Common use of Further Security Clause in Contracts

Further Security. If a Subsidiary: (a) is or becomes a Material Group Company or is required to become or becomes an Additional Guarantor after the P▇▇▇▇▇▇ Effective Date; or (b) is formed or acquired after the P▇▇▇▇▇▇ Effective Date (having obtained all appropriate consents and authorisations under the Senior Finance Documents) and is incorporated under the laws of England and Wales or Scotland and is not a Dormant Company, then as soon as reasonably practicable after, and in any event within 10 Business Days of, the date it becomes or is declared to be a Material Group Company or is required to become or becomes an Additional Guarantor or, as appropriate, the date of its formation or acquisition (unless the Obligors’ Agent receives written notice from the Agent (acting on the instructions of the Majority Lenders) that such Subsidiary is not required to grant security pursuant to this Clause 20.1) the Parent shall procure that: (i) subject to the Security/Guarantee Principles, such Subsidiary will execute security in the form required by the Agent in favour of the Security Agent for the benefit of the Finance Parties substantially on the same terms as those contained in the Security Documents in existence on the P▇▇▇▇▇▇ Effective Date; (ii) subject to the Security/Guarantee Principles, such Subsidiary will execute an accession deed to the Intercreditor Deed; and (iii) subject to the Security/Guarantee Principles, the immediate Holding Company of such Subsidiary will (if it has not already done so) execute a Security Document in favour of the Security Agent for the benefit of the Lenders over the entire issued share capital of such Subsidiary as security for all Financial Indebtedness under the Senior Finance Documents. The Parent shall procure that such evidence as the Agent shall require on the due execution of the above documents is provided to the Agent together with a legal opinion satisfactory to the Agent. If any Utilisation of the Revolving Facility has been used to acquire the shares in a Subsidiary which is required to give security or a guarantee under Clause 19 (Guarantee and Additional Guarantors) or Clause 20 (Security and Releases) the relevant Utilisation will remain separate from and will not be consolidated with any other Utilisation.

Further Security. 6.1 If at any time any Mortgaged Security shall cease to be a Subsidiary:Qualifying Security or the Agent shall determine the Actual Security Value is less than the Required Security Value then the Agent may, at any time whilst such circumstances are continuing, Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00 require the Chargor to provide to the Agent further and other security in the form of further Qualifying Securities, and to execute and deliver to the Agent or procure the execution and delivery to the Agent by any nominee of such instrument or instruments of charge in favor of the Agent in relation thereto, in such form and on such terms, as the Agent may require, so that such shares and securities become part of the Additional Securities. (a) is 6.2 In the event of the Agent requiring further security pursuant to Clause 6.1 above, the Chargor will do all such acts and things, and execute all such further or becomes a Material Group Company other documents, as may be necessary or is required as the Agent may require in order to become constitute, render enforceable or becomes an Additional Guarantor after perfect such security and to protect the P▇▇▇▇▇▇ Effective Date; or (b) is formed or acquired after rights of the P▇▇▇▇▇▇ Effective Date (having obtained all appropriate consents and authorisations under the Senior Finance Documents) and is incorporated under the laws of England and Wales or Scotland and is not a Dormant Company, then as soon as reasonably practicable afterAgent in relation thereto, and in particular will, within fourteen (14) days of notice of such requirement, identify, and offer to the Agent further Qualifying Securities as aforesaid to be charged, having an aggregate Actual Security Value which is not less than the difference between the Required Security Value and the Actual Security Value of the existing Mortgaged Securities already charged and execute all and any event within 10 Business Days instruments of charge and other documents relating thereto as required and forthwith upon being so requested by the Agent. 6.3 Any securities which cease for any reason to be acceptable to the Agent shall cease to be Qualifying Securities. 6.4 Any determination of the Agent as to the Actual Security Value of, or attributable to, all or any part of the date it becomes Mortgaged Securities and any further security provided (or is declared proposed to be a Material Group Company or is required to become or becomes an Additional Guarantor or, as appropriate, the date of its formation or acquisition (unless the Obligors’ Agent receives written notice from the Agent (acting on the instructions of the Majority Lendersprovided) that such Subsidiary is not required to grant security pursuant to this Clause 20.1) the Parent shall procure that: (i) subject to the Security/Guarantee Principles6 shall, such Subsidiary will execute security in the form required by the Agent in favour absence of the Security Agent for the benefit of the Finance Parties substantially on the same terms as those contained in the Security Documents in existence on the P▇▇▇▇▇▇ Effective Date; (ii) subject to the Security/Guarantee Principlesmanifest error, such Subsidiary will execute an accession deed to the Intercreditor Deed; and (iii) subject to the Security/Guarantee Principles, the immediate Holding Company of such Subsidiary will (if it has not already done so) execute a Security Document in favour of the Security Agent for the benefit of the Lenders over the entire issued share capital of such Subsidiary as security for all Financial Indebtedness under the Senior Finance Documents. The Parent shall procure that such evidence as the Agent shall require on the due execution of the above documents is provided to the Agent together with a legal opinion satisfactory to the Agent. If any Utilisation of the Revolving Facility has been used to acquire the shares in a Subsidiary which is required to give security or a guarantee under Clause 19 (Guarantee and Additional Guarantors) or Clause 20 (Security and Releases) the relevant Utilisation will remain separate from and will not be consolidated with any other Utilisationconclusive.

Further Security. If a SubsidiarySubject to Clause 13.3 (Consents), each Chargor will promptly at the request of the Collateral Agent: (a) is where provided for in this Security Agreement or becomes a Material Group Company or is required to become or becomes an Additional Guarantor after the P▇▇▇▇▇▇ Effective Datein any Loan Document; orand/or (b) is formed or acquired at any time after notifying the P▇▇▇▇▇▇ Effective Date (having obtained all appropriate consents and authorisations under the Senior Finance Documents) and is incorporated under the laws of England and Wales or Scotland and is not a Dormant Company, then as soon as reasonably practicable after, and in any event within 10 Business Days Collateral Agent of, the date it becomes or is declared to be a Material Group Company or is required to become or becomes an Additional Guarantor or, as appropriate, the date of its formation or acquisition (unless the Obligors’ Agent receives written notice from the Agent (acting on the instructions of the Majority Lenders) that such Subsidiary is not required to grant security pursuant to this Clause 20.1) the Parent shall procure that: (i) subject the acquisition of any Material Real Property; and/or (ii) the acquisition or creation of any Accounts Receivables; and/or (iii) the application to register any Intellectual Property Rights, the acquisition of any registered Intellectual Property Rights and/or any material unregistered Intellectual Property Rights and/or the creation by it of any new material unregistered Intellectual Property Rights in each case as required by Section 7.01(r) of the Financing Agreement; and/or (c) at any time after an Enforcement Event has occurred, as continuing security for the payment, discharge and performance of all Secured Liabilities at any time owed or due to the Beneficiaries (or any of them) execute a legal mortgage, Standard Security/Guarantee Principles, such Subsidiary will execute security in the form required by the Agent Assignation of Rents, charge or assignment in favour of the Security Collateral Agent (as agent and trustee for the benefit of the Finance Parties substantially on the same terms as those contained in the Security Documents in existence on the P▇▇▇▇▇▇ Effective DateBeneficiaries) over: (i) any such Material Real Property; (ii) subject to the Security/Guarantee Principles, any such Subsidiary will execute an accession deed to the Intercreditor DeedAccounts Receivable; and (iii) subject to the extent considered material by the Collateral Agent acting reasonably, any such Intellectual Property Rights notified pursuant to Section 7.01(r) of the Financing Agreement, in each case acquired or entered into (as the case may be) after the date of this Security Agreement, in such form as the Collateral Agent may reasonably require but containing terms no more onerous than those in this Security Agreement other than: (A) any Standard Security/Guarantee Principles, which shall be substantially in the immediate Holding Company form of Schedule 7, or Assignation of Rents in respect of any Scottish Property; and (B) to the extent considered material by the Collateral Agent acting reasonably, any such Subsidiary will (if it has Intellectual Property Rights notified pursuant to Section 7.01(r) of the Financing Agreement, which may be charged by way of first fixed charge or legal mortgage. To the extent that any such Intellectual Property Rights are not already done socapable of being charged, whether by reason of lack of any third party consent which is required, or otherwise) execute a Security Document the relevant Chargor shall assign and agrees to assign in favour of the Security Collateral Agent (as agent and trustee for the benefit of the Lenders over the entire issued share capital Beneficiaries) all its right, title and interest (if any) in and to any and all damages, compensation, remuneration, profit, rent, fees, royalties or income which any Chargor may derive from such Intellectual Property Rights or be awarded or entitled to in respect of such Subsidiary as Intellectual Property Rights. Upon receipt of a notice requesting the grant of security for all Financial Indebtedness under pursuant to this provision, such Chargor shall deliver (or procure delivery) to the Senior Finance Documents. The Parent shall procure that such evidence as Collateral Agent, and the Collateral Agent shall require on the due execution be entitled to hold and retain, all deeds, certificates and other documents of the above documents is provided title relating to the Agent together with a legal opinion satisfactory to the Agent. If any Utilisation of the Revolving Facility has been used to acquire the shares such Intellectual Property Rights as are identified in a Subsidiary which is required to give security or a guarantee under Clause 19 (Guarantee and Additional Guarantors) or Clause 20 (Security and Releases) the relevant Utilisation will remain separate from and will not be consolidated with any other Utilisationsuch notice.

Further Security. 6.1 If at any time any Mortgaged Security shall cease to be a Subsidiary:Qualifying Security or the Agent shall determine the Actual Security Value is less than the Required Security Value then the Agent may, at any time whilst such circumstances are continuing, require the Chargor to provide to the Agent further and other security in the form of further Qualifying Securities, and to execute and deliver to the Agent or procure the execution and delivery to the Agent by any nominee of such instrument or instruments of charge in favor of the Agent in relation thereto, in such form and on such terms, as the Agent may require, so that such shares and securities become part of the Additional Securities. (a) is 6.2 In the event of the Agent requiring further security pursuant to Clause 6.1 above, the Chargor will do all such acts and things, and execute all such further or becomes a Material Group Company other documents, as may be necessary or is required as the Agent may require in order to become constitute, render enforceable or becomes an Additional Guarantor after perfect such security and to protect the P▇▇▇▇▇▇ Effective Date; or (b) is formed or acquired after rights of the P▇▇▇▇▇▇ Effective Date (having obtained all appropriate consents and authorisations under the Senior Finance Documents) and is incorporated under the laws of England and Wales or Scotland and is not a Dormant Company, then as soon as reasonably practicable afterAgent in relation thereto, and in particular will, 214 Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00 within fourteen (14) days of notice of such requirement, identify, and offer to the Agent further Qualifying Securities as aforesaid to be charged, having an aggregate Actual Security Value which is not less than the difference between the Required Security Value and the Actual Security Value of the existing Mortgaged Securities already charged and execute all and any event within 10 Business Days instruments of charge and other documents relating thereto as required and forthwith upon being so requested by the Agent. 6.3 Any securities which cease for any reason to be acceptable to the Agent shall cease to be Qualifying Securities. 6.4 Any determination of the Agent as to the Actual Security Value of, or attributable to, all or any part of the date it becomes Mortgaged Securities and any further security provided (or is declared proposed to be a Material Group Company or is required to become or becomes an Additional Guarantor or, as appropriate, the date of its formation or acquisition (unless the Obligors’ Agent receives written notice from the Agent (acting on the instructions of the Majority Lendersprovided) that such Subsidiary is not required to grant security pursuant to this Clause 20.1) the Parent shall procure that: (i) subject to the Security/Guarantee Principles6 shall, such Subsidiary will execute security in the form required by the Agent in favour absence of the Security Agent for the benefit of the Finance Parties substantially on the same terms as those contained in the Security Documents in existence on the P▇▇▇▇▇▇ Effective Date; (ii) subject to the Security/Guarantee Principlesmanifest error, such Subsidiary will execute an accession deed to the Intercreditor Deed; and (iii) subject to the Security/Guarantee Principles, the immediate Holding Company of such Subsidiary will (if it has not already done so) execute a Security Document in favour of the Security Agent for the benefit of the Lenders over the entire issued share capital of such Subsidiary as security for all Financial Indebtedness under the Senior Finance Documents. The Parent shall procure that such evidence as the Agent shall require on the due execution of the above documents is provided to the Agent together with a legal opinion satisfactory to the Agent. If any Utilisation of the Revolving Facility has been used to acquire the shares in a Subsidiary which is required to give security or a guarantee under Clause 19 (Guarantee and Additional Guarantors) or Clause 20 (Security and Releases) the relevant Utilisation will remain separate from and will not be consolidated with any other Utilisationconclusive.