes) that no restrictions on the transfer of any shares which are charged pledged pursuant to the Pledge Agreements exist Security Agreement together with an undated allonge for each such promissory note duly executed in the Organization Documents of the issuer of such shares save as otherwise agreed blank by the Administrative Agentholder thereof; (v) searches of publicly available Intellectual Property records to confirm ownership of, and Liens on, the Intellectual Property of each Loan Credit Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Credit Parties; (vii) subject to Section 7.217.22, such Account Control Agreements as shall be necessary to cause the Credit Parties to be in compliance with Section 7.16; and (viii) subject to Section 7.22, in the case of any personal property Collateral located at a premises leased by a Loan Credit Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.. ​ ​

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) results of lien searches of with respect to each Loan Party (including a search as to judgments, bankruptcy, tax and UCC matters) in each jurisdiction and filing office in which filings or recordations under applicable Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to other applicable Law should be made in order to evidence or perfect the Administrative Agent’s a security interest in the Collateral, with respect to such matters along with copies of the financing statements on file referenced in such jurisdictions searches and, in each case, indicating that the assets of such Loan Party are free and evidence that no clear of all Liens exist (other than Permitted LiensLiens permitted hereunder); (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to that all other action that the Administrative Agent) Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); provided that no restrictions on the transfer of such waiver or consent agreement shall be required for any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed landlord or bailee if it cannot be obtained by the Administrative Agent;Loan Parties using commercially reasonable efforts; and (v) searches copies of ownership of, and Liens on, the Intellectual Property insurance policies or certificates of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property insurance of the Loan Parties; Parties evidencing insurance coverage meeting the requirements set forth in the Loan Documents, including appropriate endorsements to insurance policies naming the Administrative Agent as additional insured (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by liability insurance) or lender’s loss payee (in the Administrative Agent; (viiicase of hazard insurance) such Deposit Account Control Agreements as shall be necessary to cause on behalf of the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allongeLenders.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and blank, undated stock powers attached thereto (or equivalent documents unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached theretoits reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (viii) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices; (viiv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties;; and (viiv) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements estoppel letters, consents and waivers from the landlords on such real property as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) results of searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Note Party or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions jurisdictions, and evidence that no Liens exist other than Permitted LiensLiens reasonably satisfactory to the Purchasers; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s first priority security interest in the Collateral, in form and substance reasonably satisfactory to the Collateral Agent; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Collateral Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer results of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens Xxxxx on, the Intellectual Property IP Rights of each Loan Note Party in the appropriate United States governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property IP Rights of the Loan Note Parties. (vi) [Reserved]; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent[Reserved]; (viii) such Deposit Account Control Agreements as the Norwegian Security Documents shall be necessary have been duly executed, and all notices, acknowledgements and registration forms required for the perfection of the first priority security interest thereunder shall have been duly executed and delivered to cause the Loan Parties Collateral Agent for filing on or immediately following the Closing Date, in form and substance reasonably satisfactory to be in compliance with Section 7.16the Collateral Agent; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.[Reserved]

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) appropriate lien searches of Uniform Commercial Code filings in the jurisdiction of formation of with respect to each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the CollateralCredit Party, copies of the financing statements on file in such jurisdictions search results and evidence that no Liens exist other than Permitted Liens; (ii) searches of ownership of, and Liens on, intellectual property of each Credit Party in the appropriate governmental offices; (iii) UCC financing statements for each appropriate jurisdiction as is necessary or appropriate, in the Administrative Agent’s reasonable discretion, to perfect the security interests in the Collateral; (iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent or the Security Trustee pursuant to the Domestic Pledge Agreement or any Foreign Pledge Agreement required to be delivered on the Initial Funding Date, together with duly executed in blank, undated stock powers attached thereto (unless such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of incorporation of such Person); (v) with respect to the Foreign Borrower, a certified copy of the register of shareholders for such Person (A) evidencing that the Security Trustee has been registered as holder of the issued share capital of such Person as required under Section 7.13 pursuant to the applicable Foreign Pledge Agreement and (B) identifying the registered holders of all of the issued share capital of such Person immediately prior to such registry of the Security Trustee; (vi) with respect to each Foreign Security Agreement executed by the Foreign Borrower, a Form 410 duly completed and executed in respect thereof; and (vii) duly executed notices of grant of security interest as are necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreements, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents intellectual property of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Credit Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: : (i) searches of Uniform Commercial Code filings (or the equivalent) in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements (or the equivalent) on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; ; (ii) UCC Uniform Commercial Code (or the equivalent) financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;Collateral and filings of the particulars of the relevant charges with the Registrar of Corporate Affairs in 69 CHAR1\1707916v5 (iiiA) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to any Pledge Agreement or any Security Agreement other than the Pledge AgreementsCosta Rican Security Trust Agreement, together with duly executed in blank and undated stock powers attached thereto and (or equivalent documents in B) all certificates evidencing the delivery of any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory share certificates of any Costa Rican Loan Party to the Administrative Agent) that no restrictions on Trustee pursuant to the Costa Rican Security Trust Agreement, together with the entries in each such Costa Rican Loan Party’s Shareholders Registry Book and Shareholders Meeting Minutes Book regarding the transfer of any said secured shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; Trustee; (viv) searches of ownership of, and Liens on, the Intellectual Property Business IP Rights of each the Loan Party Parties in the appropriate governmental offices; ; (viv) duly executed notices of grant of security interest in the form required by the applicable Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property Business IP Rights of the Loan Parties; ; (vi) such Qualifying Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.18; (vii) subject to Section 7.21the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and (viii) in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property IP Rights of each Loan Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property IP Rights of the Loan Parties; (viivi) subject to Section 7.21, in the case of any personal property Collateral with an aggregate value in excess of $1,000,000 located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent, subject to Section 7.21; (viiivii) such Deposit Account Qualifying Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ixviii) a duly executed promissory note with respect to the obligations under extent required to be delivered pursuant to the Intercompany Irish Credit Facilityterms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with a duly executed allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in blank allongethe Collateral.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) domestic searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties; (viivi) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased certificate signed by a Responsible Officer of each Loan Party, such Collateral Access Agreements Party certifying the accuracy and completeness of a list of the Proprietary Software and Proprietary Databases which are material to the business of the Borrower and its Subsidiaries taken as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16a whole; and (ixvii) a duly executed promissory note with respect to certificate signed by a Responsible Officer of each Loan Party certifying the obligations under accuracy and completeness in all material respects of an attached electronic list of all Domain Names owned by the Intercompany Irish Credit Facility, together with a duly executed in blank allongeLoan Parties as of the Closing Date.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) results of lien searches of with respect to each Loan Party (including a search as to judgments, bankruptcy, tax and UCC matters) in each jurisdiction and filing office in which filings or recordations under applicable Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to other applicable Law should be made in order to evidence or perfect the Administrative Agent’s a security interest in the Collateral, with respect to such matters along with copies of the financing statements on file referenced in such jurisdictions searches and, in each case, indicating that the assets of such Loan Party are free and evidence that no clear of all Liens exist (other than Permitted LiensLiens permitted hereunder); (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to that all other action that the Administrative Agent) Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); provided that no restrictions on the transfer of such waiver or consent agreement shall be required for any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed landlord or bailee if it cannot be obtained by the Administrative Agent;Loan Parties using commercially reasonable efforts; and (v) searches copies of ownership of, and Liens on, the Intellectual Property insurance policies or certificates of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property insurance of the Loan Parties; Parties evidencing insurance coverage meeting the requirements set forth in the Loan Documents, including appropriate endorsements to insurance policies naming the Administrative Agent as additional insured (vii) subject to Section 7.21, in the case of liability insurance) or lender’s loss payee (in the case of hazard insurance) on behalf of the Lenders. Notwithstanding anything to the contrary in this clause (d), to the extent any personal property security interest in any Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as (other than security interests that may be reasonably perfected by (x) the filing of a financing statement under any applicable UCC, (y) the delivery of certificates evidencing the Equity Interests required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and pledged pursuant to the Collateral Documents and (ixz) a duly executed promissory note with respect to material Collateral that is intellectual property, the obligations under filing of short-form security agreements with the Intercompany Irish United States Patent and Trademark Office or the United States Copyright Office, as applicable) is not or cannot be perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, then the perfection of such security interests shall not constitute a condition precedent to the availability of the initial Credit FacilityExtensions on the Closing Date, together with a duly executed in blank allongebut instead shall be required to be perfected after the Closing Date pursuant to Section 6.19).

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings, PPSA filings or Bank Act (Canada) filings (or the equivalent) in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) PPSA financing statements filed under the PPSA for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the U.S. Pledge AgreementsAgreement or the Parent Pledge Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens Xxxxx on, the Intellectual Property IP Rights of each Loan Party in the appropriate governmental officesoffices in Canada and the United States; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement Collateral Documents as are necessary, in the Administrative Agent’s sole reasonable ​ discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property IP Rights of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent[reserved]; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16[reserved]; and (ix) a duly executed promissory note with respect to the obligations under extent required to be delivered pursuant to the Intercompany Irish Credit Facilityterms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with a duly executed allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in blank allongethe Collateral.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings the Account Control Agreements, in each case, as referred to in the jurisdiction Security Agreement and duly executed by the appropriate parties; (ii) proper financing statements in form appropriate for filing under the UCC of formation of each Loan Party all jurisdictions that the Administrative Agent may deem necessary or where a filing would need to be made desirable in order to perfect the Administrative Agent’s security interest Liens created under the Security Agreement, covering the Collateral described in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralSecurity Agreement; (iii) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (ii) above that name any Loan Party as debtor, together with copies of such other financing statements; (iv) certificates evidencing representing any certificated Equity Interests pledged to under the Administrative Agent pursuant to the Pledge Agreements, together with duly executed in blank and Security Agreement accompanied by undated stock powers (or other transfers, stock transfer forms or the equivalent documents thereof) executed in blank and instruments evidencing any applicable jurisdiction) and other customary deliverables Indebtedness pledged under the Security Agreement indorsed in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agentblank; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Domestic Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Domestic Loan Parties;; and (vii) subject to Section 7.21evidence of the completion of all other actions, in the case recordings and filings of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note or with respect to the obligations under Security Agreement (including the Intercompany Irish Credit Facility, together with a duly executed payment of any recording or filing fees) that the Administrative Agent may deem necessary or desirable in blank allongeorder to perfect the Liens created thereby.

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Note Party or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and and, where applicable, evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Collateral Agent pursuant to the U.S. Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property IP Rights of each Loan Note Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the U.S. Security Agreement as are necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property IP Rights of the Loan Note Parties; (viivi) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan PartyNote Party in the U.S., such U.S. Collateral Access Agreements as may be reasonably required by the Administrative Collateral Agent; (viiivii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16[reserved]; and (ixviii) a duly perfection actions, including, without limitation, searches, certificates, notices and any other items required pursuant to or reasonably requested in connection with the Dutch Security Documents to be executed promissory note with respect to on the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allongeClosing Date.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings and tax and judgment liens in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect and each other jurisdiction reasonably required by the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that disclosing no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property of each United States registered intellectual property xx xach Loan Party in the appropriate governmental offices;, disclosing no Liens other than (A) Permitted Liens and (B) Liens to be released on the Initial Borrowing Date; and (viv) duly executed notices of grant of security interest in substantially the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property United States registered intellectual property of the Loan Parties; ; provided that, to the extent any Collateral is not or cannot be provided and/or perfected on the Initial Borrowing Date (vii) subject to Section 7.21, other than the pledge and perfection of the security interests in the case Equity Interests of any personal property Collateral located at a premises leased by a Loan Partythe Parent’s material, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; wholly owned Domestic Subsidiaries (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note except with respect to certificated Equity Interests in the obligations under the Intercompany Irish Credit FacilityTarget and its Subsidiaries, together which shall be delivered with a duly executed in blank allongeand undated stock powers attached thereto not later than 2 Business Days after the Initial Borrowing Date) and assets with respect to which a lien may be perfected by the filing of a UCC financing statement) after the Loan Parties’ use of commercially reasonable efforts to do so, then the delivery of such Collateral and/or the perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Comdata Facilities on the Initial Borrowing Date but instead shall be delivered and/or perfected within thirty (30) days after the Initial Borrowing Date (or such longer period as the Administrative Agent agrees in its sole discretion).

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and blank, undated stock powers attached thereto (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection unless, with security over respect to the pledged Equity Interests attached theretoof any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties;; and (viivi) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements estoppel letters, consents and waivers from the landlords on such real property as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings filings, tax and judgment liens in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements or other liens on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens and Liens to be released substantially concurrently with the consummation of the Transaction; (ii) UCC financing statements for each appropriate jurisdiction as is necessaryexcept to the extent delivered to the Term Loan Administrative Agent pursuant to the Term Loan Documents and the Intercreditor Agreement, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests Capital Stock constituting “securities” under Article 8 of the Uniform Commercial Code pledged to the Administrative Collateral Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and blank, undated stock powers attached thereto (or equivalent documents unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Collateral Agent in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached theretoits reasonable discretion under the law of the jurisdiction of organization of such Person); (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (viii) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party (to the extent requested by the Administrative Agent or Collateral Agent) in the appropriate governmental offices; (viiv) duly executed notices of grant of security interest in the form required by the each Security Agreement as are necessary, in the Administrative Collateral Agent’s sole reasonable discretion, to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ixv) a duly executed promissory note with respect to the obligations UCC financing statements in appropriate form for filing under the Intercompany Irish Credit FacilityUCC and such other documents under applicable requirements of Law in each jurisdiction as may be necessary or appropriate or, together with a duly executed in blank allongethe opinion of the Collateral Agent, desirable to perfect the Liens created or purported to be created by the Collateral Documents.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property of each Loan Party in the appropriate governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties;. (viivi) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent;Agent (it being understood that no Collateral Access Agreement shall be required for the Borrower’s leased locations at 000 Xxxxxx Xxxxxx and 000 Xxxxxxx Xxxx Xxxx, in each case, in Waltham, Massachusetts; and (viiivii) subject to Section 7.21, such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings filings, tax and judgment liens in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements or other liens on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens and Liens to be released substantially concurrently with the consummation of the Transaction; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests Capital Stock constituting “securities” under Article 8 of the Uniform Commercial Code pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and blank, undated stock powers attached thereto (or equivalent documents unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached theretoits reasonable discretion under the law of the jurisdiction of organization of such Person); (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (viii) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party (to the extent requested by the Administrative Agent) in the appropriate governmental offices; (viiv) duly executed notices of grant of security interest in the form required by the each Security Agreement as are necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ixv) a duly executed promissory note with respect to the obligations UCC financing statements in appropriate form for filing under the Intercompany Irish Credit FacilityUCC and such other documents under applicable requirements of Law in each jurisdiction as may be necessary or appropriate or, together with a duly executed in blank allongethe opinion of the Administrative Agent, desirable to perfect the Liens created or purported to be created by the Collateral Documents.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) results of lien searches of with respect to each Loan Party (including a search as to judgments, bankruptcy, tax and UCC matters) in each jurisdiction and filing office in which filings or recordations under applicable Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to other applicable Law should be made in order to evidence or perfect the Administrative Agent’s a security interest in the Collateral, with respect to such matters along with copies of the financing statements on file referenced in such jurisdictions searches and, in each case, indicating that the assets of such Loan Party are free and evidence that no clear of all Liens exist (other than Permitted LiensLiens permitted hereunder); (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to that all other action that the Administrative Agent) Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); provided that no restrictions on the transfer of such waiver or consent agreement shall be required for any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed landlord or bailee if it cannot be obtained by the Administrative Agent;Loan Parties using commercially reasonable efforts; and (v) searches copies of ownership of, and Liens on, the Intellectual Property insurance policies or certificates of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property insurance of the Loan Parties; Parties evidencing insurance coverage meeting the requirements set forth in the Loan Documents, including appropriate endorsements to insurance policies naming the Administrative Agent as additional insured (vii) subject to Section 7.21, in the case of liability insurance) or lender’s loss payee (in the case of hazard insurance) on behalf of the Lenders. Notwithstanding anything to the contrary in this clause (d), to the extent any personal property security interest in any Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as (other than security interests that may be reasonably perfected by (x) the filing of a financing statement under any applicable UCC, (y) the delivery of certificates evidencing the Equity Interests required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and pledged pursuant to the Collateral Documents and (ixz) a duly executed promissory note with respect to material Collateral that is intellectual property, the obligations under filing of short-form security agreements with the Intercompany Irish United States Patent and Trademark Office or the United States Copyright Office, as applicable) is not or cannot be perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, then the perfection of such security interests shall not constitute a condition precedent to the availability of the initial Credit FacilityExtensions on the Closing Date, together with a duly executed in blank allonge.but instead shall be required to be perfected after the Closing Date pursuant to Section 6.19). 67072595_7

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings, PPSA filings or Bank Act (Canada) filings (or the equivalent) in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) PPSA financing statements filed under the PPSA for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the U.S. Pledge AgreementsAgreement or the Parent Pledge Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens Xxxxx on, the Intellectual Property IP Rights of each Loan Party in the appropriate governmental officesoffices in Canada and the United States; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement Collateral Documents as are necessary, in the Administrative Agent’s sole reasonable ​ ​ discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property IP Rights of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent[reserved]; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16[reserved]; and (ix) a duly executed promissory note with respect to the obligations under extent required to be delivered pursuant to the Intercompany Irish Credit Facilityterms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with a duly executed allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in blank allongethe Collateral.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) results of lien searches of with respect to each Loan Party (including a search as to judgments, bankruptcy, tax and UCC matters) in each jurisdiction and filing office in which filings or recordations under applicable Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to other applicable Law should be made in order to evidence or perfect the Administrative Agent’s a security interest in the Collateral, with respect to such matters along with copies of the financing statements on file referenced in such jurisdictions searches and, in each case, indicating that the assets of such Loan Party are free and evidence that no clear of all Liens exist (other than Permitted LiensLiens permitted hereunder); (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance reasonably satisfactory to the Administrative Agent) Agent that no restrictions on the transfer of any shares which are charged pursuant Borrower has used commercially reasonable efforts to obtain all the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed deposit account control agreements and securities account control agreements required by the Administrative AgentSecurity Agreement and, if applicable, copies of all such agreements duly executed by the appropriate parties; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental officesoffices and, in each case, indicating that the assets of such Loan Party are free and clear of all Liens (other than Liens permitted hereunder); (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect or evidence the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties; (vii) subject evidence that all other action that the Administrative Agent may deem necessary or desirable in order to Section 7.21perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); provided that no such waiver or consent agreement shall be required for any landlord or bailee if it cannot be obtained by the Loan Parties using commercially reasonable efforts; and (viii) copies of insurance policies or certificates of insurance of the Loan Parties evidencing insurance coverage meeting the requirements set forth in the Loan Documents, including appropriate endorsements to insurance policies naming the Administrative Agent as additional insured (in the case of liability insurance) or Lender’s loss payee (in the case of hazard insurance) on behalf of the Lenders. Notwithstanding anything to the contrary in this clause (e), to the extent any personal property security interest in any Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as (other than security interests that may be reasonably perfected by (x) the filing of a financing statement under any applicable UCC, (y) the delivery of certificates evidencing the Equity Interests required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and pledged pursuant to the Collateral Documents and (ixz) a duly executed promissory note with respect to material Collateral that is intellectual property, the obligations under filing of short-form security agreements with the Intercompany Irish United States Patent and Trademark Office or the United States Copyright Office, as applicable) is not or cannot be perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, then the perfection of such security interests shall not constitute a condition precedent to the availability of the initial Credit FacilityExtensions, together with a duly executed in blank allongebut instead shall be required to be delivered after the Closing Date pursuant to Section 6.20).

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Note Party or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Collateral Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property IP Rights of each Loan Note Party in the appropriate United States governmental offices; (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property IP Rights of the Loan Note Parties. (vi) [Reserved]; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent;[Reserved] (viii) such Deposit Account Control Agreements as The Norwegian Security Documents shall be necessary have been duly executed, and all notices, acknowledgements and registration forms required for the perfection of the security interest thereunder shall have been duly executed and delivered to cause the Loan Parties to be in compliance with Section 7.16Collateral Agent for filing on or immediately following the Closing Date; and (ix) a duly executed promissory note with respect Such documents or evidence as are required to be delivered on the execution of the English Debenture pursuant to the obligations under the Intercompany Irish Credit FacilityEnglish Debenture, together with a duly executed in blank allongeincluding all documents required to be delivered pursuant to clause 8.1 (Deposit of title documents).

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Domestic Loan Party or where a filing would need to be made in order to perfect Party, and each other jurisdiction deemed appropriate by the Administrative Agent’s security interest in the Collateral, Agent and copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralCollateral of each such Domestic Loan Party under the UCC of each applicable jurisdiction; (iii) to the extent not previously delivered to and in the possession of the Administrative Agent as of the Restatement Effective Date, all certificates evidencing any certificated Equity Interests Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached theretoorganization of such Person); (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens Xxxxx on, the Intellectual Property intellectual property of each Domestic Loan Party in the appropriate governmental offices; (viv) to the extent that the Administrative Agent’s security interest in the intellectual property constituting Collateral of any Domestic Loan Party is not perfected as of the Restatement Effective Date by filings with the United States Patent and Trademark Office or the United States Copyright Office, duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property constituting Collateral of the Domestic Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ixvi) a duly executed promissory note with respect to the obligations under extent that there shall be any Material Real Property as of the Intercompany Irish Credit FacilityRestatement Effective Date, together with if any such property is determined by the Administrative Agent to be in a duly executed in blank allongeflood zone, a flood notification form signed by the Company.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings the Account Control Agreements, in each case, as referred to in the jurisdiction Security Agreement and duly executed by the appropriate parties; (ii) proper financing statements in form appropriate for filing under the UCC of formation of each Loan Party all jurisdictions that the Administrative Agent may deem necessary or where a filing would need to be made desirable in order to perfect the Administrative Agent’s security interest Liens created under the Security Agreement, covering the Collateral described in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralSecurity Agreement; (iii) completed requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (ii) above that name any Loan Party as debtor, together with copies of such other financing statements; (iv) certificates evidencing representing any certificated Equity Interests pledged to under the Administrative Agent pursuant to the Pledge Agreements, together with duly executed in blank and Security Agreement accompanied by undated stock powers (or other transfers, stock transfer forms or the equivalent documents thereof) executed in blank and instruments evidencing any applicable jurisdiction) and other customary deliverables Indebtedness pledged under the Security Agreement indorsed in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agentblank; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Domestic Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Domestic Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Domestic Loan Party (excluding locations owned by a Domestic Loan Party and leased to another Domestic Loan Party), such Collateral Access Agreements estoppel letters, consents and waivers from the landlords on such real property as may be reasonably required by the Administrative Agent;; and (viii) such Deposit Account Control Agreements as shall be necessary to cause evidence of the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note completion of all other actions, recordings and filings of or with respect to the obligations under Security Agreement (including the Intercompany Irish Credit Facility, together with a duly executed payment of any recording or filing fees) that the Administrative Agent may deem necessary or desirable in blank allongeorder to perfect the Liens created thereby.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in each case, in proper form and substance reasonably satisfactory to the Administrative Agentfor filing: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements and intellectual property filings for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iiiii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsSecurity Agreement, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ixiii) a evidence that all other action that the Administrative Agent may deem reasonably necessary in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed promissory note with respect payoff letters and UCC-3 termination statements). Notwithstanding anything to the obligations contrary in this clause (d), to the extent any security interest in any Collateral (other than security interests that may be perfected by (x) the filing of a financing statement under any applicable UCC and (y) the Intercompany Irish delivery of certificates evidencing the Equity Interests required to be pledged pursuant to the Collateral Documents; provided that certificates evidencing the Equity Interests of the Acquired Company and its Subsidiaries shall only be required to be delivered on the Closing Date if actually received by the Borrower from the seller on or prior to the Closing Date, after the Borrower’s use of commercially reasonable efforts) is not or cannot be perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, then the perfection of such security interests shall not constitute a condition precedent to the availability of the initial Credit FacilityExtensions on the Closing Date, together with a duly executed in blank allongebut instead shall be required to be perfected after the Closing Date pursuant to Section 6.19).

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers (attached thereto or equivalent documents with respect to any certificated foreign Equity Interests which are not practicable to deliver on the Closing Date, an agreement by the Borrower to deliver such certificates, together with duly executed in blank and updated stock powers attached thereto, as promptly as practicable, and in any applicable jurisdictionevent, within forty-five (45) and other customary deliverables in connection with security over Equity Interests attached theretodays after the Closing Date; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property intellectual property of each Loan Party in the appropriate governmental offices;; and (viv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property intellectual property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect as reasonably requested by the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements in form appropriate for filing for each appropriate jurisdiction as is necessary, in that the Administrative Agent’s sole discretion, Agent deems reasonably necessary to perfect the Administrative Agent’s security interest in the Collateral;Collateral described in the Security Agreement and in the Pledge Agreement that can be perfected by filing a UCC financing statement; and (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementsAgreement, together with duly executed in blank and undated stock powers or instruments of transfer attached thereto; provided, that, it is understood that (i) other than with respect to any Collateral consisting of assets of the Borrower, Matrix or equivalent documents in any applicable jurisdictiontheir respective Subsidiaries which are required to become Guarantors for which a security interest can be perfected by filing a Uniform Commercial Code financing statement (the “UCC Filing Collateral”) and other customary deliverables in connection with security over Collateral consisting of stock certificates representing Equity Interests attached thereto; (iv) evidence of the Borrower’s Domestic Subsidiaries after giving effect to the Matrix Acquisition and the transactions contemplated by the Amended Credit Agreement (in a form and substance satisfactory each case to the Administrative Agentextent certificated) that no restrictions on the transfer of any shares which are charged required to be delivered as Collateral pursuant to the Pledge Agreements exist in Loan Documents (the Organization Documents “Possessory Collateral”), to the extent any Collateral of any of the issuer Borrower, Matrix or any of their respective Subsidiaries that is a Borrower or a Guarantor cannot be delivered, or a security interest therein cannot be perfected, on the Matrix Closing Date after the Borrower using commercially reasonable efforts to do so and without undue burden or expense, the delivery of, or perfection of a security interest in, such shares save Collateral shall not constitute a condition precedent to the availability of the Loans on the Matrix Closing Date, but such Collateral shall instead be required to be delivered, or a security interest therein perfected, after the Matrix Closing Date (and in any event, no later than ninety (90) days after the Matrix Closing Date (as otherwise extended by the Administrative Agent in its reasonable discretion) pursuant to arrangements to be mutually agreed by the Administrative Agent; parties hereto, (vii) searches with respect to perfection of ownership of, and Liens onsecurity interests in the UCC Filing Collateral, the Intellectual Property of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative AgentBorrower’s sole discretion, to perfect obligation on the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as Matrix Closing Date shall be necessary to deliver, or cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note delivered, necessary Uniform Commercial Code financing statements with respect to the obligations under Borrower, Matrix and their respective Subsidiaries that are required to become a Borrower or a Guarantor and (iii) with respect to perfection of security interests in the Intercompany Irish Credit FacilityPossessory Collateral, the Borrower’s sole obligation on the Matrix Closing Date shall be to deliver to the Administrative Agent the Possessory Collateral together with a duly undated powers executed in blank allongeblank.