Common use of Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings Clause in Contracts

Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings. (a) The Borrower shall execute and deliver, from time to time as reasonably requested by DOE or the Collateral Agent at the Borrower's expense, such other documents and instruments as shall be necessary or advisable or that DOE or the Collateral Agent may reasonably request in connection with the rights and remedies of DOE and the Collateral Agent granted or provided for by the Loan Documents, and to consummate the transactions contemplated therein. (b) The Borrower shall, at its own expense, take all actions that have been or shall be reasonably requested by DOE or the Collateral Agent or that the Borrower knows are necessary to establish, maintain, preserve, protect or continue the validity, perfection or priority of the first priority (subject to Permitted Liens) Liens of the Secured Parties created by the Security Documents and shall furnish to DOE timely notice of the necessity of any such action, together with such instruments, in execution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action. Without limiting the generality of the foregoing, the Borrower shall, at its own expense, (A) execute or cause to be executed and shall file or cause to be filed or register or cause to be registered and record or cause to be recorded all documents (including financing statements, continuation statements, fixture filings and mortgages or deeds of trust) and pay all fees, Taxes and Periodic Expenses in connection therewith, in all places necessary or advisable (in the reasonable opinion of counsel for DOE or the Collateral Agent) to establish, maintain, preserve, protect or continue the validity, perfection or priority of such Liens and in all other places that DOE or the Collateral Agent shall reasonably request, (B) discharge all other Liens (other than Permitted Liens), (C) deliver or publish all notices to third parties that may be required to establish, maintain, preserve, protect or continue the validity, perfection or priority (subject to Permitted Liens) of any Lien created pursuant to the Security Documents and (D) cause to be delivered to DOE such opinions of counsel and other related documents as may be reasonably requested by DOE or the Collateral Agent to assure compliance with this Section 6.8. (c) If the Borrower shall at any time acquire any interest in any Collateral that is not covered by the Security Documents or the Lien created thereby, the Borrower shall promptly notify DOE of such interest and, to the extent requested by DOE, shall promptly (i) execute, deliver and record a supplement to the Security Documents, satisfactory in form and substance to DOE and (ii) establish and perfect a first priority (subject to Permitted Liens) Lien of the Secured Parties in each such interest. (d) If at any time any Additional Project Document shall be entered into by the Borrower, the Owners' Agent (if the Owners' Agent is acting on behalf of and would bind the Borrower) or the Operator in connection with the Project, the Borrower shall promptly notify DOE of such Additional Project Document and (i) in the case of an Additional Project Document that (A) creates, terminates, replaces or otherwise modifies any IP Interest, or (B) is entered into in connection with any lease financing of nuclear fuel for the Project, the Borrower shall promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document, unless, in the case of subclause (A) above, where the Borrower's failure to own or hold all or any part of such IP Interest could not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of; or (ii) in the case of any Additional Project Document other than an Additional Project Document described in subclause (i) above, the Borrower shall, to the extent requested by DOE, use its reasonable best efforts to promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document. (e) Without limiting the generality of the foregoing, as soon as practicable after Commercial Operation with respect to each Unit, the Borrower shall (i) provide DOE with a copy of all descriptions provided to the Owners pursuant to Section 4.9(c) of the Ownership Agreement of the Additional Unit Properties setting forth in reasonable detail the facilities, equipment and other property and rights then constituting such applicable Additional Unit Property, including all property (including a metes and bounds description of the Identified Sites (as defined in the Ownership Agreement)), real or personal, and rights therein jointly paid for under the Ownership Agreement and (ii) if requested by DOE, enter into an amendment to the Deed to Secure Debt to revise the description of the collateral in accordance with the updated description.

Appears in 1 contract

Samples: Loan Guarantee Agreement (Georgia Power Co)

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Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings. (a) The Borrower shall execute and deliver, from time to time as reasonably requested by DOE or the Collateral Agent Trustee at the Borrower's ’s expense, such other documents and instruments as shall be necessary or advisable or that DOE or the Collateral Agent Trustee may reasonably request in connection with the rights and remedies of DOE and the Collateral Agent Trustee granted or provided for by the Loan Documents, and to consummate the transactions contemplated therein. (b) The Borrower shall, at its own expense, take all actions that have been or shall be reasonably requested by DOE or the Collateral Agent or that the Borrower knows are necessary to establish, maintain, preserve, protect or continue the validity, perfection or priority of the first priority (subject to Permitted Liens) Liens of the Secured Parties created by the Security Documents and shall furnish to DOE timely notice of the necessity of any such action, together with such instruments, in execution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action. Without limiting the generality of the foregoing, the Borrower shall, at its own expense, (A) execute or cause to be executed and shall file or cause to be filed or register or cause to be registered and record or cause to be recorded all documents (including financing statements, continuation statements, fixture filings and mortgages or deeds of trust) and pay all fees, Taxes and Periodic Expenses in connection therewith, in all places necessary or advisable (in the reasonable opinion of counsel for DOE or the Collateral Agent) to establish, maintain, preserve, protect or continue the validity, perfection or priority of such Liens and in all other places that DOE or the Collateral Agent shall reasonably request, (B) discharge all other Liens (other than Permitted Liens), (C) deliver or publish all notices to third parties that may be required to establish, maintain, preserve, protect or continue the validity, perfection or priority (subject to Permitted Liens) of any Lien created pursuant to the Security Documents and (D) cause to be delivered to DOE such opinions of counsel and other related documents as may be reasonably requested by DOE or the Collateral Agent to assure compliance with this Section 6.8. (c) If the Borrower shall at any time acquire any interest in any Collateral related to the Project that is not covered perfected by the Security Documents or the Lien created thereby, the Borrower shall promptly notify DOE of such interest and, to the extent requested by DOE, shall promptly (i) execute, deliver and record a supplement to the Security Documents, satisfactory in form and substance to DOE DOE, and (ii) establish and perfect a first priority (subject to Permitted Liens) Lien of the Trustee (for the benefit of the holders of Outstanding Indenture Obligations, including the Secured Parties Parties) in each such interest. (dc) If the Borrower shall at any time execute any Additional Project Document shall be entered into by the Borrower, the Owners' Agent (if the Owners' Agent is acting on behalf of and would bind the Borrower) or the Operator in connection with the ProjectDocument, the Borrower shall promptly notify DOE of such Additional Project Document and and, to the extent requested by DOE, shall use its reasonable best efforts to promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K (i) in the case Form of an Additional Project Document Consent to Assignment ) with respect to such Additional Project Document; provided however, that (A) if any such Additional Project Document creates, terminates, replaces or otherwise modifies any IP Interest, or Interest (B) is entered into in connection with other than any lease financing Additional Project Document for the supply of nuclear fuel assemblies and/or related required software for the Project), the Borrower shall promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K (Form of Additional Project Document Consent to Assignment ) with respect to such Additional Project Document, unless, in the case of subclause (A) above, except where the Borrower's ’s failure to own or hold all or any part of such IP Interest could would not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of; or (ii) in the case of any Additional Project Document other than an Additional Project Document described in subclause (i) above, the Borrower shall, to the extent requested by DOE, use its reasonable best efforts to promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document. (ed) Without limiting the generality of the foregoing, as soon as practicable after the date of Commercial Operation with respect to each Unit, the Borrower shall (i) provide DOE with a copy of all descriptions provided to the Owners pursuant to Section 4.9(c) of the Ownership Agreement of the Additional Unit Properties Property(ies) (as defined in the Ownership Agreement) setting forth in reasonable detail the facilities, equipment and other property and rights then constituting such applicable Additional Unit Property, including all property (including a metes and bounds description of the Identified Sites (as defined in the Ownership Agreement)), real or personal, and rights therein jointly paid for under the Ownership Agreement and (ii) if requested by DOE, enter into an any amendment to the Deed Security Documents, including a Supplemental Indenture, necessary for such Additional Unit Property to Secure Debt to revise the description constitute part of the collateral in accordance with “Trust Estate” under the updated descriptionMortgage Indenture. (e) Upon the written request of DOE, to the extent the Borrower owns any Additional Unit Properties consisting of nuclear fuel located outside the State of Georgia as to which a security interest can be created under the Uniform Commercial Code and perfected solely by the filing of a financing statement under the Uniform Commercial Code, the Borrower shall cause such nuclear fuel to be subjected to the Lien of the Mortgage Indenture.

Appears in 1 contract

Samples: Loan Guarantee Agreement (Oglethorpe Power Corp)

Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings. (a) The Borrower shall execute and deliver, from time to time as reasonably requested by DOE or the Collateral Agent at the Borrower's ’s expense, such other documents and instruments as shall be necessary or advisable or that DOE or the Collateral Agent may reasonably request in connection with the rights and remedies of DOE and the Collateral Agent granted or provided for by the Loan Documents, and to consummate the transactions contemplated therein. (b) The Borrower shall, at its own expense, take all actions that have been or shall be reasonably requested by DOE or the Collateral Agent or that the Borrower knows are necessary to establish, maintain, preserve, protect or continue the validity, perfection or priority of the first priority (subject to Permitted Liens) Liens of the Secured Parties created by the Security Documents and shall furnish to DOE timely notice of the necessity of any such action, together with such instruments, in execution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action. Without limiting the generality of the foregoing, the Borrower shall, at its own expense, (A) execute or cause to be executed and shall file or cause to be filed or register or cause to be registered and record or cause to be recorded all documents (including financing statements, continuation statements, fixture filings and mortgages or deeds of trust) and pay all fees, Taxes and Periodic Expenses in connection therewith, in all places necessary or advisable (in the reasonable opinion of counsel for DOE or the Collateral Agent) to establish, maintain, preserve, protect or continue the validity, perfection or priority of such Liens and in all other places that DOE or the Collateral Agent shall reasonably request, (B) discharge all other Liens (other than Permitted Liens), (C) deliver or publish all notices to third parties that may be required to establish, maintain, preserve, protect or continue the validity, perfection or priority (subject to Permitted Liens) of any Lien created pursuant to the Security Documents and (D) cause to be delivered to DOE such opinions of counsel and other related documents as may be reasonably requested by DOE or the Collateral Agent to assure compliance with this Section 6.8. (c) If the Borrower shall at any time acquire any interest in any Collateral that is not covered by the Security Documents or the Lien created thereby, the Borrower shall promptly notify DOE of such interest and, to the extent requested by DOE, shall promptly (i) execute, deliver and record a supplement to the Security Documents, satisfactory in form and substance to DOE and (ii) establish and perfect a first priority (subject to Permitted Liens) Lien of the Secured Parties in each such interest. (d) If at any time any Additional Project Document shall be entered into by the Borrower, the Owners' Agent (if the Owners' Agent is acting on behalf of and would bind the Borrower) or the Operator in connection with the Project, the Borrower shall promptly notify DOE of such Additional Project Document and (i) in the case of an Additional Project Document that (A) creates, terminates, replaces or otherwise modifies any IP Interest, or (B) is entered into in connection with any lease financing of nuclear fuel for the Project, the Borrower shall promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document, unless, in the case of subclause (A) above, where the Borrower's ’s failure to own or hold all or any part of such IP Interest could not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of; or (ii) in the case of any Additional Project Document other than an Additional Project Document described in subclause (i) above, the Borrower shall, to the extent requested by DOE, use its reasonable best efforts to promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document. (e) Without limiting the generality of the foregoing, as soon as practicable after Commercial Operation with respect to each Unit, the Borrower shall (i) provide DOE with a copy of all descriptions provided to the Owners pursuant to Section 4.9(c) of the Ownership Agreement of the Additional Unit Properties setting forth in reasonable detail the facilities, equipment and other property and rights then constituting such applicable Additional Unit Property, including all property (including a metes and bounds description of the Identified Sites (as defined in the Ownership Agreement)), real or personal, and rights therein jointly paid for under the Ownership Agreement and (ii) if requested by DOE, enter into an amendment to the Deed to Secure Debt to revise the description of the collateral in accordance with the updated description.

Appears in 1 contract

Samples: Loan Guarantee Agreement (Georgia Power Co)

Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings. (a) The Borrower shall execute and deliver, from time to time as reasonably requested by DOE or the Collateral Agent Trustee at the Borrower's ’s expense, such other documents and instruments as shall be necessary or advisable or that DOE or the Collateral Agent Trustee may reasonably request in connection with the rights and remedies of DOE and the Collateral Agent Trustee granted or provided for by the Loan Documents, and to consummate the transactions contemplated therein. (b) The Borrower shall, at its own expense, take all actions that have been or shall be reasonably requested by DOE or the Collateral Agent or that the Borrower knows are necessary to establish, maintain, preserve, protect or continue the validity, perfection or priority of the first priority (subject to Permitted Liens) Liens of the Secured Parties created by the Security Documents and shall furnish to DOE timely notice of the necessity of any such action, together with such instruments, in execution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action. Without limiting the generality of the foregoing, the Borrower shall, at its own expense, (A) execute or cause to be executed and shall file or cause to be filed or register or cause to be registered and record or cause to be recorded all documents (including financing statements, continuation statements, fixture filings and mortgages or deeds of trust) and pay all fees, Taxes and Periodic Expenses in connection therewith, in all places necessary or advisable (in the reasonable opinion of counsel for DOE or the Collateral Agent) to establish, maintain, preserve, protect or continue the validity, perfection or priority of such Liens and in all other places that DOE or the Collateral Agent shall reasonably request, (B) discharge all other Liens (other than Permitted Liens), (C) deliver or publish all notices to third parties that may be required to establish, maintain, preserve, protect or continue the validity, perfection or priority (subject to Permitted Liens) of any Lien created pursuant to the Security Documents and (D) cause to be delivered to DOE such opinions of counsel and other related documents as may be reasonably requested by DOE or the Collateral Agent to assure compliance with this Section 6.8. (c) If the Borrower shall at any time acquire any interest in any Collateral related to the Project that is not covered perfected by the Security Documents or the Lien created thereby, the Borrower shall promptly notify DOE of such interest and, to the extent requested by DOE, shall promptly (i) execute, deliver and record a supplement to the Security Documents, satisfactory in form and substance to DOE DOE, and (ii) establish and perfect a first priority (subject to Permitted Liens) Lien of the Trustee (for the benefit of the holders of Outstanding Indenture Obligations, including the Secured Parties Parties) in each such interest. (dc) If the Borrower shall at any time execute any Additional Project Document shall be entered into by the Borrower, the Owners' Agent (if the Owners' Agent is acting on behalf of and would bind the Borrower) or the Operator in connection with the ProjectDocument, the Borrower shall promptly notify DOE of such Additional Project Document and and, to the extent requested by DOE, shall use its reasonable best efforts to promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K (i) in the case Form of an Additional Project Document Consent to Assignment) with respect to such Additional Project Document; provided, however, that (A) if any such Additional Project Document creates, terminates, replaces or otherwise modifies any IP Interest, or Interest (B) is entered into in connection with other than any lease financing Additional Project Document for the supply of nuclear fuel assemblies and/or related required software for the Project), the Borrower shall promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K (Form of Additional Project Document Consent to Assignment) with respect to such Additional Project Document, unless, in the case of subclause (A) above, except where the Borrower's ’s failure to own or hold all or any part of such IP Interest could would not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of; or (ii) in the case of any Additional Project Document other than an Additional Project Document described in subclause (i) above, the Borrower shall, to the extent requested by DOE, use its reasonable best efforts to promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document. (ed) Without limiting the generality of the foregoing, as soon as practicable after the date of Commercial Operation with respect to each Unit, the Borrower shall (i) provide DOE with a copy of all descriptions provided to the Owners pursuant to Section 4.9(c) of the Ownership Agreement of the Additional Unit Properties Property(ies) (as defined in the Ownership Agreement) setting forth in reasonable detail the facilities, equipment and other property and rights then constituting such applicable Additional Unit Property, including all property (including a metes and bounds description of the Identified Sites (as defined in the Ownership Agreement)), real or personal, and rights therein jointly paid for under the Ownership Agreement and (ii) if requested by DOE, enter into an any amendment to the Deed Security Documents, including a Supplemental Indenture, necessary for such Additional Unit Property to Secure Debt to revise the description constitute part of the collateral in accordance with “Trust Estate” under the updated descriptionMortgage Indenture. (e) Upon the written request of DOE, to the extent the Borrower owns any Additional Unit Properties consisting of nuclear fuel, coal, oil or natural gas located outside the State of Georgia as to which a security interest can be created under the Uniform Commercial Code and perfected solely by the filing of a financing statement under the Uniform Commercial Code, the Borrower shall cause such nuclear fuel, coal, oil or natural gas to be subjected to the Lien of the Mortgage Indenture.

Appears in 1 contract

Samples: Loan Guarantee Agreement (Oglethorpe Power Corp)

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Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings. (a) The Borrower shall promptly execute and deliver, from time to time as reasonably requested by the Loan Servicer, DOE or the Collateral Agent at the Borrower's ’s expense, such other documents and instruments as shall be necessary or advisable or that the Loan Servicer, DOE or and the Collateral Agent may reasonably request in connection with the rights and remedies of DOE and the Collateral Agent granted or provided for by the Loan Documents, Transaction Documents and to consummate the transactions contemplated therein. (b) The Borrower shall, at its own expense, promptly take all actions that have been or shall be reasonably requested by DOE or the Loan Servicer, DOE, the Collateral Agent or that the Borrower knows are necessary to establish, maintain, preserveprotect, protect or perfect and continue the validity, perfection or priority of the first priority (subject to Permitted Liens) Liens security interests of the Secured Parties created by the Security Documents and shall furnish to DOE timely notice of the necessity of any such action, together with such instruments, in execution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action. Without limiting the generality of the foregoing, the Borrower shall, at its own expense, (Ai) execute or cause to be executed and shall file or cause to be filed or register or cause to be registered and record or cause to be recorded all documents (including such financing statements, continuation statements, fixture filings and mortgages or deeds of trust) and pay all fees, Taxes and Periodic Expenses in connection therewith, trust in all places necessary or advisable (in the reasonable opinion of counsel for the Loan Servicer, DOE or the Collateral Agent) to establish, maintain, preserve, protect or continue the validity, perfection or priority of maintain and perfect such Liens security interests and in all other places that the Loan Servicer, DOE or the Collateral Agent shall reasonably request, (Bii) discharge all other Liens (other than Permitted Liens), ) or other claims adversely affecting the rights of the Secured Parties in the Collateral; and (Ciii) deliver or publish all notices to third parties that may be required to establish, maintain, preserve, protect establish or continue maintain the validity, perfection or priority (subject to Permitted Liens) of any Lien created pursuant to the Security Documents. (c) The Borrower shall promptly do everything necessary or advisable in the judgment of the Loan Servicer, DOE or the Collateral Agent (including filing, registering and recording all necessary documents and paying all fees, taxes, levies, imposts and Periodic Expenses in connection therewith) to (i) create security arrangements, including, as applicable, the establishment of a pledge or the perfection of any Lien or, as applicable, the enforceability of a Lien as against the Borrower and any subsequent lienor (including a judgment lienor), holder of a charge, or transferee for or not for value, in bulk, by operation of law, or otherwise, in each case granted, with respect to future assets in accordance with the requirements of all Applicable Laws, or the law of any other jurisdiction, as applicable, (ii) maintain the security and pledges created by the Security Documents in full force and effect at all times (including, as applicable, the priority thereof); and (Diii) preserve and protect the Collateral and protect and enforce its rights and title, and the rights and title of the Secured Parties, to the security created by the Security Documents. Furthermore, the Borrower shall cause to be delivered to DOE the Loan Servicer such opinions of counsel and other related documents as may be reasonably requested by the Loan Servicer, DOE or the Collateral Agent to assure compliance with this Section 6.86.20(c). (cd) If the Borrower shall at any time acquire any interest in any Property that is Collateral that but is not covered by the Security Documents or the Lien created therebyenter into any Additional Project Document, the Borrower shall promptly notify DOE of such interest and, to the extent requested by DOE, shall promptly (i) as applicable: (A) execute, deliver and record a an amendment or supplement to the Security Documents, satisfactory in form and substance to DOE and (ii) establish and perfect a first priority (subject to Permitted Liens) Lien of the Secured Parties in each such interest. (d) If at any time any Additional Project Document shall be entered into by the Borrower, the Owners' Agent (if the Owners' Agent is acting on behalf of and would bind the Borrower) or the Operator in connection with the Project, the Borrower shall promptly notify DOE of such Additional Project Document and (i) in the case of an Additional Project Document that (A) creates, terminates, replaces or otherwise modifies any IP InterestDOE, or (B) is entered enter into in connection with any lease financing of nuclear fuel for the Project, the Borrower shall promptly deliver to the Secured Parties a Direct Agreement in substantially with the form attached hereto as Exhibit K with respect to such Additional Project Document, unlessCollateral Agent, in each case, as necessary in order to grant the case of subclause Collateral Agent a first priority lien or security interest (A) above, where the Borrower's failure to own or hold all or any part of such IP Interest could not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of; or (iias applicable) in the case of any Additional Project Document other than an Additional Project Document described such Property, subject only to Permitted Liens, and otherwise in subclause (i) above, the Borrower shall, form and substance satisfactory to the extent requested by DOE, use its reasonable best efforts to promptly deliver to Loan Servicer and the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document. (e) Without limiting the generality of the foregoing, as soon as practicable after Commercial Operation with respect to each Unit, the Borrower shall (i) provide DOE with a copy of all descriptions provided to the Owners pursuant to Section 4.9(c) of the Ownership Agreement of the Additional Unit Properties setting forth in reasonable detail the facilities, equipment and other property and rights then constituting such applicable Additional Unit Property, including all property (including a metes and bounds description of the Identified Sites (as defined in the Ownership Agreement)), real or personal, and rights therein jointly paid for under the Ownership Agreement Collateral Agent and (ii) if requested by DOE, enter into an amendment to the Deed to Secure Debt to revise the description of the collateral in accordance with the updated descriptionensure that such lien or security interest shall be valid and effective.

Appears in 1 contract

Samples: Loan Guarantee Agreement (NRG Yieldco, Inc.)

Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings. (a) The Borrower shall execute and deliver, from time to time as reasonably requested by the Loan Servicer, DOE or the Collateral Agent Agent, at the Borrower's expense, such other documents and instruments as shall be necessary or advisable or that the Loan Servicer, DOE or the Collateral Agent may reasonably request in connection with the rights and remedies of DOE and the Collateral Agent granted or provided for by the Loan Transaction Documents, and to consummate the transactions contemplated therein. (bi) The Borrower shall, at its own expense, take all actions that have been or shall be reasonably requested by DOE or the Loan Servicer, DOE, the Collateral Agent or that the Borrower knows are necessary to establish, maintain, preserveprotect, protect or perfect and continue the validity, perfection or priority of the first priority (subject to Permitted Liens) Liens security interests of the Secured Parties created by or to be created by the Security Documents and shall furnish to DOE timely notice of the necessity of any such action, together with such instruments, in execution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action. Without limiting the generality of the foregoing, the Borrower shall, at its own expense, (A) execute or cause to be executed and shall file or cause to be filed or register or cause to be registered and record or cause to be recorded all documents (including such financing statements, continuation statements, fixture filings and mortgages or deeds of trust) and pay all fees, Taxes and Periodic Expenses in connection therewith, trust in all places necessary or advisable (in the reasonable opinion of counsel for the Loan Servicer, DOE or the Collateral Agent) to establish, maintain, preserve, protect or continue the validity, perfection or priority of maintain and perfect such Liens security interests and in all other places that the Loan Servicer, DOE or the Collateral Agent shall reasonably request, (B) discharge all other Liens (other than Permitted Liens), ) or other claims adversely affecting the rights of the Secured Parties in the Collateral and (C) deliver or publish all notices to third parties that may be required to establish, maintain, preserve, protect establish or continue maintain the validity, perfection or priority (subject to Permitted Liens) of any Lien created pursuant to the Security Documents; and (ii) The Borrower shall do everything necessary or advisable in the judgment of the Loan Servicer, DOE or the Collateral Agent (including filing, registering and recording all necessary documents and paying all fees, taxes, levies, imposts and Periodic Expenses in connection therewith) to (A) create security arrangements, including, if applicable, the establishment of a pledge or the perfection of any Lien or, as applicable, the enforceability of a Lien as against the Borrower and any subsequent lienor (including a judgment lienor), holder of a charge, or transferee for or not for value, in bulk, by operation of law, or otherwise, in each case granted, with respect to future assets in accordance with the requirements of all Governmental Rules, or the law of any other jurisdiction, as applicable, (B) maintain the security and pledges created by the Security Documents in full force and effect at all times (including, as applicable, the priority thereof) and (DC) preserve and protect the Collateral and protect and enforce its rights and title, and the rights and title of the Credit Parties, to the security created by the Security Documents. Furthermore, the Borrower shall cause to be delivered to DOE the Loan Servicer such opinions of counsel and other related documents as may be reasonably requested by the Loan Servicer, DOE or the Collateral Agent to assure compliance with this Section 6.86.19; provided that the foregoing shall not be interpreted to require the Borrower to execute a Local Accounts Control Agreement with respect to any Unrestricted Local Account prior to the Initial Advance Date. (c) If the Borrower shall at any time acquire any interest in any Collateral that is property not covered by the Security Documents then in full force and effect or the Lien created therebyenter into any Additional Project Document not covered by such Security Documents, the Borrower shall promptly notify DOE of such interest and, to the extent requested by DOE, shall promptly (i) execute, deliver and record a supplement to the Security Documents, satisfactory in form and substance to DOE and the Loan Servicer, (ii) establish and perfect a first priority (subject to Permitted Liens) Lien of ensure that the Secured Parties in each such interest. (d) If at any time any Additional Project Document security interest shall be entered into valid and effective, and (iii) if requested by the BorrowerLoan Servicer, the Owners' Agent (if the Owners' Agent is acting on behalf of and would bind the Borrower) or the Operator in connection with the Project, the Borrower shall promptly notify DOE of such Additional Project Document and (i) in the case of an Additional Project Document that (A) creates, terminates, replaces or otherwise modifies any IP Interest, or (B) is entered into in connection with any lease financing of nuclear fuel for the Project, the Borrower shall promptly deliver to the Secured Credit Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document, unless, in the case of subclause (A) above, where the Borrower's failure to own or hold all or any part of such IP Interest could not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of; or (ii) in the case of any Additional Project Document other than an Additional Project Document described in subclause (i) above, the Borrower shall, to the extent requested by DOE, use its reasonable best efforts to promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document. (e) Without limiting the generality of the foregoing, as soon as practicable after Commercial Operation with respect to each Unit, the Borrower shall (i) provide DOE with a copy of all descriptions provided to the Owners pursuant to Section 4.9(c) of the Ownership Agreement of the Additional Unit Properties setting forth in reasonable detail the facilities, equipment and other property and rights then constituting such applicable Additional Unit Property, including all property (including a metes and bounds description of the Identified Sites (as defined in the Ownership Agreement)), real or personal, and rights therein jointly paid for under the Ownership Agreement and (ii) if requested by DOE, enter into an amendment to the Deed to Secure Debt to revise the description of the collateral in accordance with the updated description.

Appears in 1 contract

Samples: Loan Guarantee Agreement (Us Geothermal Inc)

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