Common use of Additional Subsidiaries and Collateral Clause in Contracts

Additional Subsidiaries and Collateral. (i) At such time as any Subsidiary of the Company is created or acquired after the Closing Date, cause to be executed and delivered to the Administrative Agent (A) a Joinder Agreement such that such Subsidiary shall become a Borrower hereunder, a grantor under the Security Agreement and an issuer under the Pledge Agreement (and, if applicable, the parent of such Subsidiary shall become a pledgor under the Pledge Agreement), (B) subject to clause (ii) below, such other applicable Security Documents in form and substance reasonably satisfactory to the Administrative Agent such that the assets of such Subsidiary shall become Collateral for the Obligations, (C) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such supplements and agreements and (D) such other documents and closing certificates as consistent with Article VI as may be requested by the Administrative Agent and (ii) within sixty (60) days after the joinder of such Subsidiary, a Mortgage for each parcel of real property owned or leased thereby. (b) Within sixty (60) days of the consummation by the Company or any Subsidiary of any lease (including without limitation in connection with any assignment or assumption of an existing lease to or by a new landlord) with respect to real property at which any Switch or any material Telecommunications Equipment is or is to be located, cause to be executed and delivered to the Administrative Agent (i) a copy of the lease and all related documents, (ii) a Mortgage with respect to such property, (iii) a landlord consent and, if applicable, a mortgagee estoppel letter (and, in addition, within sixty (60) days of any refinancing of any Mortgage with a new lender, an additional mortgagee estoppel letter) with respect to such property, (iv) a legal description of the premises, (v) any filings or recordings necessary to perfect the security interests of the Lenders in all Collateral related to such premises, (vi) UCC-1 Financing Statements in form and substance satisfactory to the Administrative Agent with respect to such premises and (vii) favorable opinions of counsel to the Company addressed to the Administrative Agent and the Lenders in form and substance satisfactory thereto with respect to such security interests and each additional document, instrument or other item of information reasonably requested by the Administrative Agent. (c) In connection with the execution by the Company or any Subsidiary of any Interconnection Agreement, use their reasonable best efforts to cause to be executed and delivered to the Administrative Agent at the time such Interconnection Agreement is entered into (or as soon as reasonably practicable thereafter, or with respect to any such agreement that is in effect on the Closing Date, as soon as reasonably practicable after such date), a consent agreement regarding the Lien of the Administrative Agent in form and substance reasonably satisfactory thereto and each additional document, instrument or other item of information reasonably requested by the Administrative Agent. (d) Promptly deliver from time to time such additional Security Documents to the Administrative Agent upon the request of the Required Lenders with respect to any assets of any such Person not subject to an existing Lien in favor of the Administrative Agent for the ratable benefit of itself and the Lenders.

Additional Subsidiaries and Collateral. (i) At such time Within thirty (30) days of (x) the creation of any newly-formed Subsidiary (other than an Inactive Subsidiary) and (y) the date that any Inactive Subsidiary ceases to qualify as an Inactive Subsidiary, and upon the acquisition of any Subsidiary of the Company is created permitted by Section 11.4(c) (or acquired after the Closing Datesuch other date as may be specified in any consent executed pursuant to Section 11.4(c)), cause to be executed and delivered to the Administrative Agent (A) a Joinder Agreement such that such Subsidiary shall become a Borrower hereunder, a grantor under the Security Agreement and an issuer under the Pledge Agreement (and, if applicable, the parent of such Subsidiary shall become a pledgor under the Pledge Agreement), (B) subject to clause (ii) below, such other applicable Security Documents in form and substance reasonably satisfactory to the Administrative Agent such that the assets of such Subsidiary shall become Collateral for the Obligations, (C) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such supplements and agreements and (D) such other documents and closing certificates as consistent with Article VI as may be requested by the Administrative Agent and (ii) within sixty (60) days after the joinder of such Subsidiary, a Mortgage for each parcel of real property owned or leased therebythereby at the time of such joinder; provided, that, with respect to any real property acquired by the -------- Company or any Borrower or in which the Company or any Borrower assumes a leasehold interest, in each case pursuant to the US Xchange Acquisition, the Company and the Borrowers shall have until the date that is ninety (90) days after the Closing Date to comply with the requirements of this Section 9.12. (b) Within sixty (60) days of the consummation by the Company or any Subsidiary of any lease (including without limitation in connection with any assignment or assumption of an existing lease to or by a new landlord) with respect to real property at which any Switch or any material Telecommunications Equipment is or is to be located, cause to be executed and delivered to the Administrative Agent in form and substance satisfactory thereto (i) (A) a copy of the lease and all related documents, (iiB) a legal description of the premises, (C) a Mortgage with respect to such property, (iiiD) a landlord consent andand (ii) to the extent requested by the Administrative Agent, if applicable, (A) a mortgagee estoppel letter (and, in addition, within sixty (60) days of any refinancing of any Mortgage with a new lender, an additional mortgagee estoppel letter) with respect to such property, (ivB) a legal description of the premises, (v) UCC-1 Financing Statements and any additional filings or recordings or actions necessary to perfect the security interests of the Lenders in all Collateral related to such premises, (vi) UCC-1 Financing Statements in form and substance satisfactory to the Administrative Agent with respect to such premises and (viiC) favorable opinions of counsel to the Company addressed to the Administrative Agent and the Lenders in form and substance satisfactory thereto with respect to such Mortgages and security interests and (D) each additional document, instrument or other item of information reasonably requested by the Administrative Agent. (c) In connection with the execution by the Company or any Subsidiary of any Interconnection Agreement, use their reasonable best efforts to cause to be executed and delivered to the Administrative Agent at the time such Interconnection Agreement is entered into (or as soon as reasonably practicable thereafter, or with respect to any such agreement that is in effect on the Closing Date, as soon as reasonably practicable after such date), a consent agreement regarding the Lien of the Administrative Agent in form and substance reasonably satisfactory thereto and each additional document, instrument or other item of information reasonably requested by the Administrative Agent. (d) Promptly deliver from time to time such additional Security Documents to the Administrative Agent upon the request of the Required Lenders with respect to any assets of any such Person not subject to an existing Lien in favor of the Administrative Agent for the ratable benefit of itself and the Lenders.