Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, # evidence that Administrative Agent has valid and perfected security interests in and liens upon all purchased assets to the extent such assets constitute Collateral hereunder, # UCC financing statements (or other similar registrations required in any foreign jurisdiction), # all Collateral Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons which Administrative Agent may reasonably deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, # the agreement of the seller consenting to the collateral assignment by the Borrower or Guarantor purchasing such assets of all rights and remedies and claims for damages of such Borrower or Guarantor relating to the Collateral under the agreements, documents and instruments relating to such acquisition and # such other agreements, documents and instruments as Administrative Agent may request in connection therewith,

SECTION #Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing a UCC financing statement in the Loan Parties’ applicable jurisdiction of organization, such Liens will constitute perfected and continuing Liens on the Collateral in which a security interest can be perfected by filing a UCC financing statement, securing the Secured Obligations, and having priority over all other Liens on the Collateral except in the case of # Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent shall have received, in formpursuant to any applicable law or agreement, and substance satisfactory# Liens perfected only by possession (including possession of any certificate of title), to Administrative Agent, # evidence thatthe extent the Administrative Agent has valid and perfected security interests in and liens upon all purchased assets to the extent such assets constitute Collateral hereunder, # UCC financing statements (or other similar registrations required in any foreign jurisdiction), # all Collateral Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons which Administrative Agent may reasonably deem necessarynot obtained or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, # the agreement of the seller consenting to the collateral assignment by the Borrower or Guarantor purchasing such assets of all rights and remedies and claims for damagesdoes not maintain possession of such Borrower or Guarantor relating to the Collateral under the agreements, documents and instruments relating to such acquisition and # such other agreements, documents and instruments as Administrative Agent may request in connection therewith,Collateral.

the Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, # evidence that Administrative Agent has valid and perfected security interests in and liens upon all purchased assets to the extent such assets constitute Collateral hereunder, #received UCC financing statements (orin appropriate form for filing under the UCC and such other similar registrations required in any foreign jurisdiction), # all Collateral Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons whichdocuments reasonably requested by the Administrative Agent as may reasonably deembe necessary or desirableappropriate or, in order to permit, protect and perfect its security interests in and liens upon the assets purchased, # the agreementopinion of the seller consentingAdministrative Agent, desirable to perfect the collateral assignmentLiens created or purported to be created by the Borrower or Guarantor purchasing such assets of all rightsCollateral Documents; and remedies and claims for damages of such Borrower or Guarantor relating to the Collateral under the agreements, documents and instruments relating to such acquisition and # such other agreements, documents and instruments as Administrative Agent may request in connection therewith,

the Security Agreement and the other Collateral Documents, each in form and content satisfactory to the Administrative Agent shall have received, in formbeen duly executed by the applicable Loan Parties and substance satisfactorysuch documents shall have been delivered to Administrative Agent, # evidence thatthe Administrative Agent has valid and perfected security interestsshall be in full force and liens upon all purchased assets to the extent such assets constitute Collateral hereunder, #effect and each document (including each UCC financing statements (or other similar registrationsstatement and amendments and continuations thereof required in any foreign jurisdiction), # all Collateral Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons whichby law or reasonably requested by the Administrative Agent may reasonably deem necessaryto be filed, registered or desirablerecorded in order to permit, protectcreate in favor of the Administrative Agent for the benefit of the Secured Parties, upon filing, recording or possession by the Administrative Agent, as the case may be, a valid, legal and perfect itsperfected first-priority security interestsinterest in and lien on the Collateral described in the Collateral Documents, free of all liens upon the assets purchased, # the agreement of the seller consentingor encumbrances (except Permitted Encumbrances), shall have been delivered to the collateral assignment byAdministrative Agent; Borrower shall also deliver or cause to be delivered the Borrowercertificates (with undated stock powers executed in blank) for all shares of stock or Guarantor purchasing such assets of all rights and remedies and claims for damages of such Borrower or Guarantor relatingother equity interests pledged to the Collateral under the agreements, documents and instruments relating to such acquisition and # such other agreements, documents and instruments as Administrative Agent may request in connection therewith,for the benefit of Lenders pursuant to the Pledge Agreement;

Filings and Recordings. The Administrative Agent shall have received,received all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in formthe Collateral (to the extent required under the Collateral Agreement) and substancethe Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent, # evidence thatthe Administrative Agent hasthat upon such filings and recordations such security interests constitute valid and perfected security interests in and liens upon all purchased assetsfirst priority Liens thereon (subject to the extent such assets constitute Collateral hereunder, # UCC financing statements (or other similar registrations required in any foreign jurisdiction), # all Collateral Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons which Administrative Agent may reasonably deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, # the agreement of the seller consenting to the collateral assignment by the Borrower or Guarantor purchasing such assets of all rights and remedies and claims for damages of such Borrower or Guarantor relating to the Collateral under the agreements, documents and instruments relating to such acquisition and # such other agreements, documents and instruments as Administrative Agent may request in connection therewith,Permitted Liens).

When Collateral (to the extent such Collateral constitutes an instrument or certificated security under the applicable UCC) is delivered to the Administrative Agent and financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC, the Administrative Agent shall have received, in forma fully perfected Lien on, and substance satisfactory to Administrative Agent, # evidence that Administrative Agent has validsecurity interest in, all right, title and perfected security interests in and liens upon all purchased assets to the extent such assets constitute Collateral hereunder, # UCC financing statements (or other similar registrations required in any foreign jurisdiction), # all Collateral Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons which Administrative Agent may reasonably deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, # the agreementinterest of the seller consentingpledgors thereunder in such Collateral, in each case prior in right to any other Lien, other than the collateral assignment by the Borrower or Guarantor purchasing such assetsPermitted Liens that have priority as matter of all rights and remedies and claims for damages of such Borrower or Guarantor relating to the Collateral under the agreements, documents and instruments relating to such acquisition and # such other agreements, documents and instruments as Administrative Agent may request in connection therewith,Legal Requirement.

The Borrowers will grant to the Administrative AgentAgent, for the benefit of the Secured Parties, security interests in such of its assets and properties as are not covered by the Collateral Documents in order that the Borrowers be in compliance with the Collateral Requirement. Such security interests shall have received,# be granted pursuant to documentation reasonably satisfactory in form and substance satisfactory to Administrative Agent, # evidence thatthe Administrative Agent hasand # constitute valid and enforceable perfected security interests insuperior to and liens upon all purchased assetsprior to the extentrights of all third Persons, and subject to no other Liens, except Liens permitted by [Section 7.1]. Such additional collateral documents and the other instruments related thereto shall have been duly recorded or filed in such assets constitutemanner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to such additional Collateral hereunder, # UCC financing statements (or other similar registrations required in any foreign jurisdiction), #Documents and all Collateral Access Agreementstaxes, fees and other consents, waivers, acknowledgments and other agreements from third persons which Administrative Agent may reasonably deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, # the agreement of the seller consenting to the collateral assignment by the Borrower or Guarantor purchasing such assets of all rights and remedies and claims for damages of such Borrower or Guarantor relating to the Collateral under the agreements, documents and instruments relating to such acquisition and # such other agreements, documents and instruments as Administrative Agent may requestcharges payable in connection therewith,therewith shall have been paid in full.