The Collateral Documents. The provisions of the Collateral ------------------------ Documents executed by the Borrower or any of its Subsidiaries in favor of Bank of America, as agent for the benefit of the Lenders, are effective to create, in favor of the Lenders, securing the Notes and all other Obligations from time to time outstanding, a legal, valid and enforceable security interest in all right, title and interest of the Borrower and such Subsidiaries in any and all of the collateral described therein, and all appropriate filings and recordings having been made or appropriately provided for, each of such Collateral Documents constitutes a fully perfected security interest in all right, title and interest of the Borrower and such Subsidiaries in such collateral superior in right to any liens, existing or future, which the Borrower or any such Subsidiary or any creditors of or purchasers from, or any other Person, may have against such collateral or interests therein, except to the extent, if any, otherwise provided therein.
The Collateral Documents. (a) The provisions of the ------------------------ Security Agreement are effective to create in favor of the Agent for the benefit of the Lenders a legal, valid and enforceable security interest in all right, title and interest of the Borrowers in the Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements, creates a fully perfected security interest in, all right, title and interest in all of the Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the Uniform Commercial Code, subject to no other Liens other than Permitted Liens. Each of the Borrowers has good and valid title to all Collateral owned by such Borrower described therein, free and clear of all Liens except those described above in this clause (a).
The Collateral Documents. The provisions of the Collateral Documents executed by the Borrower and its Subsidiaries in favor of the Lender are effective to create, in favor of the Lender, legal, valid and enforceable first priority Security Interests in all right, title and interest of the Borrower and its Subsidiaries in any and all of the collateral described therein, securing the Notes and all other Obligations from time to time outstanding. Neither the Borrower nor any of its Subsidiaries has granted any Security Interest to any Person other than the Lender or taken any other action that could prevent the Lender from holding a fully perfected Security Interest in all right, title and interest of the Borrower and its Subsidiaries in such collateral, superior in right to any liens, existing or future, which the Borrower or any creditors of or purchasers from, or any other Person, may have against such collateral or interests therein, except to the extent, if any, otherwise provided in such Collateral Documents.
The Collateral Documents. Subject to the Agreed Security Principles (as defined in the Interim Notes Indenture), all filings and other actions necessary to formalize and perfect the extension of the security interest in the Transaction Security created under the Collateral Documents to the obligations arising from the Additional Interim Notes will be at or prior to the Closing Date, or the date falling 120 days after the Closing Date (the “Post-Closing Collateral Effective Date”), as applicable, duly made or taken, including any notification and registration requirements provided for by the law governing the relevant Transaction Security and under Spanish law and are, or will be at or prior to the Post Closing Collateral Effective Date, in full force and effect. Subject to the Agreed Security Principles and the Enforceability Exceptions, the Transaction Security constitutes or will, at the Post Closing Collateral Effective Date, constitute a perfected first-priority security interest over the Collateral and will, at the Closing Date or the Post Closing Collateral Effective Date, secure the Secured Obligations (as defined in the Intercreditor Agreement), including, without limitation, the obligations of each of the Issuer and the Guarantors under the Securities and the Interim Notes Indenture, in accordance with its terms.
The Collateral Documents. Each Collateral Document has been duly authorized, executed and delivered, to the extent a party thereto, by the Company and each of the Guarantors and each such Collateral Document constitutes a valid and legally binding agreement of such parties enforceable against such parties in accordance with its terms, subject to the Enforceability Exceptions. The Mortgages, once executed and delivered in connection with the sale of the Securities and when properly recorded and indexed with the proper governmental authorities (together with payment of the appropriate filing or recording fees and any applicable taxes) and the fixture filings when delivered and filed as required by law to perfect a security interest with respect to fixtures in the real property subject to each such Mortgage, will create, in favor of the Trustee for the benefit of the Secured Parties (as defined in the Collateral Documents), including the Trustee on behalf of the holders of the Notes, (i) valid and enforceable mortgage liens on such real property (subject to the Enforceability Exceptions) and (ii) perfected security interests in such fixtures or other personal property subject only to the Permitted Collateral Liens (as defined under the caption "Description of notes" in the Preliminary Offering Memorandum and the Offering Memorandum). The other Collateral Documents, once executed and delivered in connection with the sale of the Securities, will create in favor of the Trustee for the benefit of the Secured Parties, including the Trustee on behalf of the holders of the Securities, valid and enforceable security interests in the rights of the Company in the personal property in which a security interest is purported to be granted under the Collateral Documents and, upon the filing of appropriate Uniform Commercial Code financing statements and the taking of the other actions described in the Collateral Documents, the security interests in the rights of the Company in such personal property will be perfected subject only to Permitted Liens (as defined under the caption "Description of notes" in the Preliminary Offering Memorandum and the Offering Memorandum).
The Collateral Documents. The provisions of each Pledge Agreement will be effective to create in favor of the Administrative Agent, for the benefit of each of the Banks legal, valid and enforceable security interests in all right, title and interest of the Loan Parties in the Collateral described therein to the extent that a security interest can be created therein under the UCC, and the Administrative Agent, for the benefit of each of the Banks, has fully perfected liens on, and security interests in, all right, title and interest of the Loan Parties in all of the Collateral described therein (to the extent such security interest can be perfected by filing a UCC-1 financing statement or, to the extent required by the Pledge Agreement, Security Agreement and Account Control Agreement by taking possession of or controlling the respective collateral), subject to no other Liens, except to the extent granted by the Seller to the Buyer under, and as those terms are defined in, the Acquisition Repurchase Agreement.
The Collateral Documents. The Collateral Documents have been duly authorized by the Company and each of its subsidiaries to the extent a party thereto, and, when duly executed and delivered in accordance with their respective terms, will constitute valid and legally binding agreements or obligations of the Company and each of its subsidiaries to the extent a party thereto enforceable against the Company and each of its subsidiaries to the extent a party thereto in accordance with their respective terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
The Collateral Documents. The entry into the Collateral Documents has been duly and validly authorized by the Company and the Guarantors. Upon the entry by the Company and the Guarantors into the Collateral Documents on the Closing Date, the Collateral Documents will constitute legal, valid and binding obligations of the Company and the Guarantors, enforceable against each of them in accordance with its terms, except that the enforcement thereof may be subject to the Enforceability Exceptions. When executed and delivered, this Agreement, the Indenture and the Collateral Documents will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum.
The Collateral Documents. The provisions of the Collateral Documents executed by the Borrower or any Subsidiary in favor of the Administrative Agent securing the Notes and all other Obligations from time to time outstanding are effective to create, in favor of the Administrative Agent, on behalf of the Banks, a legal, valid and enforceable Lien in all right, title and interest of the Borrower and such Subsidiary in any and all of the Collateral described therein, and each of such Collateral Documents constitutes a fully perfected Lien in all right, title and interest of the Borrower or such Subsidiary in such Collateral superior in right to any Liens, existing or future, which the Borrower or such Subsidiary or any creditors thereof or purchasers therefrom, or any other Person, may have against such collateral or interests therein, except to the extent, if any, otherwise provided therein or in this Agreement. The Collateral described in the Collateral Documents constitutes all of the real and personal property of the Borrower and its Subsidiaries, except property described in ITEM G, SECTION 1 ("Property Not Pledged [SECTION 5.21]") of the DisclosurE Schedule or as may hereafter be agreed by the Required Banks. As of the Amendment Effective Time, each parcel of owned real property and the leasehold interest in leased real property of the Borrower and its Subsidiaries listed in ITEM G, SECTION 2 ("Property Not Pledged [SECTION 5.21]") of the Disclosure Schedule has, to the best of the Borrower's knowledge and belief, a fair market value of less than $2,000,000.
The Collateral Documents. Contemporaneously with the execution of this Agreement, Borrower shall execute and deliver or cause to be executed and delivered to Bank such security agreements, Uniform Commercial Code financing statements, deeds of trust, mortgages and other security instruments covering the Collateral as Bank may require, each in a form and substance satisfactory to Bank.
