094 SECURITY INTEREST IN COLLATERAL. No later than, and at all times after, the Conversion Date (but subject to Section 4.03(d)), the Customer shall grant to the Security Agent, for the benefit of AEF, the Lenders and the associated Project Lenders in accordance with the terms of the Intercreditor Agreement, a valid Lien in or on all of the Customer's Collateral (except, subject to the following provisions of this Section 9.04 in the case of Government Approvals constituting Collateral, where such Lien cannot be created under applicable law). Such Liens shall be first priority and perfected at all such times, PROVIDED that if the Liens with respect to the Satellite or any Government Approval constituting Collateral (the "SUBJECT COLLATERAL") shall not be capable of being so perfected (or, in the case of such Government Approvals, created) under applicable law after the Customer shall have taken all reasonable steps to perfect (or, in the case of such Government Approvals, to create) such Lien, the Customer shall take the following additional actions with respect to security interests: (a) if the Customer shall have been determined to be a Category 1 Customer (other than a Category 1C Customer that is not rated by a Major Rating Agency), the Customer shall provide whatever means to perfect a Lien as is normally constituted by the then-present practices (as determined by AEF) of third-party creditors intending to create perfected Liens in assets comparable to the Subject Collateral, (as determined by AEF), under the applicable law as of such Conversion Date of each relevant jurisdiction, in secured satellite or transponder financings, PROVIDED that to the extent that the law applicable to the perfection of a security interest in the Satellite is the law of a State of the United States of America (and without limitation on the application of the law of any other jurisdiction to the extent applicable), the parties hereto recognize that the Uniform Commercial Code in effect in such jurisdiction does not as of the Closing Date expressly address the perfection of Liens in satellites and agree that the Customer shall (i) provide for whatever means to perfect a Lien in orbiting satellites as is normally constituted by the then-present practices of third-party creditors conducting a material lending business in the United States of America intending to create perfected security interests in assets comparable to the Satellite in orbit, (ii) in the absence of such present practices, assume that the Satellite would be classified as either a "mobile good" or an "ordinary good" under the applicable Uniform Commercial Code and (iii) file financing statements and amendments thereto in the following (A) the principal place of business of the Customer or the chief executive office of the Customer if it has more than one place of business, (B) the jurisdiction in which the Satellite is manufactured, (C) any jurisdictions in which the TTC&M Facilities are or will be located, and (D) any jurisdiction with which the Satellite or the Customer has a substantial connection, PROVIDED that, in the case of (A), (B), (C) and (D), such jurisdiction is located within the United States of America, and PROVIDED FURTHER that, in the event there is a change in applicable law that provides for the recognition of the perfection of security interests in orbiting satellites, the Customer shall take all actions required or reasonably advisable under such law to create a perfected Lien in the Satellite; (b) if the Customer shall have been determined to be a Category 1C Customer that is not rated by a Major Rating Agency, a Category 2 Customer or a Category 3 Customer, so long as such Customer is a special purpose vehicle providing a perfected, first priority pledge of the equity interests therein as Collateral, the Customer shall provide whatever means to perfect a Lien as is normally constituted by the then-present practices (as determined by AEF) of third-party creditors intending to create perfected security interests in assets comparable to the Subject Collateral, (as determined by AEF), under the applicable law of each relevant jurisdiction as of the Conversion Date, in secured, non-recourse satellite or transponder financings for borrowers similar to the Customer, PROVIDED that, to the extent that the law applicable to the perfection of a security interest in the Satellite is the law of a State of the United States of America (and without limitation on the application of the law of any other jurisdiction to the extent applicable), the parties hereto recognize that the Uniform Commercial Code in effect in such jurisdiction does not as of the Closing Date expressly address the perfection of Liens in satellites and agree that the Customer shall (i) provide for whatever means to perfect a Lien in orbiting satellites as is normally constituted by the then-present practices (as determined by AEF) of third-party creditors conducting a material lending business in the United States of America intending to create perfected security interests in assets comparable to the Satellite in orbit in secured non-recourse satellite or transponder financings for borrowers similar to the Customer (as determined by AEF), (ii) in the absence of such present practices, assume that the Satellite shall be treated as either a "mobile good" or an "ordinary good" under the applicable Uniform Commercial Code and (iii) file financing 118 Customer shall take all actions required or reasonably advisable under such law to create a perfected Lien in the Satellite; and
Appears in 1 contract
094 SECURITY INTEREST IN COLLATERAL. No later than, and at all times after, the Conversion Date (but subject to Section 4.03(d)), the Customer shall grant to the Security Agent, for the benefit of AEF, the Lenders and the associated Project Lenders in accordance with the terms of the Intercreditor Agreement, a valid Lien in or on all of the Customer's Collateral (except, subject to the following provisions of this Section 9.04 in the case of Government Approvals constituting Collateral, where such Lien cannot be created under applicable law). Such Liens shall be first priority and perfected at all such times, PROVIDED that if the Liens with respect to the Satellite or any Government Approval constituting Collateral (the "SUBJECT COLLATERAL") shall not be capable of being so perfected (or, in the case of such Government Approvals, created) 117 under applicable law after the Customer shall have taken all reasonable steps to perfect (or, in the case of such Government Approvals, to create) such Lien, the Customer shall take the following additional actions with respect to security interests:
(a) if the Customer shall have been determined to be a Category 1 Customer (other than a Category 1C Customer that is not rated by a Major Rating Agency), the Customer shall provide whatever means to perfect a Lien as is normally constituted by the then-present practices (as determined by AEF) of third-party creditors intending to create perfected Liens in assets comparable to the Subject Collateral, (as determined by AEF), under the applicable law as of such Conversion Date of each relevant jurisdiction, in secured satellite or transponder financings, PROVIDED that to the extent that the law applicable to the perfection of a security interest in the Satellite is the law of a State of the United States of America (and without limitation on the application of the law of any other jurisdiction to the extent applicable), the parties hereto recognize that the Uniform Commercial Code in effect in such jurisdiction does not as of the Closing Date expressly address the perfection of Liens in satellites and agree that the Customer shall (i) provide for whatever means to perfect a Lien in orbiting satellites as is normally constituted by the then-present practices of third-party creditors conducting a material lending business in the United States of America intending to create perfected security interests in assets comparable to the Satellite in orbit, (ii) in the absence of such present practices, assume that the Satellite would be classified as either a "mobile good" or an "ordinary good" under the applicable Uniform Commercial Code and (iii) file financing statements and amendments thereto in the following
following jurisdictions: (A) the principal place of business of the Customer or the chief executive office of the Customer if it has more than one place of business, (B) the jurisdiction in which the Satellite is manufactured, (C) any jurisdictions in which the TTC&M Facilities are or will be located, and (D) any jurisdiction with which the Satellite or the Customer has a substantial connection, PROVIDED that, in the case of (A), (B), (C) and (D), such jurisdiction is located within the United States of America, and PROVIDED FURTHER that, in the event there is a change in applicable law that provides for the recognition of the perfection of security interests in orbiting satellites, the Customer shall take all actions required or reasonably advisable under such law to create a perfected Lien in the Satellite;
(b) if the Customer shall have been determined to be a Category 1C Customer that is not rated by a Major Rating Agency, a Category 2 Customer or a Category 3 Customer, so long as such Customer is a special purpose vehicle providing a perfected, first priority pledge of the equity interests therein as Collateral, the Customer shall provide whatever means to perfect a Lien as is normally constituted by the then-present practices (as determined by AEF) of third-party creditors intending to create perfected security interests in assets comparable to the Subject Collateral, (as determined by AEF), under the applicable law of each relevant jurisdiction as of the Conversion Date, in secured, non-recourse satellite or transponder financings for borrowers similar to the Customer, 118 PROVIDED that, to the extent that the law applicable to the perfection of a security interest in the Satellite is the law of a State of the United States of America (and without limitation on the application of the law of any other jurisdiction to the extent applicable), the parties hereto recognize that the Uniform Commercial Code in effect in such jurisdiction does not as of the Closing Date expressly address the perfection of Liens in satellites and agree that the Customer shall (i) provide for whatever means to perfect a Lien in orbiting satellites as is normally constituted by the then-present practices (as determined by AEF) of third-party creditors conducting a material lending business in the United States of America intending to create perfected security interests in assets comparable to the Satellite in orbit in secured non-recourse satellite or transponder financings for borrowers similar to the Customer (as determined by AEF), (ii) in the absence of such present practices, assume that the Satellite shall be treated as either a "mobile good" or an "ordinary good" under the applicable Uniform Commercial Code and (iii) file financing 118 statements and amendments thereto in the following jurisdictions: (A) the principal place of business of the Customer or the chief executive office of the Customer if it has more than one place of business, (B) the jurisdiction in which the Satellite is manufactured, (C) any jurisdiction in which the TTC&M Facilities are located, and (D) any jurisdiction with which the Satellite or the Customer has a substantial connection, PROVIDED that, in the case of (A), (B), (C) and (D), such jurisdiction is located within the United States of America, and PROVIDED FURTHER that, in the event there is a change in applicable law that provides for the recognition of the perfection of Liens in orbiting satellites, the Customer shall take all actions required or reasonably advisable under such law to create a perfected Lien in the Satellite; and
Appears in 1 contract