Collateral; Further Assurances. (a) Within sixty (60) days (or such later date as may be reasonably agreed upon by the Agent) after the date of a Collateral Springing Event, the Company will, and will cause each Guarantor to enter into the Security Agreement. (b) Within sixty (60) days (or such later date as may be reasonably agreed upon by the Agent) after the date of a Collateral Springing Event, and thereafter at all times during the Collateral Period, subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause, and will cause each other Domestic Obligor to cause, all of its owned property (whether personal, tangible, intangible, or mixed but excluding Excluded Assets) to be subject at all times to perfected Security in favor of the Security Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents on a first priority basis, subject in any case to Security permitted pursuant to Clause 21.3 (Negative Pledge) (provided that such perfection shall be limited to the United States). Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Assets) directly owned by the Company or any other Domestic Obligor to be subject at all times to a first priority perfected (subject in any case to Security permitted pursuant to Clause 21.3 (Negative Pledge)) Security in favor of the Security Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents. (c) Without limiting the foregoing, during the Collateral Period, the Company will, and will cause each member of the Group to, execute and deliver, or cause to be executed and delivered, to the Agent such documents, agreements and instruments, and will take or cause to be taken such further actions, which may be required by law or which the Security Agent or the Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Finance Documents and to ensure perfection and priority of the Security created or intended to be created by the Collateral Documents, subject to the terms, limitations and exceptions set forth herein or in any Collateral Document, all at the expense of the Company. (d) Notwithstanding the foregoing or anything contained in this Agreement or any other Finance Document to the contrary, in respect of the Company and its Subsidiaries, (i) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction to create or perfect a security interest shall be required in order to create any security interests in assets or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction, (ii) no control agreements, landlord waivers, estoppels or collateral access letters shall be required and (iii) no actions shall be required to perfect a security interest in letter of credit rights or commercial tort claims, other than the filing of a UCC financing statement.
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Collateral; Further Assurances. (a) Within sixty Except as provided in paragraphs (60b), (c), (d) days and (or such later date as may be reasonably agreed upon by e) below, Holdings and the Agent) after the date of a Collateral Springing Event, the Company Borrower will, and Holdings will cause each Guarantor to enter into the Security Agreement.
(b) Within sixty (60) days (or such later date as may be reasonably agreed upon by the Agent) after the date of a Collateral Springing Event, and thereafter at all times during the Collateral Period, subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause, and will cause each other Domestic Obligor to cause, all of its owned property (whether personal, tangible, intangible, or mixed but excluding Excluded Assets) to be subject at all times to perfected Security in favor of the Security Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents on a first priority basis, subject in any case to Security permitted pursuant to Clause 21.3 (Negative Pledge) (provided that such perfection shall be limited to the United States). Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Assets) directly owned by the Company or any other Domestic Obligor to be subject at all times to a first priority perfected (subject in any case to Security permitted pursuant to Clause 21.3 (Negative Pledge)) Security in favor of the Security Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents.
(c) Without limiting the foregoing, during the Collateral Period, the Company will, and will cause each member of the Group Restricted Subsidiaries to, execute any and deliverall documents, or cause to be executed and delivered, to the Agent such documentsfinancing statements, agreements and instruments, and will take or cause to be taken such further all actions, which may be required by law under any applicable law, or which the Security any Agent or the Agent mayRequisite Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties. Holdings and the Borrower also agree to provide to the Agents, from time to timetime upon request, evidence reasonably request satisfactory to carry out the terms and conditions of this Agreement and Administrative Agents as to the other Finance Documents and to ensure perfection and priority of the Security Liens created or intended to be created by the Collateral Security Documents.
(b) If any assets (excluding any real property or improvements thereto or any interest therein and accounts receivable) are acquired by Holdings or any Restricted Subsidiary after the Effective Date, subject Holdings will, on the earlier of (i)(A) during the Availability Period, the most recent two-month anniversary of the Effective Date or (B) after the Availability Period, the most recent three-month anniversary of the Effective Date and (ii) the date on which the aggregate cost of such assets acquired since the previous such notification exceeds $10,000,000, notify the Agents thereof, and Holdings will cause such assets to be subjected to a perfected Lien securing the Obligations (to the termsextent required to satisfy the Collateral and Guarantee Requirement) and will take, limitations and exceptions set forth herein will cause the Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by any Agent to grant and perfect such Liens, including actions described in any Collateral Documentparagraph (a) of this Section, all at the expense of the CompanyLoan Parties; PROVIDED that, if an Event of Default has occurred and is continuing, Holdings will take, and will cause the Restricted Subsidiaries to take, any of the foregoing actions immediately upon request by any Agent; PROVIDED FURTHER that Holdings will take, and will cause the Restricted Subsidiaries to take, any of the foregoing actions immediately with respect to any asset the acquisition of which is contemplated by the last proviso to Section 6.04(b).
(c) Holdings will cause the accounts receivable of each Loan Party to be subjected to a Lien securing the Obligations in accordance with the requirements of the applicable Security Documents, all at the expense of the Loan Parties.
(d) Notwithstanding Holdings shall grant or cause the foregoing applicable Loan Party to grant a Mortgage with respect to each parcel of real property and improvements thereto acquired after the Effective Date and legally or anything contained in this Agreement beneficially owned by any Loan Party; PROVIDED that either the cost to any Loan Party acquiring such parcel and improvements or any other Finance Document the value of such parcel and improvements included on the consolidated balance sheet of Holdings shall equal or exceed $1,000,000. Holdings shall, or shall cause the applicable Loan Party to, grant a Mortgage with respect to the contraryapplicable Loan Party's rights in each leasehold interest of such Loan Party in real property and improvements thereto, in respect each case, in favor of the Company Collateral Agent or the Lenders, if the lease providing for such leasehold interest was entered into, renewed or extended (except with respect to any renewal or extension effected solely by the giving of notice to the relevant lessor under the terms of the applicable lease) after the Closing Date and the sum of the fair market value to the applicable Loan Party of such leasehold interest plus the aggregate cost of all assets of any Loan Party (including tenant improvements) located or held at or in such real property and improvements is equal to or greater than $1,000,000. Holdings also shall, and shall cause the Restricted Subsidiaries to, exercise commercially reasonable efforts to grant a Mortgage with respect to the applicable Loan Party's rights in each leasehold interest of such Loan Party in real property and improvements thereto, in each case in favor of the Collateral Agent or the Lenders, if the lease providing for such leasehold interest was entered into after the Closing Date and any Network Infrastructure is located or held at or in such real property or improvements, but a Mortgage is not required by the preceding sentence.
(e) Unless prohibited by applicable law, Holdings or the Borrower shall (or, with respect to Concessions, Material Contracts and Governmental Approvals, shall use its Subsidiariescommercially reasonable best efforts to), and Holdings shall (or, with respect to Concessions, Material Contracts and Governmental Approvals, shall use its commercially reasonable best efforts to) cause each Restricted Subsidiary to, enter into an assignment agreement or similar agreement in favor of the Collateral Agent, or, if specified by the Administrative Agents, the Lenders, with respect to any Loan Party's rights under any Project Document, to the extent contemplated by any Security Document. Any such assignment agreement shall be in a form reasonably satisfactory to the Administrative Agents and shall be accompanied by a counterparty consents substantially in the form of Exhibit J (with such changes as may be reasonably agreed by the Administrative Agents as necessary or desirable in order to obtain the consent of the applicable counterparty).
(f) Each Operating Subsidiary will maintain deposit accounts in the applicable Project Country in accordance with the terms of the applicable Security Documents.
(g) Holdings will cause each of the Chilean Subsidiaries to (i) execute and deliver a statement in the form of a Chilean public deed ("Escritura Publica") and, pursuant to the terms of the Chilean Guarantee Agreement, evidencing the economic terms and conditions of each Borrowing, no actions in any non-U.S. jurisdiction or required by later than 30 days after the laws date of any non-U.S. jurisdiction to create or perfect a security interest shall be required in order to create any security interests in assets or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction, Borrowing and (ii) no control agreements, landlord waivers, estoppels or collateral access letters shall enter into a commercial pledge in favor of the Collateral Agent with respect to accounts receivable under any Customer Contract with an annual value in excess of $250,000 that it enters into after the date hereof.
(h) Holdings will cause each of the actions described on Schedule 5.12(h) to be required and (iii) no actions shall be required to perfect a security interest in letter of credit rights or commercial tort claims, other than completed within the filing of a UCC financing statementtime period prescribed therein.
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Collateral; Further Assurances. (a) Within sixty (60) days (or such later date as may be reasonably agreed upon by Holdings, Vesper and the Agent) after the date of a Collateral Springing Event, the Company Borrower will, and will cause each Guarantor to enter into the Security Agreement.
(b) Within sixty (60) days (or such later date as may be reasonably agreed upon by the Agent) after the date of a Collateral Springing Event, and thereafter at all times during the Collateral Period, subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause, and will cause each other Domestic Obligor to cause, all of its owned property (whether personal, tangible, intangible, or mixed but excluding Excluded Assets) to be subject at all times to perfected Security in favor of the Security Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents on a first priority basis, subject in any case to Security permitted pursuant to Clause 21.3 (Negative Pledge) (provided that such perfection shall be limited to the United States). Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Assets) directly owned by the Company or any other Domestic Obligor to be subject at all times to a first priority perfected (subject in any case to Security permitted pursuant to Clause 21.3 (Negative Pledge)) Security in favor of the Security Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents.
(c) Without limiting the foregoing, during the Collateral Period, the Company will, and will cause each member of the Group to, execute any and deliverall documents, or cause to be executed and delivered, to the Agent such documentsfinancing statements, agreements and instruments, and will take or cause to be taken such further all actions, which may be required by law under any applicable law, or which the Security any Agent or the Agent mayRequired Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties. Holdings, Vesper and the Borrower also agree to provide to the Agents, from time to timetime upon request, evidence reasonably request satisfactory to carry out the terms and conditions of this Agreement and Administrative Agents as to the other Finance Documents and to ensure perfection and priority of the Security Liens created or intended to be created by the Collateral Security Documents.
(b) If any assets (excluding any real property or improvements thereto or any interest therein and accounts receivable) are acquired by Vesper or any Subsidiary after the Effective Date, subject Vesper will, on the earlier of (i) the most recent three month anniversary of the Effective Date and (ii) the date on which the aggregate cost of such assets acquired since the previous such notification exceeds [***] (which aggregate amount shall be calculated by excluding the assets described in the proviso below), notify the Agents and the Lenders thereof, and Vesper will cause such assets to be subjected to a first priority perfected Lien securing the termsObligations and will take, limitations and exceptions set forth herein cause the Subsidiaries to take, such actions as shall be necessary or reasonably requested by any Agent to grant and perfect such Liens, including actions described in any Collateral Documentparagraph (a) of this Section, all at the expense of the Company.
Loan Parties; pro vided, that no asset with a cost of less than [***] (dunless such asset is acquired pursuant to a Supply Contract) Notwithstanding the foregoing or anything contained in this Agreement or any other Finance Document to the contrary, in respect of the Company and its Subsidiaries, (i) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction to create or perfect a security interest shall be required in order subjected to create any security interests in assets or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction, (ii) no control agreements, landlord waivers, estoppels or collateral access letters shall be required Liens and (iii) no actions shall be required with respect to perfect such assets, provided further, however, that the sum of (x) the aggregate cost of the assets exempted from Liens pursuant to the immediately preceding proviso [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a security interest in letter of credit rights or commercial tort claims, other than request for confidential treatment. The omitted material has been filed separately with the filing of a UCC financing statementSecurities and Exchange Commission.
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Sources: Common Agreement (Velocom Inc)
Collateral; Further Assurances. (a) Within sixty Except as provided in paragraphs (60b), (c), (d) days and (or such later date as may be reasonably agreed upon by e) below, Holdings and the Agent) after the date of a Collateral Springing Event, the Company Borrower will, and Holdings will cause each Guarantor to enter into the Security Agreement.
(b) Within sixty (60) days (or such later date as may be reasonably agreed upon by the Agent) after the date of a Collateral Springing Event, and thereafter at all times during the Collateral Period, subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause, and will cause each other Domestic Obligor to cause, all of its owned property (whether personal, tangible, intangible, or mixed but excluding Excluded Assets) to be subject at all times to perfected Security in favor of the Security Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents on a first priority basis, subject in any case to Security permitted pursuant to Clause 21.3 (Negative Pledge) (provided that such perfection shall be limited to the United States). Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Assets) directly owned by the Company or any other Domestic Obligor to be subject at all times to a first priority perfected (subject in any case to Security permitted pursuant to Clause 21.3 (Negative Pledge)) Security in favor of the Security Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents.
(c) Without limiting the foregoing, during the Collateral Period, the Company will, and will cause each member of the Group Restricted Subsidiaries to, execute any and deliverall documents, or cause to be executed and delivered, to the Agent such documentsfinancing statements, agreements and instruments, and will take or cause to be taken such further all actions, which may be required by law under any applicable law, or which the Security any Agent or the Agent mayRequisite Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties. Holdings and the Borrower also agree to provide to the Agents, from time to timetime upon request, evidence reasonably request satisfactory to carry out the terms and conditions of this Agreement and Administrative Agents as to the other Finance Documents and to ensure perfection and priority of the Security Liens created or intended to be created by the Collateral Security Documents.
(b) If any assets (excluding any real property or improvements thereto or any interest therein and accounts receivable) are acquired by Holdings or any Restricted Subsidiary after the Effective Date, subject Holdings will, on the earlier of (i)(A) during the Availability Period, the most recent two-month anniversary of the Effective Date or (B) after the Availability Period, the most recent three-month anniversary of the Effective Date and (ii) the date on which the aggregate cost of such assets acquired since the previous such notification exceeds $10,000,000, notify the Agents thereof, and Holdings will cause such assets to be subjected to a perfected Lien securing the Obligations (to the termsextent required to satisfy the Collateral and Guarantee Requirement) and will take, limitations and exceptions set forth herein will cause the Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by any Agent to grant and perfect such Liens, including actions described in any Collateral Documentparagraph (a) of this Section, all at the expense of the CompanyLoan Parties; provided that, if an Event of Default has occurred and is continuing, Holdings will take, and will cause the Restricted Subsidiaries to take, any of the foregoing actions immediately upon request by any Agent; provided further that Holdings will take, and will cause the Restricted Subsidiaries to take, any of the foregoing actions immediately with respect to any asset the acquisition of which is contemplated by the last proviso to Section 6.04(b).
(c) Holdings will cause the accounts receivable of each Loan Party to be subjected to a Lien securing the Obligations in accordance with the requirements of the applicable Security Documents, all at the expense of the Loan Parties.
(d) Notwithstanding Holdings shall grant or cause the foregoing applicable Loan Party to grant a Mortgage with respect to each parcel of real property and improvements thereto acquired after the Effective Date and legally or anything contained in this Agreement beneficially owned by any Loan Party; provided that either the cost to any Loan Party acquiring such parcel and improvements or any other Finance Document the value of such parcel and improvements included on the consolidated balance sheet of Holdings shall equal or exceed $1,000,000. Holdings shall, or shall cause the applicable Loan Party to, grant a Mortgage with respect to the contraryapplicable Loan Party's rights in each leasehold interest of such Loan Party in real property and improvements thereto, in respect each case, in favor of the Company Collateral Agent or the Lenders, if the lease providing for such leasehold interest was entered into, renewed or extended (except with respect to any renewal or extension effected solely by the giving of notice to the relevant lessor under the terms of the applicable lease) after the Closing Date and its Subsidiariesthe sum of the fair market value to the applicable Loan Party of such leasehold interest plus the aggregate cost of all assets of any Loan Party (including tenant improvements) located or held at or in such real property and improvements is equal to or greater than $1,000,000. Holdings also shall, (i) no actions and shall cause the Restricted Subsidiaries to, exercise commercially reasonable efforts to grant a Mortgage with respect to the applicable Loan Party's rights in each leasehold interest of such Loan Party in real property and improvements thereto, in each case in favor of the Collateral Agent or the Lenders, if the lease providing for such leasehold interest was entered into after the Closing Date and any non-U.S. jurisdiction Network Infrastructure is located or held at or in such real property or improvements, but a Mortgage is not required by the laws preceding sentence.
(e) Unless prohibited by applicable law, Holdings or the Borrower shall (or, with respect to Concessions, Material Contracts and Governmental Approvals, shall use its commercially reasonable best efforts to), and Holdings shall (or, with respect to Concessions, Material Contracts and Governmental Approvals, shall use its commercially reasonable best efforts to) cause each Restricted Subsidiary to, enter into an assignment agreement or similar agreement in favor of the Collateral Agent, or, if specified by the Administrative Agents, the Lenders, with respect to any non-U.S. jurisdiction Loan Party's rights under any Project Document, to create or perfect a security interest the extent contemplated by any Security Document. Any such assignment agreement shall be required in a form reasonably satisfactory to the Administrative Agents and shall be accompanied by a counterparty consents substantially in the form of Exhibit J (with such changes as may be reasonably agreed by the Administrative Agents as necessary or desirable in order to create any security interests obtain the consent of the applicable counterparty).
(f) Each Operating Subsidiary will maintain deposit accounts in assets or the applicable Project Country in accordance with the terms of the applicable Security Documents.
(g) Holdings will cause each of the Chilean Subsidiaries to perfect such security interests, including any intellectual property registered execute and deliver a statement in any non-U.S. jurisdiction, (ii) no control agreements, landlord waivers, estoppels or collateral access letters shall be required and (iii) no actions shall be required to perfect a security interest in letter of credit rights or commercial tort claims, other than the filing form of a UCC financing statementChilean public deed ("Escritura Publica") and pursuant to the terms of the Chilean Guarantee Agreement, evidencing the economic terms and conditions of each Borrowing, no later than 30 days after the date of such Borrowing.
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