Common use of PERFECTION; FURTHER ASSURANCES Clause in Contracts

PERFECTION; FURTHER ASSURANCES. 14.1 The Authority agrees that from time to time, at the expense of the Authority, the Authority shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary, or that the Trustee may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby or to enable the Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Authority shall (a) if any Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,000, deliver and pledge to the Trustee such note duly endorsed without recourse, and accompanied by duly executed records of transfer or assignment, all in form and substance satisfactory to the Trustee; and (b) execute and deliver to the Trustee such financing or continuation statements, or amendments thereto, and such other records, instruments, documents, endorsements or notices, as may be reasonably necessary or desirable or as Trustee may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 The Authority hereby authorizes the Trustee to file one or more financing or continuation statements and other records with respect to all or any part of the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Authority in such form and in such offices as the Trustee reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Trustee hereunder. The Authority acknowledges and agrees that it is not authorized to, and will not, authenticate or file, or authorize the filing of, any financing statements or other record with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval and authorization by the Trustee, consenting to the form and substance of such filing or record. The Authority approves, authorizes and ratifies any filing or recording of records made by or on behalf of Trustee in connection with the perfection of the security interest in favor of the Trustee. 14.3 The Authority shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority shall, promptly upon request, provide to the Trustee all information and evidence it may reasonably request concerning the Collateral to enable the Trustee to enforce the provisions of this Agreement.

PERFECTION; FURTHER ASSURANCES. 14.1 The Authority 12.1 Owner agrees that from time to time, at the expense of the AuthorityOwner, the Authority Owner shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary, or that the Trustee Administrative Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby or to enable the Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Authority Owner shall (a) if any Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,0005,000, deliver and pledge to Administrative Agent for the Trustee benefit of the Banks such note duly endorsed without recourse, and accompanied by duly executed records instruments of transfer or assignment, all in form and substance satisfactory to the TrusteeAdministrative Agent; and (b) execute and deliver to the Trustee Administrative Agent such financing or continuation statements, or amendments thereto, and such other records, instruments, documents, endorsements or notices, as may be reasonably necessary or desirable or as Trustee Administrative Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 The Authority 12.2 Owner hereby authorizes the Trustee Administrative Agent to file one or more financing or continuation statements statements, and other records with respect amendments thereto, relative to all or any part of the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Authority in such form and in such offices as the Trustee reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Trustee hereunder. The Authority acknowledges and agrees that it is not authorized to, and will not, authenticate or file, or authorize the filing of, any financing statements or other record with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval and authorization Owner where permitted by the Trustee, consenting to the form and substance of such filing or record. The Authority approves, authorizes and ratifies any filing or recording of records made by or on behalf of Trustee in connection with the perfection of the security interest in favor of the Trusteelaw. 14.3 The Authority 12.3 Owner shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority 12.4 Owner shall, promptly upon request, provide to the Trustee Administrative Agent all information and evidence it may reasonably request concerning the Collateral to enable the Trustee Administrative Agent to enforce the provisions of this Agreement.

PERFECTION; FURTHER ASSURANCES. 14.1 The Authority (a) Prior to or concurrently with the execution herewith, each Borrower Subsidiary shall deliver all certificates or instruments representing or evidencing the Collateral to Collateral Agent and all such certificates or instruments shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance acceptable to Collateral Agent. Collateral Agent shall have sole possession and control of such certificates and instruments until payment in full in cash of the Secured Obligations. Collateral Agent shall have the right, at any time in its discretion, upon the occurrence and during the continuation of an Event of Default, and upon notice to Member (but only where such notice may be given without violating Applicable Law), to transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Collateral and to exchange certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations. In furtherance of the foregoing, Member shall execute and deliver to Collateral Agent a proxy in the form attached hereto as Exhibit A (a “Proxy”) and an irrevocable power in the form of Exhibit B (a “Stock Power”). (b) Member agrees that from time to time, at the expense of the AuthorityMember, the Authority shall will promptly execute and deliver all records, further instruments and documents, and take all further action, that may be reasonably necessarynecessary or desirable, or that the Trustee Collateral Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby or to enable the Trustee Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any the Collateral. Without limiting the generality of the foregoing, the Authority shall (a) if any Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,000, deliver and pledge to the Trustee such note duly endorsed without recourse, and accompanied by duly executed records of transfer or assignment, all in form and substance satisfactory to the Trustee; and (b) Member will execute and deliver to the Trustee file such financing or continuation statements, or amendments thereto, and such other records, instruments, documents, endorsements or notices, as may be reasonably necessary or desirable or as Trustee Collateral Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 The Authority hereby authorizes the Trustee (c) If, at any time and from time to file one or more financing or continuation statements and other records with respect to all or time, any part of the Collateral (including any amendments theretocertificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Collateral Agent (a “Holder”), then Member shall immediately, at Collateral Agent’s option, either cause such Collateral to be delivered into Collateral Agent’s possession, or continuation or termination statements thereof)cause such Holder to enter into a control agreement, without the signature or other authorization of the Authority in such form and in such offices as the Trustee reasonably determines appropriate substance satisfactory to Collateral Agent, and take all other steps deemed necessary by Collateral Agent to perfect or maintain the perfection of the security interest of Collateral Agent in such Collateral, all pursuant to Section 9-106 and Section 9-313 of the Trustee hereunder. The Authority acknowledges and agrees that it is not authorized to, and will not, authenticate or file, or authorize the filing of, any financing statements UCC or other record with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval and authorization by the Trustee, consenting to the form and substance of such filing or record. The Authority approves, authorizes and ratifies any filing or recording of records made by or on behalf of Trustee in connection with Applicable Law governing the perfection of Collateral Agent’s security interest in the Collateral in the possession of such Holder. (d) If any Collateral consists of “uncertificated securities” within the meaning of the UCC or is otherwise not evidenced by any certificate or instrument, Member will promptly notify Collateral Agent thereof and will immediately take and cause to be taken all actions required under Articles 8 and 9 of the UCC and any other Applicable Law, to enable Collateral Agent to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the UCC) of such uncertificated securities and as may be otherwise reasonably necessary or deemed reasonably appropriate by Collateral Agent to perfect the security interest of Collateral Agent therein. (e) Member hereby irrevocably authorizes Collateral Agent at any time and from time to time to file in favor any filing office in any UCC jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral described herein and (ii) provide any other information required by part 5 of Article 9 of the TrusteeUCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether Member is an organization, the type of organization and any organizational identification number issued to Member. Member agrees to furnish any such information to Collateral Agent promptly upon Collateral Agent’s request. 14.3 The Authority (f) Member shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Pledge Agreement, any assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution or authentication and delivery of this Pledge Agreement, any agreement supplemental hereto, any financing statements, and any reasonable instruments of further assurance. 14.4 The Authority shall, promptly upon request, provide assurance required to be paid pursuant to the Trustee all information and evidence it may reasonably request concerning terms of the Collateral to enable the Trustee to enforce the provisions of this AgreementLoan Agreement or any other Loan Document.

PERFECTION; FURTHER ASSURANCES. 14.1 The Authority 12.1 Borrower agrees that from time to time, at the expense of the AuthorityBorrower, the Authority Borrower shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary, or that the Trustee Administrative Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby or to enable the Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Authority Borrower shall (ai) if any Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,0005,000, deliver and pledge to Administrative Agent for the Trustee benefit of the Banks such note duly endorsed without recourse, and accompanied by duly executed records instruments of transfer or assignment, all in form and substance satisfactory to the TrusteeAdministrative Agent; and (bii) execute and deliver to the Trustee Administrative Agent such financing or continuation statements, or amendments thereto, and such other records, instruments, documents, endorsements or notices, as may be reasonably necessary or desirable or as Trustee Administrative Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 The Authority 12.2 Borrower hereby authorizes the Trustee Administrative Agent to file one or more financing or continuation statements statements, and other records with respect amendments thereto, relative to all or any part of the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Authority in such form and in such offices as the Trustee reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Trustee hereunder. The Authority acknowledges and agrees that it is not authorized to, and will not, authenticate or file, or authorize the filing of, any financing statements or other record with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval and authorization Borrower where permitted by the Trustee, consenting to the form and substance of such filing or record. The Authority approves, authorizes and ratifies any filing or recording of records made by or on behalf of Trustee in connection with the perfection of the security interest in favor of the Trusteelaw. 14.3 The Authority 12.3 Borrower shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority 12.4 Borrower shall, promptly upon request, provide to the Trustee Administrative Agent all information and evidence it may reasonably request concerning the Collateral to enable the Trustee Administrative Agent to enforce the provisions of this Agreement.

PERFECTION; FURTHER ASSURANCES. 14.1 The Authority 12.1 Owner agrees that from time to time, at the expense of the AuthorityOwner, the Authority Owner shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary, or that the Trustee Administrative Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby or to enable the Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Authority Owner shall (a) if with respect to the Project/Turbine Owner Portfolio Entity Notes and any other Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,0005,000, deliver and pledge to Administrative Agent for the Trustee benefit of the Banks such note duly endorsed without recourse, and accompanied by duly executed records instruments of transfer or assignment, all in form and substance satisfactory to the TrusteeAdministrative Agent; and (b) execute and deliver to the Trustee Administrative Agent such financing or continuation statements, or amendments thereto, and such other records, instruments, documents, endorsements or notices, as may be reasonably necessary or desirable or as Trustee Administrative Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 The Authority 12.2 Owner hereby authorizes the Trustee Administrative Agent to file one or more financing or continuation statements statements, and other records with respect amendments thereto, relative to all or any part of the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Authority in such form and in such offices as the Trustee reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Trustee hereunder. The Authority acknowledges and agrees that it is not authorized to, and will not, authenticate or file, or authorize the filing of, any financing statements or other record with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval and authorization Owner where permitted by the Trustee, consenting to the form and substance of such filing or record. The Authority approves, authorizes and ratifies any filing or recording of records made by or on behalf of Trustee in connection with the perfection of the security interest in favor of the Trusteelaw. 14.3 The Authority 12.3 Owner shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in 8 403 connection with the execution or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority 12.4 Owner shall, promptly upon request, provide to the Trustee Administrative Agent all information and evidence it may reasonably request concerning the Collateral to enable the Trustee Administrative Agent to enforce the provisions of this Agreement.

PERFECTION; FURTHER ASSURANCES. 14.1 The Authority 11.1 Each Debtor agrees that from time to time, at the expense of the Authoritysuch Debtor, the Authority such Debtor shall promptly execute and deliver all records, further instruments and documents, and take all further action, that may be reasonably necessary, or that the Trustee Administrative Agent may reasonably request, in order to perfect and protect the assignment and security interest granted granted, ensure the continued perfection of, purported or intended to be granted hereby in favor of the Secured Parties or to enable the Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Authority each Debtor shall (ai) if any Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,00050,000, deliver and pledge to the Trustee Administrative Agent for the benefit of the Secured Parties granted a security interest in such Collateral such note or instrument duly endorsed without recourse, and accompanied by duly executed records instruments of transfer or assignment, all in form and substance satisfactory to the Trustee; and Administrative Agent, (bii) execute and deliver to the Trustee Administrative Agent such financing or continuation statements, or amendments thereto, and such other records, instruments, documents, endorsements or notices, as may be reasonably necessary or desirable or as Trustee such Secured Parties may reasonably requestrequest or, in order to perfect and preserve the assignments and security interests granted granted, purported or purported intended to be granted herebyhereby in favor of the relevant Secured Parties and (iii) at the Administrative Agent’s reasonable request, appear in and defend any action or proceeding that may affect Debtor’s title to or the Administrative Agent’s or any of the Secured Parties security interest in all or any part of the Collateral. If any Debtor shall at any time acquire a material commercial tort claim, as defined in the UCC, such Debtor shall promptly notify the Administrative Agent in writing signed by such Debtor of the brief details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. 14.2 The Authority 11.2 Each Debtor hereby authorizes the Trustee Administrative Agent to file one or more financing or continuation statements statements, and other records with respect amendments thereto, relative to all or any part of the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Authority in which such form and in such offices as the Trustee reasonably determines appropriate to perfect or maintain the perfection of the Secured Party has been granted a security interest of the Trustee hereunder. The Authority acknowledges and agrees that it is not authorized to, and will not, authenticate or file, or authorize the filing of, any financing statements or other record with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval and authorization by the Trustee, consenting to the form and substance of such filing or record. The Authority approves, authorizes and ratifies any filing or recording of records made by or on behalf of Trustee in connection with the perfection of the security interest in favor of the Trusteeinterest. 14.3 The Authority 11.3 Each Debtor shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any assurance, and all federal, state, county and municipal stamp taxes and other taxes (other than income taxes), duties, imports, assessments and charges arising out of or in connection with the execution or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority 11.4 Each Debtor shall, promptly upon request, provide to the Trustee Administrative Agent, all information and evidence it may reasonably request concerning the Collateral to enable the Trustee Administrative Agent to enforce the provisions of this Agreement.

PERFECTION; FURTHER ASSURANCES. 14.1 The Authority 12.1 Owner agrees that from time to time, at the expense of the AuthorityOwner, the Authority Owner shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary, or that the Trustee Administrative Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby or to enable the Trustee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Authority Owner shall (a) if with respect to the Equipment Finance Company Portfolio Entity Notes and any other Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,0005,000, deliver and pledge to Administrative Agent for the Trustee benefit of the Banks such note duly endorsed without recourse, and accompanied by duly executed records instruments of transfer or assignment, all in form and substance satisfactory to the TrusteeAdministrative Agent; and (b) execute and deliver to the Trustee Administrative Agent such financing or continuation statements, or amendments thereto, and such other records, instruments, documents, endorsements or notices, as may be reasonably necessary or desirable or as Trustee Administrative Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 The Authority 12.2 Owner hereby authorizes the Trustee Administrative Agent to file one or more financing or continuation statements statements, and other records with respect amendments thereto, relative to all or any part of the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Authority in such form and in such offices as the Trustee reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Trustee hereunder. The Authority acknowledges and agrees that it is not authorized to, and will not, authenticate or file, or authorize the filing of, any financing statements or other record with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval and authorization Owner where permitted by the Trustee, consenting to the form and substance of such filing or record. The Authority approves, authorizes and ratifies any filing or recording of records made by or on behalf of Trustee in connection with the perfection of the security interest in favor of the Trusteelaw. 14.3 The Authority 12.3 Owner shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in 8 458 connection with the execution or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority 12.4 Owner shall, promptly upon request, provide to the Trustee Administrative Agent all information and evidence it may reasonably request concerning the Collateral to enable the Trustee Administrative Agent to enforce the provisions of this Agreement.