Common use of Execution of Security Documents Clause in Contracts

Execution of Security Documents. On the Issue Date, the Credit Parties and the Trustee (and, to the extent contemplated in Section 11.05, the Belgian Floating Charge Lienholder), for the benefit of itself and the Holders, will enter into the Global Security Agreement, and such other security agreements, pledge agreements, assignments, mortgages or other similar instruments or documents as shall be necessary to create, perfect and make enforceable Liens upon the Property subject to the Lien of the Global Security Agreement as provided in the last paragraph of Section 3 of the Global Security Agreement (but subject to Sections 6.02 and 6.03 hereof), in order that the Trustee shall enjoy, for the benefit of the Trustee and the Holders, a Lien on substantially all of the Property of the Credit Parties described in the definition of "Collateral" in Section 1.01 hereof, now existing or hereafter arising, and wherever located (or, in the case of the floating charge in Belgium referred to in Section 11.05(a) hereof, Liens in favor of the Belgian Floating Charge Lienholder securing the Parallel Debt referred to in said Section 11.05(a)). Concurrently with the execution and delivery of the agreements, assignments, mortgages and other instruments or documents referred to above, the Credit Parties will, in accordance with the requirements of Exhibit F furnish to the Trustee Opinions of Counsel, documents and instruments, and will take the actions, identified on Exhibit F hereto, each of which shall be deemed reasonably satisfactory to the Holders unless the Trustee receives notification to the contrary. The Trustee and the Credit Parties hereby acknowledge and agree that the Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of this Indenture and the Security Documents. The Trustee is hereby appointed and authorized to act as agent on behalf of and in the name of the Holders in connection with the Security Documents and the Collateral, including taking, Indenture --------- managing, releasing and enforcing security, and any and all matters incidental or related thereto; and each Holder, by accepting a Note, shall be deemed to have agreed to such appointment and authorization. Each Holder, by accepting a Note, shall be deemed to have agreed to all the terms and provisions of the Security Documents.

Execution of Security Documents. On the Issue Date, the Credit Parties and the Trustee (and, to the extent contemplated in Section 11.05, the Belgian Floating Charge Lienholder), for the benefit of itself and the Holders, will enter into the Global Security Agreement, and such other security agreements, pledge agreements, assignments, mortgages or other similar instruments or documents (the “Additional Security Documents”) as shall be necessary to create, perfect and make enforceable Liens upon the Property subject to the Lien of the Global Security Agreement as provided in the last paragraph of Section 3 of the Global Security Agreement (but subject to Sections 6.02 and 6.03 hereof), in order that the Trustee shall enjoy, for the benefit of the Trustee and the Holders, a Lien on substantially all of the Property of the Credit Parties described in the definition of "“Collateral" ” in Section 1.01 hereof, now existing or hereafter arising, and wherever located (or, in the case of the floating charge in Belgium referred to in Section 11.05(a) hereof, Liens in favor of the Belgian Floating Charge Lienholder securing the Parallel Debt referred to in said Section 11.05(a)), provided that (i) the Credit Parties shall not be required to enter into any Additional Security Document or take any action that is required to perfect any Lien on any Intellectual Property (as such term is defined in the Global Security Agreement) of any Credit Party where such Intellectual Property is located outside of the United States, (ii) other than with respect to any Property located in the United Kingdom, Bermuda or the United States, the Credit Parties shall not be required to execute and deliver such Additional Security Document on the Issue Date but shall execute and deliver such Additional Security Documents no later than January 15, 2005, (iii) the German Credit Parties shall not execute and deliver the Global Security Agreement prior to the execution of the Additional Security Documents but shall execute and deliver the Global Security Agreement on the Business Day immediately after their execution and delivery of the Additional Security Documents and (iv) any Additional Security Document to be entered into to provide a mortgage with respect to real property or real property interests located in Mexico shall not be executed and delivered on the Issue Date but shall be executed and delivered no later than January 31, 2005. Concurrently with the execution and delivery of the agreements, assignments, mortgages and other instruments or documents referred to above, the Credit Parties will, in accordance with the requirements of Exhibit F furnish to the Trustee Opinions of Counsel, documents and instruments, and will take the actions, identified on Exhibit F hereto, each of which shall be deemed reasonably satisfactory to the Holders unless the Trustee receives notification to the contrary. On or prior to the date that is 180 days after the Issue Date (the “French Corporate Simplification Deadline”), the Credit Parties shall use their best efforts to (i) cause each of International Exchange Network SAS and Global Crossing France SAS to (x) be merged with or into GC Pan European Crossing France S.A.R.L. with GC Pan European Crossing France S.A.R.L. being the surviving entity or (y) transfer, convey or assign all of its Property to GC Pan European Crossing France S.A.R.L., (ii) upon consummation of the transactions described in clause (i) above, cause GC Pan European Crossing France S.A.R.L. to change its form of organization from a French S.A.R.L. (“société à responsabilité limitée”) to a French SAS (“société par actions simplifiée”) (the actions described in clauses (i)-(ii) collectively, the “French Corporate Simplification”), and (iii) cause the legal entity existing upon consummation of the action described in clause (ii) above to execute and deliver a Guarantee Supplement and otherwise comply with the provisions of Section 4.19 hereof. Notwithstanding anything to the contrary, prior to the completion of the transactions described in clause (i) above, each of International Exchange Network SAS and Global Crossing France SAS and, prior to the completion of the action described in clause (ii) above, GC Pan European Crossing France S.A.R.L. shall be deemed to be a “Restricted Subsidiary” for purposes of the covenants set forth in Article IV hereof (other than with respect to Sections 4.10 and 4.11 hereof to the extent necessary to permit the French Corporate Simplification). If the French Corporate Simplification has not been completed prior to the French Corporate Simplification Deadline, the Credit Parties shall cause each of International Exchange Network SAS and Global Crossing France SAS (to the extent they remain in existence) to immediately execute and deliver a Guarantee Supplement and otherwise comply with the provisions of Section 4.19 hereof. Notwithstanding anything to the contrary stated herein, International Exchange Network SAS and Global Crossing France SAS shall not be required to execute and deliver a Guarantee Supplement and otherwise comply with the provisions of Section 4.19 hereof prior to the French Corporate Simplification Deadline unless the Trustee reasonably determines (upon the instructions of the Noteholders (acting reasonably)) that the Credit Parties are not using their best efforts to complete the French Corporate Simplification in a timely manner. Notwithstanding anything to the contrary stated herein, the Trustee acknowledges and agrees that, at any time after the Issue Date (subject to no Default referred to in Sections 7.01(a) and (b) or Event of Default having occurred and continuing), (i) the debit and credit balances between GC Pan European Crossing France S.A.R.L. and members of the same group of companies as GC Pan European Crossing France S.A.R.L. may be netted off and (ii) the resulting net balances due by GC Pan European Crossing France S.A.R.L. may be transferred to GC Pan European Crossing Holdings B.V. and capitalized by way of offset against the subscription monies payable by GC Pan European Crossing Holdings B.V. pursuant to an issue of new shares in GC Pan European Crossing France S.A.R.L., provided that such new shares are pledged in favour of the Trustee, contemporaneously with their issue. The Trustee and the Credit Parties hereby acknowledge and agree that the Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of this Indenture and the Security Documents. The Trustee is hereby appointed and authorized to act as agent on behalf of and in the name of the Holders in connection with the Security Documents and the Collateral, including taking, Indenture --------- managing, releasing and enforcing security, and any and all matters incidental or related thereto; and each Holder, by accepting a Note, shall be deemed to have agreed to such appointment and authorization. Each Holder, by accepting a Note, shall be deemed to have agreed to all the terms and provisions of the Security Documents.

Execution of Security Documents. On the Issue Date, the Credit Parties and the Trustee (and, to the extent contemplated in Section 11.05, the Belgian Floating Charge Lienholder), for the benefit of itself and the Holders, will enter into the Global Security Agreement, and such other security agreements, pledge agreements, assignments, mortgages or other similar instruments or documents as shall be necessary to create, perfect and make enforceable Liens upon the Property subject to the Lien of the Global Security Agreement as provided in the last paragraph of Section 3 of the Global Security Agreement (but subject to Sections 6.02 and 6.03 hereof), in order that the Trustee shall enjoy, for the benefit of the Trustee and the Holders, a Lien on substantially all of the Property of the Credit Parties described in the definition of "Collateral" in Section 1.01 hereof, now existing or hereafter arising, and wherever located (or, in the case of the floating charge in Belgium referred to in Section 11.05(a) hereof, Liens in favor of the Belgian Floating Charge Lienholder securing the Parallel Debt referred to in said Section 11.05(a)). Concurrently with the execution and delivery of the agreements, assignments, mortgages and other instruments or documents referred to above, the Credit Parties will, in accordance with the requirements of Exhibit F furnish to the Trustee Opinions of Counsel, documents and instruments, and will take the actions, identified on Exhibit F hereto, each of which shall be deemed reasonably satisfactory to the Holders unless the Trustee receives notification to the contrary. The Trustee and the Credit Parties hereby acknowledge and agree that the Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of this Indenture and the Security Documents. The Trustee is hereby appointed and authorized to act as agent on behalf of and in the name of the Holders in connection with the Security Documents and the Collateral, including taking, Indenture --------- managing, releasing and enforcing security, and any and all matters incidental or related thereto; and each Holder, by accepting a Note, shall be deemed to have agreed to such appointment and authorization. Each Holder, by accepting a Note, shall be deemed to have agreed to all the terms and provisions of the Security Documents.