Airspan Security Instrument. The Parties hereby acknowledge that, from time to time, Axtel may make payments to Airspan under the FWA PLA and the FWA TASS (as herein amended), such that the aggregate amount of those payments for Orders where the related Equipment has not been Delivered may at times exceed [ * ] (“Exposure Limit”) in respect of Orders that have not been fully Delivered (“Orders Guaranteed by Airspan”). The Parties further acknowledge and hereby agree that as of the date of this Amendment Agreement No. 2, Axtel has made such payments to Airspan in an amount exceeding [ * ]. Accordingly, Airspan will cause to be issued in favor of Axtel, at Airspan’s expense, when such Exposure Limit is exceeded, one or more irrevocable standby letters of credit or bank guarantees (together the “L/Cs” and each an “L/C”), issued by Airspan’s UK bank at Axtel’s satisfaction, for an aggregate amount equivalent to all the amounts paid by Axtel in excess of the Exposure Limit (the “Excess Exposure Amount”). The Parties further agree that the aggregate value of the L/Cs, as measured and agreed by the parties at the end of each month, will continue to be equal or greater than the likely peak Excess Exposure Amount for the following month. This value will include coverage for Purchase Orders likely to be Activated in the following month. The parties hereby agree that a reasonable mechanism is put in place within 10 working days of the execution of this Amendment Agreement No.2 to establish and maintain this coverage. Each L/C will permit Axtel, on or before its expiry date, to draw down the portion of the L/C applicable to the funds received by Airspan as a downpayment with respect to the delivery covered by that L/C, upon the occurrence of any of the following events or conditions:
Airspan Security Instrument. 21.1 The Parties hereby acknowledge that the current Bank Guarantee granted by Airspan to Axtel pursuant the Second Amendment No. 2 shall continue to remain open until Airspan delivers to Axtel all the Products covered currently by such Bank Guarantee (the Orders Guaranteed by Airspan). Thereafter, Axtel shall agree to the release and termination of the Bank Guarantee. In addition to the foregoing, the Parties hereby agree that, if after the Effective Date of this Agreement, Axtel makes new payments in the circumstances described in Section 21.2 below, Airspan shall obtain and maintain a new Bank Guarantee to cover the respective Excess Exposure Amount until such time as aggregate amounts paid fall below the Excess Exposure Amount.
