Covenant to Give Security. Except with respect to Excluded Property:
Covenant to Give Security. (a) At the time any Subsidiary (or such later time as set forth below) is required to execute a joinder to the Security Agreement pursuant to Section 7.12, the Borrower shall, at the Borrower’s expense:
(i) promptly after such joinder is provided, cause such Subsidiary to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, Perfection Certificates, Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent (including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 5.01(b)), securing payment of all the Obligations of such Subsidiary under the Loan Documents and constituting Liens on all such real and personal properties (subject to the threshold amounts set forth in clause (b) below),
(ii) promptly after such joinder is provided, cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, Intellectual Property Security Agreements and security and pledge agreements delivered pursuant to this Section 7.14, and
(iii) deliver to the Agent, promptly after the request of the Agent in its reasonable discretion, a signed copy of a favorable opinion, in form reasonably satisfactory to the Agent and addressed to the Agent and the other Secured Creditors, of counsel for the Loan Parties as to the matters contained in clauses (i) and (ii) above and Section 7.12, and as to such other matters as the Agent may reasonably request, and
(iv) as promptly as practicable after such joinder is provided, deliver, upon the request of the Agent in its reasonable discretion, to the Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition and that is required to become a Mortgaged Propert...
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 ...
Covenant to Give Security. The Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of (i) each Regulated Insurance Company and (ii) each Material Subsidiary, in each case to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Pledge Agreements or such other pledge documents as the Administrative Agent shall reasonably request; provided that no such pledge of the Equity Interests of any Material Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law. With respect to (i) any Person that becomes a Subsidiary on or after the Effective Date (including Tower and Subsidiaries thereof that become Subsidiaries of the Borrower as a result of the Merger) that is (x) a Regulated Insurance Company or (y) a Material Subsidiary or (ii) any existing Subsidiary that becomes a Regulated Insurance Company or a Material Subsidiary (any such Subsidiary referred to in clause (i) or clause (ii) immediately above shall be referred to herein as a “New Subsidiary”), then the Borrower shall, with respect to each such New Subsidiary that is a Regulated Insurance Company or Material Subsidiary, as the case may be, at the Borrower’s sole expense, promptly (but in any event, (A) in the case of clause (i) immediately above, within thirty (30) days (or such longer period as the Administrative Agent shall agree in writing in its sole discretion) after such Person becomes a Subsidiary on or after the Effective Date and (B) in the case of clause (ii) immediately above, within thirty (30) days (in the case of a Domestic Subsidiary) or sixty (60) days (in the case of a Foreign Subsidiary) (or, in each case, such longer period as the Administrative Agent shall agree in writing in its sole discretion) after such Subsidiary becomes a Regulated Insurance Company or a Material Subsidiary, as the case may be), do the following:
(a) except with respect to Tower and Subsidiaries thereof that become Subsidiaries of the Borrower as a result of the Merger, notify the Administrative Agent of such formation, creation or acquisition;
(b) if the Borrower or any Domestic Subsidiary shall be the direct holder and owner of the Equity Interests of such New Subsidiary, then the Borrower shall (or shall cause such Domestic Subsidiary to) execute and deliver to the Administrative Agent a Pledge Agreement or Security Agreement in favo...
Covenant to Give Security. (a) Personal Property including IP of New Loan Parties. Concurrently with any Person becoming a Loan Party in accordance herewith (or a later date to which the Administrative Agent agrees), cause any such Person to (i) duly execute and deliver to the Collateral Agent counterparts to the Security Agreement or such other document as the Administrative Agent or the Collateral Agent shall reasonably deem appropriate for such purpose, (ii) to the extent that any Equity Interests in, or owned by, such Person is required to be pledged pursuant to the Security Agreement, deliver stock certificates, if any, representing such Equity Interests accompanied by undated stock powers or instruments of transfer executed in blank, (iii) to the extent that any Intellectual Property (as defined in the Security Agreement) owned by a Loan Party is required to be pledged pursuant to the Security Agreement but has not been pledged, deliver any supplements to the IP Security Agreements reasonably requested by the Administrative Agent or the Collateral Agent, (iv) deliver to the Administrative Agent and the Collateral Agent a supplement to the Collateral Questionnaire with respect to such Guarantor and (v) comply with all other requirements of the Security Agreement with respect to the Collateral of such Guarantor.
Covenant to Give Security. (a) Upon the formation or acquisition of any new Company Group Party or Project Company (unless, in the case of a Company Group Party or Project Company that is not wholly owned by a Loan Party or Affiliate thereof, such Company Group Party’s or Project Company’s Organization Documents prohibit Liens on Equity Interests of such Company Group Party or such Project Company pursuant to the Security Agreement, or in the case of any Project Company, such Lien is prohibited due to the terms of any Project-Level Indebtedness or any Permitted Tax Equity Financing binding upon such Person or another Project Company that is the direct or indirect parent of such Person or expected to become binding upon such Person or another Project Company that is the direct or indirect parent of such Person within one hundred eighty (180) days (or such longer period not to exceed 270 days as is reasonably acceptable to the Administrative Agent), following its formation or acquisition by any Loan Party) owned directly by any Loan Party, then the Borrower shall, at the Borrower’s expense, with respect to the Equity Interests in each such Company Group Party or Project Company:
(i) within 15 Business Days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such formation or acquisition, duly execute and deliver to the Administrative Agent Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, together with all Pledged Equity issued by such Company Group Party or Project Company and owned by a Loan Party and other instruments of the type specified in clause (a)(iv) of Article IV, securing payment of all the Obligations of such Loan Party and constituting Liens on all such properties (provided that in no event shall such security interests or Liens apply to, in the case of any Foreign Subsidiary, more than 65% of the voting equity interests and 100% of non-voting equity interests in such Foreign Subsidiary; provided further, that in no event shall any Foreign Subsidiary or any direct or indirect Subsidiary of a Foreign Subsidiary be required to pledge or grant a security interest in any of its assets pursuant to this Section 6.12(a)(i));
(ii) within 15 Business Days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such formation or acquisition, cause the Loan Part...
Covenant to Give Security. With respect to each Issuer Party, comply with the requirements of the Collateral Documents.
Covenant to Give Security. Except with respect to Excluded Property, each Loan Party will cause (a) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any CFC Holdco) directly owned by any Loan Party and (b) Equity Interests representing sixty five percent (65%) of the total combined voting power of all issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each CFC Holdco directly owned by a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Lender; provided, however, it is understood and agreed that the Loan Parties shall not be required to cause the Lender’s security interests on the Collateral to be perfected under the Laws of the jurisdiction of organization of any Foreign Subsidiary unless and until, as of any date of determination, either (as shown on the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b)) (x) the Consolidated Fixed Charge Coverage Ratio for the Measurement Period most recently ended prior to such date was less than 1.35 to 1.00 or (y) Consolidated EBITDA was less than $135,000,000 for the Measurement Period most recently ended prior to such date. If either of the conditions specified in clauses (x) or (y) of the proviso set forth in the immediately preceding sentence are satisfied, the Borrower shall be required, at the Lender’s written request, to execute and deliver (or cause the applicable Loan Party to execute and deliver) such pledge agreements or other collateral documents in the applicable foreign jurisdiction(s) as the Lender may reasonably determine to cause the Lender’s security interest in the uncertificated Equity Interests of any Material Foreign Subsidiary to be perfected under the laws of such foreign jurisdiction, together with such opinions of counsel and other deliverables as the Lender may reasonably request. It is understood and agreed that the Loan Parties shall...
Covenant to Give Security. (a) Personal Property including IP of New Guarantors. Concurrently with any Restricted Subsidiary becoming a Guarantor pursuant to Section 6.12 (or a later date to which the Administrative Agent agrees), cause any such Restricted Subsidiary to (i) duly execute and deliver to the Collateral Trustee counterparts to the Security Agreement or such other document as the Administrative Agent or the Collateral Trustee shall reasonably deem appropriate for such purpose, (ii) to the extent that any Capital Stock in, or owned by, such Restricted Subsidiary is required to be pledged pursuant to the Security Agreement or the Gibraltar Pledge Agreement, deliver stock certificates, if any, representing such Capital Stock accompanied by undated stock powers or instruments of transfer executed in blank, (iii) to the extent that any Intellectual Property (as defined in the Security Agreement) owned by a Loan Party is required to be pledged pursuant to the Security Agreement but has not been pledged, deliver any supplements to the IP Security Agreements reasonably requested by the Administrative Agent or the Collateral Trustee and (iv) comply with all other requirements of the Security Agreement with respect to the Collateral of such Guarantor.
Covenant to Give Security. Prior to the occurrence of an Investment Grade Date (and following any Collateral Trigger Event) (and except with respect to Excluded Property):
