Common use of Continued Perfection of Security Interests Clause in Contracts

Continued Perfection of Security Interests. (a) With respect to any property acquired after the Closing Date by the Company (other than (x) any property described in paragraph (b) below), (y) any property constituting Excluded Assets and (z) any property subject to a Lien expressly permitted by Section 10.4 as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien) promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such other documents as the Required Holders or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property, and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the entering into of account control agreements, delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent; provided, that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value of such property, individually or in the aggregate, is equal to $1,000,000 or more. (b) With respect to any fee interest in any real property (together with improvements thereof) that has a value, in the reasonable opinion of the Company, in excess of $1,000,000 acquired after the Closing Date by the Company (other than (x) property constituting Excluded Assets, (y) property subject to the Mortgage delivered on the Closing Date and (z) any such real property subject to a Lien expressly permitted by paragraph (f)(ii) of the definition of Permitted Lien), promptly (i) execute and deliver a first priority mortgage or deed of trust, as applicable (or amendments to existing Mortgages) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, and (ii) if reasonably requested by the Required Holders or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels (if applicable) and legal opinions in form and scope substantially consistent with the corresponding documentation delivered on the Closing Date.

Continued Perfection of Security Interests. (a) With respect to any property acquired after the Closing First Funding Date by the Company Borrower (other than (x) any property described in paragraph (b) below), (y) any property constituting Excluded Assets and (z) any property subject to a Lien expressly permitted by Section 10.4 7.3 as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien) the Borrower shall promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such other documents as the Required Holders or the Collateral Agent deems Lenders deem necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property, and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the entering into of account control agreements, delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent; provided, provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements and the filing of Uniform Commercial Code UCC financing statements or delivery of Collateral that can be perfected by possession unless the value of such property, individually or in the aggregate, is equal to $1,000,000 or more. (b) With respect to any fee interest in any real property (together with improvements thereof) that has a value, in the reasonable opinion of the CompanyBorrower, in excess of $1,000,000 acquired after the Closing First Funding Date by the Company Borrower (other than (x) property constituting Excluded Assets, (y) property subject to the Mortgage delivered on the Closing applicable Funding Date and (z) any such real property subject to a Lien expressly permitted by paragraph (f)(iig)(ii) of the definition of Permitted Lien), the Borrower shall promptly (i) execute and deliver a first priority mortgage or deed of trust, as applicable (or amendments to existing Mortgages) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, and (ii) if reasonably requested by the Required Holders or the Collateral AgentLenders, provide the Secured Parties with title insurance, surveys, consents, estoppels (if applicable), evidence of compliance with the Flood Requirements (if applicable) and legal opinions in form and scope substantially consistent with the corresponding documentation delivered on the Closing applicable Funding Date. (c) No later than the date that is ninety (90) days after the date on which an Acquisition is consummated in accordance with the corresponding Purchase Agreement (as such date may be extended by the Borrower with the consent of the Administrative Agent, acting on the instructions of the Required Lenders (in their sole discretion)), the Borrower shall deliver to the Administrative Agent the following: (i) a Mortgage with respect to the real property interests acquired in connection with the applicable Acquisition (and/or, for the Second Acquisition, at the Borrower’s election, a modification, amendment and restatement and/or consolidation of the Mortgage provided in connection with the First Acquisition, in a form consistent with the definition of Mortgage, which covers such acquired real property interests together with the real property interests acquired in connection with the First Acquisition) duly executed, acknowledged and delivered by a duly authorized representative of each party thereto, in a form suitable for filing or recording, together with evidence that a counterpart of such Mortgage has been delivered within such time period to the appropriate Title Insurance Company and is in form suitable for filing or recording in all applicable filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien on the real property interests described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and that all filing and recording taxes and fees have been paid or deposits or other reasonably acceptable arrangements to pay for the same out of the proceeds of the Loan have been made by the Borrower to or with the Title Insurance Companies; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy (or policies) or marked up unconditional (subject only to payment of fees within such time period) binder(s), proforma(s), or commitment(s) for such insurance, in an amount equal to $55,000,000 in respect of each Acquisition, together with such endorsements as reasonably requested by the Administrative Agent and which are reasonably available in the applicable jurisdiction at commercially reasonable rates (a “Title Policy”), issued by Fidelity National Title Insurance Company or another title insurance company reasonably satisfactory to the Administrative Agent (collectively, the “Title Insurance Companies”), in each case in form and substance reasonably satisfactory to the Administrative Agent (for the avoidance of doubt, after the Second Acquisition is consummated the Title Policies to be provided under this clause (ii) shall be in the aggregate amount of $110,000,000); (iii) The Administrative Agent shall have received in respect of each Mortgaged Property, either: (A) the survey (or the zipmap) of such Mortgaged Property set forth on Schedule 6.11, and certified to the Collateral Agent and the Title Insurance Companies (or, in the case of the zipmap, prepared for the Borrower, the Lenders and the Title Insurance Companies) by an independent land survey or duly registered and licensed in the States in which the property described in such surveys is located, for which all necessary fees (where applicable) have been paid (or that reasonably acceptable arrangements for the payment thereof out of proceeds of the Loan have been made) and otherwise in form and substance reasonably satisfactory to the Administrative Agent; or (B) a copy of the survey (or the zipmap) of such Mortgaged Property as set forth on Schedule 6.11 together with a no-change affidavit from Borrower with respect thereto sufficient to cause the Title Insurance Companies to issue the applicable Title Policy with respect to the Mortgage of such Mortgaged Property without a general survey exception applicable to the portions of such Project which comprise the main power generating facilities of the Project. (iv) The Administrative Agent shall have received (A) a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (a “Flood Hazard Determination”) with respect to the portion of the Project on which a “Building” (as defined in 12 C.F.R. Chapter III, Section 339.2) owned by any Loan Party is located addressed to the Collateral Agent and (B) if such “Building” (as so defined) is located in a special flood hazard area as indicated by the “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination delivered pursuant to sub-clause (A) above (a “Flood Hazard Property”), (1) Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Building is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the NFIP, (2) evidence as to whether such Flood Hazard Property is located in a community that participates in the NFIP, and (3) evidence of a policy of flood insurance that (x) covers any “Building” (as so defined) that is encumbered by any Mortgage for the Project, (y) is written in an amount not less than the lesser of (i) the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994 (or any amendment or successor act thereto and including the regulations issued thereunder) (collectively, the “Flood Laws”) and (ii) the amount of coverage required under the Flood Laws and (z) otherwise complies with all applicable rules and regulations promulgated pursuant to the Flood Laws and names the Collateral Agent as the sole loss payee on behalf of the Secured Parties (and, for avoidance of doubt, if flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community in which such Project is located does not participate in the NFIP, no flood insurance shall be required for such property) (the requirements described in this clause (iv) being the “Flood Requirements”); and (v) legal opinion(s) of Xxxx Xxxxx Xxxxxxxx & Xxxx LLP, New Jersey local counsel to the Loan Parties, and/or such other law firm reasonably acceptable to the Administrative Agent, with respect to the due execution, delivery, enforceability and perfection of such Mortgage on the Mortgaged Property described therein, in each case in form and substance reasonably acceptable to the Administrative Agent. (d) If any “Building” (as defined in 12 C.F.R.Chapter III, Section 339.2) within the Project is at any time designated a Flood Hazard Property, the Borrower shall comply with the Flood Requirements with respect to such Mortgaged Property by not later than ninety (90) days after a Responsible Officer of the Borrower has obtained knowledge of such designation.

Continued Perfection of Security Interests. (a) With respect to any property acquired after the Closing Funding Date by the Company Borrower (other than (x) any property described in paragraph (b) below), (y) any property constituting Excluded Assets and (z) any property subject to a Lien expressly permitted by Section 10.4 8.4 as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien) promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such other documents as the Required Holders Financing Parties or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property, and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the entering into of account control agreements, delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent; provided, provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value of such property, individually or in the aggregate, is equal to $1,000,000 or more. (b) With respect to any fee interest in any real property (together with improvements thereof) that has a value, in the reasonable opinion of the CompanyBorrower, in excess of $1,000,000 acquired after the Closing Funding Date by the Company Borrower (other than (x) property constituting Excluded Assets, (y) property subject to the Mortgage delivered on the Closing Funding Date and (z) any such real property subject to a Lien expressly permitted by paragraph (f)(ii) of the definition of Permitted Lien), promptly (i) execute and deliver a first priority mortgage or deed of trust, as applicable (or amendments to existing Mortgages) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, and (ii) if reasonably requested by the Required Holders Financing Parties or the Collateral Agent, provide the Secured Parties with title insurance, surveys, consents, estoppels (if applicable) and legal opinions in form and scope substantially consistent with the corresponding documentation delivered on the Closing Funding Date.