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Common use of Covenant to Give Security Clause in Contracts

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct Subsidiary by the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000, then in each case at the Borrower’s expense: (i) within 10 days after (A) such formation or acquisition and (B) such Investment, furnish to the Agent a description of such Subsidiary, in each case in detail satisfactory to the Agent, (ii) within 15 days after such formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date, duly execute and deliver security agreement supplements (if necessary) as specified by, and in form and substance satisfactory to the Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Holders, (iii) within 30 days after such formation or acquisition, take, and cause each Loan Party to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees (or in any representative of the Collateral Trustees designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, security agreement supplements, and security agreements delivered pursuant to this Section 5.20, enforceable against all third parties in accordance with their terms, and (iv) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such pledges, assignments, security agreement supplements and security agreements; provided, however, that Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 2 contracts

Samples: Credit and Reimbursement Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corporation)

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct Subsidiary by the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000, then in each case at the Borrower’s expense: (i) within 10 days after (A) such formation or acquisition and (B) such Investment, furnish to the Agent a description of such Subsidiary, in each case in detail satisfactory to the Agent, (ii) within 15 days after such formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date, duly execute and deliver security agreement supplements (if necessary) as specified by, and in form and substance satisfactory to the Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Holders, (iii) within 30 days after such formation or acquisition, take, and cause each Loan Party to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees (or in any representative of the Collateral Trustees designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, security agreement supplements, and security agreements delivered pursuant to this Section 5.20, enforceable against all third parties in accordance with their terms, and (iv) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such pledges, assignments, security agreement supplements and security agreements; provided, however, that Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company any entity organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 2 contracts

Samples: Credit and Reimbursement Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corp)

Covenant to Give Security. (a) Upon (xi) the request of the Administrative Agent following the occurrence and during the continuance of a Default under Section 8.01(a) or 8.01(f) or an Event of Default, (ii) the formation or acquisition of any one or more new direct Subsidiary or indirect Subsidiaries by any Loan Party or (iii) the Borrower purchase or AES BVI II having other acquisition of any real property or any personal property by any Loan Party with a fair market value in excess of $3,000,000 2,500,000 in any single transaction or (y) series of related transactions, which property, in the Investment by reasonable judgment of the Administrative Agent, shall not already be subject to a valid and perfected first and second lien and security interest in favor of the Collateral Agents, for the benefit of the relevant Secured Parties, the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000shall, then in each case at the Borrower’s its own expense: (iA) within 10 thirty (30) days after such request or purchase or other acquisition, or such longer period, up to an additional thirty (A30) such formation or acquisition and (B) such Investmentdays, as the Administrative Agent may agree, furnish to the Administrative Agent a description of such Subsidiary, in real and personal properties of each case of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,; (iiB) in connection with the formation or acquisition of a Subsidiary, within 15 thirty (30) days after such formation or acquisition of any new Subsidiary or such Investment longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in any direct its sole discretion, (1) cause each such Subsidiary of the Borrower or AES BVI II that was is not a “Pledged Foreign Subsidiary” on the Closing Date, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver security agreement supplements to the Administrative Agent a Guaranty or Guarantee Supplement, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (2) deliver (or cause such direct and indirect parent to deliver) certificates (if necessaryany) representing the Pledged Interests of such Subsidiary accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt of such Subsidiary indorsed in blank to the First Lien Collateral Agent, together with, if requested by the Administrative Agent, Security Agreement Supplements with respect to the pledge of any Equity Interests or Indebtedness, provided, that no more than 66% of the voting Equity Interests of any first-tier Foreign Subsidiary shall be required to be pledged as Collateral, (3) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Administrative Agent mortgages, collateral assignments, Security Agreement Supplements and other security agreements, as specified by, by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all of the Obligations of the Borrower applicable Loan Party or Subsidiary of a Loan Party, as the case may be, under the Financing Documents; provided that if such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged and in favor respect of the Secured Holders,Loan Documents and constituting liens on and security interests in all such real and personal properties and (4) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, Guarantee Supplements; (iiiC) within 30 thirty (30) days after such formation request or purchase or other acquisition, or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion, take, and cause each Loan Party such Subsidiary that is not a Foreign Subsidiary to take, whatever action (including, without limitation, the recording of mortgagesMortgages, the filing of Uniform Commercial Code financing statementsstatements and Intellectual Property Security Agreements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent advisable to vest in the respective Collateral Trustees Agents (or in any co-agent, sub-agent or other representative of the such Collateral Trustees Agent designated by it) valid and subsisting first and second Liens on the real and personal properties purported to be subject to the pledgesMortgages, security agreement supplementscollateral assignments, Security Agreement Supplements and security agreements delivered pursuant to this Section 5.206.11, enforceable against all third parties in accordance with their terms; (D) within thirty (30) days after the request of the Administrative Agent (or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent in its sole discretion may permit), deliver to the Administrative Agent a signed copy of opinions of counsel for the applicable Loan Parties, addressed to the Administrative Agent and the other Secured Parties and reasonably acceptable to the Administrative Agent, as to the matters contained in subclauses (A), (B) and (C) of this Section 6.11, as to such mortgages, collateral assignments, Security Agreement Supplements and security agreements being legal, valid and binding obligations of each of the Loan Parties party thereto, enforceable against such Loan Party in accordance with their terms, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid and perfected liens on and security interests in such real and personal properties, and as to such other matters as the Administrative Agent may reasonably request; (E) as promptly as practicable after the reasonable request of the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property owned by the Loan Party or the Subsidiary of the Loan Party (other than a Foreign Subsidiary) that is the subject of such request, title reports, surveys and engineering, soils and other reports, and Phase I environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided,however, that to the extent that any of the Loan Parties or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; (F) upon the occurrence and during the continuance of a Default under Section 8.01(a) or 8.01(f) or an Event of Default, promptly execute and deliver, and cause each of its Subsidiaries to promptly execute and deliver, any and all instruments and take, and cause each of its Subsidiaries to take, any and all such other actions as may be necessary or as the Administrative Agent may deem reasonably desirable in order to obtain and maintain from and after the time any dividend or other distribution is paid or payable by any of the Subsidiaries of any Loan Party a valid and perfected first and second priority lien on and security interest in such dividend or other distribution; and (ivG) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as may be necessary or as the Administrative Agent may deem necessary or reasonably desirable in obtaining the full benefits of, or in perfecting and preserving the first and second priority Liens ofcreated under, such pledgesMortgages, collateral assignments, security agreement supplements Security Agreement Supplements and security agreements; provided, however, that Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect Notwithstanding anything to the Non-Pledged Subsidiariescontrary in Section 6.11(a), neither the Administrative Agent nor any Collateral Agent shall take or perfect, as the case may be, a security interest in those assets (and shall not request the preparation of surveys, soil reports and environmental site assessments) as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax, or of obtaining surveys, soil reports or environmental site assessments not already available at such time) are excessive in relation to the benefit to the Secured Holders shall have valid, perfected first priority Lien on (i) 65% Parties of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States security or any state thereof, or (B) a limited liability company organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI IIinformation afforded thereby.

Appears in 1 contract

Samples: Credit Agreement (United Industries Corp)

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct Subsidiary by the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000, then in each case at the Borrower’s expense: (i) within 10 days after (A) such formation or acquisition and (B) such Investment, furnish to the Agent a description of such Subsidiary, in each case in detail satisfactory to the Agent, (ii) within 15 days after such formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date, duly execute and deliver security agreement supplements (if necessary) as specified by, and in form and substance satisfactory to the Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if such new Subsidiary is a first-tier CFC (or a U.S. Subsidiary substantially all of its assets consist of Equity Interests of a CFC), only 65% of such Equity Interests shall be pledged in favor of the Secured Holders and provided further that no assets of any CFC shall be pledged in favor of the Secured Holders, (iii) within 30 days after such formation or acquisition, take, and cause each Loan Party to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees (or in any representative of the Collateral Trustees designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, security agreement supplements, and security agreements delivered pursuant to this Section ‎Section 5.20, enforceable against all third parties in accordance with their terms, and (iv) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such pledges, assignments, security agreement supplements and security agreements; provided, however, that Section ‎Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company any entity organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B‎(i)‎(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 1 contract

Samples: Credit and Reimbursement Agreement (Aes Corp)

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct Subsidiary by the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary reasonable request of the Borrower ------------------------- Agent following the occurrence and during the continuance of a Default under any of Sections 11.1(a), 11.1(b), 11.1(g) or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets 11.1(h) or an Event of such Subsidiary have a fair market value in excess of $3,000,000--------------------------------------------- Default, then in each case and at the expense of the Borrower’s expense: (i) within 10 ten days after (A) such formation or acquisition and (B) such Investmentrequest, furnish to the Agent a description of such Subsidiary, in the real and personal properties of the Borrower and each case of its Restricted Subsidiaries in detail satisfactory to the Agent,; (ii) within 15 days after such formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Daterequest, duly execute and deliver to the Agent mortgages, pledges, assignments and other security agreement supplements (if necessary) agreements, as specified by, by and in form and substance reasonably satisfactory to the Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if and constituting Liens on all such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Holders,properties; (iii) within 30 days after such formation or acquisitionrequest, take, and cause each Loan Party to take, take whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees Agent (or in any representative of the Collateral Trustees Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, security agreement supplements, assignments and other security agreements delivered pursuant to this Section 5.20------- 9.23, enforceable against all third parties in accordance with ---- their terms; (iv) within 60 days after such request, deliver to the Agent a signed copy of a favorable opinion of counsel for the Borrower, addressed to the Agent and reasonably acceptable to the Agent, as to the matters contained in clauses (ii) and (iii) of this Section 9.23, as to such mortgages, pledges, assignments and ------------ other security agreements being legal, valid and binding obligations of the Borrower and its Subsidiaries, as the case may be, intended to be party thereto, enforceable in accordance with their terms, and as to such other matters as the Agent may reasonably request; and (ivv) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action actions as the Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such mortgages, pledges, assignments, security agreement supplements and assignments or other security agreements; provided, however, that Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.;

Appears in 1 contract

Samples: Credit Agreement (Walter Industries Inc /New/)

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct Subsidiary Subsidiaries by the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a "Pledged Subsidiary" on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,0001,000,000, then in each case at the Borrower’s 's expense: (i) within 10 days after (A) such formation or acquisition and (B) such Investment, furnish to the Agent a description of such Subsidiary, in each case in detail satisfactory to the Agent, (ii) within 15 days after such formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a "Pledged Subsidiary" on the Closing Date, duly execute and deliver security agreement supplements (if necessary) as specified by, and in form and substance satisfactory to the Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Holders, (iii) within 30 days after such formation or acquisition, take, and cause each Loan Party to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees (or in any representative of the Collateral Trustees designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, security agreement supplements, and security agreements delivered pursuant to this Section 5.205.21, enforceable against all third parties in accordance with their terms, and (iv) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such pledges, assignments, security agreement supplements and security agreements; . provided, however, however that Section 5.20(a)(y5.21(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s 's stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 1 contract

Samples: Credit, Reimbursement and Exchange Agreement (Aes Corporation)

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct Subsidiary by the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000, then in each case at the Borrower’s expense: (i) within 10 days after (A) such formation or acquisition and (B) such Investment, furnish to the Agent a description of such Subsidiary, in each case in detail satisfactory to the Agent, (ii) within 15 days after such formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date, duly execute and deliver security agreement supplements (if necessary) as specified by, and in form and substance satisfactory to the Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if such new Subsidiary is a first-tier CFC (or a U.S. Subsidiary NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement 104 substantially all of its assets consist of Equity Interests of a CFC), only 65% of such Equity Interests shall be pledged in favor of the Secured Holders and provided further that no assets of any CFC shall be pledged in favor of the Secured Holders, (iii) within 30 days after such formation or acquisition, take, and cause each Loan Party to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees (or in any representative of the Collateral Trustees designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, security agreement supplements, and security agreements delivered pursuant to this Section 5.20, enforceable against all third parties in accordance with their terms, and (iv) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such pledges, assignments, security agreement supplements and security agreements; provided, however, that Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company any entity organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 1 contract

Samples: Credit and Reimbursement Agreement (Aes Corp)

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect Subsidiary by the Borrower (other than any Excluded Subsidiary or AES BVI II having a fair market value in excess any Subsidiary of $3,000,000 Southwest Power Partners or Xxxxxxxx Energy) or (y) the Investment acquisition of any Property (other than any Excluded Property) by the Borrower and its Subsidiaries or the Guarantors which, in any direct Subsidiary the reasonable judgment of the Borrower or AES BVI II that was Administrative Agent, shall not already be subject to a “Pledged Subsidiary” on perfected second priority (subject to Permitted Liens) security interest in favor of the Closing Date such that aggregate assets Second Lien Collateral Agent for the benefit of such Subsidiary have a fair market value in excess of $3,000,000the Second Lien Secured Parties, then in each case at the Borrower’s expense: (i) within 10 21 days after such formation or acquisition, take the following actions, and cause, in the case of any formation or acquisition of any such direct or indirect Subsidiary, each direct and indirect parent (but only up to the Borrower level) of such Subsidiary (if it has not already done so), to do so to the extent applicable: (A) such formation duly execute and deliver to the Administrative Agent a guaranty or acquisition and guaranty supplement in the form of Exhibit J hereto, (B) such Investment, furnish duly execute and deliver to the Second Lien Collateral Agent a description supplement to the Second Lien Security Agreement in the form of Exhibit A thereto, (C) duly execute and deliver to the Second Lien Collateral Agent Second Lien Mortgages covering such Person’s material real property interests (to substantially the same extent as covered by the Second Lien Mortgages delivered on the Effective Date) in the form of Exhibit F hereto, (D) duly execute and deliver to the Second Lien Collateral Agent an accession agreement to each of the Security Deposit Agreement and the Intercreditor Agreement, (E) deliver to the Administrative Agent one or more favorable signed opinions of counsel to such Person covering the matters referred to in clauses (A)-(E) to substantially the same extent as covered by (and containing substantially similar qualifications, exceptions and assumptions as) the opinions of counsel delivered on the Effective Date and (F) deliver such other documents, instruments and agreements as the Administrative Agent or the Second Lien Collateral Agent may reasonably request in order to subject any of such Subsidiary, in each case in detail satisfactory Person’s Property (other than the Excluded Property) to the Agent,Liens of the Collateral Documents; (ii) within 15 days after such formation or acquisition acquisition, to the extent reasonably available, furnish to the Second Lien Collateral Agent a description of any new the real properties of such Subsidiary or such Investment the real properties so acquired, in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date, duly execute and deliver security agreement supplements (if necessary) as specified by, and each case in form and substance detail reasonably satisfactory to the Second Lien Collateral Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Holders,; (iii) within 30 days thirty (30) Business Days after any acquisition of any real property with a fair market value equal to or greater than $25,000,000, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such formation or acquisitionreal property the items referred to in Sections 3.01(b)(iv) and 5.01(r) (which shall apply mutatis mutandis), takeincluding title insurance, land surveys and engineering, soils and other reports, and cause environmental assessment reports, each Loan Party in scope, form and substance substantially identical to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees (or in any representative of the Collateral Trustees designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, security agreement supplements, and security agreements those delivered pursuant to this Section 5.20Sections 3.01(b)(iv) and 5.01(r), enforceable against all third parties in accordance provided, however, that to the extent that the Borrower or such Subsidiary shall have otherwise received any of the foregoing items with their termsrespect to such Property, andsuch items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and LSP Gen Finance Second Lien Credit Agreement (iv) subject to the terms of the Intercreditor Agreement, at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Excluded Subsidiary) to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Excluded Subsidiary) to take, all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such pledgesguaranties, assignments, mortgages and security agreement supplements and security agreements; provided, however, that Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Dynegy Inc /Il/)

Covenant to Give Security. (a) Upon (xi) the request of the Administrative Agent following the occurrence and during the continuance of a Default under Section 8.01(a) or 8.01(f) or an Event of Default, (ii) the formation or acquisition of any one or more new direct Subsidiary or indirect Subsidiaries by any Loan Party or (iii) the Borrower purchase or AES BVI II having other acquisition of any real property or any personal property by any Loan Party with a fair market value in excess of $3,000,000 2,500,000 in any single transaction or (y) series of related transactions, which property, in the Investment by reasonable judgment of the Administrative Agent, shall not already be subject to a valid and perfected lien and security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000shall, then in each case at the Borrower’s its own expense: (iA) within 10 thirty (30) days after such request or purchase or other acquisition, or such longer period, up to an additional thirty (A30) such formation or acquisition and (B) such Investmentdays, as the Administrative Agent may agree, furnish to the Administrative Agent a description of such Subsidiary, in real and personal properties of each case of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,; (iiB) in connection with the formation or acquisition of a Subsidiary, within 15 thirty (30) days after such formation or acquisition of any new Subsidiary or such Investment longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in any direct its sole discretion, (A) cause each such Subsidiary of the Borrower or AES BVI II that was is not a “Pledged Foreign Subsidiary” on the Closing Date, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver security agreement supplements to the Administrative Agent a Guaranty or Guarantee Supplement, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (B) deliver (or cause such direct and indirect parent to deliver) certificates (if necessaryany) representing the Pledged Interests of such Subsidiary accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt of such Subsidiary indorsed in blank to the Administrative Agent, together with, if requested by the Administrative Agent, Security Agreement Supplements with respect to the pledge of any Equity Interests or Indebtedness, provided, that no more than 66% of the voting Equity Interests of any first-tier Foreign Subsidiary shall be required to be pledged as Collateral, (C) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Administrative Agent mortgages, collateral assignments, Security Agreement Supplements and other security agreements, as specified by, by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all of the Obligations of the Borrower applicable Loan Party or Subsidiary of a Loan Party, as the case may be, under the Financing Documents; provided that if such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged and in favor respect of the Secured Holders,Loan Documents and constituting liens on and security interests in all such real and personal properties and (D) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, Guarantee Supplements; (iiiC) within 30 thirty (30) days after such formation request or purchase or other acquisition, or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion, take, and cause each Loan Party such Subsidiary that is not a Foreign Subsidiary to take, whatever action (including, without limitation, the recording of mortgagesMortgages, the filing of Uniform Commercial Code financing statementsstatements and IP Security Agreements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent advisable to vest in the Collateral Trustees Administrative Agent (or in any co-agent, sub-agent or other representative of the Collateral Trustees Administrative Agent designated by it) valid and subsisting Liens on the real and personal properties purported to be subject to the pledgesMortgages, security agreement supplementscollateral assignments, Security Agreement Supplements and security agreements delivered pursuant to this Section 5.206.11, enforceable against all third parties in accordance with their terms; (D) within thirty (30) days after the request of the Administrative Agent (or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent in its sole discretion may permit), deliver to the Administrative Agent a signed copy of opinions of counsel for the applicable Loan Parties, addressed to the Administrative Agent and the other Secured Parties and reasonably acceptable to the Administrative Agent, as to the matters contained in subclauses (A), (B) and (C) of this Section 6.11, as to such mortgages, collateral assignments, Security Agreement Supplements and security agreements being legal, valid and binding obligations of each of the Loan Parties party thereto, enforceable against such Loan Party in accordance with their terms, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid and perfected liens on and security interests in such real and personal properties, and as to such other matters as the Administrative Agent may reasonably request; (E) as promptly as practicable after the reasonable request of the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property owned by the Loan Party or the Subsidiary of the Loan Party (other than a Foreign Subsidiary) that is the subject of such request, title reports, surveys and engineering, soils and other reports, and Phase I environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any of the Loan Parties or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; (F) upon the occurrence and during the continuance of a Default under Section 8.01(a) or 8.01(f) or an Event of Default, promptly execute and deliver, and cause each of its Subsidiaries to promptly execute and deliver, any and all instruments and take, and cause each of its Subsidiaries to take, any and all such other actions as may be necessary or as the Administrative Agent may deem reasonably desirable in order to obtain and maintain from and after the time any dividend or other distribution is paid or payable by any of the Subsidiaries of any Loan Party a valid and perfected first priority lien on and security interest in such dividend or other distribution; and (ivG) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as may be necessary or as the Administrative Agent may deem necessary or reasonably desirable in obtaining the full benefits of, or in perfecting and preserving the Liens ofcreated under, such pledgesMortgages, collateral assignments, security agreement supplements Security Agreement Supplements and security agreements; provided, however, that Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect Notwithstanding anything to the Non-Pledged Subsidiariescontrary in Section 6.11(a), the Administrative Agent shall not take or perfect, as the case may be, a security interest in those assets (and shall not request the preparation of surveys, soil reports and environmental site assessments) as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax, or of obtaining surveys, soil reports or environmental site assessments not already available at such time) are excessive in relation to the benefit to the Secured Holders shall have valid, perfected first priority Lien on (i) 65% Parties of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States security or any state thereof, or (B) a limited liability company organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI IIinformation afforded thereby.

Appears in 1 contract

Samples: Credit Agreement (United Industries Corp)

Covenant to Give Security. (a) Upon (x) the request of the Administrative Agent, (y) the formation or acquisition of any new direct or indirect Subsidiary of any Loan Party or (z) the acquisition of any property by any Loan Party, and such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000shall, then in each case at the Borrower’s 's expense: (i) within 10 days after (A) such the formation or acquisition of a Subsidiary, cause each such Subsidiary and (B) each direct and indirect Subsidiary of such Investment, furnish Subsidiary to duly execute and deliver to the Administrative Agent a description of such Subsidiaryguaranty or guaranty supplement, in each case in detail form and substance satisfactory to the Administrative Agent, (unless, in the case of any Foreign Subsidiary, such guaranty would result in adverse tax consequences to the Loan Parties) guaranteeing all the Obligations of the Loan Parties under the Loan Documents, (ii) within 10 days after such request, formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of the Borrower and its Subsidiaries in detail satisfactory to the Administrative Agent, (iii) within 15 days after such request, formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Dateacquisition, duly execute and deliver, and cause each such Subsidiary, and cause each direct and indirect Subsidiary of such Subsidiary to duly execute and deliver to the Administrative Agent mortgages, pledges, assignments, security agreement supplements (if necessary) and other security agreements, as specified by, by and in form and substance satisfactory to the Administrative Agent, (unless, in the case of any Foreign Subsidiary, such mortgage, pledge, assignment or security interest would result in adverse tax consequences to the Loan Parties) securing payment of all of the Obligations of the Borrower Loan Parties under the Financing Documents; provided that if Loan Documents and constituting first priority (other than with respect to Permitted Liens) Liens on all such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Holdersproperties, (iiiiv) within 30 days after such request, formation or acquisition, takeduly execute and deliver, and cause each Loan Party such Subsidiary, and cause each direct and indirect Subsidiary of such Subsidiary to take, take whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent (unless, in the case of any Foreign Subsidiary, such action would result in adverse tax consequences to the Loan Parties) to vest in the Collateral Trustees Administrative Agent (or in any representative of the Collateral Trustees Administrative Agent designated by it) valid and subsisting first priority (other than with respect to Permitted Liens) Liens on the properties purported to be subject to the mortgages, pledges, assignments, security agreement supplements, supplements and other security agreements delivered pursuant to this Section 5.205.01(m), enforceable against all third parties in accordance with their terms, and, (v) within 60 days after such request, formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such mortgages, pledges, assignments, security agreement supplements and other security agreements being legal, valid and binding obligations of each such Loan Party enforceable in accordance with their terms, as to the perfection of the security interest created by such mortgage, pledge, assignment, security agreement supplements or other security agreement and as to such other matters as the Administrative Agent may reasonably request, (vi) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements; provided, howeverand (vii) promptly upon organizing and within five days after acquiring any Foreign Subsidiary, that Section 5.20(a)(yeach Loan Party shall pledge to the Administrative Agent on behalf of the Secured Parties 100% (or 65% if such pledge would result in adverse tax consequences to the Loan Parties) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers the total outstanding shares or other contractual counterparties of, ownership interests of such SubsidiaryPerson owned by such Loan Party. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 1 contract

Samples: Credit Agreement (Mediq Inc)

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct Subsidiary by the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000, then in each case at the Borrower’s expense, the Borrower shall: (i) within 10 ten days after (A) such formation or acquisition and (B) such Investment, furnish to the Agent a description of such Subsidiary, in each case in detail satisfactory to the Agent, (ii) within 15 days after such formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date, duly execute and deliver security agreement supplements (if necessary) as specified by, and in form and substance satisfactory to the Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Holders, (iii) within 30 days after such formation or acquisition, take, and cause each Loan Party such new Subsidiary to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees (or in any representative of the Collateral Trustees designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, security agreement supplements, and security agreements delivered pursuant to this Section 5.20, enforceable against all third parties in accordance with their terms, and (iv) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such pledges, assignments, security agreement supplements and security agreements; provided, however, that Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company any entity organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 1 contract

Samples: Credit Agreement (Aes Corp)

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct Subsidiary by the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000, then in each case at the Borrower’s expense: (i) within 10 days after (A) such formation or acquisition and (B) such Investment, furnish to the Agent a description of such Subsidiary, in each case in detail satisfactory to the Agent, (ii) within 15 days after such formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date, duly execute and deliver security agreement supplements (if necessary) as specified by, and in form and substance satisfactory to the Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Holders, (iii) within 30 days after such formation or acquisition, take, and cause each Loan Party to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees (or in any representative of the Collateral Trustees designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, security agreement supplements, and security agreements delivered pursuant to this Section 5.20, enforceable against all third parties in accordance with their terms, and (iv) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such pledges, assignments, security agreement supplements and security agreements; provided, however, that Section 5.20(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Non- Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 1 contract

Samples: Credit and Reimbursement Agreement (Aes Corp)

Covenant to Give Security. (a) Upon (x) the formation or acquisition of any new direct Subsidiary by the Borrower or AES BVI II having a fair market value in excess of $3,000,000 or (y) the Investment by the Borrower and its Subsidiaries in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date such that aggregate assets of such Subsidiary have a fair market value in excess of $3,000,000, then in each case at the Borrower’s expense: (i) within 10 days after (A) such formation or acquisition and (B) such Investment, furnish to the Agent a description of such Subsidiary, in each case in detail satisfactory to the Agent, (ii) within 15 days after such formation or acquisition of any new Subsidiary or such Investment in any direct Subsidiary of the Borrower or AES BVI II that was not a “Pledged Subsidiary” on the Closing Date, duly execute and deliver security agreement supplements (if necessary) as specified by, and in form and substance satisfactory to the Agent, securing payment of all of the Obligations of the Borrower under the Financing Documents; provided that if such new Subsidiary is a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Holders, (iii) within 30 days after such formation or acquisition, take, and cause each Loan Party to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Collateral Trustees (or in any representative of the Collateral Trustees designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, security agreement supplements, and security agreements delivered pursuant to this Section 5.205.21, enforceable against all third parties in accordance with their terms, and (iv) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such pledges, assignments, security agreement supplements and security agreements; . provided, however, however that Section 5.20(a)(y5.21(a)(y) shall not be applicable to Subsidiaries for which a grant or perfection of a Lien on such Subsidiary’s stock would require approvals and consents from foreign and domestic regulations and from lenders to, and suppliers, customers or other contractual counterparties of, such Subsidiary. (b) Other than with respect to the Non-Pledged Subsidiaries, the Secured Holders shall have valid, perfected first priority Lien on (i) 65% of the Equity Interests of each direct Subsidiary of the Borrower that is (A) organized under the laws of a jurisdiction other than the United States or any state thereof, or (B) a limited liability company organized under the laws of the United States or any state thereof the direct or indirect Subsidiary of which is organized under the laws of a jurisdiction other than the United States or any state thereof, (ii) 100% of the Equity Interests of each direct Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof other than those Subsidiaries described by clause (i)(B) above and (iii) 65% of the Equity Interests of each direct Subsidiary of AES BVI II.

Appears in 1 contract

Samples: Credit and Reimbursement Agreement (Aes Corporation)