Common use of Creation, Perfection and Priority of Liens Clause in Contracts

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken to date pursuant to the Existing Credit Agreement and subsections 4.1I, 6.8 and 6.9 hereof and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Agent for the benefit of Beneficiaries, as security for the respective Secured Obligations, a valid First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document), and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Agent on the Effective Date for filing (but not yet filed), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives thereto.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement and subsections 4.1I4.1F, 4.1G, 6.8 and 6.9 hereof and the filing of any UCC financing statements and/or amendments and PTO filings and/or amendments delivered to Administrative Agent for filing (but not yet filed) and (ii) the delivery to Collateral Administrative Agent of any Pledged Collateral not delivered to Collateral Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Administrative Agent for the benefit of BeneficiariesLenders, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid First Priority Lien security interest on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Administrative Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAdministrative Agent.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement and subsections 4.1I4.1L, 6.8 and 6.9 hereof and (ii) the delivery to Collateral Administrative Agent of any Pledged Collateral not delivered to Collateral Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so 86 delivered) are effective to create or to continue in favor of Collateral Administrative Agent for the benefit of BeneficiariesLenders, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien (except for Liens permitted by subsection 7.2A) on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens (except for Liens permitted by subsection 7.2A) have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Administrative Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAdministrative Agent.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by the Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1G and 6.7 hereof and Section 2 of the Existing Credit Agreement and subsections 4.1I, 6.8 and 6.9 hereof First Amendment and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Administrative Agent or Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivereddelivered and, if such Pledged Collateral had been previously delivered to Administrative Agent, such Pledged Collateral has been delivered by Administrative Agent to Collateral Agent ) are effective to create or to continue in favor of Administrative Agent or Collateral Agent Agent, as the case may be, for the benefit of Beneficiariesthe appropriate Secured Parties (as defined in such Collateral Document), as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing or recording of any UCC financing statements and PTO filings or other Collateral Documents delivered to Administrative Agent or Collateral Agent on the Effective Date for filing or recordation (but not yet filed), filed or recorded ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent or Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAgent.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by the Loan Parties, together with (i) the actions taken to date pursuant to the Existing Credit Agreement and subsections 4.1I4.2, 6.8 and 6.9 hereof and (ii) the delivery to Collateral Administrative Agent of any Pledged Collateral not delivered to Collateral Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Administrative Agent for the benefit of BeneficiariesLenders, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Documentother than Excluded Perfection Assets), and all filings and other actions of UCC financing statements necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens that can be perfected by filing UCC financing statements have been duly made or taken and remain in full force and effecteffect (or will be duly made or taken within applicable time periods), other than the filing of any UCC financing statements and PTO filings delivered to Collateral Administrative Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent Administrative Agent. The foregoing notwithstanding, from and including the amendments or modifications Closing Date to the Mortgages date that is 90 days after the Closing Date, this representation will be deemed satisfied (including for its purpose as a Specified Representation) to the extent Company has used commercially reasonable efforts to take the actions described in subsection 6.9(D) or permitted alternatives thereto.4.2J.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement subsection 4.1, 6.10 and subsections 4.1I, 6.8 and 6.9 hereof 6.11 and (ii) the delivery to Collateral Agent of any Pledged pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Agent for the benefit of BeneficiariesLenders, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any 96 Collateral), a valid First Priority and perfected first priority Lien on all of the Collateral (subject to Permitted Encumbrances and Liens set forth on Schedule 7.2 annexed hereto on specific property described in such Schedule and except as indicated in to the extent any such security interest cannot be granted under applicable Collateral Documentlaws), and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority such first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAgent.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement and subsections 4.1I4.1M, 6.8 and 6.9 hereof and (ii) the delivery to Collateral Administrative Agent of any Pledged Collateral not delivered to Collateral Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Administrative Agent for the benefit of BeneficiariesLenders, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien (except for Liens permitted by subsection 7.2A) on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens (except for Liens permitted by subsection 7.2A) have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Administrative Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAdministrative Agent.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Credit Parties, together with (ix) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement subsections 4.1M, 4.1N, 6.8, 6.9 and subsections 4.1I, 6.8 and 6.9 hereof 6.11 and (iiy) the delivery to Collateral Agent of any Pledged Collateral of the Credit Parties not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Agent Agent, for the benefit of Beneficiaries, as security for the respective Secured ObligationsParties, a valid First Priority Lien on all of the Collateral of the Credit Parties (except as indicated in the applicable Collateral Documentwhich Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 7.2A), and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status such priority of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAgent.

Creation, Perfection and Priority of Liens. (i) The execution and delivery of the Collateral Documents by the Loan Parties, together with (ia) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement Sections 4.1G, 4.1H and subsections 4.1I, 6.8 and 6.9 6.7 hereof and (iib) the delivery to Collateral Agent of any Pledged Collateral not delivered to Administrative Agent or Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivereddelivered and, if such Pledged Collateral had been previously delivered to Administrative Agent, such Pledged Collateral has been delivered by Administrative Agent to Collateral Agent) are effective to create or to continue in favor of Administrative Agent or Collateral Agent Agent, as the case may be, for the benefit of Beneficiariesthe appropriate Secured Parties (as defined in such Collateral Document), as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing or recording of any UCC financing statements and PTO filings or other Collateral Documents delivered to Administrative Agent or Collateral Agent on the Effective Date for filing or recordation (but not yet filed), filed or recorded) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent or Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives thereto.Agent. 100

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement and subsections 4.1I4.1D, 6.8 and 6.9 hereof and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Domestic Collateral Document (all of which Pledged Collateral has been so delivered) delivered are effective to create or to continue in favor of Collateral Agent for the benefit of BeneficiariesLenders, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications Agent, subject to the Mortgages described in provisions of subsection 6.9(D) or permitted alternatives thereto4.4 and subsection 6.8C as to Inventory of MSL Spain.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement and subsections 4.1I4.2H, 6.8 and 6.9 hereof 6.9, together with the requisite filings in the PTO and the US Copyright Office and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Agent for the benefit of BeneficiariesLenders, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications Agent. Notwithstanding anything to the Mortgages described contrary in subsection 6.9(D) or permitted alternatives theretothe foregoing, on the Effective Date only, the Collateral referred to in this Section 5.15 shall not include Collateral constituted by Deposit Accounts referred to in Schedule 6.13.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1I, 6.8 and 6.9 of the Existing Revolving Loan Credit Agreement and subsections 4.1I, 6.8 and 6.9 hereof of this Agreement and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Agent for the benefit of BeneficiariesSecured Parties, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAgent.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement and subsections 4.1I4.1M, 4.1N, 6.8 and 6.9 hereof and (ii) the delivery to Collateral Administrative Agent of any Pledged Collateral not delivered to Collateral Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Administrative Agent for the benefit of BeneficiariesLenders, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid First Priority Lien (except for Liens permitted by subsection 7.2A) on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens (except for Liens permitted by subsection 7.2A) have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Administrative Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAdministrative Agent.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the REVOLVING LOAN CREDIT AGREEMENT EXECUTION 93 101 date hereof pursuant to the Existing Credit Agreement and subsections 4.1I, 6.8 and 6.9 hereof and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Agent for the benefit of BeneficiariesSecured Parties, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAgent.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsection 4.1J of the Existing Credit Agreement and subsections 4.1I4.2H, 6.8 4.3H and 6.9 hereof of this Agreement and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Agent for the benefit of BeneficiariesAgents and Lenders, as security for the respective Secured ObligationsObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid First Priority and perfected first priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAgent.

Creation, Perfection and Priority of Liens. The execution and ------------------------------------------ delivery of the Collateral Security Documents by Loan the Credit Parties, together with (i) the actions taken on or prior to the date hereof pursuant to the Existing Credit Agreement and subsections 4.1I, 6.8 and 6.9 hereof Section 5.2(d) and (ii) -------------- the delivery to Collateral Administrative Agent of any Pledged Collateral not delivered to Collateral Administrative Agent at the time of execution and delivery of the applicable Collateral Security Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral the Administrative Agent for the benefit of Beneficiariesthe Lenders, Interest Rate Hedgers, Existing Lender Payees and Agent Noteholder, as security for the respective Secured Obligations, a valid and perfected First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document)Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral the Administrative Agent on the Effective Date for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives theretoAdministrative Agent.