Filings. Proper financing statements, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filed and are in full force and effect.

Filings. Properduly authorized UCC financing statements, each in form appropriate for filing in each jurisdiction as may be necessary or,is necessary, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable lawAgent’s reasonable discretion, to perfect the Secured Parties’ security interest ofin the Collateral Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filed and are in full force and effect.Collateral;

Filings. ProperWhen 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, as may be necessary or,statements in appropriate form are filed in the opinion ofapplicable filing offices under the applicable UCC, the Administrative Agent, desirable under the UCC ofAgent shall have a fully perfected Lien on, and security interest in, all appropriate jurisdictions or any comparable law to perfect the securityright, title and interest of the Collateral Agent on behalfpledgors thereunder in such Collateral, in each case prior in right to any other Lien, other than the Permitted Liens that have priority as matter of the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filed and are in full force and effect.Legal Requirement.

Filings. ProperUCC financing statements,statements in appropriate form for filing under the UCC and such other documents reasonably requested by the Administrative Agent as may be necessary or appropriate or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest ofLiens created or purported to be created by the Collateral Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filedDocuments; and are in full force and effect.

Filings. Propercompleted UCC financing statements,statements for each appropriate jurisdiction as may be necessary or,is necessary, in the opinion of the [[Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable lawAgent:Organization]]’s sole discretion, to perfect the [[Administrative Agent:Organization]]’s security interest ofin the Collateral Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filed and are in full force and effect.Collateral;

Filings. Properproper financing statements, as may be necessary or,statements in form appropriate for filing under the opinionUniform Commercial Code of all jurisdictions that the Administrative Agent,Agent may deem necessary or desirable under the UCC of all appropriate jurisdictions or any comparable lawin order to perfect the security interest ofLiens created under the U.S. Security Agreement, covering the Collateral Agent on behalf ofdescribed in the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filed and are in full force and effect.U.S. Security Agreement;

Filings. ProperFollowing the due execution and delivery of the Collateral Documents (other than the Mortgages) required to be executed and delivered by this Agreement, when UCC financing statements, as may be necessary or,statements in appropriate form are filed in the opinionappropriate governmental offices, the Administrative Agent shall have a valid and perfected first priority security interest in the Collateral (as defined therein) (to the extent that such security interest can be perfected by execution and delivery of the Collateral Documents and/or recording of the UCC financing statements), free and clear of all Liens other than with respect to Liens expressly permitted by [Section 7.2]. When the certificates evidencing all Capital Stock of Subsidiaries of the Borrower pledged pursuant to the Guaranty and Security Agreement are delivered to the Administrative Agent, desirable undertogether with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Capital Stock shall be duly perfected first priority security interests, perfected by “control” as defined in the UCC to the extent capable of all appropriate jurisdictions or any comparable law to perfect the security interestbeing perfected by delivery of the Collateral Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filed and are in full force and effect.such applicable financing statements.

Filings. ProperFilings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statements, as maystatement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be necessary or,filed, registered or recorded in the opinionorder to create in favor of the Administrative Agent, desirable underfor the UCCbenefit of all appropriate jurisdictions or any comparable law to perfectitself, the security interest ofLenders and the other Secured Parties, a perfected Lien on the Collateral Agent on behalf of the Secured Partiesdescribed therein, prior and superior in all Collateralright to any other Person (other than with respect to Liens expressly permitted by [Section 6.02]), shall be in which an interest may be pledged hereunder shall have been filed and are in full force and effect.proper form for filing, registration or recordation.

Filings. ProperFilings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statements, as maystatement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be necessary or,filed, registered or recorded in the opinionorder to create in favor of the Administrative Agent, desirable underfor the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalfbenefit of the Secured PartiesParties, a perfected Lien on the Collateral described therein, prior and superior in all Collateralright to any other Person (other than with respect to Liens expressly permitted by Section 6.01), shall be in which an interest may be pledged hereunder shall have been filed and are in full force and effect.proper form for filing, registration or recordation.

Filings. ProperFilings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statements, as maystatement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be necessary or,filed, registered or recorded in the opinionorder to create in favor of the Administrative Agent, desirable underfor the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalfbenefit of the Secured PartiesParties, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in all Collateralright to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in which an interest may be pledged hereunder shall have been filed and are in full force and effect.proper form for filing, registration or recordation.