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).

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).

Creation and Perfection of Security Interests. All actions necessary to establish that the Collateral Agent will have a perfected first priority security interest (subject to Permitted Liens) in the Collateral under the Loan Documents shall have been taken (including, without limitation, the execution and delivery to the Administrative Agent of all documents and instruments (if applicable, in proper form for filing) required to establish such security interests), in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date.

Administrative Agent, for the benefit of itself and the 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 such evidence of the foregoing as it reasonably requires, except, that, to the extent any Collateral (including the creation or perfection of any security interest therein) is not or cannot be provided on the Effective Date after the use of commercially reasonable efforts by Parent to do so, without undue burden or expense, then the

The provisions of the Security Agreement are effective to create in favor of the Administrative Agent, for 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 offices 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 priority over the Liens in favor of the Administrative Agent pursuant 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 Collateral.

All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Liens permitted under [Section 7.01]) in the Collateral shall have been taken under the Closing Security Documents, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date hereunder.

subject to [clause (e) above], Administrative Agent, for the benefit of itself and the other Secured Parties, shall have received such 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 9.8(o)])])])])])])])])])])] to the extent such liens may have priority under applicable law), perfected security interests in and liens upon the Collateral;

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 a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors 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 Legal Requirement.

Perfection. Evidence that all actions, recordings and filings that Administrative Agent may deem necessary or desirable in order to perfect the Liens 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 all 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, with respect to any deposit accounts maintained with any bank or financial institution other than [[Administrative Agent:Organization]] or any Affiliate thereof pursuant to Section 7.12);

Perfection. Evidence that all actions, recordings and filings that Administrative Agent may deem necessary or desirable in order to perfect the Liens 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 all jurisdictions that Administrative Agent may deem necessary or desirable, # delivery of any certificates and instruments representing any securities constituting Collateral accompanied by undated stock