Common use of Airspan Security Instrument Clause in Contracts

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: (i) Airspan applies for or consents to the appointment of, or the taking of possession by a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) Airspan makes a general assignment for the benefit of its creditors, (iii) Airspan commences a voluntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, (iv) Airspan fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property or its liquidation, reorganization, dissolution or winding-up. (v) Airspan fails to Deliver equipment ordered by Axtel under the FWA PLA, within a period of (30) thirty days after the delivery date applicable for such equipment, pursuant the terms of the FWA PLA as amended herein and this Amendment Agreement No. 2, as the case may be; provided (i) that no later than fifteen (15) days after the date on which Airspan has failed to make a Delivery, Axtel has provided written notice to Airspan of such failure, and (ii) that the 30 day period shall be extended where the failure is caused by Force Majeure, by the number of days for which the Force Majeure is in existence (if the Force Majeure continue for more than 60 days, Axtel will have the right to cancel the respective Order(s) and to collect from the Letter of Credit all applicable payments paid to Airspan by Axtel for such equipment). 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 that in aggregate exceed the Exposure Limit and that Airspan shall, within fifteen (15) days of the execution of this Amendment Agreement No. 2, issue and deliver to Axtel one or more L/Cs or bank guarantees ("Initial L/C"), issued by a bank acceptable to Axtel in its reasonable discretion, in an amount to be agreed by the parties that is equal or greater than the likely peak of the Excess Exposure Amount in May, 2004. This will include values related to the Orders to be Activated at the close by Axtel under the Attachment B. Such L/C shall be subject to the terms set forth in this Amendment Agreement No. 2.

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 ’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 ’s UK bank at Axtel's ’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: (i) Airspan applies for or consents to the appointment of, or the taking of possession by a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) Airspan makes a general assignment for the benefit of its creditors, (iii) Airspan commences a voluntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, (iv) Airspan fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property or its liquidation, reorganization, dissolution or winding-up. (v) Airspan fails to Deliver equipment ordered by Axtel under the FWA PLA, within a period of (30) thirty days after the delivery date applicable for such equipment, pursuant the terms of the FWA PLA as amended herein and this Amendment Agreement No. 2, as the case may be; provided (i) that no later than fifteen (15) days after the date on which Airspan has failed to make a Delivery, Axtel has provided written notice to Airspan of such failure, and (ii) that the 30 day period shall be extended where the failure is caused by Force Majeure, by the number of days for which the Force Majeure is in existence (if the Force Majeure continue for more than 60 days, Axtel will have the right to cancel the respective Order(s) and to collect from the Letter of Credit all applicable payments paid to Airspan by Axtel for such equipment). 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 that in aggregate exceed the Exposure Limit and that Airspan shall, within fifteen (15) days of the execution of this Amendment Agreement No. 2, issue and deliver to Axtel one or more L/Cs or bank guarantees ("“Initial L/C"”), issued by a bank acceptable to Axtel in its reasonable discretion, in an amount to be agreed by the parties that is equal or greater than the likely peak of the Excess Exposure Amount in May, 2004. This will include values related to the Orders to be Activated at the close by Axtel under the Attachment B. Such L/C shall be subject to the terms set forth in this Amendment Agreement No. 2.

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. 21.2 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), this Agreement such that the aggregate amount of those payments for Orders where the related Equipment Product has not been Delivered delivered may at times exceed [ * ] US$10,000,000.00 ("“Exposure Limit"”) in respect of Orders that have not been fully Delivered delivered ("“Orders Guaranteed by Airspan"”). . 21.3 Intentionally Left in Blank. 21.4 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 ’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"“Bank Guarantee”), issued by Airspan's ’s UK bank at Axtel's ’s satisfaction, for an aggregate amount equivalent to all the amounts paid by Axtel in excess of the Exposure Limit (the "“Excess Exposure Amount"”). . 21.5 The Parties further agree that the aggregate value of the L/CsBank Guarantee, 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. . 21.6 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 Bank Guarantee will permit Axtel, on or before its expiry date, to draw down the portion of the L/C Bank Guarantee applicable to the funds received by Airspan as a downpayment down payment with respect to the delivery covered by that L/CBank Guarantee, upon the occurrence of any of the following events or conditions: (i) Airspan applies for or consents to the appointment of, or the taking of possession by a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) Airspan makes a general assignment for the benefit of its creditors, (iii) Airspan commences a voluntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, (iv) Airspan fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, or any application for the appointment of or a receiver, custodian, trustee, or liquidator of or itself or of all or a substantial part of its property or its liquidation, reorganization, dissolution or winding-up. (v) Airspan fails to Deliver equipment deliver Products ordered by Axtel under the FWA PLAthis Agreement, within a period of thirty (30) thirty days after the delivery date applicable for such equipmentProducts, pursuant the terms of the FWA PLA as amended herein and this Amendment Agreement No. 2, as the case may beAgreement; provided (i) that no later than after fifteen (15) days after following the date on which Airspan has failed to make a Deliverydelivery, Axtel has provided written notice to Airspan of such failure, and (ii) that the 30 thirty (30) day period shall be extended where the failure is caused by Force MajeureMajeure Event, by the number of days for which the Force Majeure Event is in existence (if the Force Majeure Event continue for more than 60 days, Axtel will have the right to cancel the respective Order(s) and to collect from the Letter of Credit Bank Guarantee all applicable payments paid to Airspan by Axtel for such equipmentProduct). The Parties further acknowledge Purchase and hereby agree that as of the date of this Amendment License Agreement No. 2, Axtel has made such payments to Airspan that in aggregate exceed the Exposure Limit and that Airspan shall, within fifteen (15) days of the execution of this Amendment Agreement No. 2, issue and deliver to Axtel one or more L/Cs or bank guarantees ("Initial L/C"), issued by a bank acceptable to Axtel in its reasonable discretion, in an amount to be agreed by the parties that is equal or greater than the likely peak of the Excess Exposure Amount in May, 2004. This will include values related to the Orders to be Activated at the close by Axtel under the Attachment B. Such L/C shall be subject to the terms set forth in this Amendment Agreement No. 2.for FWA Equipment

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 ’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 ’s UK bank at Axtel's ’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: (i) Airspan applies for or consents to the appointment of, or the taking of possession by a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) Airspan makes a general assignment for the benefit of its creditors, (iii) Airspan commences a voluntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, (iv) Airspan fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property or its liquidation, reorganization, dissolution or winding-up. (v) Airspan fails to Deliver equipment ordered by Axtel under the FWA PLA, within a period of (30) thirty days after the delivery date applicable for such equipment, pursuant the terms of the FWA PLA as amended herein and this Amendment Agreement No. 2, as the case may be; provided (i) that no later than fifteen (15) days after the date on which Airspan has failed to make a Delivery, Axtel has provided written notice to Airspan of such failure, and (ii) that the 30 day period shall be extended where the failure is caused by Force Majeure, by the number of days for which the Force Majeure is in existence (if the Force Majeure continue for more than 60 days, Axtel will have the right to cancel the respective Order(s) and to collect from the Letter of Credit all applicable payments paid to Airspan by Axtel for such equipment). 11 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 that in aggregate exceed the Exposure Limit and that Airspan shall, within fifteen (15) days of the execution of this Amendment Agreement No. 2, issue and deliver to Axtel one or more L/Cs or bank guarantees ("“Initial L/C"”), issued by a bank acceptable to Axtel in its reasonable discretion, in an amount to be agreed by the parties that is equal or greater than the likely peak of the Excess Exposure Amount in May, 2004. This will include values related to the Orders to be Activated at the close by Axtel under the Attachment B. Such L/C shall be subject to the terms set forth in this Amendment Agreement No. 2.

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 ’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 ’s UK bank at Axtel's ’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 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: (i) Airspan applies for or consents to the appointment of, or the taking of possession by a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) Airspan makes a general assignment for the benefit of its creditors, (iii) Airspan commences a voluntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, (iv) Airspan fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property or its liquidation, reorganization, dissolution or winding-up. (v) Airspan fails to Deliver equipment ordered by Axtel under the FWA PLA, within a period of (30) thirty days after the delivery date applicable for such equipment, pursuant the terms of the FWA PLA as amended herein and this Amendment Agreement No. 2No.2, as the case may be; provided (i) that no later than fifteen (15) days after the date on which Airspan has failed to make a Delivery, Axtel has provided written notice to Airspan of such failure, and (ii) that the 30 day period shall be extended where the failure is caused by Force Majeure, by the number of days for which the Force Majeure is in existence (if the Force Majeure continue for more than 60 days, Axtel will have the right to cancel the respective Order(s) and to collect from the Letter of Credit all applicable payments paid to Airspan by Axtel for such equipment). 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 that in aggregate exceed the Exposure Limit and that Airspan shall, within fifteen (15) days of the execution of this Amendment Agreement No. 2, issue and deliver to Axtel one or more L/Cs or bank guarantees ("“Initial L/C"”), issued by a bank acceptable to Axtel in its reasonable discretion, in an amount to be agreed by the parties that is equal or greater than the likely peak of the Excess Exposure Amount in May, 2004. This will include values related to the Orders to be Activated at the close by Axtel under the Attachment B. Such L/C shall be subject to the terms set forth in this Amendment Agreement No. 2.

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 ’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 ’s UK bank at Axtel's ’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: (i) Airspan applies for or consents to the appointment of, or the taking of possession by a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) Airspan makes a general assignment for the benefit of its creditors, (iii) Airspan commences a voluntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, (iv) Airspan fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property or its liquidation, reorganization, dissolution or winding-up. (v) Airspan fails to Deliver equipment ordered by Axtel under the FWA PLA, within a period of (30) thirty days after the delivery date applicable for such equipment, pursuant the terms of the FWA PLA as amended herein and this Amendment Agreement No. 2, as the case may be; provided (i) that no later than fifteen (15) days after the date on which Airspan has failed to make a Delivery, Axtel has provided written notice to Airspan of such failure, and (ii) that the 30 day period shall be extended where the failure is caused by Force Majeure, by the number of days for which the Force Majeure is in existence (if the Force Majeure continue for more than 60 days, Axtel will have the right to cancel the respective Order(s) and to collect from the Letter of Credit all applicable payments paid to Airspan by Axtel for such equipment). 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 that in aggregate exceed the Exposure Limit and that Airspan shall, within fifteen (15) days of the execution of this Amendment Agreement No. 2, issue and deliver to Axtel one or more L/Cs or bank guarantees ("“Initial L/C"”), issued by a bank acceptable to Axtel in its reasonable discretion, in an amount to be agreed by the parties that is equal or greater than the likely peak of the Excess Exposure Amount in May, 2004. This will include values related to the Orders to be Activated at the close by Axtel under the Attachment B. Such L/C shall be subject to the terms set forth in this Amendment Agreement No. 2.