Filings and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).

Filings and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral (to the extent required under the Collateral Agreement) and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).

FilingsCreation and Recordings. The Administrative Agent shall have received all filings and recordations that arePerfection of Security Interests. All actions necessary to perfectestablish that the Collateral Agent will have a perfected first priority security interests of the Administrative Agent, on behalf of the Secured Parties,interest (subject to Permitted Liens) in the Collateral andunder the Administrative AgentLoan Documents shall have received evidence reasonably satisfactorybeen taken (including, without limitation, the execution and delivery to the Administrative Agent that upon such filingsof all documents and recordationsinstruments (if applicable, in proper form for filing) required to establish such security interests constitute valid and perfected first priority Liens thereon (subjectinterests), in each case, to Permitted Liens).the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date.

FilingsAdministrative Agent, for the benefit of itself and Recordings. Thethe other Secured Parties, shall hold perfected, first priority (subject to the permitted liens set forth in [Sections 9.8(b), 9.8(c), 9.8(d), 9.8(e), 9.8(f), 9.8(g), 9.8(h), 9.8(i), 9.8(j), 9.8(m) and 9.8(o)])])])])])])])])])])] to the extent such liens may have priority under applicable law), security interests in and liens upon the Collateral, and Administrative Agent shall have received all filings and recordations that are necessary to perfect the security interestssuch evidence of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidenceforegoing as it reasonably satisfactoryrequires, except, that, to the Administrative Agent that upon such filings and recordations suchextent any Collateral (including the creation or perfection of any security interests constitute valid and perfected first priority Liens thereon (subjectinterest therein) is not or cannot be provided on the Effective Date after the use of commercially reasonable efforts by Parent to Permitted Liens).do so, without undue burden or expense, then the

Filings and Recordings. TheAll actions necessary to establish that the Administrative Agent shallwill have received all filings and recordations that are necessarya perfected first priority security interest (subject to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties,Liens permitted under [Section 7.01]) in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactorybeen taken under the Closing Security Documents, in each case, to the Administrative Agent that uponextent such filings and recordations suchCollateral (including the creation or perfection of any security interests constitute valid and perfected first priority Liens thereon (subjectinterest) is required to Permitted Liens).be provided on the Closing Date hereunder.

Filings and Recordings. The Administrative Agent shall have received all filings and recordations thatprovisions of the Security Agreement are necessaryeffective to perfect the security interestscreate in favor of the Administrative Agent, on behalffor the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the Collateral andoffices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of # Permitted Liens, to the extent any such Permitted Liens would have received evidence reasonably satisfactory topriority over the Liens in favor of the Administrative Agent that uponpursuant to any applicable Requirement of Law and # Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).Collateral.

Filingssubject to [clause (e) above], Administrative Agent, for the benefit of itself and Recordings. The Administrative Agentthe other Secured Parties, shall have received all filingssuch documentation as is necessary to, upon filing, recording or registration, hold first priority (subject to the permitted liens set forth in [Sections 9.8(b), 9.8(c), 9.8(d), 9.8(e), 9.8(f), 9.8(g), 9.8(h), 9.8(i), 9.8(j), 9.8(m) and recordations that are necessary9.8(o)])])])])])])])])])])] to perfect the extent such liens may have priority under applicable law), perfected security interests ofin and liens upon the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).Collateral;

FilingsPerfection. Evidence that all actions, recordings and Recordings. Thefilings that Administrative Agent shall have received all filings and recordations that aremay deem necessary or desirable in order to perfect the security interestsLiens created under the Security Documents have been taken (including, without limitation, # proper financing statements in form appropriate for filing under the Uniform Commercial Code of theall jurisdictions that Administrative Agent may deem necessary or desirable, # delivery of any certificates and instruments representing any securities constituting Collateral accompanied by undated stock powers or instruments of transfer executed in blank, and # execution and delivery of account control agreements, in form and substance satisfactory to Administrative Agent, on behalf of the Secured Parties, in the Collateral and the with respect to any deposit accounts maintained with any bank or financial institution other than [[Administrative Agent shall have received evidence reasonably satisfactoryAgent:Organization]] or any Affiliate thereof pursuant to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).Section 7.12);

FilingsPerfection. Evidence that all actions, recordings and Recordings. Thefilings that Administrative Agent shall have received all filings and recordations that aremay deem necessary or desirable in order to perfect the security interestsLiens created under the Security Documents have been taken (including, without limitation, # proper financing statements in form appropriate for filing under the Uniform Commercial Code of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and theall jurisdictions that Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filingsmay deem necessary or desirable, # delivery of any certificates and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).instruments representing any securities constituting Collateral accompanied by undated stock