Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Restricted Subsidiary is formed or acquired after the Sixth ARCA Effective Date, (ii) any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iii) the Borrower, at its option, elects to cause a Domestic Subsidiary, or to the extent reasonably acceptable to the Term Administrative Agent, a Foreign Subsidiary that is not a Wholly Owned Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest) to become a Subsidiary Loan Party, then, the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Term Administrative Agent in its reasonable discretion) after such newly formed or acquired Restricted Subsidiary is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, notify the Term Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 30 days after such notice (or such longer period as the Term Administrative Agent shall reasonably agree) and the Term Administrative Agent shall have received a completed Perfection Certificate (or supplement thereto) with respect to such Restricted Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby. (b) Within 45 days (or such longer period as otherwise provided in this Agreement or as the Term Administrative Agent may reasonably agree) after the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. Prior , to the PAETEC Notes Redemption Dateextent not already satisfied pursuant to Section 5.11(a). (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section 5.11, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such real property within 90 days, following the formation or acquisition of such real property or such Restricted Subsidiary or the identification of such new Material Subsidiary, or such longer time period as agreed by the Term Administrative Agent in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits reasonable discretion.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Restricted Subsidiary is formed or acquired after the Sixth ARCA Effective DateClosing Date or (ii) if any Restricted Subsidiary ceases to be an Excluded Subsidiary, an Immaterial Subsidiary, a Foreign Subsidiary, a Regulated Subsidiary or an Excluded Domestic Subsidiary, Holdings or the Borrower will, within ten Business Days 30 days after such Subsidiary is formed formation, acquisition or acquiredcessation, notify the Administrative Agent thereof, and the Collateral Agent thereof and will cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) such Restricted Subsidiary (unless such Restricted Subsidiary is an Excluded Subsidiary, a wholly-owned Foreign Subsidiary, a Regulated Subsidiary or an Excluded Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental AuthorizationSubsidiary) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Restricted Subsidiary and (y) any Loan Party that owns any Equity Interests in or Indebtedness of any such Restricted Subsidiary to satisfy the PAETEC Notes Redemption DateCollateral and Guarantee Requirement with respect to such Equity Interests and Indebtedness, in each case within 30 days after such notice (or such longer period as the Administrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Restricted Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby). (b) Within 30 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower will not permit identifies any PAETEC Group Member new Material Subsidiary pursuant to form or acquire any Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary except for in order to satisfy the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from Collateral and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject Guarantee Requirement shall have been taken with respect to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateSubsidiary.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Restricted Subsidiary is formed or acquired after the Sixth ARCA Effective Closing Date, including, without limitation, as a result of a Division, (ii) any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iii) the Borrower, at its option, elects to cause a Domestic Subsidiary, or to the extent reasonably acceptable to the Administrative Agent, a Foreign Subsidiary that is not a Wholly Owned Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest) to become a Subsidiary Loan Party, then the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such newly formed or acquired Restricted Subsidiary is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 30 days after such notice (or such longer period as the Administrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate (or supplement thereto) with respect to such Restricted Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby. (b) Within 45 days (or such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after the Borrower identifies any new Material Subsidiary pursuant to Section 6.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. Prior , to the PAETEC Notes Redemption Dateextent not already satisfied pursuant to Section 6.11(a). (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section 6.11, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such real property within 90 days, following the formation or acquisition of such real property or such Restricted Subsidiary or the identification of such new Material Subsidiary, or such longer time period as agreed by the Administrative Agent in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits reasonable discretion.

Additional Subsidiaries. (i) If any additional Subsidiary, the Company requests that New Vehicle Floorplan Loans be made available to a newly acquired or created Subsidiary (other than an Insignificant a Silo Subsidiary) which engages in the business of selling or leasing New Vehicles, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed (ii) if any newly created or acquired Subsidiary has Eligible Used Vehicle Inventory included in the Used Vehicle Borrowing Base at any time, then as soon as practicable, but in any event within thirty (30) days after the Sixth ARCA Effective Dateacquisition or creation of any such Subsidiary (or, if later, by the Borrower will, within ten Business Days after date such Subsidiary first satisfies the condition in clause (i) or (ii) above) cause to be delivered to the Administrative Agent each of the following: (i) a Joinder Agreement duly executed by such Subsidiary with all schedules and information thereto appropriately completed with respect to becoming a “New Vehicle Borrower” or “Subsidiary Guarantor” (including appropriate indications if such Subsidiary is formed or acquireda Dual Subsidiary); (ii) UCC financing statements naming such Subsidiary as “Debtor” and naming the Revolving Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, notify substance and number sufficient in the reasonable opinion of the Administrative Agent and its counsel to be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of the Revolving Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral Agent thereof conferred under such Joinder Agreement and cause other Security Instruments to the Collateral extent such Lien may be perfected by UCC filings; (iii) unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, in the case of any single Acquisition or any related series of Acquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, an opinion or opinions of counsel to such Subsidiary dated as of the date of delivery of such Joinder Agreements (and Guarantee Requirement other Loan Documents) provided for in this Section 6.14 and addressed to be satisfied the Administrative Agent, in form and substance acceptable to the Administrative Agent; (iv) the documents described in Sections 4.01(a)(iii), (iv), (vii), (xii), (xiii), (xx), (xxi) and (xxii) with respect to any Equity Interest in such Restricted Subsidiary; and (v) evidence satisfactory to the Administrative Agent that all taxes, filing fees, recording fees and other related transaction costs have been paid. In addition, such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement also comply with Section 7.16 (in the case of any Subsidiary described in clause (ya Silo Subsidiary), on terms no less favorable to Section 7.17 (in the Lenders than those applicable under such Guarantee case of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such a Dual Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not), and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date7.20.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Wholly-Owned Subsidiary is formed or acquired (or otherwise becomes a Wholly-Owned Subsidiary) after the Sixth ARCA Effective Closing Date, then the Borrower Company will, as promptly as practicable and, in any event, within ten Business Days thirty (30) days (or such longer period as the Administrative Agent in its reasonable discretion may agree to in writing (including electronic mail)) after such Subsidiary is formed or acquired, notify the Administrative Agent and (i) whether the Collateral Company intends to designate such Wholly-Owned Subsidiary as an Unrestricted Subsidiary in accordance with Section 8.19 or (ii) if the Subsidiary is a Wholly-Owned Domestic Subsidiary of the Company that is a Restricted Subsidiary (other than an Excluded Subsidiary) or the Company elects by written notice to the Administrative Agent thereof and to designate such Wholly-Owned Subsidiary as a Canadian Credit Party, in the case of this clause (ii), the Company shall cause the Collateral and Guarantee Requirement requirements of this Section 8.10 to be satisfied with respect to such additional Subsidiary and with respect to any Equity Interest in such Subsidiary held by a Loan Party and any or Indebtedness of such Subsidiary owed to a Loan owned by or on behalf of any Credit Party. If at any time any Subsidiary that is not then a Loan PartyThe Parent and the Company will cause the management, other than (A) an Insignificant Subsidiary, (B) prior to business and affairs of each of the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Parent, the Borrower shall promptly cause Company and its Restricted Subsidiaries to be conducted in such a manner (A) such Subsidiary including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) creditors and (B) the other provisions potential creditors thereof and by not permitting Properties of the Collateral Company and Guarantee Requirement its Restricted Subsidiaries to be satisfied with respect commingled) so that each Unrestricted Subsidiary could reasonably be expected to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” be treated as an entity separate and “Lien Grantor” for purposes of distinct from the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption DateParent, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from Company and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.its Restricted Subsidiaries;

Additional Subsidiaries. If any Subject to Section 7.12(c) below, within thirty (30) days (or such later time as the Administrative Agent may agree, not to exceed an additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired thirty (30) days) after the Sixth ARCA Effective Dateoccurrence of any event described in Section 7.12(b)(i) or (ii) below with respect to any Material Subsidiary, the Borrower willand the other Credit Parties shall: (a) [Reserved]; (b) cause such Person to become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, within ten Business Days after and (ii) deliver to the Administrative Agent documents of the types referred to in Section 5.1(b), and favorable opinions of counsel to such joining Guarantor (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the immediately foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements of this clause (b) shall apply only if: (i) Such Material Subsidiary which is an Unencumbered Property Owner or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary, becomes obligated in respect of, any Indebtedness of Parent, the Borrower or any Subsidiary of the Parent or Borrower; or (ii) As to any other Material Subsidiary; such Material Subsidiary (or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary) Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of Parent, the Borrower or any Subsidiary of the Parent or Borrower, unless the terms of such Indebtedness prohibit the execution of such guaranty. (c) Notwithstanding the foregoing or anything to the contrary in the Credit Documents, no such Subsidiary shall be required to become a Guarantor under Section 7.12(b)(ii) if such Subsidiary (I) is formed an Excluded Subsidiary or acquireda Foreign Subsidiary, or (II) is expressly prohibited in writing from guaranteeing Indebtedness of any other Person pursuant to (x) a provision in any document, instrument or agreement evidencing Indebtedness or other material agreement of such Subsidiary, (y) a provision of such Subsidiary's Organizational Documents to the extent required by another holder of the Capital Stock of such Subsidiary in connection with the formation thereof or (z) a provision of such Subsidiary's Organizational Documents, which provision was included in such Organizational Document or such other document, instrument or agreement as an express condition to the extension of Indebtedness to such Subsidiary by any of a third party creditor providing the subject financing, any other third-party guarantor thereof or any rating agency in respect thereof, or was included in such Organizational Documents in contemplation of such Subsidiary’s entering into any such Indebtedness or other material agreement; provided, that if (A) any Subsidiary qualifying as an Excluded Subsidiary as of the date of its acquisition or formation ceases to qualify as an Excluded Subsidiary, or (B) the applicable prohibition against guaranteeing Indebtedness of any other Person shall no longer be in effect with respect to a Subsidiary that is or was not required to become a Guarantor under clause (II) above, the Credit Parties shall promptly notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied that such Subsidiary no longer qualifies as an Excluded Subsidiary or that such prohibition is no longer in effect with respect to any Equity Interest in such Subsidiary held by a Loan Party (as applicable), and any Indebtedness of the Credit Parties shall, within thirty (30) days (or such later time as the Administrative Agent may agree) after the date that such Subsidiary owed ceases to a Loan Party. If at any time any so qualify or such prohibition is no longer in effect with respect to such Subsidiary that is not then a Loan Party(or such later date, other than (A) an Insignificant Subsidiaryin each case, (B) prior to with the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without written consent of the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan DocumentsAdministrative Agent), the Borrower shall promptly cause (A) such Subsidiary to Guarantee become a Guarantor in accordance with the Facility Obligations pursuant to the Guarantee Agreement provisions of clause (b) of this Section 7.12 (unless, in the case of any a Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 a prohibition against guaranteeing Indebtedness, such Subsidiary otherwise qualifies as if such Qualified PAETEC Group Member became a an Excluded Subsidiary on such datethereafter). (d) [Reserved].

Additional Subsidiaries. If Promptly following the date any additional SubsidiaryPerson becomes a Subsidiary of a Loan Party (whether by creation, other than an Insignificant Subsidiaryacquisition or otherwise, including without limitation, upon the formation of any Subsidiary that is a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, Delaware Divided LLC) and in any event within ten thirty (30) Business Days after such date, (a) cause such Person to (i) become a Subsidiary is formed or acquired, notify the Administrative Agent Guarantor and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior hereunder by delivering to the PAETEC Notes Redemption Date, Lender a Qualified PAETEC Group Member, (Cduly executed Loan Party Joinder Agreement or such other document(s) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without as the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower Lender shall promptly cause (A) deem appropriate for such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVpurpose, (ii) prior grant a security interest in all of its tangible and intangible personal property and real property now owned or hereafter acquired (subject to any exceptions specified in the applicable Collateral Document) by such Person by delivering to the PAETEC Notes Redemption DateLender a duly executed joinder to the Security Agreement, any Qualified PAETEC Group Member and Mortgage or such other document(s) as the Lender shall deem appropriate for such purpose, (iii) any Special Purpose Receivables Subsidiarydeliver to the Lender such opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Lender and (iv) after deliver to the Sixth ARCA Effective Date unless either Lender such other documents as may be reasonably requested by the Lender in connection with the foregoing including, without limitation, all information that may be reasonably requested by the Lender to comply with applicable “know your customer” requirements established by U.S. regulatory authorities, all in form, content and scope reasonably satisfactory to the Lender and (xb) all of the if applicable, cause each Loan Party owning Equity Interests in such Subsidiary to deliver to the Lender (i) a duly executed joinder or supplement to the Security Agreement pledging (or evidencing a prior pledge of) 100% of the total Equity Interests in such Subsidiary or such other document(s) as the Lender shall be directly held deem appropriate for such purpose, together with all original certificates (or equivalent document) evidencing such Equity Interests and appropriate undated stock or other transfer powers for each such certificate duly executed in blank by a Loan Party or the registered owner thereof, (yii) such Subsidiary shall have Guaranteed opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Facility Obligations pursuant Lender and (iii) such other documents as may be reasonably requested by the Lender in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateLender.

Additional Subsidiaries. If (a) As soon as practicable (but in any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV event within ten (10) days or a Special Purpose Receivables Subsidiary, is formed or acquired such longer period as the Lender may agree in its sole discretion) after the Sixth ARCA Effective Dateacquisition or creation of any Subsidiary which is or will be a lessee of Financed Property or the designation of any existing Subsidiary as a lessee of Financed Property or (b) prior to or simultaneously with any Collateral Substitution, in the event any Subsidiary which owns real property proposed to be Financed Property in connection with such Collateral Substitution is not an existing Borrower will(or any Subsidiary which leases such property, within ten Business Days after Subsidiary Guarantor, as the case may be), cause to be delivered to the Lender (in addition to any other documents required to be delivered under this Agreement, including pursuant to Section 4.02 or otherwise) each of the following: (a) a Joinder Agreement duly executed by such Subsidiary is formed or acquired, notify the Administrative Agent with all schedules and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied information thereto appropriately completed with respect to any Equity Interest in such Subsidiary held by becoming a Loan Party and any Indebtedness of such “Borrower” or a “Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan PartyGuarantor”, other than as applicable; (Ab) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any such Subsidiary becoming a “Borrower”, UCC financing statements naming such Subsidiary as “Debtor” and naming the Lender as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Lender and its counsel to be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of the Lender the Liens on the Collateral conferred under such Joinder Agreement and other Security Instruments to the extent such Lien may be perfected by UCC filings; (c) an opinion or opinions of counsel to such Subsidiary dated as of the date of delivery of such Joinder Agreements (and other Loan Documents) provided for in this Section 6.05 and addressed to the Lender, in form and substance acceptable to the Lender; (d) the documents described in clause (ySections 4.01(a)(iii), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness(iv), (vii), (xi), (xiii) and (Bxv) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary; and (e) evidence satisfactory to the Lender that all taxes, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes filing fees, recording fees related to the perfection of the Loan Documents. The Borrower will not, Liens securing the Obligations have been paid and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries all reasonable costs and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all expenses of the Equity Interests Lender in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall connection therewith have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datebeen paid.

Additional Subsidiaries. If As soon as practicable but in any additional event within thirty (30) days following the acquisition, creation or designation of any Restricted Subsidiary (or the date a Subsidiary otherwise qualifies as a Restricted Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify ) cause to be delivered to the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions each of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than following: (i) any Notes SPV, a Joinder Agreement duly executed by such Restricted Subsidiary with all schedules and information thereto appropriately completed (including appropriate indications if such Restricted Subsidiary is a Dual Subsidiary or a Silo Subsidiary); (ii) prior a Joinder Agreement (or an amendment to a Joinder Agreement or a supplement to the PAETEC Notes Redemption DatePledge Agreement or Escrow and Security Agreement, any Qualified PAETEC Group Member and (iiias applicable) any Special Purpose Receivables Subsidiary) after by the Sixth ARCA Effective Date unless either (x) all direct owner of the Equity Interests in such Restricted Subsidiary, which Joinder Agreement (or amendment or supplement) effects the pledge of the Equity Interests of such Restricted Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Pledge Agreement or the escrow of the Equity Interests of such Restricted Subsidiary pursuant to the Escrow and Security Agreement, as the case may be; (iii) UCC financing statements naming such Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its counsel to be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such Joinder Agreement and shall have satisfied other Security Instruments to the other provisions extent such Lien may be perfected by UCC filings; (iv) unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, in the case of any single Acquisition or any related series of Acquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, an opinion or opinions of counsel to such Restricted Subsidiary dated as of the Collateral date of delivery of such Joinder Agreements (and Guarantee Requirement other Loan Documents) provided for in this Section 6.14 and addressed to the Administrative Agent, in form and substance acceptable to the Administrative Agent; (v) the documents described in Sections 4.01(a)(iii), (iv), (vii), (xii), (xiii), (xx), (xxi) and (xxii) with respect to such Restricted Subsidiary. Prior ; and (vi) evidence satisfactory to the PAETEC Notes Redemption DateAdministrative Agent that all taxes, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubtfiling fees, recording fees and other related transaction costs have been paid; provided that, Sonic FFC 1, Inc., Sonic FFC 2, Inc. and Sonic FFC 3, Inc. shall be excluded from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 6.14 so long as such Persons have no operations other than serving as special purpose entities for the repayment of Indebtedness identified on Schedule 7.03 as of the Closing Date as “Falcon Indebtedness” with proceeds of rental payments received by such Persons in the amount of such payments. In addition, such Subsidiary shall be subject to also comply with Section 7.16 (in the requirements set forth case of a Silo Subsidiary), Section 7.17 (in this the case of a Dual Subsidiary) and Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date7.20.

Additional Subsidiaries. If any additional Subsidiary(a) In the event that, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Datedate hereof, the Parent, the Borrower willor any Subsidiary creates any new Subsidiary or acquires a new Subsidiary in accordance with §10.5.1 or otherwise or in the event that the Borrower exercises its option to purchase the remaining Capital Stock of RAM and the Austin Partnership pursuant to the ▇▇▇▇▇▇▇▇ Definitive Agreement, within ten Business Days (a) such new Subsidiary or (as the case may be) RAM and the Austin Partnership shall, concurrently with such event or as soon as practicable thereafter, execute and deliver to the Administrative Agent an instrument of joinder and accession, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such Person shall join the applicable Security Documents as if such Person was an original signatory thereto, and (b) the Parent, the Borrower, the applicable Subsidiary and/or such new Subsidiary or (as the case may be) RAM and the Austin Partnership shall deliver such other instruments and documents, including without limitation Perfection Certificates, UCC financing statements and stock certificates representing all of the issued and outstanding Capital Stock of such new Subsidiary or (as the case may be) RAM and the Austin Partnership with accompanying stock powers duly executed in blank, in each case required to be executed or delivered pursuant to such Security Documents in order to grant to or maintain the Administrative Agent’s first priority perfected security interest in and to the assets of and the Capital Stock issued by such Person. Further, contemporaneously with the formation or acquisition of such new Subsidiary or the exercise of the option to purchase the remaining Capital Stock of RAM and the Austin Partnership, the Parent, the Borrower, the applicable Subsidiary and/or such new Subsidiary or (as the case may be) RAM and the Austin Partnership shall execute and/or deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §9.15, including without limitation an updated Schedule 8.19 hereto and documentation of the type required to be supplied by the Parent, the Borrower and the Subsidiaries as a condition precedent to the initial Loans made hereunder pursuant to §12, as applicable to such new Subsidiary or Permitted Acquisition or (as the case may be) RAM and the Austin Partnership. (b) In the event that, after the date hereof, the Parent, the Borrower or any domestic Subsidiary creates any new direct subsidiary or acquires a new direct subsidiary, in each case, which is not organized under the laws of the United States or any state or political subdivision of the United States, the Parent, the Borrower, the applicable Subsidiary and/or such Subsidiary is formed or acquired, new subsidiary shall promptly notify the Administrative Agent thereof and, upon the request of the Administrative Agent, deliver a Pledge Agreement and the Collateral Agent thereof such other instruments, documents and cause the Collateral and Guarantee Requirement certificates with accompanying transfer powers duly executed in blank, in each case, as required or necessary to be satisfied with respect executed or delivered in order to any Equity Interest grant to or maintain the Administrative Agent’s first priority perfected security interest in such Subsidiary held by a Loan Party and any Indebtedness to 66 2/3% of the issued and outstanding Capital Stock of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datePerson.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, Subsidiary (other than an Insignificant Excluded Subsidiary, a Notes SPV ) or a Special Purpose Receivables Subsidiary, Intermediate Parent is formed or acquired after the Sixth ARCA Effective DateDate or (ii) if any Subsidiary ceases to be an Excluded Subsidiary or an Immaterial Subsidiary, Holdings or the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such newly formed or acquired Subsidiary or Intermediate Parent is formed or acquiredacquired or such Subsidiary ceases to be an Excluded Subsidiary or ceases to be an Immaterial Subsidiary, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Intermediate Parent to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Subsidiary or Intermediate Parent and with respect to any Equity Interest in or Indebtedness of such Subsidiary or Intermediate Parent owned directly by any Loan Party within 30 days after such notice (or such longer period as the PAETEC Notes Redemption DateAdministrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby. (b) Within 30 days (or such longer period as the Administrative Agent may agree in its sole discretion) after Holdings or the Borrower will identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section, Holdings or the Borrower shall not permit any PAETEC Group Member be required to form comply with the “Collateral and Guarantee Requirement” until a reasonable time following the formation or acquire any acquisition of such Subsidiary except for or the purpose identification of reorganizing such new Material Subsidiary, and in no event shall compliance be required until 60 days following such formation, acquisition or identification or such longer time period as agreed by the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth Administrative Agent in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits sole discretion.

Additional Subsidiaries. If (a) Within thirty (30) days after (i) the redesignation of an Immaterial Subsidiary as a Material Subsidiary in accordance with Section 8.10(b) below or (ii) the creation or acquisition of any additional Material Subsidiary, other than an Insignificant including in connection with any Permitted Acquisition (any such Subsidiary, a Notes SPV “New Material Subsidiary”), cause to be executed and delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent): (A) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Material Subsidiary to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person (including, without limitation, updated Schedule 6.1(b) reflecting the creation or a Special Purpose Receivables acquisition of such New Material Subsidiary), (C) such original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or the applicable Material Subsidiary, is formed or acquired after the Sixth ARCA Effective Dateas applicable, the Borrower will, within ten Business Days after in such New Material Subsidiary (unless such New Material Subsidiary is formed or acquireda Restricted Subsidiary), notify (D) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied Lenders with respect to any Equity Interest the New Material Subsidiary, the Loan Documents and such other matters as the Lenders shall request), and (E) such other documents and certificates as may be reasonably requested by the Administrative Agent, all in such Subsidiary held by a Loan Party form, content and any Indebtedness of such Subsidiary owed scope reasonably satisfactory to a Loan Party. If the Administrative Agent. (b) The Borrower may, at any time and upon written notice to the Administrative Agent, redesignate any Immaterial Subsidiary as a Material Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that any Subsidiary no longer qualifies as an Immaterial Subsidiary such Subsidiary shall be redesignated as a Material Subsidiary and shall comply with clause (a) of this Section. (c) Notify the Administrative Agent at the time that is not then any Person becomes a Loan Party, other than (A) an Insignificant first tier Foreign Subsidiary of the Borrower or any Material Subsidiary, and promptly thereafter (Band in any event within forty-five (45) prior days after notification), cause to be executed and delivered to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, Administrative Agent (Cunless otherwise agreed to by the Administrative Agent): (i) a Notes SPV, Foreign Pledge Documents pledging sixty-five percent (D65%) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic of the total outstanding Capital Stock of such new Foreign Subsidiary and is permitted a consent thereto executed by applicable law such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations equivalent thereof pursuant to the Guarantee Agreement (in the case Applicable Laws and practices of any Subsidiary described relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in clause (yblank by the registered owner thereof), on terms no less favorable (ii) such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person (including, without limitation, updated Schedule 6.1(b) reflecting the creation or acquisition of such Person), (iii) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Person, the Loan Documents and such other matters as the Lenders shall request), and (iv) such other documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (d) Within thirty (30) days after the creation or acquisition of any new Subsidiary, whereupon such Subsidiary will become a “Guarantor” including in connection with any Permitted Acquisition, cause to be executed and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior delivered to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and Administrative Agent (iiiunless otherwise agreed to by the Administrative Agent) any Special Purpose Receivables Subsidiary) after a duly executed joinder agreement in the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant form attached to the Guarantee Intercompany Subordination Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to joining such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any new Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datethereto.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiaryand, so long as the Termination Date (as defined in the Directories Equity Exchange Agreement) has not occurred, Directories Holdings, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Peach Group Member, (C) a Notes SPV, (D) SPV or any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary5.10, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings New Notes, any Assumed Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member SPV and (iii) any Special Purpose Receivables Subsidiaryii)Subsidiaries of Peach that are Qualified Peach Group Members) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to From and after the PAETEC Notes Redemption Peach Merger Date, the Borrower will not permit any PAETEC Peach Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Peach Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Restricted Subsidiary or a Special Purpose Receivables Subsidiary, Intermediate Parent is formed or acquired after the Sixth ARCA Effective DateClosing Date or (ii) if any Restricted Subsidiary ceases to be an Excluded Subsidiary, an Immaterial Subsidiary, a Foreign Subsidiary, a Regulated Subsidiary or an Excluded Domestic Subsidiary, Holdings or the Borrower will, within ten Business Days 30 days after such Subsidiary is formed formation, acquisition or acquiredcessation, notify the Administrative Agent thereof, and the Collateral Agent thereof and will cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) such Restricted Subsidiary (unless such Restricted Subsidiary is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such an Excluded Subsidiary, whereupon such a Foreign Subsidiary, a Regulated Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables an Excluded Domestic Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Intermediate Parent to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Restricted Subsidiary or Intermediate Parent and (y) any Loan Party that owns any Equity Interests in or Indebtedness of any such Restricted Subsidiary (other than an IPO Shell Company) or Intermediate Parent to satisfy the PAETEC Notes Redemption DateCollateral and Guarantee Requirement with respect to such Equity Interests and Indebtedness, in each case within 30 days after such notice (or such longer period as the Administrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby). (b) Within 30 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower will not permit identifies any PAETEC Group Member new Material Subsidiary pursuant to form or acquire any Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary except for in order to satisfy the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from Collateral and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject Guarantee Requirement shall have been taken with respect to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateSubsidiary.

Additional Subsidiaries. (a) If any additional Subsidiary, Subsidiary (other than an Insignificant a Foreign Subsidiary, ) becomes a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Material Subsidiary after the Sixth ARCA Effective Closing Date, or any Material Subsidiary (other than a Foreign Subsidiary) is acquired or formed after the Closing Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, will promptly notify the Administrative Agent and the Collateral Agent Lenders thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to and, within thirty (30) Business Days after any Equity Interest in such Subsidiary held by becomes a Material Subsidiary, or such Material Subsidiary is acquired or formed, will cause such Material Subsidiary to become a Subsidiary Loan Party Party. (b) If, at any time, the aggregate revenue or assets (on a non-consolidated basis) of the Borrower and those Subsidiaries that are then Subsidiary Loan Parties are less than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more other Subsidiaries (other than a Foreign Subsidiary) to become additional Subsidiary Loan Parties, as provided in clause (d) below, within thirty (30) Business Days after such revenues or assets become less than the Aggregate Subsidiary Threshold so that after including the revenue and assets of any Indebtedness such additional Subsidiary Loan Parties, the aggregate revenue and assets (on a non-consolidated basis) of the Borrower and all such Subsidiary owed to a Loan Party. If Parties would equal or exceed the Aggregate Subsidiary Threshold. (c) The Borrower may elect at any time to have any Subsidiary that is not then a become an additional Subsidiary Loan Party, other than Party as provided in clause (Ad) an Insignificant Subsidiary, (B) prior to below. Upon the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary occurrence and is permitted by applicable law or regulation (without during the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect continuation of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under Event of Default, if the Loan Documents)Required Lenders so direct, the Borrower shall promptly (i) cause all of its Subsidiaries to become additional Subsidiary Loan Parties, as provided in clause (Ad) below, within thirty (30) Business Days after the Borrower’s receipt of written confirmation of such direction from the Administrative Agent. (d) A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Administrative Agent a Subsidiary Guaranty Supplement, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of Charter Documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.1(b), and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to Guarantee be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Facility Obligations Subsidiary Guaranty Agreement unless otherwise expressly permitted pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than Restricted Subsidiary that is not an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Excluded Subsidiary is formed or acquired after the Sixth ARCA Effective Date, (ii) any Restricted Subsidiary ceases to be an Excluded Subsidiary (other than any Immaterial Subsidiary that becomes a Material Subsidiary, which shall be subject to Section 5.11(b)) or (iii) Holdings, at its option, elects to cause a Domestic Subsidiary, or to the Borrower extent reasonably acceptable to the Administrative Agent, a Foreign Subsidiary that is a Wholly Owned Restricted Subsidiary to become a Subsidiary Loan Party, then Holdings will, within ten Business Days 60 days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after (x) such newly formed or acquired Restricted Subsidiary is formed or acquired, (y) such Restricted Subsidiary ceases to be an Excluded Subsidiary or (z) Holdings has made such election, notify the Administrative Agent thereof, and the Collateral Agent thereof and will cause such Restricted Subsidiary to satisfy the Collateral and Guarantee Requirement with respect to be satisfied such Restricted Subsidiary and with respect to any Equity Interest in such Subsidiary held by a Loan Party and any or Indebtedness of such Restricted Subsidiary owed owned by or on behalf of any Loan Party within 60 days after such notice (or such longer period as the Administrative Agent shall reasonably agree). Holdings and Finance shall deliver or cause to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior be delivered to the PAETEC Notes Redemption Date, Administrative Agent a Qualified PAETEC Group Member, completed Perfection Certificate (Cor supplement thereof) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Restricted Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held signed by a Loan Party or (y) such Subsidiary shall have Guaranteed Responsible Officer, together with all attachments contemplated thereby concurrently with the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions satisfaction of the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary. Prior . (b) Within 60 days (or such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after Holdings identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from Collateral and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to Guarantee Requirement (including the requirements set forth in the proviso to clause (d) of the last paragraph of the Collateral and Guarantee Requirement with respect to any Foreign Subsidiary) shall have been taken with respect to such Subsidiary, to the extent not already satisfied pursuant to Section 5.11(a). (c) Notwithstanding the foregoing, in the event any Material Real Property would be required to be mortgaged pursuant to this Section 5.10 5.11, the applicable Loan Party shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such Material Real Property within 90 days following the later of the date such Loan Party becomes a Loan Party and the acquisition of such Material Real Property, or such longer time period as agreed by the Administrative Agent in this Section 5.10 its reasonable discretion; provided that if Holdings has used its reasonable efforts to provide the documentation reasonably requested by the Lenders to obtain a “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination and the flood insurance compliance items listed in clause (e)(iii) of the definition of “Collateral and Guarantee Requirements”, in the event that any such flood insurance diligence is not completed by the Lenders by the date by which the applicable Loan Party is required to execute and deliver a Mortgage, such Loan Party shall instead execute and deliver such Mortgage within three Business Days of written receipt of notice from the Administrative Agent that such flood insurance diligence is complete (or such longer time period as if such Qualified PAETEC Group Member became a Subsidiary on such dateagreed by the Administrative Agent in its reasonable discretion).

Additional Subsidiaries. If any additional Subsidiary, All Subsidiaries of the Credit Parties (other than an Insignificant Subsidiary, a Notes SPV the Unrestricted Subsidiaries) shall become Guarantors hereunder in accordance with this Section 4.41. No Credit Party shall create or a Special Purpose Receivables Subsidiary, is formed or acquired after acquire any Foreign Subsidiaries without the Sixth ARCA Effective Date, consent of the Borrower will, within ten Business Days after Requisite Holders unless such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) constitutes an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Unrestricted Subsidiary and is subject to all of the restrictions in regards to Unrestricted Subsidiaries set forth herein. Credit Parties shall be permitted to create or acquire Domestic Subsidiaries provided that (a) creating or acquiring such Domestic Subsidiary is not otherwise prohibited hereunder, (b) promptly (and, in any event within thirty (30) days after such person becomes a Subsidiary or such longer period as approved by applicable law the Requisite Holders or regulation (without the need to obtain any Governmental Authorization) to Guarantee Collateral Trustee at the Facility Obligations or (y) Guarantees any Loan Party’s obligations direction of the Requisite Holders in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documentstheir sole discretion), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Domestic Subsidiary (other than Insignificant Subsidiaries and other than (ian Unrestricted Subsidiary) any Notes SPV, (ii) prior delivers to the PAETEC Notes Redemption DateCollateral Trustee (or any successor thereto) on behalf of the Secured Parties hereunder and/or certain other secured parties, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) certificates, if any, representing all of the Equity Interests of such Domestic Subsidiary that are owned by any Credit Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in such Subsidiary shall be directly held blank by a Loan duly authorized officer of the relevant Credit Party, and all intercompany notes owing from such Domestic Subsidiary (other than Unrestricted Subsidiary) to any Credit Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party, (c) promptly (and, in any event within thirty (30) days after such person becomes a Subsidiary or such longer period as approved by the Requisite Holders or the Collateral Trustee at the direction of the Requisite Holders in their sole discretion), such new Subsidiary (yother than an Unrestricted Subsidiary) such Subsidiary executes and delivers to Trustee and Collateral Trustee (and Collateral Trustee shall have Guaranteed deliver to Holders), a supplemental indenture substantially in the Facility Obligations pursuant form of Annex A hereto and delivering it, together with an Officers’ Certificate and Opinion of Counsel as required by Sections 1.02 and 14.03, to the Guarantee Agreement Collateral Trustee, a pledge and shall have satisfied security agreement in the form of Exhibit E of the Indenture and a Mortgage, in each case, solely with respect to Property constituting Collateral, and such other provisions Security Documents as the Collateral Trustee (acting at the direction of the Requisite Holders) or the Requisite Holders may reasonably request, (d) promptly (and, in any event within thirty (30) days after such person becomes a Subsidiary or such longer period as approved by the Requisite Holders or the Collateral Trustee at the direction of the Requisite Holders in their sole discretion), to the extent not already created and/or perfected, to take all actions reasonably necessary or advisable in the opinion of the Collateral and Guarantee Requirement with respect Trustee (acting at the direction of the Requisite Holders) or the Requisite Holders to such Subsidiary. Prior cause the Lien in the Collateral created by the applicable Security Document to be duly perfected to the PAETEC Notes Redemption Dateextent required by such agreement in accordance with all applicable Legal Requirements, including the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for filing of financing statements in such jurisdictions as may be reasonably requested by the purpose of reorganizing Collateral Trustee (acting at the organizational structure or form of organization of any direction of the PAETEC Group MembersRequisite Holders) or the Requisite Holders and (e) the Company or the applicable Credit Party delivers to the Collateral Trustee (with a copy to each Holder) any certificates, opinions of counsel, title opinions or other documents as the Requisite Holders may reasonably request; provided that, in any event, no Domestic Subsidiary may be created or acquired if a Default has occurred and is continuing before, or a Default would arise after, giving effect to the creation or acquisition of such Domestic Subsidiary. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 each Subsidiary Guarantee shall be subject to the requirements set forth released in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateaccordance with Article 15.

Additional Subsidiaries. (a) If any additional Subsidiary, other Domestic Subsidiary (whether now existing or hereafter acquired or formed) owns or acquires more than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired $250,000 in assets after the Sixth ARCA Effective DateFifth Restatement Date or generates more than $250,000 in revenue in any Fiscal Year, the Borrower will, within ten (10) Business Days after such Subsidiary is formed or acquiredthereafter, notify the Administrative Agent thereof and within forty-five (45) days thereafter will cause such Domestic Subsidiary to become a Subsidiary Loan Party by executing supplements or joinders to the Subsidiary Guarantee Agreement and the Collateral Agent thereof Assignment and Security Agreement, in form and substance reasonably satisfactory to the Administrative Agent, and will cause the Collateral and Guarantee Requirement such Domestic Subsidiary to be satisfied with respect deliver simultaneously therewith similar documents applicable to any Equity Interest in such a Subsidiary held by a Loan Party required under Section 3.1 as reasonably requested by the Administrative Agent. (b) If a Foreign Subsidiary (whether now existing or hereafter acquired or formed) owns or acquires more than $250,000 in assets after the Fifth Restatement Date or generates more than $250,000 in revenue in any Fiscal Year and any Indebtedness of such is owned directly by the Borrower or a Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than the Borrower will, within ten (A10) an Insignificant SubsidiaryBusiness Days thereafter, notify the Administrative Agent thereof, and within forty-five (B45) prior days thereafter the Borrower will execute, or will cause such Subsidiary Loan Party to execute, a supplement or joinder to the PAETEC Notes Redemption DatePledge Agreement, in form and substance reasonably satisfactory to the Administrative Agent, together with all other documents and certificates necessary to perfect a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any first priority Lien on the stock or other equity interest of such Foreign Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created pledged under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan DocumentsPledge Agreement. The Borrower will notalso, or will also cause such Subsidiary Loan Party to, deliver simultaneously therewith similar documents required under Section 3.1 as reasonably requested by the Administrative Agent. The Pledge Agreement shall create a valid and first priority Lien on 65% of the voting Capital Stock (or other voting equity interests) and 100% of the non-voting Capital Stock (or other non-voting equity interests) of such Foreign Subsidiary (or such lesser percentages as may be required to avoid any adverse tax consequences under applicable laws and regulations). (c) If any Domestic Subsidiary (whether now existing or hereafter acquired or formed) owns or acquires more than $250,000 in assets after the Fifth Restatement Date or generates more than $250,000 in revenue in any Fiscal Year, the Borrower will, within ten (10) Business Days thereafter, notify the Administrative Agent thereof, and within forty-five (45) days thereafter the Borrower will not permit any execute, or will cause the applicable Subsidiaries to execute, a supplement or joinder to the Pledge Agreement, in form and substance satisfactory to the Administrative Agent, together with all other documents and certificates necessary to perfect a first priority Lien on the stock or other equity interests of its such Domestic Subsidiary pledged under the Pledge Agreement. The Borrower will also, or will also cause the applicable Subsidiaries to, form deliver simultaneously therewith similar documents required under Section 3.1 as reasonably requested by the Administrative Agent. The Pledge Agreement shall create a valid and first priority Lien on all voting Capital Stock (or acquire any Subsidiary other voting equity interests) and all non-voting Capital Stock (or other than Insignificant Subsidiaries and other than (inon-voting equity interests) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables of such Domestic Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If In the event the Borrower acquires or creates any additional Subsidiary, Material U.S. Subsidiary (other than an Insignificant Excluded Subsidiary), or any existing Subsidiary (other than an Excluded Subsidiary) becomes a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Material U.S. Subsidiary after the Sixth ARCA Effective Date, the Borrower will, shall forthwith promptly (and in any event within ten Business Days after thirty (30) days (or such Subsidiary is formed or acquired, notify longer time as the Administrative Agent and may agree) after the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness acquisition or creation of such Material U.S. Subsidiary owed to or knowledge of such existing Subsidiary being a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (AMaterial U.S. Subsidiary) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant become a Subsidiary Guarantor by delivering to the Administrative Agent a joinder to the Subsidiary Guarantee Agreement (in the case of any Subsidiary described in clause (yform contemplated thereby), on duly executed by such Subsidiary, pursuant to which such Subsidiary agrees to be bound by the terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Subsidiary Guarantee Requirement Agreement, such joinder to be satisfied with respect to such Subsidiaryaccompanied by appropriate corporate resolutions, whereupon such Subsidiary will become a “Guarantor” other corporate documentation and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, legal opinions in form and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior substance reasonably satisfactory to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member Administrative Agent and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant its counsel. Notwithstanding anything herein to the Guarantee Agreement and shall have satisfied contrary (including the other provisions five percent (5%) threshold in the definition of the Collateral and Guarantee Requirement with respect to such “Material U.S. Subsidiary. Prior to the PAETEC Notes Redemption Date”), the Borrower will cause a sufficient number of its Subsidiaries (other than Excluded Subsidiaries) to be Subsidiary Guarantors in accordance with the requirements of this Section such that, at all times, all Subsidiaries that are not permit any PAETEC Group Member to form Subsidiary Guarantors (other than Excluded Subsidiaries), collectively, do not comprise more than fifteen percent (15%) of the Borrower’s consolidated assets or acquire any Subsidiary except Consolidated EBITDA as of the end of or for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datemost recently ended Reference Period.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Restricted Subsidiary or a Special Purpose Receivables Subsidiary, Intermediate Parent is formed or acquired after the Sixth ARCA Effective DateDate or (ii) if any Restricted Subsidiary ceases to be an Excluded Subsidiary, an Immaterial Subsidiary or an Unrestricted Subsidiary, Holdings or the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary or ceases to be an Immaterial Subsidiary or an Unrestricted Subsidiary, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Intermediate Parent to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Restricted Subsidiary or Intermediate Parent and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary or Intermediate Parent owned by or on behalf of any Loan Party within 30 days after such notice (or such longer period as the PAETEC Notes Redemption DateAdministrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby. (b) Within 30 days (or such longer period as the Administrative Agent may agree in its sole discretion) after Holdings or the Borrower will identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section, Holdings or the Borrower shall not permit any PAETEC Group Member be required to form comply with the “Collateral and Guarantee Requirement” until a reasonable time following the formation or acquire any acquisition of such Restricted Subsidiary except for or the purpose identification of reorganizing such new Material Subsidiary, and in no event shall compliance be required until 60 days following such formation, acquisition or identification or such longer time period as agreed by the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth Administrative Agent in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits sole discretion.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the (a) The Borrower will, within ten Business Days after such Subsidiary is formed or acquired, shall notify the Administrative Agent and the Collateral Agent thereof and cause Lenders, concurrently with delivery of each Compliance Certificate, if during the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in Fiscal Quarter covered by such Compliance Certificate (i) a Subsidiary held by is created or acquired that is a Material Domestic Subsidiary but not a Subsidiary Loan Party and any Indebtedness of such or (ii) a Subsidiary owed to becomes a Loan Party. If at any time any Material Domestic Subsidiary that is not then a Subsidiary Loan Party, other than . Within fifteen (A15) an Insignificant Subsidiary, (B) prior to days after the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect delivery of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)such Compliance Certificate, the Borrower shall promptly cause any such Material Domestic Subsidiary (Ax) such to join the Subsidiary to Guarantee the Facility Obligations pursuant Guaranty Agreement as a new Subsidiary Loan Party by executing and delivering to the Guarantee Agreement (in the case of any Administrative Agent a Subsidiary described in clause Guaranty Supplement, (y), on terms no less favorable ) to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions grant Liens in favor of the Collateral Agent by joining the Security Agreement, executing and Guarantee Requirement delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as applicable) and executing and delivering such instruments reasonably required by the Administrative Agent to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes perfect Liens in favor of the Collateral Agent granted under any of the Loan Documents. , and (z) to deliver all such other documentation (including without limitation, lien searches, legal opinions, and certified organizational documents) and to take all such other actions as such Material Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Material Domestic Subsidiary had been a Loan Party on the Closing Date. (b) The Borrower will notshall notify the Administrative Agent and the Lenders, concurrently with delivery of each Compliance Certificate, if during the Fiscal Quarter covered by such Compliance Certificate any event shall have occurred as a result of which at least 66% of the Capital Stock of JLG International and will not permit 100% of all Capital Stock of any Material Domestic Subsidiary owned by the Borrower or any of its Subsidiaries toare not pledged to the Collateral Agent pursuant to the Domestic Pledge Agreement. Within fifteen (15) days after the delivery of such Compliance Certificate, form or acquire any Subsidiary the Borrower shall, and shall cause its Subsidiaries (other than Insignificant Subsidiaries and other than any Monetization Subsidiaries) owning the Capital Stock of such Material Domestic Subsidiary, to pledge to the Collateral Agent as security for the Obligations such Capital Stock of such Material Domestic Subsidiary by (i) any Notes SPVexecuting and delivering a supplement to the Domestic Pledge Agreement, in form and substance reasonably satisfactory to the Collateral Agent, (ii) prior delivering (if any) the original stock certificates evidencing such additional Capital Stock to the PAETEC Notes Redemption DateCollateral Agent, any Qualified PAETEC Group Member together with appropriate stock powers executed in blank and (iii) delivering such other documentation (including without limitation, legal opinions, and certified organizational documents) and taking all such other actions that would have been required pursuant to Section 3.1 if such Capital Stock had been pledged pursuant to the Domestic Pledge Agreement on the Closing Date. (c) The Borrower shall notify the Administrative Agent and the Lenders, concurrently with the delivery of each Compliance Certificate, if during the Fiscal Quarter covered by such Compliance Certificate any Special Purpose Receivables Subsidiaryevent shall have occurred as a result of which at least 66% of the Capital Stock of any Material First-Tier Foreign Subsidiary owned by the Borrower or any of its Subsidiaries is not pledged to the Collateral Agent pursuant to a Pledge Agreement. Within sixty (60) days after the Sixth ARCA Effective delivery of such Compliance Certificate, the Borrower shall, and shall cause its Subsidiaries owning the Capital Stock of such Material First-Tier Foreign Subsidiary, to pledge to the Collateral Agent as security for the Obligations such Capital Stock of such Material First-Tier Foreign Subsidiary by (i) executing and delivering a Pledge Agreement, in form and substance reasonably satisfactory to the Collateral Agent, (ii) delivering (if any) the original stock certificates evidencing such additional Capital Stock to the Collateral Agent, together with appropriate stock powers or similar instruments of transfer executed in blank and (iii) delivering such other documentation (including without limitation, lien searches, legal opinions, and certified organizational documents) and taking all such other actions that would have been required pursuant to Section 3.1 if such Capital Stock had been pledged pursuant to a Pledge Agreement on the Closing Date unless either provided that in no event shall the Borrower or any Subsidiary be required to pledge any Capital Stock of a Material Foreign Subsidiary if (x) all a Responsible Officer shall have delivered a certificate to the Administrative Agent certifying that the Borrower has determined, on the basis of reasonable inquiries in the Equity Interests jurisdiction of such Material Foreign Subsidiary, that such pledge would affect materially and adversely the ability of such Material Foreign Subsidiary to conduct its business in such Subsidiary shall be directly held by a Loan Party jurisdiction or (y) such Subsidiary shall have Guaranteed pledge would be contrary to the Facility Obligations applicable law of such jurisdiction. (d) All actions to be taken pursuant to this Section 5.11 shall be at the Guarantee Agreement expense of the Borrower or the applicable Loan Party, and shall have satisfied be taken to the other provisions reasonable satisfaction of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateAdministrative Agent.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Restricted Subsidiary or a Special Purpose Receivables Subsidiary, Intermediate Parent is formed or acquired after the Sixth ARCA Effective DateDate or (ii) if any Restricted Subsidiary ceases to be an Excluded Subsidiary, an Immaterial Subsidiary or an Unrestricted Subsidiary, Holdings or the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary or ceases to be an Immaterial Subsidiary or an Unrestricted Subsidiary, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Intermediate Parent to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Restricted Subsidiary or Intermediate Parent and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary or Intermediate Parent owned by or on behalf of any Loan Party within 30 days after such notice (or such longer period as the PAETEC Notes Redemption DateAdministrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby. (b) Within 30 days (or such longer period as the Administrative Agent may agree in its discretion) after Holdings or the Borrower will identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section, Holdings or the Borrower shall not permit any PAETEC Group Member be required to form comply with the “Collateral and Guarantee Requirement” until a reasonable time following the formation or acquire any acquisition of such Restricted Subsidiary except for or the purpose identification of reorganizing such new Material Subsidiary, and in no event shall compliance be required until 60 days following such formation, acquisition or identification or such longer time period as agreed by the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth Administrative Agent in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits sole discretion.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant SubsidiarySubsidiary and, a Notes SPV or a Special Purpose Receivables Subsidiaryso long as the Termination Date (as defined in the Directories Equity Exchange Agreement) has not occurred, Directories Holdings, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) Subsidiary or any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary5.10, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings New Notes, any Assumed Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables SubsidiarySubsidiaries) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If In the event that, after the date hereof, the Borrowers or any additional of their Subsidiaries creates, acquires or merges with or into any new Subsidiary, other than an Insignificant Subsidiary(a) any such new Subsidiary shall, a Notes SPV concurrently with such event or a Special Purpose Receivables Subsidiaryas soon as practicable thereafter, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify execute and deliver to the Administrative Agent an instrument of joinder and accession, in form and substance satisfactory to the Administrative Agent, pursuant to which such new Subsidiary shall join the Guaranty or Canadian Guaranty, as applicable, as a Guarantor and if such new Subsidiary holds Equity Interests of a Subsidiary, the relevant Guarantor Pledge Documents as a pledgor of such Equity Interests thereunder as if such new Subsidiary was an original signatory thereto, provided that any such new Canadian Subsidiary shall not be obligated to join the Canadian Guaranty as a Guarantor as provided herein so long as any and all Investments made by the Borrowers and any of their respective Subsidiaries in such new Canadian Subsidiary would be permitted under § 10.3(k) hereof, and (b) the Borrowers and/or such new Subsidiary (as the case may be) shall deliver such other instruments and documents as the Administrative Agent may reasonably require including, without limitation and each in form and substance reasonably satisfactory to the Administrative Agent, Uniform Commercial Code financing statements and stock or other certificates representing all of the issued and outstanding Equity Interests of such new Subsidiary, with accompanying stock powers or other instruments of transfer duly executed in blank, in each case required to be executed or delivered pursuant to such Security Documents in order to grant to or maintain the Collateral Agent’s first priority perfected security interest in and to the assets of and the Equity Interests issued by such new Subsidiaries. Further, contemporaneously with the formation or acquisition of such new Subsidiary, the Borrowers and/or such new Subsidiary shall execute and/or deliver to the Administrative Agent or the Collateral Agent thereof such other documentation as the Administrative Agent or Collateral Agent may reasonably request in furtherance of the intent of this § 9.14, including without limitation an updated Schedule 8.19 hereto and cause documentation of the Collateral and Guarantee Requirement type required to be satisfied with respect to any Equity Interest in such Subsidiary held supplied by the Borrowers and their Subsidiaries as a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior condition precedent to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations initial Revolving Credit Loans made hereunder pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y)§ 12, on terms no less favorable to the Lenders than those as applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such new Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, wholly-owned Domestic Subsidiary is formed or acquired after the Sixth ARCA Second Restatement Effective Date, and (i) if such Subsidiary is required to become a Subsidiary Loan Party hereunder, the Borrower will, within ten three Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent Lenders thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by Subsidiary, including each Securitization Vehicle which is a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time Domestic Subsidiary, but excluding any Subsidiary that engages solely in the pharmacy benefits management business, and (ii) if such Subsidiary is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) subsidiary of Holdings and such Subsidiary is formed or acquired prior to the PAETEC Notes Redemption Borrowing Base Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) will, within three Business Days after such Subsidiary to Guarantee is formed or acquired, notify the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to Administrative Agent and the Lenders than those applicable under such Guarantee of other Indebtedness) thereof and (B) cause the other provisions of the Interim Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become including each Securitization Vehicle which is a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notDomestic Subsidiary, and will not permit any of its Subsidiaries to, form or acquire but excluding any Subsidiary (that engages solely in the pharmacy benefits management business. Notwithstanding any other than Insignificant Subsidiaries and other than provision of this Agreement, (i) no Domestic Subsidiary listed on Schedule 5.11 shall be required to become a Subsidiary Loan Party (it being understood and agreed that Schedule 5.11 shall not include any Notes SPVSecuritization Vehicle that is a Domestic Subsidiary), (ii) prior no Domestic Subsidiary shall be required to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member become a Subsidiary Loan Party unless and until such time as such Subsidiary has assets in excess of $1,000,000 or acquires assets in excess of $1,000,000 or has revenue in excess of $500,000 per annum and (iii) neither Holdings nor any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary its subsidiaries shall be directly held by required to become a Subsidiary Loan Party or (y) such Subsidiary shall have Guaranteed until the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Borrowing Base Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Effective Dateacquired, Holdings and the Borrower willwill notify the Administrative Agent and the Lenders thereof and if such Subsidiary is a Subsidiary Loan Party, (i) cause such Subsidiary, within ten Business Days after such Subsidiary Loan Party is formed or acquired, notify to become a party to the Subsidiary Guarantee as an additional guarantor thereunder and to the Security Agreement as a "Lien Grantor" thereunder, (ii) deliver all stock certificates representing the capital stock or other Equity Interests of such Subsidiary to the Administrative Agent Agent, together with stock powers and instruments of transfer, endorsed in blank, with respect to such certificates and (iii) take all actions required under the Security Agreement to perfect, register and/or record the Liens granted by it thereunder and the Lien on such capital stock or other Equity Interests or as may be reasonably requested by the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders. (b) If a Collateral Agent thereof Establishment Date has occurred and any Collateral Event is then continuing, such Subsidiary is a Subsidiary Loan Party and the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders so request in writing, Holdings and the Borrower shall (i) within 30 days after such Subsidiary is formed or acquired, cause such Subsidiary to become a party to such Collateral Documents (in addition to the Collateral Security Agreement) as the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders shall request and Guarantee Requirement promptly take such actions as the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders shall reasonably request to be satisfied create and perfect Liens on such of such Subsidiary's assets (in accordance with the standards set forth in Section 5.11B(a)) as the Administrative Agent, 82 the Incremental Facility Arrangers or the Required Lenders shall so request to secure its obligations under the Subsidiary Guarantee, and (ii) within 60 days after such Subsidiary is formed or acquired, cause such Subsidiary to enter into such Mortgage or Mortgages as the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders shall so request with respect to any Equity Interest in or all material real property owned by such Subsidiary held by a to secure some or all of its obligations under the Subsidiary Guarantee and to take such actions (including, without limitation, actions of the type referred to in Section 5.11B(a)) with respect thereto as the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders shall reasonably request. (c) None of the Borrower, Holdings or any Subsidiary Loan Party and shall be required to grant to the Administrative Agent or any Indebtedness Lender, pursuant to the provisions of this Section 5.13, a Lien on any of the following assets: (i) voting Equity Interests of any Foreign Subsidiary representing in excess of 66% of the outstanding voting Equity Interests of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Foreign Subsidiary, (Bii) prior any ADP Property to the PAETEC Notes Redemption Date, extent such ADP Property secures any ADP Obligation and (iii) any other asset subject to a Qualified PAETEC Group Membersecurity interest permitted by clauses (iv), (C) a Notes SPVv), (D) any Subsidiary listed on Schedule 5.10 viii), or (Eix) a Special Purpose Receivables Subsidiaryof Section 6.02 but only, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary asset described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, clauses (ii) prior or (iii), to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after extent the Sixth ARCA Effective Date unless either (x) all granting of such Lien is prohibited by the terms of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations agreement pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to which such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datesecurity interest has been granted.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior Prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 acquisition or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case formation of any Subsidiary described in clause (y)of DDH after the Closing Date, on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVDDH shall (a) form a wholly owned Subsidiary holding company (such wholly owned Subsidiary, an “Intermediate Holdco”), (iib) prior transfer, sell and assign all Equity Interests owned by DDH in its existing Subsidiaries to Intermediate Holdco, (c) cause Intermediate Holdco to execute and deliver (I) a joinder agreement to this Agreement fully executed by Intermediate Holdco, the Credit Parties and the Agent pursuant to which Intermediate Holdco shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in its property (to the PAETEC Notes Redemption Dateextent such property would be included in the definition of Collateral), any Qualified PAETEC Group Member together with amended and restated and schedules to this Agreement, (iiiII) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) a fully executed Pledge Agreement by Intermediate Holdco pursuant to which Intermediate Holdco shall pledge all of the Equity Interests owned by Intermediate Holdco, (III) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of Intermediate Holdco (to the extent such property would be included in the definition of Collateral), and (IV) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (d) DDH shall deliver a fully executed Pledge Agreement pursuant to which DDH shall pledge all of the Equity Interests of Intermediate Holdco, and (ii) upon satisfaction of the conditions set forth in clause (i) above, within thirty (30) days after the acquisition or formation of any Subsidiary of DDH or Intermediate Holdco, the Credit Parties shall: (a) notify Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Credit Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Person (other than an Immaterial Subsidiary) to at the election of Agent, either (x) become a Borrower hereunder and under the Other Documents by executing and delivering to Agent such assumption agreements, joinder documentation (including in the form of Exhibit G hereto) or such other documents as Agent shall be directly held by a Loan Party deem appropriate for such purpose, or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee execute and deliver a Guarantee, Guarantor Security Agreement and shall have satisfied the other provisions joinders to such Other Documents as Agent may request; and (c) deliver to Agent (i) documents of the Collateral types referred to in Sections 8.1(b), (c), (d), (e), (f) and Guarantee Requirement (u), and favorable opinions of counsel to such Person (other than an Immaterial Subsidiary) (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the immediately foregoing clause (b)), all in form, content and scope satisfactory to Agent and (ii) all documents (including Pledge Agreements with respect to the Equity Interests of such Subsidiary. Prior ), including original certificates evidencing the Equity Interests of such Subsidiary and transfer powers with respect thereto executed in blank, required by Agent in its Permitted Discretion to perfect its Lien on the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Equity Interests of such Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date(other than an Immaterial Subsidiary).

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired or if any inactive existing Subsidiary shall become active in any material respect, after the Sixth ARCA Effective Date, the Borrower will notify the Agent and the Lenders thereof, and the Borrower will, if such Subsidiary is formed in the United States (or organized under the laws of the United States or any State or subdivision thereof) and is not an Approved Internet Subsidiary, cause such Subsidiary to become a guarantor of the Obligations, jointly and severally with all other Guarantors, within ten 10 Business Days after such Subsidiary is formed formed, acquired or acquiredactivated (as applicable), notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement pursuant to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior documentation reasonably satisfactory to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, Agent. (Cb) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables If the Borrower wishes to convert an existing Guarantor into an Approved Internet Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause provide the Agent with at least 30 days prior written notice of the intended date of such conversion, which notice shall include a detailed explanation of all of the proposed transactions associated with such conversion, including the investment by the third-party (Aor parties) in the Subsidiary in question (the "Conversion Transactions"), as well as a detailed statement of the reasons for the Borrower's belief that upon consummation of the Conversion Transactions, such Subsidiary should qualify as an Approved Internet Subsidiary. If the Subsidiary qualifies as an Approved Internet Subsidiary, such Subsidiary will be released from its obligations as a Guarantor upon consummation of the Conversion Transactions. For purposes of this paragraph (b), the amount invested by the Borrower (and one or more Guarantors, if applicable) shall include (i) any new investment made or intended to Guarantee be made by the Facility Obligations pursuant Borrower or any Guarantor in such Subsidiary, and (ii) the aggregate amount of all investments in such Subsidiary made by the Borrower and all Guarantors prior to the Guarantee Agreement Conversion Transactions (in the case of any Subsidiary described in clause (y)determined, on terms no less favorable the date of each such investment, on the basis of fair market value, in accordance with GAAP). (c) An Approved Internet Subsidiary shall cease to qualify as such if all Persons unaffiliated with the Lenders than those applicable under Borrower except through such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement Subsidiary shall cease to be satisfied with respect to own an equity interest in such Subsidiary, whereupon the Borrower shall cause such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (ito comply with Section 5.14(a) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateit were newly formed.

Additional Subsidiaries. If any additional Subsidiary, subsidiary (other than an Insignificant Subsidiary, a Notes SPV NMTC Subsidiary or a Special Purpose Receivables subsidiary of an Excluded Subsidiary, ) of the Borrower is formed or acquired (including as the result of a Division) after the Sixth ARCA Effective DateClosing Date (each a “New Subsidiary”), the Borrower will, within and remains a subsidiary for not less than ten Business Days Days, not later than the tenth Business Day after the date on which such New Subsidiary is formed or acquired, notify the Borrower will (a) provide written notice thereof, in reasonable detail, to the Administrative Agent and Agent, (b) designate in such notice whether such New Subsidiary is an “Excluded Subsidiary” (in which event such New Subsidiary shall be a “New Excluded Subsidiary”) or a “Liberty Subsidiary” (in which event such New Subsidiary shall be a “New Liberty Subsidiary”), provided that in the Collateral Agent thereof and cause event the Collateral and Guarantee Requirement Borrower designates such New Subsidiary as not a New Excluded Subsidiary or New Liberty Subsidiary or fails to make any such designation, such New Subsidiary shall irrevocably be deemed not to be satisfied with respect to any Equity Interest an “Excluded Subsidiary” or a “Liberty Subsidiary” (in which event such New Subsidiary held by shall be a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party“New Included Subsidiary”), other than provided, further, that the Borrower may only designate a New Subsidiary as a New Liberty Subsidiary if (Ai) an Insignificant Subsidiary, no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation and (Bii) prior to such New Subsidiary is owned by the PAETEC Notes Redemption DateBorrower, a Qualified PAETEC Group Member, (C) Subsidiary or a Notes SPV, (D) any Liberty Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, and its assets (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law consist of, or regulation (without were purchased with the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations proceeds of, Contributed Ventures Assets or (y) Guarantees any Loan Partyare purchased with the proceeds of borrowings made by a Liberty Subsidiary or secured solely by Contributed Ventures Assets, (c) if such New Subsidiary is a New Included Subsidiary, (i) cause such New Included Subsidiary to execute and deliver a completed Guarantee Supplement and become a party to each applicable Security Document in the manner provided therein, and (ii) promptly take or cause such New Included Subsidiary to take such actions to create and perfect Liens on such New Included Subsidiary’s obligations in respect of any AC Holdings Bonds or any other Indebtedness assets (other than Indebtedness created under Excluded Collateral) to secure the Loan Documents)Obligations as the Administrative Agent or the Lenders holding more than 50% of the Total Credit Exposure of all Classes that are the beneficiaries of such Collateral, taken as a whole, shall reasonably request, and (d) if any Equity Interests issued by such New Included Subsidiary are owned or held by or on behalf of the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and an Excluded Subsidiary) or any loans, advances or other debt is owed or owing by such New Included Subsidiary to the Borrower or any Subsidiary (other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date), the Borrower will not permit any PAETEC Group Member cause such Equity Interests and promissory notes and other instruments evidencing such loans, advances and other debt to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject be pledged pursuant to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateSecurity Documents.

Additional Subsidiaries. If (a) In the event that, subsequent to the Closing Date, any additional Person becomes a Domestic Restricted Subsidiary, other than whether pursuant to an Insignificant Subsidiaryacquisition or otherwise, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, (x) the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, shall promptly notify the Administrative Agent and the Collateral Lenders of the creation or acquisition of such Domestic Restricted Subsidiary and (y) within twenty (20) Business Days thereafter, the Borrower shall cause such Domestic Restricted Subsidiary (other than any Real Estate Subsidiary) (i) to join the Subsidiary Guaranty Agreement as a new Subsidiary Loan Party by executing and delivering to the Administrative Agent thereof a supplement to the Subsidiary Guaranty Agreement, (ii) to grant Liens in favor of the Administrative Agent in all of its personal property (excluding Capital Stock in any Person) by joining the Security Agreement, executing and cause delivering Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as applicable) and to file, or at the Collateral request of the Administrative Agent to authorize the filing of, all such UCC financing statements or similar instruments required by the Administrative Agent to perfect Liens in favor of the Administrative Agent and Guarantee Requirement granted under any of the Loan Documents, (iii) if such Domestic Restricted Subsidiary owns Capital Stock in another Person, to be satisfied with respect become a party to any Equity Interest in a pledge agreement to pledge such Capital Stock (but only 65% of the voting Capital Stock of a Foreign Subsidiary), and (iv) to deliver all such other documentation (including without limitation, lien searches, legal opinions, and certified organizational documents) and to take all such other actions as such Restricted Subsidiary held by would have been required to deliver and take pursuant to Section 3.1 if such Restricted Subsidiary had been a Loan Party and any Indebtedness on the Closing Date. In addition, within twenty (20) Business Days after the date such Person becomes a Domestic Restricted Subsidiary, the Borrower shall, or shall cause the Subsidiary (if it is a Domestic Subsidiary) owning such Person, to pledge all of the Capital Stock of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, Person (other than any Real Estate Subsidiary) to the Administrative Agent as security for the Obligations by executing and delivering a pledge agreement, in form and substance satisfactory to the Administrative Agent, and to deliver the original stock certificates evidencing such Capital Stock to the Administrative Agent, together with appropriate stock powers executed in blank. (Ab) an Insignificant In the event that, subsequent to the Closing Date, any Person becomes a first tier Foreign Subsidiary of the Borrower or any Domestic Restricted Subsidiary, (B) prior whether pursuant to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 an acquisition or (E) a Special Purpose Receivables Subsidiaryotherwise, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and (y) no later than sixty (60) days after such Person becomes a first tier Foreign Subsidiary, or if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed sixty (60) additional days, the Borrower shall, or shall cause its Domestic Restricted Subsidiary owning such Person to (Ai) such Subsidiary pledge sixty-five percent (65%) of the voting Capital Stock and one hundred percent (100%) of the non-voting Capital Stock owned by the Borrower or any Domestic Subsidiary, as applicable), to Guarantee the Facility Administrative Agent as security for the Obligations pursuant to the Guarantee Agreement (a pledge agreement in the case of any Subsidiary described in clause (y), on terms no less favorable form and substance satisfactory to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVAdministrative Agent, (ii) prior to deliver the PAETEC Notes Redemption Dateoriginal stock certificates evidencing such pledged Capital Stock, any Qualified PAETEC Group Member together with appropriate stock powers executed in blank and (iii) to deliver all such other documentation (including without limitation, lien searches, legal opinions, landlord waivers, and certified organizational documents) and to take all such other actions as Borrower or such Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Foreign Subsidiary had been a Foreign Subsidiary on the Closing Date. (c) The Borrower agrees that, following the delivery of any Special Purpose Receivables SubsidiarySecurity Documents required to be executed and delivered by this Section 5.12, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to clause (a) after and (b) above, free and clear of all Liens other than Permitted Encumbrances. All actions to be taken pursuant to this Section 5.12 shall be at the Sixth ARCA Effective Date unless either (x) all expense of the Equity Interests in such Subsidiary Borrower or the applicable Loan Party, and shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant taken to the Guarantee Agreement and shall have satisfied the other provisions reasonable satisfaction of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateAdministrative Agent.

Additional Subsidiaries. (a) If (i) any additional Restricted Subsidiary that is not an Excluded Subsidiary, other than an Insignificant Subsidiaryor any Intermediate Parent, in each case, organized in a Notes SPV or a Special Purpose Receivables SubsidiaryCovered Jurisdiction, is formed or acquired after the Sixth ARCA Effective Date, (ii) any Restricted Subsidiary ceases to be an Excluded Subsidiary (other than any Immaterial Subsidiary that becomes a Material Subsidiary, which shall be subject to Section 5.11(b)) or (iii) the Borrower, at its option, elects to cause a Subsidiary organized in a Covered Jurisdiction, or to the extent reasonably acceptable to the First Lien Administrative Agent, a subsidiary that is otherwise an Excluded Subsidiary (including any Subsidiary that is not a Wholly Owned Subsidiary or any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest or that is organized in a non-Covered Jurisdiction) to become a Subsidiary Loan Party, then in each case if (i), (ii) and (iii) Holdings or the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the First Lien Administrative Agent in its reasonable discretion) after (x) such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquired, (y) such Restricted Subsidiary ceases to be an Excluded Subsidiary or (z) the Borrower has made such election, notify the First Lien Administrative Agent thereof, and the Collateral Agent thereof and will cause such Restricted Subsidiary (unless such Restricted Subsidiary is an Excluded Subsidiary) or Intermediate Parent to satisfy the Collateral and Guarantee Requirement with respect to be satisfied such Restricted Subsidiary or Intermediate Parent and with respect to any Equity Interest in such Subsidiary held by a Loan Party and any or Indebtedness of such Restricted Subsidiary owed to a or Intermediate Parent owned by or on behalf of any Loan PartyParty within 30 days after such notice (or such longer period as the First Lien Administrative Agent shall reasonably agree). If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior The Borrower shall deliver to the PAETEC Notes Redemption Date, First Lien Administrative Agent a Qualified PAETEC Group Member, completed Perfection Certificate (Cor supplement thereof) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer of Holdings or of such applicable Restricted Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of together with all attachments contemplated thereby concurrently with the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions satisfaction of the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary or Intermediate Parent. (b) Within 45 days (or such longer period as otherwise provided in this Agreement or as the First Lien Administrative Agent may reasonably agree) after Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. Prior , to the PAETEC Notes Redemption Dateextent not already satisfied pursuant to Section 5.11(a). (c) Notwithstanding the foregoing, in the event any Material Real Property would be required to be mortgaged pursuant to this Section 5.11, the Borrower will not permit any PAETEC Group Member applicable Loan Party shall be required to form or acquire any Subsidiary except for comply with the purpose of reorganizing “Collateral and Guarantee Requirement” as it relates to such Material Real Property within 90 days, following the organizational structure or form of organization of any latter of the PAETEC Group Members. For date such Subsidiary becomes a Loan Party and the avoidance acquisition of doubtsuch Material Real Property, from and after or such longer time period as agreed by the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth First Lien Administrative Agent in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits reasonable discretion;.

Additional Subsidiaries. If Upon the formation or acquisition by any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Loan Party of any new direct or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after indirect Subsidiary (unless such new Subsidiary is formed a direct or acquiredindirect Subsidiary of Partners or Partners GP), notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied then Borrower shall, at Borrower's expense: (a) Within 30 days (or with respect to any Additional Subsidiary that either owns (i) any Equity Interest Interests of IDR Holdings or (ii) any incentive distribution rights owned by IDR Holdings, two (2) Business Days) or such longer period as permitted by Bank in its sole discretion after such formation or acquisition of such Subsidiary, cause such Subsidiary to duly execute and deliver to Bank a joinder to the Guaranty and Collateral Agreement, as reasonably specified by and in form and substance reasonably satisfactory to Bank, guaranteeing Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Subsidiary under the Loan Documents, and financing statements and such other documents as are necessary and desirable in Bank’s sole discretion to perfect the Liens created by the Guaranty and Collateral Agreement. (b) Within 30 days (or with respect to any Additional Subsidiary that either owns (i) any Equity Interests of IDR Holdings or (ii) any incentive distribution rights owned by IDR Holdings, two (2) Business Days) or such longer period as permitted by Bank in its sole discretion after such formation or acquisition of such Subsidiary, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Subsidiary held by a Borrower or the applicable Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions over 100% of the Collateral and Guarantee Requirement to be satisfied Equity Interests held by such Subsidiary. (c) Within 30 days (or with respect to such Subsidiary, whereupon such any Additional Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than that either owns (i) any Notes SPV, Equity Interests of IDR Holdings or (ii) prior any incentive distribution rights owned by IDR Holdings, two (2) Business Days) or such longer period as permitted by Bank in its sole discretion after such formation or acquisition, deliver to Bank, upon the PAETEC Notes Redemption Daterequest of Bank in its reasonable discretion, any Qualified PAETEC Group Member a signed copy of a favorable opinion of counsel for the Loan Parties acceptable to Bank relating to such Guaranty and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Collateral Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement documents as Bank may reasonably request. (d) Within 30 days (or with respect to any Additional Subsidiary that either owns (i) any Equity Interests of IDR Holdings or (ii) any incentive distribution rights owned by IDR Holdings, two (2) Business Days) or such Subsidiary. Prior longer period as permitted by Bank in its sole discretion after such formation or acquisition, deliver to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any Bank documents of the PAETEC Group Memberstype described in Sections 4.1(b)(v), (vi), (viii) and (ix) in form and substance reasonably acceptable to Bank. For the avoidance of doubt, from and after in no event will the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in provisions of this Section 5.10 shall be subject to require the requirements set forth granting or perfection of a security interest in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateany Excluded Assets.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Restricted Subsidiary is formed or acquired after the Sixth ARCA Effective Closing Date, (ii) any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iii) the Borrower, at its option, elects to cause a Domestic Subsidiary, or to the extent reasonably acceptable to the Administrative Agent, a Foreign Subsidiary that is not a Wholly Owned Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest) to become a Subsidiary Loan Party, then the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such newly formed or acquired Restricted Subsidiary is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 30 days after such notice (or such longer period as the Administrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate (or supplement thereto) with respect to such Restricted Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby. (b) Within 45 days (or such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after the Borrower identifies any new Material Subsidiary pursuant to Section 6.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. Prior , to the PAETEC Notes Redemption Dateextent not already satisfied pursuant to Section 6.11(a). (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section 6.11, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such real property within 90 days, following the formation or acquisition of such real property or such Restricted Subsidiary or the identification of such new Material Subsidiary, or such longer time period as agreed by the Administrative Agent in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits reasonable discretion.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Material Domestic Subsidiary of any Borrower is formed or acquired after the Sixth ARCA Effective Date, or if any Subsidiary of any Borrower that is not a Material Domestic Subsidiary on the Effective Date becomes a Material Domestic Subsidiary following the Effective Date, the Lead Borrower willwill promptly notify the Agents and the Lenders thereof and (i) if a Material Domestic Subsidiary of which a Borrower owns directly or indirectly, at least 80% of the Voting Stock or ownership interest, as applicable, the Borrowers will cause such Material Domestic Subsidiary to become a Borrower or Guarantor hereunder, as the Administrative Agent may request, and under each applicable Security Document in the manner provided therein, within ten Business Days thirty (30) days after such Material Domestic Subsidiary is formed or acquired, notify and (A) execute and deliver to the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant SubsidiaryJoinder Agreement, (B) prior deliver to the PAETEC Notes Redemption DateAdministrative Agent documents of the types referred to in clauses (b), a Qualified PAETEC Group Member(c), (k), (l), (m), (n) and (r) of Section 4.1, together with such other documents as the Administrative Agent may request in its Permitted Discretion and (C) promptly take such actions to create and perfect Liens on such Material Domestic Subsidiary’s assets to secure the Obligations as the Administrative Agent shall reasonably request and (ii) if any shares of capital stock or other equity interests or Indebtedness of such Material Domestic Subsidiary (whether or not wholly-owned) are owned by or on behalf of any Borrower, the Borrowers will cause such shares and any promissory notes evidencing such Indebtedness to be pledged within thirty (30) Days after such Material Domestic Subsidiary is formed or acquired or becomes a Notes SPV, Material Domestic Subsidiary. (Db) If any additional Material Foreign Subsidiary listed on Schedule 5.10 of any Borrower is formed or (E) acquired after the Effective Date or if a Special Purpose Receivables Foreign Subsidiary becomes a Material Foreign Subsidiary, the Lead Borrower will notify the Agents and the Lenders thereof and the Borrowers shall cause 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (xor such lesser percentage as is owned by any such Borrower or as may be necessary to avoid any adverse tax consequences) to be pledged within sixty (60) days after such Material Foreign Subsidiary is formed or acquired or such Subsidiary becomes a Material Foreign Subsidiary. In addition, if any such Material Foreign Subsidiary is a wholly-owned Domestic Canadian Subsidiary and is permitted by applicable law or regulation (without of the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Canadian Borrower, the Borrower shall promptly Borrowers will cause such Canadian Subsidiary to become a guarantor of the Canadian Liabilities hereunder, as the Administrative Agent may request, and under each applicable Canadian Security Document in the manner provided therein, within thirty (30) days after such Canadian Subsidiary is formed or acquired, and (A) such Subsidiary to Guarantee the Facility Obligations pursuant execute and deliver to the Guarantee Agreement Canadian Agent a Joinder Agreement, (B) deliver to the Canadian Agent documents of the types referred to in the case of any Subsidiary described in clause clauses (yb), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness(c), (k), (l), (m), (n) and (Br) of Section 4.1, together with such other documents as the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of Administrative Agent may request in its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member Permitted Discretion and (iiiC) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in promptly take such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant actions to the Guarantee Agreement create and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary perfect Liens on such dateCanadian Subsidiary’s assets to secure the Canadian Liabilities as the Administrative Agent shall reasonably request.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Restricted Subsidiary or a Special Purpose Receivables Subsidiary, Intermediate Parent is formed or acquired after the Sixth ARCA Effective Date, (ii) if any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iii) if the Borrower, at its option, elects to cause a Domestic Subsidiary, or to the extent reasonably acceptable to the Administrative Agent, a Foreign Subsidiary that is not a Wholly Owned Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest) to become a Subsidiary Loan Party, then, the Borrower will, within ten Business Days thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Intermediate Parent to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Restricted Subsidiary or Intermediate Parent and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary or Intermediate Parent owned by or on behalf of any Loan Party within thirty (30) days after such notice (or such longer period as the Administrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate (or supplement thereof) with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby. (b) Within sixty (60) days (or, to the PAETEC Notes Redemption Dateextent any new Material Subsidiary is organized or incorporated under the laws of a jurisdiction in which no existing Loan Party is organized or incorporated, within ninety (90) days) (or, in each case, such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after the Borrower will not permit identifies any PAETEC Group Member new Material Subsidiary pursuant to form or acquire any Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary except for in order to satisfy the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubtCollateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth extent not already satisfied pursuant to Section 5.11(a). (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section 5.10 5.11, Holdings or the Borrower shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such real property within ninety (90) days, following the formation or acquisition of such real property or such Restricted Subsidiary or the identification of such new Material Subsidiary, or such longer time period as agreed by the Administrative Agent in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits reasonable discretion.

Additional Subsidiaries. If any additional Subsidiary, Subsidiary (other than an Insignificant Subsidiary, a Notes SPV NMTC Subsidiary or a Special Purpose Receivables subsidiary of an Excluded Subsidiary, ) is formed or acquired after the Sixth ARCA Effective DateFourth Restatement Closing Date (each a “New Subsidiary”), the Borrower will, within and remains a Subsidiary for not less than ten Business Days Days, not later than the tenth Business Day after the date on which such New Subsidiary is formed or acquired, notify the Borrower will (a) provide written notice thereof, in reasonable detail, to the Administrative Agent, (b) designate in such notice whether such New Subsidiary is an “Excluded Subsidiary” (in which event such New Subsidiary shall be a “New Excluded Subsidiary”), provided that in the event the Borrower designates such New Subsidiary as not a New Excluded Subsidiary or fails to make any such designation, such New Subsidiary shall irrevocably be deemed not to be an “Excluded Subsidiary” (in which event such New Subsidiary shall be a “New Included Subsidiary”), (c) if such New Subsidiary is a New Included Subsidiary, (i) cause such New Subsidiary to execute and 1821445.29\C072091\0303228 deliver a completed Guarantee Supplement and become a party to each applicable Security Document in the manner provided therein, and (ii) promptly take or cause such New Subsidiary to take such actions to create and perfect Liens on such New Subsidiary’s assets (other than Excluded Collateral) to secure the Obligations as the Administrative Agent or the Lenders holding more than 50% of the Total Credit Exposure of all Classes that are the beneficiaries of such Collateral, taken as a whole, shall reasonably request, and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to (d) if any Equity Interest in Interests issued by such New Subsidiary are owned or held by a Loan Party and any Indebtedness or on behalf of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and an Excluded Subsidiary) or any loans, advances or other debt is owed or owing by such New Subsidiary to the Borrower or any Subsidiary (other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date), the Borrower will not permit any PAETEC Group Member cause such Equity Interests and promissory notes and other instruments evidencing such loans, advances and other debt to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject be pledged pursuant to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateSecurity Documents.

Additional Subsidiaries. If (a) Subject to the limits and exclusions set forth in Section 6.12(c) below, if (1) (i) at any time the Company acquires or forms any additional Subsidiary, merges any Subsidiary into another Person or Disposes of assets from any Subsidiary to another Person and, as a result of such acquisition, formation, merger or Disposition, a Person becomes a Material Subsidiary (other than an Insignificant Unrestricted Subsidiary), a Notes SPV or a Special Purpose Receivables Subsidiary(ii) as of the end of any fiscal quarter, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then already a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, Subsidiary Guarantor qualifies as a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Material Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documentsan Unrestricted Subsidiary), the Borrower shall Company will promptly notify the Administrative Agent thereof and within thirty days (or such longer period to which the Administrative Agent may agree in its sole discretion) following such acquisition, formation, merger, Disposition or fiscal quarter end, as the case may be, deliver or cause to be delivered to the Administrative Agent each of the following or (A2) any Person becomes a Designated Borrower, the Company will concurrently with such Person becoming a Designated Borrower, to the extent such Person has not already complied with this Section as a Subsidiary Guarantor), deliver or cause to be delivered to the Administrative Agent each of the following: (i) a Subsidiary Guaranty Agreement or a Subsidiary Guaranty Joinder Agreement, as applicable, duly executed by such Subsidiary; (ii) a Security Agreement or a Security Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary owns Equity Interests in any other Subsidiary, which Equity Interests constitute Collateral, a Pledge Agreement or a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Agreement, Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by the Loan Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to Guarantee be delivered) and if requested by the Facility Obligations Administrative Agent, opinions of counsel to the applicable Loan Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 6.12(a), in form and substance reasonably acceptable to the Administrative Agent, including opinions, assumptions and qualifications similar to those contained in the opinions of counsel delivered pursuant to Section 4.01(a); (vi) if any of the Guarantee Agreement (documents referenced in the case of any Subsidiary described in clause foregoing clauses (yi) through (iv) are delivered (or required to be delivered), on terms no less favorable current copies of the documents of the types referred to the Lenders than those applicable under such Guarantee of other Indebtednessin clauses (iii) and (Biv) the other provisions of the Collateral and Guarantee Requirement to be satisfied Section 4.01(a) with respect to such Subsidiary, whereupon all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect, all in form and substance reasonably satisfactory to the Administrative Agent; and (vii) evidence reasonably satisfactory to the Administrative Agent that all taxes, filing fees and recording fees related to the perfection of the Liens created under any of the documents delivered pursuant to this Section 6.12(a) have been paid and all reasonable costs and expenses of the Administrative Agent in connection therewith have been paid. (b) Without limiting the foregoing, within 30 days (or such longer period as approved by the Administrative Agent in its sole discretion) after (i) each delivery or required delivery of financial information pursuant to Section 6.01(a) or Section 6.01(b) and (ii) any Disposition of any Restricted Subsidiary will or any material portion of its assets (including via merger or dissolution), cause one or more Subsidiaries to become Subsidiary Guarantors and take such additional actions of the type described in Section 6.12(a) as if such Subsidiaries were Material Subsidiaries, to the extent necessary to cause, subject to the limits and exclusions set forth in Section 6.12(c) below: (i) the Obligations of the Company and each other U.S. Borrower to be guaranteed by Domestic Subsidiaries, and secured by the Equity Interests and assets of, Subsidiaries that, together with the Company, account for at least 90% of the Consolidated Total Assets and 90% of the consolidated total revenues of the Company and its Subsidiaries (but excluding from such calculation the assets and revenues of each Foreign Subsidiary); and (ii) the Obligations of each Designated Borrower that is a “Guarantor” Foreign Subsidiary to be guaranteed by, and “Lien Grantor” secured by the Equity Interests and assets of, Subsidiaries that, together with the Company, account for at least 90% of Consolidated Total Assets and 90% of the consolidated total revenues of the Company and its Subsidiaries. For purposes of the Loan Documents. The Borrower will notforegoing calculations, (x) assets shall be determined as of the last day of the most recently ended fiscal quarter for which financial information is available, (y) revenues shall be determined using the results of the four fiscal quarter period of the Company most recently ended for which financial information is available, but giving effect to any pro forma adjustments, with respect to any Specified Transaction, in a manner consistent with the adjustments described in Section 1.07 and will (z) the assets and revenues of a Subsidiary shall not permit any be deemed to include the assets and revenues of its Subsidiaries toSubsidiaries. (c) Notwithstanding anything in this Section 6.12 to the contrary, form or acquire any Subsidiary (other than Insignificant Subsidiaries it is acknowledged and other than agreed that (i) in no event shall any Notes SPVForeign Subsidiary be required to guarantee, or provide collateral security for, any portion of the Obligations of a U.S. Loan Party and (ii) prior to the PAETEC Notes Redemption Date, pledge of any Qualified PAETEC Group Member and Voting Equity Interests (iiias defined in the U.S. Pledge Agreement) in Foreign Subsidiaries as collateral security for any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all portion of the Equity Interests in such Subsidiary Obligations of a U.S. Loan Party shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed limited as provided in the Facility Obligations pursuant to the Guarantee U.S. Pledge Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateLoan Documents.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired (or any Moribund Subsidiary that would otherwise be a Loan Party ceases to be a Moribund Subsidiary) after the Sixth ARCA Effective Date, the Borrower Holdings will, (a) within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Lenders thereof (and, if such Subsidiary is or will become a Subsidiary Loan Party, identifying the subclause of the definition of the term Subsidiary Loan Party pursuant to which it became or will become a Subsidiary Loan Party) and (b) within 30 Business Days after such Subsidiary is formed or acquired (or, if such Subsidiary is a Foreign Subsidiary (i) to which clause (d)(i) or (d)(ii) of the definition of the term Collateral Agent thereof and Guarantee Requirement applies, within 60 Business Days after such Foreign Subsidiary is formed or acquired or (ii) to which clause (d) (iii) of the definition of the term Collateral and Guarantee Requirement applies, within 60 Business Days after the financial statements pursuant to which such Foreign Subsidiary has become subject to clause (d)(iii) of the definition of the term Collateral and Guarantee Requirement have been delivered to the Administrative Agent), cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party) and with respect to any Equity Interest in such Subsidiary held by a Loan Party and any or Indebtedness of such Subsidiary owed to a owned by or on behalf of any Loan Party. If at any time any Party (except that, if such Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Foreign Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions a direct or indirect subsidiary of the Collateral and Guarantee Requirement U.S. Borrower, shares of common stock of such Subsidiary to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pledged pursuant to the Guarantee applicable Pledge Agreement and shall have satisfied the other provisions may be limited to 65% of the Collateral and Guarantee Requirement with respect to outstanding common stock of such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date).

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Material Domestic Subsidiary of any Domestic Borrower is formed or acquired after the Sixth ARCA Effective Date, or if any Subsidiary of any Domestic Borrower that is not a Material Domestic Subsidiary on the Effective Date becomes a Material Domestic Subsidiary following the Effective Date, the Lead Borrower willwill promptly notify the Agent and the Lenders thereof and if a Material Domestic Subsidiary of which a Domestic Borrower owns directly or indirectly, at least 80% of the Voting Stock or ownership interest, as applicable, the Domestic Borrowers will cause such Material Domestic Subsidiary to become a Domestic Borrower or Guarantor hereunder, as the Agent may request, and under each applicable Security Document in the manner provided therein, within ten Business Days thirty (30) days after such Material Domestic Subsidiary is formed, acquired or becomes a Material Domestic Subsidiary, and (A) execute and deliver to the Agent a Joinder Agreement, (B) deliver to the Agent documents of the types referred to in clauses (b), (c), (j), (k), (l), (p) and (u) of Section 4.1, together with such other documents as the Agent may request in its Permitted Discretion, (C) deliver to the Agent and the Lenders documents of the types referred to in clause (t) of Section 4.1 and (D) promptly take such actions to create and perfect Liens on such Material Domestic Subsidiary’s assets to secure the Obligations as the Agent shall reasonably request. (b) If any additional Material Foreign Subsidiary (other than the Excluded UK Subsidiaries) of any Domestic Borrower is formed or acquired after the Effective Date or if a Foreign Subsidiary (other than any Excluded UK Subsidiary) becomes a Material Foreign Subsidiary of any Domestic Borrower, the Lead Borrower will notify the Agent and the Lenders thereof. (c) If any additional Material Foreign Subsidiary (other than the Excluded UK Subsidiaries) of the Canadian Borrower is formed or acquired after the Effective Date or if a Foreign Subsidiary (other than any Excluded UK Subsidiary) becomes a Material Foreign Subsidiary of the Canadian Borrower, the Canadian Borrower will notify the Agent and the Lenders thereof. In addition, the Canadian Borrower will cause any such Material Foreign Subsidiary that is a Canadian Subsidiary to become a guarantor of the Canadian Liabilities and the UK Liabilities hereunder and under each applicable Canadian Security Document in the manner provided therein, within thirty (30) days after such Canadian Subsidiary is formed or acquired, and (A) execute and deliver to the Agent a Joinder Agreement, (B) deliver to the Agent documents of the types referred to in clauses (b), (c), (k), (l) and (q) of Section 4.1, together with such other documents as the Agent may request in its Permitted Discretion and (C) promptly take such actions to create and perfect Liens on such Canadian Subsidiary’s assets to secure the Canadian Liabilities and the UK Liabilities as the Agent shall reasonably request. (d) If any additional Material Foreign Subsidiary (other than the Excluded UK Subsidiaries) of the UK Borrower is formed or acquired after the Effective Date or if a Foreign Subsidiary (other than any Excluded UK Subsidiary) becomes a Material Foreign Subsidiary of the UK Borrower, the UK Borrower will notify the Administrative Agent and the Collateral Lenders thereof. In addition, the UK Borrower will cause any such Material Foreign Subsidiary (other than the Excluded UK Subsidiaries) that is a UK Subsidiary to become a guarantor of the Canadian Liabilities and the UK Liabilities hereunder and, solely if the UK Borrowing Base has been established, under each applicable Security Document in the manner provided therein, within thirty (30) days after such UK Subsidiary is formed or acquired, and (A) execute and deliver to the Agent thereof a Joinder Agreement, (B) deliver to the Agent documents of the types referred to in clauses (b), (c), (k) (solely if the UK Borrowing Base has been established), (l) (solely if UK Borrowing Base has been established), and cause the Collateral and Guarantee Requirement to be satisfied (q) (but with respect to any Equity Interest Security Documents, solely if the UK Borrowing Base has been established) of Section 4.1, together with such other documents as the Agent may request in such Subsidiary held by a Loan Party its Permitted Discretion and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPVsolely if the UK Borrowing Base has been established, (D) any Subsidiary listed promptly take such actions to create and perfect Liens on Schedule 5.10 such UK Subsidiary’s assets to secure the Canadian Liabilities and the UK Liabilities as the Agent shall reasonably request. Notwithstanding anything to the contrary in this Agreement or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Document, the Borrower shall promptly cause (A) such Subsidiary to Guarantee Borrowers, the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Material Domestic Subsidiaries and other than the Material Foreign Subsidiaries (i) will not be required to take any Notes SPVaction to grant or perfect a security interest in or Lien on any asset where the Agent and the Lead Borrower agree that the cost of obtaining such a security interest in or Lien on or perfection thereof is excessive in relation to the benefit afforded thereby, and (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit be required to take any PAETEC Group Member action to form grant or acquire perfect a security interest in or Lien on any Subsidiary except for the purpose of reorganizing the organizational structure asset or form of organization of serve as a Guarantor if granting or perfecting such security interest or serving as a Guarantor would cause any of the PAETEC Group Members. For the avoidance of doubt, from Material Foreign Subsidiaries to be treated as holding United States property under Code Section 956 and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this U.S. Treasury Regulations Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date1.956-2(c).

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Restricted Subsidiary or a Special Purpose Receivables Subsidiary, Intermediate Parent is formed or acquired after the Sixth ARCA Effective DateDate or (ii) if any Restricted Subsidiary ceases to be an Excluded Subsidiary, Holdings or the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is a Foreign Subsidiary or an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Intermediate Parent to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Restricted Subsidiary or Intermediate Parent and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary or Intermediate Parent owned by or on behalf of any Loan Party within 30 days after such notice (or such longer period as the PAETEC Notes Redemption DateAdministrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby). (b) Within 30 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower will not permit identifies any PAETEC Group Member new Material Subsidiary pursuant to form or acquire any Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary except for in order to satisfy the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from Collateral and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject Guarantee Requirement shall have been taken with respect to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateSubsidiary.

Additional Subsidiaries. If In the event that, subsequent to the Eleventh Amendment Closing Date, any additional Subsidiary, Person becomes a Subsidiary (other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is (i) a non-wholly-owned Subsidiary to the extent that the Constituent Documents or other customary agreements with other equityholders do not then permit such Subsidiary to be a Loan Party, other than Borrower or the minority equityholders thereof do not consent to such Subsidiary complying with this Section 6.20 after the Borrowers uses commercially reasonable efforts to obtain such consent and (Aii) an Insignificant Immaterial Subsidiary), (B) prior whether pursuant to the PAETEC Notes Redemption Dateformation, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 acquisition or (E) a Special Purpose Receivables Subsidiaryotherwise, (x) is a wholly-owned Domestic Subsidiary Borrowers shall promptly notify Collateral Agent and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or Lenders thereof and (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds within 30 days (or any other Indebtedness (other than Indebtedness created under such longer time as the Loan Documents)Required Lenders may permit) after such Person becomes a Subsidiary, the Borrower Borrowers shall promptly cause (A) such Subsidiary (i) to Guarantee the Facility Obligations pursuant become a Borrower and to the Guarantee Agreement (grant liens in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions favor of the Collateral Agent in all of its personal property by executing and Guarantee Requirement delivering to be satisfied with respect Collateral Agent a supplement or amendment to the Security Agreement in form and substance reasonably satisfactory to the Collateral Agent, and authorizing and delivering, at the request of Collateral Agent, such Subsidiary, whereupon such Subsidiary will become a “Guarantor” UCC financing statements or similar instruments required by Collateral Agent to perfect the liens in favor of Collateral Agent and “Lien Grantor” for purposes granted under any of the Loan Documents. The Borrower will not, and will not permit (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 4.1 if such Subsidiary had been a Borrower on the Eleventh Amendment Closing Date. In addition, within 30 days (or such longer time as the Required Lenders may permit) after the date any of its Subsidiaries toPerson becomes a Subsidiary, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than Borrowers shall (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) pledge all of the Equity Interests in of such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except Agent as security for the purpose of reorganizing the organizational structure or Obligations by executing and delivering applicable documents in form of organization of and substance satisfactory to Collateral Agent, and (ii) deliver any of the PAETEC Group Members. For the avoidance of doubtoriginal certificates evidencing such pledged Equity Interests to Collateral Agent, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth together with appropriate powers executed in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateblank.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Restricted Subsidiary is formed or acquired after the Sixth ARCA Effective Closing Date, (ii) if any Subsidiary ceases to be an Excluded Subsidiary or (iii) if the Borrower, at its option, elects to cause a Domestic Subsidiary that is not a Wholly Owned Subsidiary to become a Subsidiary Loan Party, then, Holdings or the Borrower will, within ten Business Days thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such newly formed or acquired Restricted Subsidiary is formed or acquiredacquired or such Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within thirty (30) days after such notice (or such longer period as the Administrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate (or supplement thereof) with respect to such Restricted Subsidiary signed by a Responsible Officer of such Restricted Subsidiary. Prior , together with all attachments contemplated thereby. (b) Within sixty (60) days (or such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, to the PAETEC Notes Redemption Dateextent not already satisfied pursuant to Section 5.11(a). (c) Notwithstanding the foregoing, in the event any real property which would qualify as Material Real Property is owned in fee by any Loan Party after the Closing Date (including any Subsidiary on or after the time it becomes a Loan Party pursuant to this Section 5.11) (including any such real property acquired pursuant to a Division/Series Transaction), Holdings, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 such other Loan Party shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such Material Real Property within ninety (90) days (or such longer period as may be agreed to by the Administrative Agent in this Section 5.10 as if its reasonable discretion) following the acquisition of such Qualified PAETEC Group Member became a Subsidiary on Material Real Property or the formation or acquisition of such dateLoan Party.

Additional Subsidiaries. If (a) At any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV time that any Loan Party or a Special Purpose Receivables Subsidiary, is any newly formed or acquired Subsidiary that is to become a Loan Party pursuant to clause (b) below acquires any personal property not subject to a perfected security interest in and Lien in favor of the Administrative Agent pursuant to the Collateral Documents, within five (5) Business Days after the Sixth ARCA Effective Dateacquisition of such personal property by such Person, the Borrower willshall furnish to the Administrative Agent, within ten Business Days after in reasonable detail, a written description of such personal property. (b) Within thirty (30) days of the formation or acquisition of a Subsidiary by any Loan Party (other than a Foreign Subsidiary, which is addressed in clause (c) below), the Borrower shall, and shall cause any such Subsidiary is formed to, at the Borrower’s expense, (i) duly execute and deliver to the Administrative Agent a joinder agreement to the Guaranty, the Security Agreement and the Pledge Agreement, and all other applicable Collateral Documents specified by and in form and substance satisfactory to the Administrative Agent, (ii) deliver to the Administrative Agent documents of the types referred to in Section 4.1(d), Section 4.1(f) and Section 4.1(g), and (iii) deliver to the Administrative Agent any other documents and instruments requested by the Administrative Agent, including favorable opinions of counsel to the Borrower and such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, the Borrower shall, and shall cause any such Subsidiary to, at the Borrower’s expense, take all such other actions as the Administrative Agent may consider necessary or acquired, notify desirable to give full effect to the Guaranty and to perfect and preserve the rights and powers of the Administrative Agent and the Lenders under the Collateral Agent thereof Documents. (c) Within thirty (30) days of the formation or acquisition of a Foreign Subsidiary by any Loan Party, the Borrower shall, and shall cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a applicable Loan Party and any Indebtedness of such Foreign Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than at the Borrower’s expense, (i) any Notes SPVduly execute and deliver to the Administrative Agent a Pledge Agreement or such other document applicable under applicable law as the Administrative Agent shall deem necessary or desirable for the collateral pledge of and perfection of the Equity Interests of such Foreign Subsidiary, (ii) prior deliver to the PAETEC Notes Redemption DateAdministrative Agent all certificates representing the Equity Interests pledged to the Administrative Agent and the Lenders pursuant to the Pledge Agreement, any Qualified PAETEC Group Member accompanied by instruments of transfer and undated stock powers endorsed in blank, for certificated Equity Interests, (iii) deliver to the Administrative Agent documents of the types referred to in Section 4.1(d) through and including Section 4.1(g), and any Special Purpose Receivables other documents and instruments requested by the Administrative Agent, including favorable opinions of counsel to the Borrower and such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent, (iv) taking such additional actions as the Administrative Agent may consider necessary or desirable under applicable law to perfect the Lien of the Administrative Agent in such Equity Interests. The Loan Parties will pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary) after , except, to the Sixth ARCA Effective Date unless either (x) all extent such pledge of the Equity Interests Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in such Subsidiary shall be directly held by a any material adverse tax consequence or duty, in which case, the Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Parties will pledge to the Guarantee Agreement and shall have satisfied Administrative Agent, for the other provisions benefit of the Collateral Lenders and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption DateAdministrative Agent, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any 66% of the PAETEC Group Members. For voting Equity Interests and 100% of the avoidance non-voting Equity Interests of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if each such Qualified PAETEC Group Member became a Subsidiary on such datefirst-tier Foreign Subsidiary.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Restricted Subsidiary is formed or acquired after the Sixth ARCA Effective DateClosing Date or (ii) if any Subsidiary ceases to be an Excluded Subsidiary, an Immaterial Subsidiary or an Unrestricted Subsidiary, the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Restricted Subsidiary is formed or acquiredacquired or such Subsidiary ceases to be an Excluded Subsidiary, an Immaterial Subsidiary or an Unrestricted Subsidiary, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 30 days after such notice (or such longer period as the PAETEC Notes Redemption DateAdministrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Restricted Subsidiary signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby. (b) Within 30 days (or such longer period as the Borrower will not permit any PAETEC Group Member to form or acquire Administrative Agent may agree in its sole discretion) after any Subsidiary except for becomes a Material Subsidiary, all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from Collateral and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject Guarantee Requirement shall have been taken with respect to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateSubsidiary.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, Subsidiary (other than an Insignificant Excluded Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, ) of the Borrower is formed or acquired after the Sixth ARCA Effective DateDate or (ii) if any Subsidiary ceases to be an Excluded Subsidiary, the Borrower will, within ten Business Days 30 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Subsidiary is formed or acquiredacquired or such Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in (unless such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Excluded Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any cause such Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such SubsidiarySubsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by any Loan Party within 30 days after such notice (or such longer period as the Administrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby). Prior Notwithstanding anything contained in this Agreement (including this Section 5.11) or any other Loan Document to the PAETEC Notes Redemption Datecontrary, (i) no more than 65% of the total combined voting power of all classes of Equity Interests entitled to vote in or of any Foreign Subsidiary (and 100% of the non-voting Equity Interests) shall be pledged or similarly hypothecated to guarantee or support any Obligation herein, (ii) no Excluded Subsidiary shall guarantee or support any Obligation herein (iii) no security or similar interest shall be granted in the assets of any Excluded Subsidiary, which security or similar guarantees or supports any Obligation herein and (iv) none of Borrower or any of its Subsidiaries shall be required to provide any guarantee, pledge or asset support arrangement that would subject Borrower or any Subsidiary to any adverse Tax consequence due to the application of Section 956 of the Code. (b) Within 30 days (or such longer period as the Administrative Agent may reasonably agree) after the Borrower will not permit identifies any PAETEC Group Member new Material Subsidiary pursuant to form or acquire any Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary except for in order to satisfy the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from Collateral and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject Guarantee Requirement shall have been taken with respect to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateSubsidiary.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Effective DateDate (other than Badcock), (ii) any Subsidiary ceases to be an Excluded Subsidiary or (iii) the Borrower, at its option, elects to cause a Domestic Subsidiary, or to the extent reasonably acceptable to the Administrative Agent, a Foreign Subsidiary that is not a Wholly Owned Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest) to become a Subsidiary Loan Party, then, the Borrower will, within ten Business Days thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such newly formed or acquired Subsidiary is formed or acquiredacquired or such Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party within thirty (30) days after such notice (or such longer period as the Administrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate (or supplement thereof) with respect to such Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby. (b) Within sixty (60) days (or, to the PAETEC Notes Redemption Dateextent any new Material Subsidiary is organized or incorporated under the laws of a jurisdiction in which no existing Loan Party is organized or incorporated, within ninety (90) days) (or, in each case, such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after the Borrower identifies any new Material Subsidiary (other than Badcock) pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, to the extent not already satisfied pursuant to Section 5.11(a). (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section 5.11, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such real property within ninety (90) days, following the formation or acquisition of such real property or such Subsidiary or the identification of such new Material Subsidiary, or such longer time period as agreed by the Administrative Agent in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits reasonable discretion.

Additional Subsidiaries. If any additional Subsidiary(a) In the event that, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after subsequent to the Sixth ARCA Effective Closing Date, any Person becomes a Domestic Subsidiary of the Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, shall promptly notify the Administrative Agent and the Collateral Lenders of the creation or acquisition of such Domestic Subsidiary and (y) within thirty (30) days thereafter, the Borrower shall cause such Person (i) to join the Subsidiary Guaranty Agreement and the Indemnity and Contribution Agreement as a new Subsidiary Loan Party by executing and delivering to the Administrative Agent thereof a Subsidiary Guaranty Supplement and cause an indemnity and Contribution Agreement Supplement, (ii) to grant Liens in favor of the Collateral Administrative Agent in all of its personal property by joining the Security Agreement, executing and Guarantee Requirement delivering Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as applicable) and to be satisfied with respect file, or at the request of the Administrative Agent to authorize the filing of, all such UCC financing statements or similar instruments required by the Administrative Agent to perfect Liens in favor of the Administrative Agent and granted under any Equity Interest of the Loan Documents, (iii) to grant Liens in favor of the Administrative Agent in all fee ownership interests in Real Estate and all leasehold interests in Real Estate for terms of five years or more pursuant to such Real Estate Documents as the Administrative Agent shall require, (iv) if such Domestic Subsidiary held by owns Capital Stock in another Person, to become a party to a Pledge Agreement to pledge such Capital Stock, and (v) to deliver all such other documentation (including without limitation, lien searches, legal opinions, and certified organizational documents) and to take all such other actions as such Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Domestic Subsidiary had been a Loan Party and any Indebtedness on the Closing Date. In addition, within thirty (30) days after the date such Person becomes a Subsidiary of the Borrower, the Borrower shall, or shall cause its Domestic Subsidiary owning such Person, to pledge all of the Capital Stock of such Person owned by the Borrower or such Subsidiary owed to the Administrative Agent as security for the Obligations by executing and delivering a Loan Partysupplement to the Domestic Pledge Agreement or a new Pledge Agreement, each in form and substance satisfactory to the Administrative Agent, and to deliver the original stock certificates evidencing such Capital Stock to the Administrative Agent, together with appropriate stock powers executed in blank. If at any time The foregoing provisions of this clause (a) shall not apply to any Subsidiary that is not then a Loan Partyhas assets of no more than $1,000 and that has existed for less than three months. (b) In the event that, other than (A) an Insignificant Subsidiary, (B) prior subsequent to the PAETEC Notes Redemption Closing Date, any Person becomes a Qualified PAETEC Group MemberMaterial Foreign Subsidiary of the Borrower, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 whether pursuant to an acquisition or (E) a Special Purpose Receivables Subsidiaryotherwise, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and (y) no later than sixty (60) days after such Person becomes a Material Foreign Subsidiary, or if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed sixty (60) additional days, the Borrower shall, or shall cause its Domestic Subsidiary owning such Person, (Ai) to pledge all of the Capital Stock of such Material Foreign Subsidiary (or if the pledge of all of the voting Capital Stock of such Material Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to Guarantee sixty-six percent (66%) of the Facility voting Capital Stock and one hundred percent (100%) of the non-voting Capital Stock owned by the Borrower or any Domestic Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to the Guarantee a Pledge Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable form and substance satisfactory to the Lenders than those applicable under such Guarantee of other Indebtedness) Administrative Agent and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVRequired Lenders, (ii) prior to deliver the PAETEC Notes Redemption Dateoriginal stock certificates evidencing such pledged Capital Stock, any Qualified PAETEC Group Member together with appropriate stock powers executed in blank and (iii) to deliver all such other documentation (including without limitation, lien searches, legal opinions, landlord waivers, and certified organizational documents) and to take all such other actions as Borrower or such Domestic Subsidiary would have been required to deliver and take pursuant to Section 5.14 if such Foreign Subsidiary had been a Material Foreign Subsidiary on the Closing Date. (c) The Borrower agrees that, following the delivery of any Special Purpose Receivables SubsidiarySecurity Documents required to be executed and delivered by this Section 5.12, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to clause (a) after and (b) above, free and clear of all Liens other than Permitted Encumbrances. All actions to be taken pursuant to this Section 5.12 shall be at the Sixth ARCA Effective Date unless either (x) all expense of the Equity Interests in such Subsidiary Borrower or the applicable Loan Party, and shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant taken to the Guarantee Agreement and shall have satisfied the other provisions reasonable satisfaction of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateAdministrative Agent.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Domestic Subsidiary is acquired or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Closing Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, will promptly notify the Administrative Agent and the Collateral Agent Lenders thereof and and, within ten (10) Business Days after any such Domestic Subsidiary is acquired or formed, will cause the Collateral and Guarantee Requirement such Domestic Subsidiary to be satisfied with respect to any Equity Interest in such become a Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at A Domestic Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Administrative Agent a Subsidiary Guaranty Supplement, a Security Agreement and such other Security Documents as are required by Section 5.12, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.1, and (iii) such other documents as the Administrative Agent may reasonably request. Such Person shall also pledge, or cause any time any Person that is a Domestic Subsidiary owning Capital Stock of such Person to pledge (and each Loan Party that owns, or shall hereafter own, such Capital Stock hereby agrees to pledge), all Capital Stock of such Person to the Administrative Agent as security for the Obligations by executing and delivering a new Pledge Agreement or a joinder to an existing Pledge Agreement, and by delivering the original stock certificates evidencing such Capital Stock to the Administrative Agent, together with appropriate stock powers executed in blank. No Subsidiary that is not then becomes a Subsidiary Loan PartyParty shall thereafter cease to be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Subsidiary Guaranty Agreement or its respective Security Agreement and Pledge Agreement, other than (A) except as provided expressly in this Agreement. No Loan Party shall form or acquire a Foreign Subsidiary after the date hereof without the prior written consent of the Required Lenders. In the event that any Person becomes a Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary of the Borrower, whether pursuant to an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 acquisition or (E) a Special Purpose Receivables Subsidiaryotherwise, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and (y) no later than thirty (30) days after such Person becomes a Foreign Subsidiary, or if the Administrative Agent determines in its reasonable discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed sixty (60) additional days, the Borrower shall, or shall cause its Domestic Subsidiary owning such Person, (Ai) to pledge all of the Capital Stock of such Foreign Subsidiary owned by the Borrower or such Domestic Subsidiary (provided that if the pledge of all of the voting Capital Stock of such Foreign Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to Guarantee sixty-five percent (65%) of the Facility voting Capital Stock and one hundred percent (100%) of the non-voting Capital Stock) to the Administrative Agent as security for the Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y)a Pledge Agreement, on terms no less favorable or a joinder to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVPledge Agreement, (ii) prior to deliver the PAETEC Notes Redemption Dateoriginal stock certificates evidencing such pledged Capital Stock, any Qualified PAETEC Group Member together with appropriate stock powers executed in blank and (iii) any Special Purpose Receivables Subsidiaryto deliver all such other documentation (including without limitation, lien searches, legal opinions, landlord waivers, and certified organizational documents) after and to take all such other actions as the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in Borrower or such Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary shall be directly held by had been a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Foreign Subsidiary on such datethe Closing Date.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Effective DateAgreement Date or if any Subsidiary that was an Inactive Subsidiary on the Agreement Date continues to be a Subsidiary but ceases to be an Inactive Subsidiary, the Borrower willwill notify the Credit Parties in writing thereof not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired or ceases to be an Inactive Subsidiary and (i) the Borrower will cause such Subsidiary (unless such Subsidiary is a CFC) to (a) execute and deliver each applicable Guarantee Document (or otherwise become a party thereto in the manner provided therein) and become a party to each applicable Security Document in the manner provided therein, within ten in each case not later than the tenth Business Days Day after the date on which such Subsidiary is formed or acquired and (b) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Credit Obligations as the Administrative Agent or the Required Lenders shall reasonably request (it being understood that not more than 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests in a Foreign Subsidiary that is a CFC shall be pledged) and (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of the Borrower or any Subsidiary Guarantor or any loans, advances or other debt is owed or owing by any such Subsidiary to the Borrower or any Subsidiary Guarantor, the Borrower will cause such Equity Interests and promissory notes and other instruments evidencing such loans, advances and other debt to be pledged pursuant to the Security Documents not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Effective DateClosing Date (each a “New Subsidiary”), the Borrower will, within and remains a Subsidiary for not less than ten Business Days Days, not later than the tenth Business Day after the date on which such New Subsidiary is formed or acquired, notify the Borrower will (a) provide written notice thereof, in reasonable detail, to the Administrative Agent, (b) designate in such notice whether such New Subsidiary is an “Excluded Subsidiary” (in which event such New Subsidiary shall be a “New Excluded Subsidiary”), provided that in the event the Borrower designates such New Subsidiary as not a New Excluded Subsidiary or fails to make any such designation, such New Subsidiary shall irrevocably be deemed not to be an “Excluded Subsidiary” (in which event such New Subsidiary shall be a “New Included Subsidiary”), (c) if such New Subsidiary is a New Included Subsidiary, (i) cause such New Subsidiary to execute and deliver a completed Guarantee Supplement and become a party to each applicable Security Document in the manner provided therein, and (ii) promptly take or cause such New Subsidiary to take such actions to create and perfect Liens on such New Subsidiary’s assets (other than Excluded Collateral) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request, and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to (d) if any Equity Interest in Interests issued by such New Subsidiary are owned or held by a Loan Party and any Indebtedness or on behalf of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and an Excluded Subsidiary) or any loans, advances or other debt is owed or owing by such New Subsidiary to the Borrower or any Subsidiary (other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date), the Borrower will not permit any PAETEC Group Member cause such Equity Interests and promissory notes and other instruments evidencing such loans, advances and other debt to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject be pledged pursuant to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateSecurity Documents.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Domestic Subsidiary is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, will notify the Agent and the Lenders in writing thereof within ten (10) Business Days after the date on which such Subsidiary is formed or acquired and (a) the Borrower will cause such Domestic Subsidiary to (i) execute and deliver a Guaranty Agreement and execute and deliver, or become a party to, each applicable Security Agreement and other Security Documents in the manner provided therein, in each case within ten (10) Business Days after the date on which such Subsidiary is formed or acquired, and (ii) promptly take such actions to create and perfect Liens on such Domestic Subsidiary’s assets to secure the Obligations as the Agent or the Required Lenders shall reasonably request and (b) if any Capital Stock issued by any such Domestic Subsidiary are owned or held by or on behalf of the Borrower or any Subsidiary Guarantor or any loans, advances or other debt is owed or owing by any such Domestic Subsidiary to the Borrower or any Subsidiary Guarantor, the Borrower will cause all of such Capital Stock of any Domestic Subsidiary and all promissory notes and other instruments evidencing such loans, advances and other debt to be pledged pursuant to the Security Agreements within five (5) Business Days after the date on which such Domestic Subsidiary is formed or acquired; (b) If any Foreign Subsidiary is formed or acquired after the Effective Date, the Borrower will notify the Administrative Agent and the Collateral Agent Lenders in writing thereof within ten (10) Business Days after the date on which such Foreign Subsidiary is formed or acquired, and if any loans, advances or other debt is owed or owing by any such Foreign Subsidiary to the Borrower or any Subsidiary Guarantor, the Borrower will cause all promissory notes and other instruments evidencing and all promissory notes and other instruments evidencing such loans, advances and other debt (excluding intercompany accounts payable incurred in the Collateral and Guarantee Requirement ordinary course of business) to be satisfied with respect pledged pursuant to the Security Agreements within five (5) Business Days after the date on which such Foreign Subsidiary is formed or acquired; and (c) If any Equity Interest in such Subsidiary held by which is formed or acquired after the Effective Date constitutes a Loan Party and any Indebtedness of such Material Foreign Subsidiary owed to a Loan Party. If or if at any time any Subsidiary that is not then becomes a Loan Party, other than (A) an Insignificant Material Foreign Subsidiary, within (B60) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)days thereafter, the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant will pledge to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable Agent or cause to be pledged to the Lenders than those applicable under such Guarantee of other IndebtednessAgent sixty-five percent (65%) and (B) the other provisions of the Collateral and Guarantee Requirement outstanding Capital Stock of such Material Foreign Subsidiary by delivery to be satisfied with respect to the Agent of (i) a complete copy of the organizational documents of such Subsidiary, whereupon together with a certificate of status or good standing if such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes certificates are issued by the jurisdiction of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVformation, (ii) prior a duly executed Security Agreement and other such agreements, instruments, and documents, in form and substance satisfactory to the PAETEC Notes Redemption DateAgent, any Qualified PAETEC Group Member and as may be required under the applicable laws (including but not limited to the laws of the jurisdiction of formation) to effectuate a fully enforceable pledge of such Capital Stock to the Agent for the benefit of the Secured Parties, (iii) the original certificates for such Capital Stock, together with undated stock powers for such certificates, executed in blank, or if any Special Purpose Receivables Subsidiary) after shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Sixth ARCA Effective Date unless either (x) all Agent that the security interest in such uncertificated securities has been granted to and perfected by the Agent for the benefit of the Equity Interests Secured Parties, in accordance with the applicable sections under Articles 8 and 9 of the UCC or other similar or local or foreign law that may be applicable, and (iv) an opinion of counsel satisfactory to the Agent opining as to matters in connection with such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed and the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions pledge of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth Capital Stock described in this Section 5.10 shall subsection (c) as may be subject to reasonably requested by the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateAgent.

Additional Subsidiaries. If (a) Subject to Section 5.12(c) below, as a condition to the inclusion of any additional SubsidiaryReal Property Asset as an Unencumbered Property, if applicable, the REIT Guarantor and the Borrower shall (i) cause (as applicable) (x) the Subsidiary that (or the applicable JV Entity that indirectly) owns such Unencumbered Property, if such Subsidiary (or the applicable JV Entity) is a Person organized under the laws of any state of the United States or the District of Columbia and is not an Accepted JV Entity or an Accepted JV Owner, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries which are Accepted JV Entities or Accepted JV Owners and Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may be owners of Real Property Assets that are included as Unencumbered Properties, subject to the limitations in Section 7.12(b) if applicable, without such Subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party hereunder (it being understood that at ▇▇▇▇▇▇▇▇’s discretion Subsidiaries organized under the laws of Canada, a province thereof or the United Kingdom may become Guarantors hereunder)) and (y) each Subsidiary that is not a Loan Party (other than an Insignificant Excluded Subsidiary) that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a Notes SPV guarantor pursuant to clause (x) above to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement, in each case under this clause (i), on or a Special Purpose Receivables Subsidiarybefore the date on which an Unencumbered Property owned by any such Subsidiary or JV Entity is initially included as an Unencumbered Property; and (ii) cause each such Subsidiary (or the applicable JV Entity) to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, is formed including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary (or acquired after the Sixth ARCA Effective Dateapplicable JV Entity) , favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the Borrower willlegality, within ten Business Days after validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such Subsidiary is formed or acquired, notify other information required in order for the Administrative Agent and the Collateral Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation, and other “know- your-customer” diligence requirements. (b) Subject to Section 5.12(c) below, upon the acquisition, incorporation or other creation of any other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, or at any time that any Immaterial Subsidiary becomes a Material Subsidiary, if such Subsidiary is a U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, then in either such case the Borrower shall (i) cause such Material Subsidiary (and each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any such Material Subsidiary) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent thereof of a Joinder Agreement not later than thirty (30) days after such acquisition, incorporation or other creation (or such longer period as may be agreed to in writing by the Administrative Agent), and (ii) cause such Material Subsidiary to deliver such other documentation as the Collateral Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and Guarantee Requirement other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be satisfied reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Lenders to comply with PATRIOT Act, OFAC, the Beneficial Ownership Regulation and other “know- your-customer” diligence requirements. (c) Notwithstanding Section 5.12(a) and Section 5.12(b), upon the Investment Grade Pricing Date, no Subsidiary (including any JV entity) of the REIT Guarantor shall be required to become a Guarantor unless such Subsidiary creates, incurs, acquires, assumes, suffers to exist or otherwise is or becomes liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Equity Interest in Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party (as a guarantor) or the REIT Guarantor cease to have an Investment Grade Rating. Upon the occurrence of the Investment Grade Pricing Date, and provided that no Default or Event of Default exists, the Administrative Agent shall promptly release any Subsidiary of the REIT Guarantor from its obligations hereunder upon receipt by the Administrative Agent of a certificate from an officer of the REIT Guarantor certifying that such Subsidiary held by has not created, incurred, acquired, assumed, suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Indebtedness that is Recourse Debt or the Indebtedness of another Loan Party and any Indebtedness of (as a guarantor) (or simultaneously with the release hereunder will be released from liability with respect to such Subsidiary owed to a Loan PartyIndebtedness). If In the event that at any time after a Subsidiary shall have been released from its Obligations hereunder or from its obligation to become a Guarantor pursuant to Section 5.12(a) or Section 5.12(b), such Subsidiary becomes obligated on any Subsidiary that is not then Recourse Debt or the Indebtedness of another Loan Party (as a Loan Party, other than (Aguarantor) or the REIT Guarantor ceases to have an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Investment Grade Rating, the Borrower shall promptly within ten (10) Business Days (or such later date as agreed by the Administrative Agent) after such occurrence cause (A) such Subsidiary to Guarantee become a Guarantor under Section 5.12(a) or Section 5.12(b) of this Agreement to execute and deliver the Facility Obligations pursuant documents required in said Section 5.12(a) or Section 5.12(b). Notwithstanding anything herein contained to the Guarantee Agreement (in contrary, the case of any Subsidiary described in clause (y), on terms no less favorable foregoing provisions shall not apply to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) REIT Guarantor, which may only be released upon the other provisions written approval of the Collateral Administrative Agent and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateLenders.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Within thirty (30) days after the Sixth ARCA Effective Dateacquisition or formation of any Subsidiary (including, without limitation, upon the Borrower will, within ten Business Days after such formation of any Subsidiary that is formed or acquired, a Delaware Divided LLC) (it being understood that any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of organization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Collateral Agent thereof Borrower or any Subsidiary and cause the Collateral (iv) number and Guarantee Requirement to be satisfied effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect to any Equity Interest in thereto; and (b) cause such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness Person (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause any Excluded Subsidiary) to (Ai) such Subsidiary to Guarantee the Facility Obligations pursuant become a Guarantor by executing and delivering to the Guarantee Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f)-(h) (or, in the case of any Non-U.S. Subsidiary, comparable security documents, including local law equity pledge or similar agreements) in order to grant Liens to the Administrative Agent for the benefit of the Secured Parties in all assets of, and the Equity Interests in, such Subsidiary described constituting Collateral and favorable opinions of counsel to such Persons (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (yi) or (ii), on terms no less favorable as applicable), all in form, content and scope reasonably satisfactory to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Administrative Agent; provided that an Exempt Immaterial Subsidiary shall not be required to deliver any Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary Documents (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior an equity pledge or similar agreement granting Liens to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after Administrative Agent for the Sixth ARCA Effective Date unless either (x) all benefit of the Secured Parties in the Equity Interests in such Subsidiary shall be directly held Exempt Immaterial Subsidiary) governed by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions laws of the Collateral and Guarantee Requirement with respect jurisdiction in which such Exempt Immaterial Subsidiary is organized until such Exempt Immaterial Subsidiary ceases to such constitute an Exempt Immaterial Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If In the event the Borrower acquires or creates any additional Subsidiary, Material U.S. Subsidiary (other than an Insignificant Excluded Subsidiary), or any existing Subsidiary gsdocs\8126959.10 (other than an Excluded Subsidiary) becomes a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Material U.S. Subsidiary after the Sixth ARCA Effective Date, the Borrower will, shall forthwith promptly (and in any event within ten Business Days after thirty (30) days (or such Subsidiary is formed or acquired, notify longer time as the Administrative Agent and may agree) after the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness acquisition or creation of such Material U.S. Subsidiary owed to or knowledge of such existing Subsidiary being a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (AMaterial U.S. Subsidiary) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant become a Subsidiary Guarantor by delivering to the Administrative Agent a joinder to the Subsidiary Guarantee Agreement (in the case of any Subsidiary described in clause (yform contemplated thereby), on duly executed by such Subsidiary, pursuant to which such Subsidiary agrees to be bound by the terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Subsidiary Guarantee Requirement Agreement, such joinder to be satisfied with respect to such Subsidiaryaccompanied by appropriate corporate resolutions, whereupon such Subsidiary will become a “Guarantor” other corporate documentation and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, legal opinions in form and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior substance reasonably satisfactory to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member Administrative Agent and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant its counsel. Notwithstanding anything herein to the Guarantee Agreement and shall have satisfied contrary (including the other provisions five percent (5%) threshold in the definition of the Collateral and Guarantee Requirement with respect to such “Material U.S. Subsidiary. Prior to the PAETEC Notes Redemption Date”), the Borrower will cause a sufficient number of its Subsidiaries (other than Excluded Subsidiaries) to be Subsidiary Guarantors in accordance with the requirements of this Section such that, at all times, all Subsidiaries that are not permit any PAETEC Group Member to form Subsidiary Guarantors (other than Excluded Subsidiaries), collectively, do not comprise more than fifteen percent (15%) of the Borrower’s consolidated assets or acquire any Subsidiary except Consolidated EBITDA as of the end of or for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datemost recently ended Reference Period.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary of the Borrower is formed created or acquired after the Sixth ARCA Global Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, will notify the Global Administrative Agent and the Collateral Agent thereof and cause Lenders thereof. On or before the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held date of the designation by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 Borrower or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect Parent of any AC Holdings Bonds direct or any other Indebtedness (other than Indebtedness created under the Loan Documents)indirect wholly owned Material Subsidiary, the Borrower shall promptly cause (A) such Subsidiary Material Subsidiary, and any other Material Subsidiaries resulting from such designation, to Guarantee the Facility Obligations pursuant execute and deliver to the Guarantee Agreement (in Global Administrative Agent a Guaranty. On or before the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions date of the Collateral and Guarantee Requirement to be satisfied with respect to such designation by the Borrower or the Parent of a Subsidiary as a Material Subsidiary, whereupon such Subsidiary the Borrower or relevant Subsidiary, as applicable, will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) pledge all of the Equity Interests in such newly designated Material Subsidiary owned by the Borrower or such Subsidiary, and any other Material Subsidiaries resulting from such designation, and shall execute and deliver to the Global Administrative Agent a Pledge Agreement together with (i) all certificates (or other evidence acceptable to the Global Administrative Agent) evidencing the issued and outstanding Equity Interests owned by the Borrower or such Subsidiary of any such new Material Subsidiary of every class owned by the Borrower or such Subsidiary (as applicable) which shall be directly held duly endorsed or accompanied by a Loan Party or stock powers executed in blank (yas applicable), and (ii) such Subsidiary filings as the Global Administrative Agent shall have Guaranteed deem reasonably necessary or appropriate to grant, evidence and perfect the Facility Obligations pursuant to Liens required hereunder in the Guarantee Agreement issued and shall have satisfied the other provisions outstanding Equity Interests of the Collateral and Guarantee Requirement with respect to each such new Material Subsidiary. Prior to On or before the PAETEC Notes Redemption designation by the Borrower or the Parent of any additional Material Subsidiary after the Global Effective Date, the Borrower will not permit cause such Material Subsidiary, and any PAETEC Group Member other Material Subsidiaries resulting from such designation, to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubtexecute appropriate Debentures, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this extent required by Section 5.10 shall be subject 5.10, and promptly take such actions to create and perfect Liens on such Material Subsidiary’s assets, as and to the requirements set forth in this extent such assets are required to be mortgaged or pledged pursuant to Section 5.10 5.10, to secure the Obligations as if such Qualified PAETEC Group Member became a Subsidiary on such datethe Global Administrative Agent shall reasonably request.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within (a) Within ten (10) Business Days (or such later date as the Servicer may agree in its sole discretion) after such any Domestic Subsidiary is acquired or formed or acquired(including, notify without limitation, upon the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness formation of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan DocumentsDelaware Divided LLC), the Borrower Sponsor shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVnotify the Servicer and the Participants thereof, (ii) prior if such Domestic Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Guarantor by executing agreements in the form of Annex 1 to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member Guaranty Agreement and (iii) if such Subsidiary is a Material Domestic Subsidiary, cause such Domestic Subsidiary to deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Servicer. In the event that any Special Purpose Receivables SubsidiaryDomestic Subsidiary that is not already a Guarantor becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Sponsor shall have up to ten (10) after Business Days (or such later date as the Sixth ARCA Effective Date unless either Servicer may agree in its sole discretion) to cause it to (x) all become a Guarantor by executing agreements in the form of Annex 1 to the Equity Interests in such Subsidiary shall be directly held by a Loan Party or Guaranty Agreement and (y) deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary shall have described in Section 13.1 as reasonably requested by the Servicer. (b) The Sponsor may, after the Effective Date, acquire (subject to Section 8.4) or form additional Foreign Subsidiaries. To the extent the aggregate EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Guaranteed the Facility Obligations pursuant to this Section 6.10(b) for the Guarantee Agreement most recently ended twelve month period exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period (the “Foreign Pledge Date”), the Sponsor (i) shall notify the Servicer and shall have satisfied the other provisions Participants thereof, (ii) subject to any required intercreditor arrangements entered into between the Servicer and the holders of the Collateral notes issued under each applicable Note Agreement (or any representative thereof) in order to accomplish any required equal sharing of such pledged collateral pursuant to the terms of each applicable Note Agreement, deliver stock certificates and Guarantee Requirement with respect related pledge agreements, in form satisfactory to a collateral agent acceptable to the Servicer, evidencing the pledge of sixty-six percent (66%) (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more Foreign Subsidiaries directly owned by the Sponsor or any Domestic Subsidiary to secure the Guaranteed Obligations to the extent necessary such that, after giving effect to such Subsidiary. Prior pledge, the EBITDA attributable to all Foreign Subsidiaries whose stock has not been pledged to secure the Guaranteed Obligations pursuant to this Section 6.10(b) for the most recently ended twelve (12) month period does not exceed twenty percent (20%) of Consolidated EBITDA, and (iii) cause such Foreign Subsidiary whose stock is pledged pursuant to the PAETEC Notes Redemption immediately preceding Section 6.10(b)(ii) to deliver simultaneously therewith similar documents applicable to such Foreign Subsidiary described in Section 13.1 as reasonably requested by the Servicer; provided that in no event shall any such Foreign Subsidiary be required to join the Guaranty Agreement or otherwise to guarantee any of the Guaranteed Obligations. Upon the occurrence of the Foreign Pledge Date, the Borrower Sponsor will be required to comply with the terms of this Section 6.10(b) within thirty (30) days after any new Foreign Subsidiary is acquired or formed. Upon the occurrence of the Foreign Pledge Date and within a reasonable time thereafter, the Servicer shall enter into an intercreditor agreement, in form and substance satisfactory to the Required Participants, with all other creditors of the Sponsor having a similar covenant with the Sponsor. (c) Notwithstanding anything to the contrary in this Agreement, (i) none of the Inactive Subsidiaries shall be required to become a Guarantor or to execute the Guaranty Agreement, subject to compliance with Section 8.13 and (ii) the Sponsor shall cause each Inactive Subsidiary to be dissolved as soon practicable without incurring adverse tax consequences unless otherwise permitted by the Servicer with such consent not permit to be unreasonably withheld, conditioned or delayed. (d) The Sponsor will cause any PAETEC Group Member to form Domestic Subsidiary or acquire any Subsidiary except other Domestic Controlled Affiliate that provides a Guarantee or otherwise becomes liable (including as a borrower or co-borrower) in respect of the obligations under any Note Agreement or any other agreement providing for the purpose incurrence of reorganizing Indebtedness that is pari passu with the organizational structure or Indebtedness under this Agreement to become a Guarantor by executing agreements in the form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject Annex 1 to the requirements set forth Guaranty Agreement and deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in this Section 5.10 shall be subject to 13.1 as reasonably requested by the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateServicer.

Additional Subsidiaries. If None of the Credit Parties shall, ----------------------- directly or indirectly, form or acquire any additional Subsidiaries, except that RSC Acquisition and RSC Holdings may form, and the Borrowers may form or acquire, Subsidiaries, provided, that (i) the applicable Parent Guarantor or Borrower -------- gives the Agent written notice thereof at least 30 Business Days prior to the consummation of such formation or acquisition (the "Consummation Date"), (ii) in ----------------- the case of an acquisition of a Subsidiary, other than an Insignificant Subsidiarythe applicable Borrower shall deliver, a Notes SPV or a Special Purpose Receivables Subsidiarytogether with such notice, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiaryofficer's certificate stating that such acquisition constitutes an Acquisition and is permitted by Section 8.5(f), -------------- (B) prior to the PAETEC Notes Redemption Dateextent available, a Qualified PAETEC Group Memberthe most recent annual and monthly Financial Statements for such Subsidiary which would have been required to be delivered if such Subsidiary had been an original party to this Credit Agreement which shall be audited to the extent available (it being understood that no Credit Party shall have any obligation to cause any Financial Statements to be prepared), (C) a Notes SPVpro forma consolidated balance sheet for RSC, giving effect to such Acquisition and any proposed extensions of credit to such Subsidiary on the Consummation Date, (D) any the forecasts and projections required by Section 7.1(c) -------------- with respect to such Subsidiary listed on Schedule 5.10 or and giving effect to such Acquisition, (E) a Special Purpose Receivables solvency certificate for RSC Acquisition and its Subsidiaries if such Subsidiary is a Subsidiary of RSC Acquisition or for RSC Holdings and its Subsidiaries if such Subsidiary is a Subsidiary of RSC Holdings, in either case in substantially the form of the solvency certificate delivered for such Credit Parties pursuant to Section 5.1(a)(ii), giving effect to such Acquisition and any proposed ------------------ extensions of credit to such Subsidiary on the Consummation Date and (F) any appraisal obtained by, or delivered to, such Borrower with respect to the Rental Equipment of such Subsidiary, in each case in form and substance satisfactory to the Agent, (xiii) is a wholly-owned Domestic promptly upon the Agent's reasonable request therefor, the applicable Parent Guarantor or Borrower shall deliver any documentation pertaining to such Subsidiary and is permitted by applicable law the Credit Parties and such Subsidiary, taken as a whole and (iv) on or regulation (without before the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Consummation Date, the Borrower shall promptly cause (A) such new Subsidiary shall become a Borrower under this Credit Agreement, shall execute and deliver a Note to Guarantee the Facility Obligations pursuant each Lender, shall become a party to each Guaranty and Contribution Agreement with respect to the Guarantee Obligations of the other Borrowers in accordance with the terms thereof, shall become a party to the Security Agreement (in accordance with the case of any Subsidiary terms thereof, shall become a party to the intercompany promissory note described in clause (y)Section 8.6(g) in accordance with the terms -------------- thereof, on terms no less favorable shall become a party to the Lenders than those applicable under Management Agreement in accordance with the terms thereof and shall execute and deliver such Guarantee other Credit Documents and other documents as the Agent may reasonably request (including, to the extent such Subsidiary requests a Borrowing or an issuance of a Letter of Credit on the Consummation Date, a Notice of Borrowing, a Letter of Credit Request, a Borrowing Base Certificate and all other Indebtednessdocumentation required by this Credit Agreement or otherwise reasonably requested by the Agent (including, by way of example, escrow funding agreements and a funds flow memorandum)) and (B) the other provisions of the Collateral each existing Borrower shall execute and Guarantee Requirement to be satisfied deliver a Guaranty and Contribution Agreement with respect to the Obligations of such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datenew Borrower.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV (a) Within thirty (30) days (or a Special Purpose Receivables Subsidiary, is formed or acquired such later date as the Administrative Agent may agree in its reasonable discretion) after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such acquisition or formation of any Subsidiary is formed or acquired, notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Collateral Agent thereof Parent Borrower or any Subsidiary and cause the Collateral (iv) number and Guarantee Requirement to be satisfied effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect to any Equity Interest thereto; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in such Subsidiary held by a Loan Party and any Indebtedness its reasonable discretion) after the acquisition or formation of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Partyan Excluded Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion), other than (i) (A) an Insignificant Subsidiary, if such Subsidiary is a Domestic Subsidiary (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any unless such Domestic Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, is (x) is a whollydirect non-owned Domestic Wholly Owned Subsidiary and is permitted by applicable law or regulation of PARS ENVIRONMENTAL, Inc., a New Jersey corporation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations “PARS”), or (y) Guarantees with the consent of the Administrative Agent in consultation with the Parent Borrower, any Loan Party’s obligations other non-Wholly Owned Subsidiary of Parent Borrower or a Guarantor which was acquired in respect a Permitted Acquisition; provided that, (I) the remaining Equity Interests of any AC Holdings Bonds such Domestic Subsidiary are not held by the Parent Borrower or any other Indebtedness Subsidiary of the Parent Borrower, and (II) such Domestic Subsidiary has no material assets or operations other than Indebtedness created under the Loan Documentsbeing party to one or more government contracts), cause such Person to become a Guarantor of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose or (B) if such Subsidiary is a Foreign Subsidiary (unless such Foreign Subsidiary is (x) with the consent of the Administrative Agent in consultation with the Parent Borrower, any other non-Wholly Owned Subsidiary of Parent Borrower shall promptly cause or a Guarantor which was acquired in a Permitted Acquisition; provided that, (AI) the remaining Equity Interests of such Foreign Subsidiary are not held by the Parent Borrower or any Subsidiary of the Parent Borrower, and (II) such Foreign Subsidiary has no material assets or operations other than being party to Guarantee one or more government contracts), cause such Person to become a Guarantor of the Facility Obligations pursuant by executing and delivering to the Guarantee Administrative Agent a Joinder Agreement or such other documents governed by the laws of the State of New York or another jurisdiction as the Administrative Agent shall deem appropriate for such purpose; provided that no such Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code shall be required to become a Guarantor with respect to any Obligations of a Borrower that is a U.S. Person until such time as such Subsidiary has been owned, directly or indirectly, by a U.S. Loan Party for at least one year and (ii) cause such Person required to become a Guarantor to deliver to the Administrative Agent documents of the types referred to in Section 5.01(e) and Section 5.01(f) and, if reasonably requested by the case Administrative Agent (it being agreed no opinions shall be required with respect to Immaterial Subsidiaries), favorable opinions of any Subsidiary described New York counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (yi)(A) or (i)(B), on terms no less favorable as applicable), all in form, content and scope satisfactory to the Lenders than those Administrative Agent. (c) Within ninety (90) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the date that the Administrative Agent has requested such action following delivery of a Compliance Certificate notifying the Administrative Agent that a Foreign Collateral Document Trigger Event has occurred and is continuing, if such Subsidiary is a Foreign Subsidiary, deliver all Additional Collateral Documents reasonably requested by the Administrative Agent for the applicable under foreign jurisdiction, which Additional Collateral Documents shall be customary for such Guarantee of applicable foreign jurisdiction (including, without limitation, customary legal opinions). In no event shall any Subsidiary be required to complete any filings or other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied action with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes the perfection of the Loan Documents. The Borrower will notsecurity interests in any jurisdiction other than any Specified Guarantee Jurisdiction, and will not permit no actions in any jurisdiction or required by laws of its Subsidiaries toany jurisdiction (in each case, form or acquire any Subsidiary (other than Insignificant any Specified Guarantee Jurisdiction) shall be required to be taken to create or perfect any security interests in any other jurisdiction (including any Equity Interests of Foreign Subsidiaries and any intellectual property governed by or arising or existing under the laws of any jurisdiction other than in the United States or any Specified Guarantee Jurisdiction (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary it being understood that there shall be directly held no requirement to enter into security agreements or pledge agreements governed under the laws of any jurisdiction other than in the United States or any Specified Guarantee Jurisdiction). Except as otherwise required by a the laws of any Specified Guarantee Jurisdiction, no Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant be required to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement complete any filings with respect to such Subsidiary. Prior to intellectual property beyond the PAETEC Notes Redemption Datefiling of intellectual property security agreements with the United States Patent and Trademark Office, the Borrower will not permit United States Copyright Office or the Canadian Intellectual Property Office, as applicable (and the filing of Uniform Commercial Code and PPSA financing statements) or to enter into any PAETEC Group Member deposit account control agreement with respect to form or acquire any Subsidiary except for Excluded Account (as defined in the purpose of reorganizing Security Agreement and the organizational structure or form of organization of any of the PAETEC Group MembersCanadian Security Agreement, as applicable). For the avoidance of doubt, from and after in no event shall the PAETEC Notes Redemption Date, Collateral include any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateExcluded Property.

Additional Subsidiaries. If any additional SubsidiaryIf, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time time, any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 Specified Borrower or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries toshall form any new Subsidiary after the date of this Agreement (this subsection not constituting authority to form a Subsidiary), form such Specified Borrower or acquire any Subsidiary (other than Insignificant Subsidiaries such Subsidiary, as the case may be, shall, subject to applicable Requirements of Law and other than the absence of adverse tax consequences (i) any Notes SPVif such Subsidiary is a Domestic Subsidiary of Holdings, cause such new Subsidiary to guarantee the Domestic Obligations, (ii) prior cause each holder of any Capital Stock of such Subsidiary to pledge 100% of such Capital Stock to the PAETEC Notes Redemption DateSpecified Agent which shall be accompanied by such resolutions, any Qualified PAETEC Group Member incumbency certificates and legal opinions as are reasonably requested by the Specified Agent and (iii) any Special Purpose Receivables Subsidiary) after if such Subsidiary is a Future Foreign Subsidiary Borrower cause 100% of the Sixth ARCA Effective Date unless either Capital Stock of such Future Foreign Subsidiary Borrower to be pledged to the Specified Agent to secure the Obligations of such Future Foreign Subsidiary Borrower; provided, that (x) all except as provided in clause (iii) in the event such Subsidiary is a direct Foreign Subsidiary of International Holdings, only 65% of the Equity Interests in voting Capital Stock of such Foreign Subsidiary shall need be directly held by a Loan Party or pledged to the Collateral Agent and (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization no voting Capital Stock of any indirect Foreign Subsidiary of 9 9 International Holdings need be so pledged unless such Foreign Subsidiary is also a direct Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to secure the PAETEC Group Members. For Specified Obligations of such Foreign Subsidiary Borrower, in which case the avoidance of doubtforegoing shall be complied with, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateapplicable Requirements of Law.

Additional Subsidiaries. If As soon as practicable (but in any additional Subsidiaryevent within 30 days or, other than an Insignificant Subsidiaryin any such case, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify longer period as the Administrative Agent and may agree in its sole discretion) after the Collateral Agent thereof and acquisition, creation or designation of any Material Domestic Restricted Subsidiary (or the date a Restricted Subsidiary otherwise qualifies as a Material Domestic Restricted Subsidiary), cause the Collateral and Guarantee Requirement to be satisfied with respect delivered to any Equity Interest in the Administrative Agent each of the following: (i) a Guaranty Joinder Agreement duly executed by each such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Restricted Subsidiary that is not then a Loan Party, other than (A) an Insignificant Material Domestic Restricted Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, ; (ii) prior required Collateral Documents of such Restricted Subsidiary that is a Material Domestic Restricted Subsidiary, including a Security Joinder Agreement duly executed by such Restricted Subsidiary to cover any additional Collateral (including, without limitation, Pledged Collateral and IP Collateral) (with all schedules thereto appropriately completed) or a Security Agreement Supplement, as applicable, with all schedules thereto appropriately completed, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise naming such Restricted Subsidiary as “Debtor” and naming the Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on Collateral conferred under such Collateral Document to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and extent such Lien may be perfected by Uniform Commercial Code filing; (iii) any Special Purpose Receivables Subsidiary) after a Security Joinder Agreement or a Security Agreement Supplement, as applicable, by the Sixth ARCA Effective Date unless either (x) all direct owner of the Equity Interests in such Restricted Subsidiary shall be directly held by (solely to the extent such direct owner is a Loan Party Party), which Security Joinder Agreement (or (yamendment or supplement) effects the pledge of the Equity Interests of such Restricted Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Security Agreement, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise naming such pledgor as “Debtor” and naming the Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on such Equity Interests; (iv) if requested by the Administrative Agent, an opinion of counsel to the Restricted Subsidiary dated as of the date of delivery of the Guaranty Joinder Agreement and shall have satisfied other Loan Documents provided for in this Section 6.12 and addressed to the other provisions Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, including opinions, assumptions and qualifications similar to those contained in the opinions of counsel delivered pursuant to Section 4.01(a); (v) at least five (5) Business Days prior to the date of the Collateral Guaranty Joinder Agreement, if such Material Domestic Restricted Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then such Material Domestic Restricted Subsidiary shall deliver a Beneficial Ownership Certification to the Administrative Agent and Guarantee Requirement any Lender requesting the same; and (vi) the documents described in Section 4.01(a), as applicable, with respect to such Restricted Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If The Borrower shall not form or acquire any additional Subsidiary, other than an Insignificant Subsidiary, Subsidiaries without the prior written consent of the Lender. In the event that the Lender shall permit a Notes SPV or Person to become a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, Subsidiary of the Borrower will(a) the structure capitalization, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness shareholders and/or partners of such Subsidiary owed and purpose and organizational documents of such Subsidiary shall be reasonably acceptable and satisfactory to the Lender and (b) the Borrower shall (i) notify the Lender promptly after such Person becomes a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiaryof the Borrower, (Bii) prior execute and deliver to the PAETEC Notes Redemption DateLender a security agreement (in form and substance reasonably satisfactory to the Lender) providing that all of the outstanding shares of capital stock or equity or ownership interests of such Subsidiary shall be pledged to the Lender as collateral security for the Mortgage Loans, a Qualified PAETEC Group Memberand deliver to the Lender the certificate(s) representing such capital stock or equity or ownership interests, together with instruments of collateral assignment in such form as the Lender may reasonably request, (Ciii) cause such Subsidiary to execute and deliver a Notes SPVsecurity agreement (in form and substance reasonably satisfactory to the Lender) and take such other actions to grant to the Lender a first priority security interest in all of its assets and to deliver proof of corporate or partnership action, incumbency of officers, opinions of counsel and other documents as the Lender may reasonably request, (Div) any cause such Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiaryto make such representations and warranties and undertake such obligations as the Lender may reasonably request, (xv) is a wholly-owned Domestic cause such Subsidiary to execute and is deliver such documents and agreements and do such acts as the Lender may request, and (vi) deliver to the Lender such certificates, documents and opinions (each in form and substance satisfactory to Lender) as the Lender shall request. Except as permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Basic Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case not sell, transfer or otherwise dispose of any Subsidiary described shares of stock or equity or ownership interests in clause (y)any of its Subsidiaries, on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not nor permit any of its Subsidiaries to, form to issue any shares of stock of any class or acquire equity or ownership interests whatsoever to any Subsidiary Person (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, Borrower). In the event that any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all such additional shares of the Equity Interests in such Subsidiary stock or equity or ownership interests shall be directly held issued by a Loan Party any Subsidiary, the Borrower agrees forthwith to deliver or (y) such Subsidiary shall have Guaranteed cause to be delivered to the Facility Obligations Lender pursuant to the Guarantee Agreement relevant security agreement the certificates evidencing such shares of stock or equity or ownership interests, accompanied by undated stock powers or assignments executed in blank and shall have satisfied take such other action as the other provisions of Lender shall request to perfect the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior security interest created therein pursuant to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such daterelevant security agreement.

Additional Subsidiaries. If any additional Subsidiary (other than a Broker-Dealer Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Exempt Subsidiary or a Special Purpose Receivables Subsidiary, Subsidiary that is a party to the Guarantee Agreement and the Security Agreement) is formed or acquired after the Sixth ARCA Effective Agreement Date, or any Subsidiary ceases to be a Broker-Dealer Subsidiary or an Exempt Subsidiary after the Agreement Date, then the Borrower will, within ten will notify the Lender in writing thereof not later than the tenth Business Days Day after the date on which such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement acquired or ceases to be satisfied a Broker-Dealer Subsidiary or an Exempt Subsidiary, as applicable, and (i) the Borrower will cause such Subsidiary to (a) execute and deliver each applicable Guarantee Document (or otherwise become a party thereto in the manner provided therein) and become a party to each applicable Security Document in the manner provided therein, in each case not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired or ceases to be a Broker-Dealer Subsidiary or an Exempt Subsidiary, as applicable, and (b) promptly take such actions to create and perfect Liens on such Subsidiary's assets to secure the Obligations in accordance with respect to the applicable Security Documents (with the priority required thereby) as the Lender shall reasonably request and (ii) if any Equity Interest in Interests issued by such Subsidiary are owned or held by a Loan Party and any Indebtedness or on behalf of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Holdings, the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of or any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will cause such Equity Interests to be pledged pursuant to the Security Documents not permit any PAETEC Group Member to form or acquire any Subsidiary except for later than the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and tenth Business Day after the PAETEC Notes Redemption Datedate on which such Subsidiary is formed or acquired or ceases to be a Broker-Dealer Subsidiary or an Exempt Subsidiary, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateapplicable.

Additional Subsidiaries. If (a) Upon (i) the creation or acquisition of any additional SubsidiaryMaterial Domestic Subsidiary or (ii) any Domestic Subsidiary becoming a Material Domestic Subsidiary or being designated or identified as a Material Domestic Subsidiary in accordance with the terms of this Agreement, other than an Insignificant Subsidiarycause to be executed and delivered to the Administrative Agent (A) a supplement to the Domestic Subsidiary Guaranty Agreement (pursuant to which such Material Domestic Subsidiary shall become party to the Domestic Subsidiary Guaranty Agreement), a Notes SPV or a Special Purpose Receivables Subsidiary(B) such closing documents and closing certificates of the type required to be delivered pursuant to Section 6.2(b), is formed or acquired after the Sixth ARCA Effective Dateincluding, the Borrower willwithout limitation, within ten Business Days after such Subsidiary is formed or acquired, notify favorable legal opinions addressed to the Administrative Agent and the Collateral Agent thereof Lenders in form and cause the Collateral and Guarantee Requirement to be satisfied substance reasonably satisfactory thereto with respect to any Equity Interest in such duly executed supplement to the Domestic Subsidiary held by a Loan Party Guaranty Agreement (and any Indebtedness other applicable Loan Documents to which such Material Domestic Subsidiary shall become party thereto in connection therewith), in each case as may reasonably be requested by the Administrative Agent, and (C) such other documents and certificates as may be requested by the Administrative Agent. (b) Upon (i) the creation or acquisition of such any Material Canadian Subsidiary owed or (ii) any Canadian Subsidiary becoming a Material Canadian Subsidiary or being designated or identified as a Material Canadian Subsidiary in accordance with the terms of this Agreement, cause to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than be executed and delivered to the Administrative Agent (A) an Insignificant Subsidiarya supplement to the Canadian Subsidiary Guaranty Agreement (pursuant to which such Material Canadian Subsidiary shall become party to the Canadian Subsidiary Guaranty Agreement), (B) prior such closing documents and closing certificates of the type required to be delivered pursuant to Section 6.2(b), including, without limitation, favorable legal opinions addressed to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary Administrative Agent and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) in form and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied substance reasonably satisfactory thereto with respect to such Subsidiaryduly executed supplement to the Canadian Subsidiary Guaranty Agreement (and any other applicable Loan Documents to which such Material Canadian Subsidiary shall become party thereto in connection therewith), whereupon in each case as may reasonably be requested by the Administrative Agent, and (C) such other documents and certificates as may be requested by the Administrative Agent. (c) No Subsidiary formed solely to act as a special purpose entity in connection with a Qualified Receivables Transaction shall be required to act as a guarantor under or in connection herewith so long as such Subsidiary will become remains a “Guarantor” special purpose entity and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior is solely party to the PAETEC Notes Redemption Date, any applicable Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateTransaction.

Additional Subsidiaries. If (a) Subject to Bankruptcy Law, the terms of the DIP Order and any additional Subsidiaryrequired approval by the Bankruptcy Court, other than an Insignificant Subsidiaryin the event that, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after subsequent to the Sixth ARCA Effective Date, the Borrower willany Direct Wholly Owned Domestic Subsidiary becomes a Significant Subsidiary, whether pursuant to an acquisition or otherwise, (x) within ten twenty (20) Business Days after the date such Direct Wholly Owned Domestic Subsidiary is formed or acquiredbecomes a Significant Subsidiary, the Borrower shall notify the Administrative Agent and the Collateral Agent Lenders thereof and (y) within twenty (20) Business Days thereafter, the Borrower shall cause such Direct Wholly Owned Domestic Subsidiary to Guarantee the Obligations pursuant to Article XI. In addition, to the extent the Capital Stock of such Direct Wholly Owned Domestic Subsidiary is not already pledged, within twenty (20) Business Days after the date that the Borrower gives the Administrative Agent and the Lenders notice that such Direct Wholly Owned Domestic Subsidiary has become a Significant Subsidiary, the Borrower shall pledge all of the Capital Stock of such Direct Wholly Owned Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering an amendment or supplement to the U.S. Security Agreement, in form and substance reasonably satisfactory to the Administrative Agent, and to deliver the original stock certificates, if any, evidencing such Capital Stock to the Administrative Agent (or, in the case of Junior Priority Collateral, the Prepetition Collateral and Guarantee Requirement Agent, as bailee for the Administrative Agent in accordance with the terms of the Intercreditor Agreement), together with appropriate stock powers executed in blank. (b) Subject to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party Bankruptcy Law, the terms of the DIP Order and any Indebtedness of such Subsidiary owed required approval by the Bankruptcy Court, subject to a Loan Party. If at any time any Subsidiary that is not then a Loan PartySection 7.13, other than (A) an Insignificant Subsidiaryin the event that, (B) prior subsequent to the PAETEC Notes Redemption Effective Date, any Person becomes a Qualified PAETEC Group MemberDirect Wholly Owned Foreign Subsidiary of the Borrower, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 whether pursuant to an acquisition or (E) a Special Purpose Receivables Subsidiaryotherwise, (x) is a wholly-owned Domestic Subsidiary the Borrower shall promptly notify the Administrative Agent and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or Lenders thereof and (y) Guarantees no later than twenty (20) Business Days after such Person becomes a Direct Wholly Owned Foreign Subsidiary, or if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit (not to exceed thirty (30) additional days), the Borrower shall, or shall cause the owner of the Capital Stock of such Person to, (i) pledge 100% of the Capital Stock of such Direct Wholly Owned Foreign Subsidiary to the Administrative Agent as security for the Obligations pursuant to an amendment or supplement to the U.S. Security Agreement, or a separate pledge agreement, in either case in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original stock certificates evidencing such pledged Capital Stock, together with appropriate stock powers executed in blank, to the Administrative Agent (or, in the case of Junior Priority Collateral, the applicable Prepetition Collateral Agent), and (iii) if requested by the Administrative Agent, deliver all such other documentation (including without limitation, lien searches, legal opinions and certified organizational documents) and to take all such other actions as Borrower would have been required to deliver and take pursuant to Section 3.1 if such Direct Wholly Owned Foreign Subsidiary had been a Direct Wholly Owned Foreign Subsidiary on the Effective Date. (c) Subject to Bankruptcy Law, the terms of the DIP Order and any Loan Party’s obligations required approval by the Bankruptcy Court, subject to Section 7.13, if the Borrower forms or acquires any Direct Wholly Owned Domestic Subsidiary after the Effective Date, no later than twenty (20) Business Days after the date of formation or acquisition of such Direct Wholly Owned Domestic Subsidiary, or if the Administrative Agent determines in respect of any AC Holdings Bonds or any other Indebtedness its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit (other than Indebtedness created under the Loan Documentsnot to exceed thirty (30) additional days), the Borrower shall promptly cause (A) pledge all of the Capital Stock of such newly formed or acquired Direct Wholly Owned Domestic Subsidiary to Guarantee the Facility Administrative Agent as security for the Obligations pursuant by executing and delivering an amendment or supplement to the Guarantee Agreement U.S. Security Agreement, in form and substance reasonably satisfactory to the Administrative Agent, and to deliver the original stock certificates, if any, evidencing such Capital Stock, together with appropriate stock powers executed in blank, to the Administrative Agent (or, in the case of Junior Priority Collateral, the applicable Prepetition Collateral Agent, as bailee for the Administrative Agent in accordance with the terms of the Intercreditor Agreement following the execution thereof). (d) Subject to Bankruptcy Law, the terms of the DIP Order and any Subsidiary described in clause required approval by the Bankruptcy Court, the Borrower agrees that, following the delivery of any Security Documents required to be executed and delivered under this Section 5.10, the Administrative Agent shall have a valid and enforceable perfected Lien on the property required to be pledged pursuant to clauses (ya), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness(b) and (Bc) the other provisions above, in each case prior and superior in right to any Lien granted in favor of the Collateral and Guarantee Requirement any Person that is prohibited hereunder. All actions to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations taken pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject at the expense of the Borrower or the applicable Loan Party, and shall be taken to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datereasonable satisfaction of the Administrative Agent.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Restricted Subsidiary is formed or acquired after the Sixth ARCA Effective DateClosing Date or (ii) if any Subsidiary ceases to be an Excluded Subsidiary, an Immaterial Subsidiary or an Unrestricted Subsidiary, the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Restricted Subsidiary is formed or acquiredacquired or such Subsidiary ceases to be an Excluded Subsidiary, an Immaterial Subsidiary or an Unrestricted Subsidiary, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party within 30 days after such notice (or such longer period as the PAETEC Notes Redemption DateAdministrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Restricted Subsidiary signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby. (b) Within 30 days (or such longer period as the Administrative Agent may agree in its sole discretion) after the Borrower will identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section, Holdings or the Borrower shall not permit any PAETEC Group Member be required to form comply with the “Collateral and Guarantee Requirement” until a reasonable time following the formation or acquire any acquisition of such Restricted Subsidiary except for or the purpose identification of reorganizing such new Material Subsidiary, and in no event shall compliance be required until 60 days following such formation, acquisition or identification or such longer time period as agreed by the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth Administrative Agent in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits sole discretion.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Wholly Owned Subsidiary is acquired or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Dateby Borrower, the Borrower willshall within fifteen (15) Business Days after such Wholly Owned Subsidiary is acquired or formed: (i) if such Wholly Owned Subsidiary is a corporation, execute a stock pledge agreement in substantially the same form as the Stock Pledge Agreement (or enter into an amendment or joinder to the Stock Pledge Agreement) pledging to the Collateral Agent all of the stock or other evidence of ownership interest it presently holds and acquires in such Wholly Owned Subsidiary, and the Borrower shall deliver along with such Stock Pledge Agreement, joinder or amendment the securities described therein, and a stock power, all of which shall be in form and substance satisfactory to Collateral Agent, (ii) if such Wholly Owned Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the Collateral Agent pledging to the Collateral Agent all of the ownership interest the Borrower holds and acquires in such Wholly Owned Subsidiary, including, without limitation, all presently existing and hereafter arising right, title, and interest in and to distributions, payments, general intangibles, accounts, and other tangible and intangible property and (iii) cause such Wholly Owned Subsidiary to execute a Subsidiary Guarantee Agreement and an Indemnity and Contribution Agreement (or appropriate amendments or joinders to the existing Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement), all of which shall be in form and substance satisfactory to Collateral Agent. The Collateral Agent is hereby authorized to file such UCC financing statements necessary to perfect the security interests described herein, all without the necessity of Borrower’s execution thereof. (b) If any Subsidiary (other than a Wholly Owned Subsidiary) is acquired or formed by a Wholly Owned Subsidiary or the Borrower, the applicable Wholly Owned Subsidiary or Borrower, as applicable, within ten fifteen (15) Business Days after such Subsidiary is formed acquired or acquiredformed, notify shall, subject to the Administrative Agent Release Provision, execute a Pledge Agreement, pledging its interest in such Subsidiary, and in the event such Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the Collateral Agent thereof and cause pledging to the Collateral Agent the ownership interest that the Borrower or such applicable Wholly Owned Subsidiary holds and Guarantee Requirement to be satisfied with respect to any Equity Interest acquires in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior all of which shall be in form and substance satisfactory to Collateral Agent. The Collateral Agent is hereby authorized to file such UCC financing statements necessary to perfect the PAETEC Notes Redemption Datesecurity interest described herein, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (all without the need to obtain any Governmental Authorizationnecessity of Borrower’s or such Wholly Owned Subsidiary’s execution thereof. (c) to Guarantee In connection with the Facility Obligations acquisition or (y) Guarantees any Loan Party’s obligations in respect formation of any AC Holdings Bonds Wholly Owned Subsidiary or any other Indebtedness Subsidiary referenced in subparts (other than Indebtedness created under the Loan Documents)a) and (b) above, the Borrower shall promptly also cause the Administrative Agent to receive simultaneously with the documentation referenced above the resolution of the respective Person executing such documentation and an opinion letter issued by Borrower’s legal counsel regarding such matters as may be reasonably required by the Administrative Agent. (Ad) such Subsidiary to Guarantee In connection with the Facility Obligations pursuant to the Guarantee Agreement (in the case acquisition or formation of any Subsidiary described referenced in clause clauses (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtednessa) and and/or (Bb) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Dateimmediately above, the Borrower will not permit any PAETEC Group Member shall cause the acquisition and formation of such Subsidiaries to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to be in compliance with all applicable Health Care Laws. (e) Notwithstanding the requirements set forth in the foregoing clauses (a) and (b) of this Section 5.10 5.10, neither the Borrower nor any Subsidiary shall be subject required to pledge or cause to be pledged to the requirements set forth Collateral Agent any Equity Interests acquired by the Borrower or its Subsidiaries after the Closing Date if the issuer of such Equity Interests does not, directly or indirectly, own, operate or manage a surgery center; provided, that, in this no event shall the aggregate fair market value of all Equity Interests owned by the Borrower or its Subsidiaries in which the Collateral Agent does not have a perfected Lien exceed ten percent (10%) of the Borrower’s consolidated total assets, determined by reference to the consolidated financial statements of the Borrower and its Subsidiaries most recently delivered pursuant to Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date5.1(a).

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, Subsidiary becomes a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Material Subsidiary after the Sixth ARCA Effective Closing Date, or any Material Subsidiary is acquired or formed after the Closing Date, the Borrower will, within ten (10) Business Days after any such Subsidiary becomes a Material Subsidiary, or such Material Subsidiary is formed acquired or acquiredformed, notify the Administrative Agent and the Collateral Agent thereof and will cause such Material Subsidiary to become a Subsidiary Loan Party. (b) If, at any time, the Collateral aggregate revenue or assets (on a non-consolidated basis) of Holdings, the Borrower and Guarantee Requirement those Subsidiaries that are then Subsidiary Loan Parties are less than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more other Subsidiaries to be satisfied with respect to become additional Subsidiary Loan Parties, as provided in this Section 5.10, within ten (10) Business Days after such revenues or assets become less than the Aggregate Subsidiary Threshold so that after including the revenue or assets of any Equity Interest in such additional Subsidiary Loan Parties, the aggregate revenue or assets (on a non-consolidated basis) of Holdings, the Borrower and all such Subsidiary held by a Loan Party and any Indebtedness of such Parties would equal or exceed the Aggregate Subsidiary owed to a Loan Party. If Threshold. (c) The Borrower may elect at any time to have any Subsidiary that is not then a become an additional Subsidiary Loan Party, other than Party as provided in this Section 5.10. (Ad) an Insignificant Subsidiary, (B) prior to Upon the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary occurrence and is permitted by applicable law or regulation (without during the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect continuation of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under Event of Default, if the Loan Documents)Required Lenders so direct, the Borrower shall promptly (i) cause all of its Subsidiaries to become additional Subsidiary Loan Parties, as provided in this Section 5.10, within ten (A10) Business Days after the Borrower's receipt of written confirmation of such direction from the Administrative Agent. (e) A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Administrative Agent a Subsidiary Guaranty Supplement and an Indemnity and Contribution Agreement Supplement, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.1(vii), and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to Guarantee be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Facility Obligations Subsidiary Guaranty Agreement or Indemnity and Contribution Agreement, except in connection with a sale of such Subsidiary Loan Party's Capital Stock or assets pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y)Section 7.6, on terms no less favorable to the Lenders than those applicable under such Guarantee of a merger consolidation or other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied fundamental change with respect to such SubsidiarySubsidiary Loan Party described in Section 7.3 or otherwise expressly permitted pursuant to Sections 5.3, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes 7.3 or 7.6 of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form this Agreement or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior consented to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) in writing by all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateLenders.

Additional Subsidiaries. If As soon as practicable (but in any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, event within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A10) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (days in the case of any Restricted Subsidiary described that owns or operates a dealership, and thirty (30) days in clause the case of any other Restricted Subsidiary (yor, in either such case, such longer period as the Administrative Agent may agree in its sole discretion) after the acquisition, creation or designation of any Restricted Subsidiary (or the date a Subsidiary otherwise qualifies as a Restricted Subsidiary), on terms no less favorable cause to be delivered to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions Administrative Agent each of the Collateral following: (a) a Joinder Agreement duly executed by such Restricted Subsidiary with all schedules and Guarantee Requirement to be satisfied information thereto appropriately completed with respect to such Subsidiary, whereupon such Restricted Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVbecoming a “Used Vehicle Borrower” and a “Subsidiary Guarantor”, if such Restricted Subsidiary owns or operates a dealership, (ii) prior to the PAETEC Notes Redemption Datebecoming a “New Vehicle Borrower” and a “Subsidiary Guarantor”, any Qualified PAETEC Group Member if such Restricted Subsidiary is a Specified Subsidiary, and (iii) any Special Purpose Receivables Subsidiarybecoming a “Subsidiary Guarantor”, if such Restricted Subsidiary does not own or operate a dealership; (b) after a Joinder Agreement (or an amendment to a Joinder Agreement or a supplement to the Sixth ARCA Effective Date unless either (xPledge Agreement or Escrow and Security Agreement, as applicable) all by the direct owner of the Equity Interests in such Restricted Subsidiary, which Joinder Agreement (or amendment or supplement) effects the pledge of the Equity Interests of such Restricted Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Pledge Agreement or the escrow of the Equity Interests of such Restricted Subsidiary pursuant to the Escrow and Security Agreement, as the case may be; (c) UCC financing statements naming such Subsidiary as “Debtor” and naming the Revolving Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its counsel to be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of the Revolving Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such Joinder Agreement and shall have satisfied other Security Instruments to the other provisions extent such Lien may be perfected by UCC filings; (d) unless the Administrative Agent expressly waives such requirement in accordance with Section 10.01, in the case of any single Acquisition or any related series of Acquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, an opinion or opinions of counsel to such Restricted Subsidiary dated as of the Collateral date of delivery of such Joinder Agreements (and Guarantee Requirement other Loan Documents) provided for in this Section 6.14 and addressed to the Administrative Agent, in form and substance acceptable to the Administrative Agent; (e) the documents described in Sections 4.01(a)(iii), (iv), (vii), (xiii), (xiv) and (xxiv) with respect to such Restricted Subsidiary. Prior ; (f) evidence satisfactory to the PAETEC Notes Redemption DateAdministrative Agent that all taxes, filing fees, recording fees related to the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any perfection of the PAETEC Group MembersLiens securing the Obligations have been paid and all reasonable costs and expenses of the Administrative Agent in connection therewith have been paid. For the avoidance of doubtIn addition, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject such Subsidiary shall use commercially reasonable efforts to deliver promptly to the requirements set forth Administrative Agent a Landlord Waiver with respect to any real property leased by such Subsidiary, which Landlord Waiver is duly executed by the applicable landlord and in this Section 5.10 shall be subject form and substance reasonably satisfactory to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateAdministrative Agent.

Additional Subsidiaries. If Within 30 days (or, with respect to clause (iii) below, 60 days) after the creation or acquisition of any additional SubsidiarySubsidiary by any Credit Party, such Credit Party (other than an Insignificant new Subsidiaries that become Additional Borrowers pursuant to Section 2.16) shall cause to be executed and delivered, (i) by such new Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary Guaranty Agreement pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations, (ii) by such new Subsidiary, is formed or acquired after a Guarantor Security Agreement pursuant to which the Sixth ARCA Effective Date, Agent (for the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent benefit of itself and the Lenders) shall be granted a first priority (subject to Permitted Encumbrances) and perfected security interest in all Collateral Agent thereof and cause (as defined in the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness Security Agreement) of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, either (x) is property in which a wholly-owned Domestic Subsidiary security interest can be granted and is permitted by applicable law or regulation (without perfected under the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations Code or (y) Guarantees Intellectual Property registered with the United States Patent and Trademark Office or the United States Copyright Office, (iii) by such new Subsidiary if it owns any Loan Party’s obligations real property, a Mortgage in respect form and substance reasonably satisfactory to Agent) pursuant to which the Agent (for the benefit of any AC Holdings Bonds or any itself and the Lenders) shall be granted a first priority (subject to Permitted Encumbrances) and perfected Lien in such Mortgaged Properties together with the other Indebtedness documents relating to such Mortgaged Properties described in Section 6.13, (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (Aiv) by such Subsidiary if it owns any Intellectual Property that is registered with the United States Patent and Trademark Office or the United States Copyright Office, an Intellectual Property Security Agreement in substantially the form of the Intellectual Property Security Agreement delivered by the other Credit Parties on the Closing Date (or otherwise in form and substance reasonably satisfactory to Guarantee the Facility Obligations Agent) and pursuant to which the Guarantee Agent (for the benefit of itself and the Lenders) shall be granted a first priority (subject to Permitted Encumbrances) and perfected security in all of such Intellectual Property, (v) by the Credit Party that is such Subsidiary’s direct parent company or companies, a Pledge Agreement (substantially in the case form of any the Pledge Agreement delivered by the other Credit Parties on the Closing Date (or otherwise in form and substance reasonably satisfactory to the Agent) and pursuant to which all of the Stock of such new Subsidiary owned by each such parent company shall be pledged to the Collateral Agent (for the benefit of itself and the Lenders) on a first priority and perfected basis to secure the Obligations, and (vi) by the applicable Credit Parties, such other related documents (including closing certificates, legal opinions and other documents of the types described in Exhibit I) as the Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent; provided, however, that clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtednessi) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior above shall not apply to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests newly-formed Subsidiary that becomes an Additional Borrower in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement accordance with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date2.16.

Additional Subsidiaries. If (a) In theSubject to Bankruptcy Law, the terms of the DIP Order and any additional Subsidiaryrequired approvals by the Bankruptcy Court with respect to each Debtor, other than an Insignificant Subsidiaryin the event that, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after subsequent to the Sixth ARCA Effective Date, the Borrower willany Direct Wholly Owned Domestic Subsidiary becomes a Significant Subsidiary, whether pursuant to an acquisition or otherwise, (x) within ten twenty (20) Business Days after the date such Direct Wholly Owned Domestic Subsidiary is formed or acquiredbecomes a Significant Subsidiary, the Borrower shall notify the Administrative Agent and the Collateral Agent Lenders thereof and (y) within twenty (20) Business Days thereafter, the Borrower shall cause such Direct Wholly Owned Domestic Subsidiary to Guarantee the Obligations pursuant to Article XI. In addition, to the extent the Capital Stock of such Direct Wholly Owned Domestic Subsidiary is not already pledged, within twenty (20) Business Days after the date that the Borrower gives the Administrative Agent and the Lenders notice that such Direct Wholly Owned Domestic Subsidiary has become a Significant Subsidiary, the Borrower shall pledge all of the Capital Stock of such Direct Wholly Owned Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering an amendment or supplement to the First and Second Lien Security Agreement, in form and substance satisfactory to the Administrative Agent, and to deliver the original stock certificates, if any, evidencing such Capital Stock to the Administrative Agent (or, in the case of Shared Collateral, the Existing Collateral Agent, as bailee for the Administrative Agent in accordance with the terms of the Intercreditor Agreement), together with appropriate stock powers executed in blank. (b) Subject to Bankruptcy Law, the terms of the DIP Order and Guarantee Requirement to be satisfied any required approvals by the Bankruptcy Court with respect to any Equity Interest each Debtor, subject to Section 7.13, in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Partythe event that, other than (A) an Insignificant Subsidiary, (B) prior subsequent to the PAETEC Notes Redemption Effective Date, any Person becomes a Qualified PAETEC Group MemberDirect Wholly Owned Foreign Subsidiary of the Borrower, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 whether pursuant to an acquisition or (E) a Special Purpose Receivables Subsidiaryotherwise, (x) is a wholly-owned Domestic Subsidiary the Borrower shall promptly notify the Administrative Agent and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or Lenders thereof and (y) Guarantees no later than twenty (20) Business Days after such Person becomes a Direct Wholly Owned Foreign Subsidiary, or if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit (not to exceed thirty (30) additional days), the Borrower shall, or shall cause the owner of the Capital Stock of such Person to, (i) pledge 100% of the Capital Stock of such Direct Wholly Owned Foreign Subsidiary to the Administrative Agent as security for the Obligations pursuant to an amendment or supplement to the First and Second Lien Security Agreement, or a separate pledge agreement, in either case in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original stock certificates evidencing such pledged Capital Stock, together with appropriate stock powers executed in blank, to the Administrative Agent (or, in the case of Shared Collateral, the Existing Collateral Agent), and (iii) if requested by the Administrative Agent, deliver all such other documentation (including without limitation, lien searches, legal opinions and certified organizational documents) and to take all such other actions as Borrower would have been required to deliver and take pursuant to Section 3.1 if such Direct Wholly Owned Foreign Subsidiary had been a Direct Wholly Owned Foreign Subsidiary on the Effective Date. (c) Subject to Bankruptcy Law, the terms of the DIP Order and any Loan Party’s obligations required approvals by the Bankruptcy Court with respect to each Debtor, subject to Section 7.13, if the Borrower forms or acquires any Direct Wholly Owned Domestic Subsidiary after the Effective Date, no later than twenty (20) Business Days after the date of formation or acquisition of such Direct Wholly Owned Domestic Subsidiary, or if the Administrative Agent determines in respect of any AC Holdings Bonds or any other Indebtedness its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit (other than Indebtedness created under the Loan Documentsnot to exceed thirty (30) additional days), the Borrower shall promptly cause (A) pledge all of the Capital Stock of such newly formed or acquired Direct Wholly Owned Domestic Subsidiary to Guarantee the Facility Administrative Agent as security for the Obligations pursuant by executing and delivering an amendment or supplement to the Guarantee Agreement First and Second Lien Security Agreement, in form and substance satisfactory to the Administrative Agent, and to deliver the original stock certificates, if any, evidencing such Capital Stock, together with appropriate stock powers executed in blank, to the Administrative Agent (or, in the case of Shared Collateral, the Existing Collateral Agent, as bailee for the Administrative Agent in accordance with the terms of the Intercreditor Agreement following the execution thereof). (d) TheSubject to Bankruptcy Law, the terms of the DIP Order and any Subsidiary described in clause required approvals by the Bankruptcy Court with respect to each Debtor, the Borrower agrees that, following the delivery of any Security Documents required to be executed and delivered under this Section 5.10, the Administrative Agent shall have a valid and enforceable perfected Lien on the property required to be pledged pursuant to clauses (ya), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness(b) and (Bc) the other provisions above, in each case prior and superior in right to any Lien granted in favor of the Collateral and Guarantee Requirement any Person that is prohibited hereunder. All actions to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations taken pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject at the expense of the Borrower or the applicable Loan Party, and shall be taken to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datereasonable satisfaction of the Administrative Agent.

Additional Subsidiaries. If Within twenty days after the time that any additional Person becomes a Material Domestic Subsidiary as a result of the creation of such Material Domestic Subsidiary, other than an Insignificant Subsidiaryacquisition, a Notes SPV or a Special Purpose Receivables Subsidiaryotherwise, then, unless such Material Domestic Subsidiary is formed or acquired after the Sixth ARCA Effective Date, merged into the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify (with the Administrative Agent and Borrower being the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (Bsurviving Person) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Memberexpiration of such twenty day period, (Ca) 100% of such Material Domestic Subsidiary’s Equity Interests shall be pledged to secure the Obligations, and (b) the Administrative Agent shall receive such board resolutions, officer’s certificates, corporate and other documents and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge. Within forty-five days after the time that any Person becomes a Notes SPVMaterial Foreign Subsidiary as a result of the creation of such Material Foreign Subsidiary, an acquisition or otherwise, (Da) any 65% of such Material Foreign Subsidiary’s Equity Interests shall be pledged to secure the Obligations, and (b) the Administrative Agent shall receive such board resolutions, officer’s certificates, corporate and other documents and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge; provided, however, that if a pledge of the Equity Interests of a Material Foreign Subsidiary listed on Schedule 5.10 would result in adverse tax consequences, the Borrower may provide an opinion of counsel acceptable to the Administrative Agent addressing such adverse tax consequences and, upon the consent of the Required Lenders (such consent not to be unreasonably withheld), such pledge shall not be required. Provided further, that if a Material Domestic Subsidiary or (E) a Special Purpose Receivables Subsidiary, (x) Material Foreign Subsidiary is a wholly-owned Domestic Subsidiary and of an entity which is permitted by applicable law or regulation (without already the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations subject of a pledge in respect favor of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created Administrative Agent under the Loan Documents), such Material Domestic Subsidiary or Material Foreign Subsidiary need not be so pledged. Notwithstanding the Borrower foregoing, in no event shall promptly cause (A) such any Broker Dealer Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement be required to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form Guarantor or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datepledgor.

Additional Subsidiaries. If As soon as practicable (but in any additional Subsidiaryevent within 30 days or, other than an Insignificant Subsidiaryin any such case, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify longer period as the Administrative Agent and may agree in its sole discretion) after the Collateral Agent thereof and acquisition, creation or designation of any Subsidiary (or the date a Subsidiary otherwise qualifies as a Material Domestic Subsidiary), cause the Collateral and Guarantee Requirement to be satisfied with respect delivered to any Equity Interest in the Administrative Agent each of the following: (i) a Guaranty Joinder Agreement duly executed by each such Subsidiary held that is a Material Domestic Subsidiary and each Subsidiary that is a Material Foreign Subsidiary of the Borrower that Guarantees other Indebtedness of the Borrower that is covered by a Loan Party and any clause (a) of the definition of Indebtedness herein; (ii) required Collateral Documents of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Material Domestic Subsidiary, (B) prior to the PAETEC Notes Redemption Date, including a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted Security Joinder Agreement duly executed by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee cover any additional Collateral (including, without limitation, Pledged Collateral and IP Collateral) (with all schedules thereto appropriately completed) or a Security Agreement Supplement, as applicable, with all schedules thereto appropriately completed, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise naming such Subsidiary as “Debtor” and naming the Facility Obligations pursuant Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on Collateral conferred under such Collateral Document to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under extent such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to Lien may be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and perfected by Uniform Commercial Code filing; (iii) any Special Purpose Receivables Subsidiary) after a Security Joinder Agreement or a Security Agreement Supplement, as applicable, by the Sixth ARCA Effective Date unless either (x) all direct owner of the Equity Interests in such Subsidiary shall be directly held by a Loan Party Subsidiary, which Security Joinder Agreement (or (yamendment or supplement) effects the pledge of the Equity Interests of such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Security Agreement, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise naming such pledgor as “Debtor” and naming the Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on such Equity Interests; (iv) if requested by the Administrative Agent, an opinion of counsel to the Subsidiary dated as of the date of delivery of the Guaranty Joinder Agreement and shall have satisfied other Loan Documents provided for in this Section 6.12 and addressed to the other provisions Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, including opinions, assumptions and qualifications similar to those contained in the opinions of counsel delivered pursuant to Section 4.01(a); (v) the Collateral and Guarantee Requirement documents described in Sections 4.01(a), as applicable, with respect to such Subsidiary. Prior to ; and (vi) if requested by the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from Administrative Agent in its sole discretion and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth commercially reasonable efforts of such Subsidiary to obtain such Landlord Waivers, Landlord Waivers with respect to any real property leased by such Subsidiary that is a Material Domestic 103167989_7 Subsidiary, which Landlord Waivers are duly executed by the applicable landlords and in this Section 5.10 shall be subject form and substance reasonably satisfactory to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateAdministrative Agent.

Additional Subsidiaries. If Not allow any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Subsidiary to be acquired or a Special Purpose Receivables Subsidiary, is formed or acquired established by any Obligor after the Sixth ARCA Effective Date, Closing Date without the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify prior written consent of the Administrative Agent and the Collateral Required Lenders and to the extent such consent is furnished, the Parent shall: (i) On or prior to each date hereafter upon which a Person shall have become a Material Subsidiary of the Parent, (a) deliver such certificates, stock powers and other documents as would be required by Section 5.11(a)(ii) and/or Section 5.11(c)(ii) as if such Material Subsidiary were a Material Subsidiary as of the first Borrowing Date or as otherwise may be required hereby and/or by the Borrowers Security Agreement and/or by the Subsidiary Guaranty and Security Agreement and such other documents as the Agent thereof and cause shall request; provided, that, to the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in extent such new Material Subsidiary held by is not a Loan Party and any Indebtedness Subsidiary of a Obligor, the owner of the Capital Stock of such new Material Subsidiary owed shall execute all documentation reasonably requested by the Agent in order to effect the pledge to the Agent, for the ratable benefit of the Lenders, of (A) 100% of the issued and outstanding Capital Stock of such new Material Subsidiary to the extent it is a Loan Party. If at any time any Domestic Subsidiary or a Foreign Subsidiary that has Check-the-Box Status and (B) 65% of the issued and outstanding Capital Stock of such new Material Subsidiary to the extent it is a Foreign Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiarydoes not have Check-the Box Status, (Bb) prior cause each such Material Subsidiary that is a Domestic Subsidiary to become a party to the PAETEC Notes Redemption Date, Subsidiary Guaranty and Security Agreement and provide and execute all documents requested by the Agent to perfect a Qualified PAETEC Group Member, Lien in Collateral granted thereunder (C) a Notes SPV, (D) any to the extent such Material Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without owns Property of the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations type described as Collateral in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other IndebtednessGuaranty and Security Agreement) and (Bc) cause each such Material Subsidiary that is not a Domestic Subsidiary to execute an Intercompany Demand Note to the order of the Parent or a Subsidiary of the Parent, as the case may be, shall endorse such note in blank and deliver same, together with any related Intercompany Demand Loan Documents, to the Agent (for the ratable benefit of the Lenders), together with all of the other provisions documents necessary to perfect the Agent's first Lien therein. (ii) On or prior to each date hereafter upon which two or more Subsidiaries (which are not individually Material Subsidiaries) hold 15% or more of the Consolidated assets of the Parent or account for more than 15% of the Consolidated EBIDTA, as shown on the most recently delivered financial statements of the Parent and its Subsidiaries (a) deliver such certificates, stock powers and other documents as would be required by Section 5.11(a)(ii) and/or Section 5.11(c)(ii) as if one or more such Subsidiaries were a Material Subsidiary as of the first Borrowing Date or as otherwise may be required hereby and/or by the Borrowers Security Agreement and/or by the Subsidiary Guaranty and Security Agreement and such other documents as the Agent shall request, (b) cause one or more of such Subsidiaries that is a Domestic Subsidiary to become a party to the Subsidiary Guaranty and Security Agreement and provide and execute all documents requested by the Agent to perfect a Lien in Collateral granted thereunder (to the extent such Material Subsidiary owns Property of the type described as Collateral in such Subsidiary Guaranty and Guarantee Requirement Security Agreement) and (c) cause one or more of such Subsidiaries that is not a Domestic Subsidiary to be satisfied with respect execute an Intercompany Demand Note to such the order of the Parent or a Subsidiary of the Parent and the Parent, or its Subsidiary, whereupon as the case may be, shall endorse such Subsidiary will become a “Guarantor” note in blank and “Lien Grantor” deliver same, together with any related Intercompany Demand Loan Documents, to the Agent (for purposes the ratable benefit of the Loan Documents. The Borrower will notLenders), and will not permit any together with all of its Subsidiaries tothe other documents necessary to perfect the Agent's first Lien therein so that, form or acquire any Subsidiary (other than Insignificant Subsidiaries after the delivery of the documents and other than items required under sub-sections (i) any Notes SPV), (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all ), not more than 10% of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions Consolidated assets of the Collateral Parent is held by, and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any more than 10% of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, Consolidated EBITDA is attributable to any Qualified PAETEC Group Member two or more Subsidiaries which are not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateMaterial Subsidiaries.

Additional Subsidiaries. If (a) In the event that any additional SubsidiaryPerson becomes both a Domestic Subsidiary and a Material Subsidiary of a Borrower, other than whether pursuant to an Insignificant Subsidiaryacquisition or otherwise, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after (x) the Sixth ARCA Effective Date, the Administrative Borrower will, within ten Business Days after such Subsidiary is formed or acquired, shall promptly notify the Administrative Agent and the Collateral Agent thereof and cause Lenders of the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness creation or acquisition of such Subsidiary owed and (y) within thirty (30) days thereafter, the Borrowers shall cause such Person to become a Subsidiary Loan Party. If , as provided in clause (d) below, and shall pledge, or cause any Person owning Capital Stock of such Person to pledge, all Capital Stock of such Person to the Administrative Agent as security for the Obligations by executing and delivering a new Pledge Agreement or a joinder to an existing Pledge Agreement, and delivering the original stock certificates evidencing such Capital Stock to the Administrative Agent, together with appropriate stock powers executed in blank. (b) If, at any time, the aggregate revenue or assets (on a non-consolidated basis) of the Borrowers and their Subsidiaries that are then Subsidiary Loan Parties are less than the Aggregate Subsidiary Threshold, then the Borrowers shall cause one or more other Subsidiaries to become additional Subsidiary Loan Parties, as provided in clause (d) below, within thirty (30) days after such revenues or assets become less than the Aggregate Subsidiary Threshold so that after including the revenue and assets of any such additional Subsidiary Loan Parties, the aggregate revenue and assets (on a non-consolidated basis) of the Borrowers and all such Subsidiary Loan Parties would equal or exceed such Aggregate Subsidiary Threshold. (c) The Borrowers may elect at any time to have any Subsidiary that is not then a become an additional Subsidiary Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described Party as provided in clause (y)d) below. Upon the occurrence and during the continuation of any Event of Default, on terms no less favorable if the Required Lenders so direct, the Borrowers shall (i) cause all of their Subsidiaries to become additional Subsidiary Loan Parties, as provided in clause (d) below, within ten (10) Business Days after the Administrative Borrower’s receipt of written confirmation of such direction from the Administrative Agent. (d) A Subsidiary shall become a Subsidiary Loan Party by (i) executing and delivering to the Lenders than those Administrative Agent joinders, in form and substance reasonably satisfactory to the Administrative Agent, to the Subsidiary Guaranty Agreement, Security Agreement and, to the extent such Subsidiary owns Capital Stock of another Person, the applicable under Pledge Agreement, (ii) executing and delivering to the Administrative Agent a Copyright Security Agreement, a Patent Security Agreement and a Trademark Security Agreement to the extent such Guarantee of other IndebtednessSubsidiary owns any Copyrights, Patents or Trademarks, as applicable, (iii) and (B) filing, or at the other provisions request of the Collateral Administrative Agent authorizing the filing of, all such UCC financing statements or similar instruments required by the Administrative Agent to perfect Liens in favor of the Administrative Agent and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes granted under any of the Loan Documents. The Borrower will not, (iv) delivering the original stock certificates evidencing any Capital Stock pledged by such Person to the Administrative Agent, together with appropriate stock powers executed in blank, (v) granting Liens in favor of the Administrative Agent in all owned Real Estate and in all leased Real Estate with a remaining lease term of five years or more or otherwise deemed material by the Administrative Agent in its reasonably discretion by executing and delivering to the Administrative Agent such Real Estate Documents as the Administrative Agent shall reasonably require, and will not permit any of its Subsidiaries to(vi) delivering all such other documentation (including without limitation, form or acquire any lien searches, title insurance policies, surveys, environmental reports, legal opinions, landlord waivers, and certified organizational documents) and taking all such other actions as such Person would have been required to deliver and take pursuant to Section 3.1 if such Person had been a Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior Loan Party on the Closing Date. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such be a Subsidiary shall be directly held by a Loan Party or (y) such be entitled to be released or discharged from its obligations under the Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement Guaranty Agreement. All joinders and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form documents executed or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in delivered under this Section 5.10 shall be subject in form and substance reasonably satisfactory to the requirements set forth Administrative Agent. (e) In the event that any Person becomes a Non-U.S. Subsidiary owned directly by a Borrower or a Domestic Subsidiary of a Borrower, whether pursuant to an acquisition or otherwise, (x) the Administrative Borrower shall promptly notify the Administrative Agent and the Lenders thereof and (y) no later than thirty (30) days after such Person becomes a Non-U.S. Subsidiary, or if the Administrative Agent determines in this its reasonable discretion that the Borrowers are working in good faith, such longer period as the Administrative Agent shall permit not to exceed sixty (60) additional days, the applicable Borrowers shall, or shall cause its Domestic Subsidiary owning such Person, (i) to pledge all of the Capital Stock of such Non-U.S. Subsidiary (or if the pledge of all of the voting Capital Stock of such Non-U.S. Subsidiary would result in materially adverse tax consequences, then such pledge shall be limited to sixty-five percent (65%) of the voting Capital Stock and one hundred percent (100%) of the non-voting Capital Stock owned by any Borrower or any Domestic Subsidiary, as applicable) to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, (ii) to deliver the original stock certificates evidencing such pledged Capital Stock, together with appropriate stock powers executed in blank and (iii) to deliver all such other documentation (including without limitation, lien searches, legal opinions, landlord waivers, and certified organizational documents) and to take all such other actions as such Borrower or such Domestic Subsidiary would have been required to deliver and take pursuant to Section 5.10 as 3.1 if such Qualified PAETEC Group Member became Subsidiary had been a Non-U.S. Subsidiary on such datethe Closing Date.

Additional Subsidiaries. If (a) any additional Subsidiary, other than an Insignificant Subsidiary, Subsidiary of a Notes SPV or a Special Purpose Receivables Subsidiary, Loan Party is formed or acquired after the Sixth ARCA Effective Closing Date, the Borrower willshall promptly notify the Administrative Agent and the Lenders and (i) if such additional Subsidiary is a Domestic Subsidiary, the Borrower shall cause such Subsidiary to become a party to (A) this Agreement and the Guaranty, as a Guarantor, and (B) each Domestic IP Agreement and each other applicable security document in the manner provided therein, in each case within ten three (3) Business Days after such Subsidiary is formed or acquiredacquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Administrative Agent (at the direction of the Requisite Lenders) shall reasonably request; and (ii) if any Stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause certificates and promissory notes evidencing such Stock and Indebtedness to be pledged to secure the Obligations within three (3) Business Days after such Subsidiary is formed or acquired and (b) any Subsidiary which is not a Loan Party commences a case under chapter 11 of the Bankruptcy Code which is administratively consolidated with the Case, the Borrower shall immediately notify the Administrative Agent and shall cause such Subsidiary to become a party to (A) this Agreement and the Collateral Agent thereof Guaranty, as a Guarantor and cause (B) each Domestic IP Agreement and each other applicable security document in the Collateral and Guarantee Requirement to be satisfied manner provided therein (or, with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Domestic Subsidiary, such other loan agreements, NY 72168370v12 guaranties, pledge agreements, security agreements or other documents as the Administrative Agent (Bat the direction of the Requisite Lenders) prior may request, which, in each case, shall be in form and substance reasonably acceptable to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan DocumentsRequisite Lenders), the Borrower shall promptly cause in each case within three (A3) Business Days after such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the Subsidiary’s case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions chapter 11 of the Collateral Bankruptcy Code is administratively consolidated with the Case and Guarantee Requirement promptly take such actions to be satisfied with respect to create and perfect Liens on such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes ’s assets to secure the Obligations as the Administrative Agent (at the direction of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (iRequisite Lenders) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datereasonably request.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than Restricted Subsidiary of Holdings that is not an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Excluded Subsidiary is formed or acquired after the Sixth ARCA Effective Date, the Borrower (ii) any Restricted Subsidiary of Holdings ceases to be an Excluded Subsidiary or (iii) Holdings, at its option, elects to cause an Excluded Subsidiary to become a Subsidiary Loan Party, then Holdings will, within ten Business Days 60 days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after (x) such newly formed or acquired Restricted Subsidiary is formed or acquired, (y) such Restricted Subsidiary ceases to be an Excluded Subsidiary or (z) Holdings has made such election, notify the Administrative Agent and the Collateral Agent thereof and will cause such Restricted Subsidiary to comply with the Collateral and Guarantee Requirement with respect to be satisfied such Restricted Subsidiary and with respect to any Equity Interest in such Subsidiary held by a Loan Party and any or Indebtedness of such Restricted Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed owned by or on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees behalf of any Loan Party’s obligations in respect of any AC Party within 60 days after such notice (or such longer period as the Administrative Agent shall reasonably agree). Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), and the Borrower shall promptly deliver or cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant be delivered to the Guarantee Agreement Administrative Agent a completed Perfection Certificate (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtednessor supplement thereof) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Restricted Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held signed by a Loan Party or (y) such Subsidiary shall have Guaranteed Responsible Officer, together with all attachments contemplated thereby concurrently with the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions satisfaction of the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary. (b) Notwithstanding the foregoing, in the event any Material Real Property would be required to be mortgaged pursuant to this Section 5.09, the applicable Loan Party shall be required to comply with the “Collateral and Guarantee Requirement” as it relates to such Material Real Property within 90 days following the later of the date such Loan Party becomes a Loan Party and the acquisition of such Material Real Property, or such longer time period as agreed by the Administrative Agent in its reasonable discretion; provided that if Holdings has used its reasonable efforts to provide the documentation reasonably requested by the Lenders to obtain a “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination and the flood insurance compliance items listed in clause (e)(iii) of the definition of “Collateral and Guarantee Requirements”, in the event that any such flood insurance diligence is not completed by the Lenders by the date by which the applicable Loan Party is required to execute and deliver a Mortgage, such Loan Party shall instead execute and deliver such Mortgage within a reasonable period upon receipt of written notice from the Administrative Agent that such flood insurance diligence is complete (or such longer time period as agreed by the Administrative Agent in its reasonable discretion). (c) With respect to each Non-U.S. Guarantor (or any Subsidiary that is required to become a Non-U.S. Guarantor after the Effective Date, as specified on Schedule 1.01(d)), Holdings shall cause such Subsidiary to enter into the documentation specified on Schedule 1.01(d) by the date specified therein. Prior Holdings will also cause each French Guarantor owned as of the Effective Date to, concurrently with its entry into the French Law Security Documents within 90 days following the Effective Date, execute and deliver a joinder to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateGuarantee Agreement.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, Restricted Subsidiary (other than an Insignificant Excluded Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, ) is formed or acquired after the Sixth ARCA Effective Closing Date, (ii) if any Subsidiary ceases to be an Excluded Subsidiary or (iii) if the Borrower, at its option, elects to cause a Domestic Subsidiary that is not a Wholly Owned Subsidiary to become a Subsidiary Loan Party, then, the Borrower will, within ten Business Days on or prior to the later to occur of (i) 60 days following the date of such creation, acquisition, cessation or election and (ii) the earlier of the date of the required delivery of the next Compliance Certificate pursuant to Section 5.01(d) following such creation, acquisition, cessation or election and the date which is 45 days after the end of the most recently ended fiscal quarter of the Borrower (or such Subsidiary is formed or acquired, notify later date as may be agreed to by the Administrative Agent and the Collateral Agent thereof and in its reasonable discretion) will cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Restricted Subsidiary held by a Loan Party and any Indebtedness of (unless such Restricted Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Excluded Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Loan Party. (b) Within sixty (60) days (or such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. Prior , to the PAETEC Notes Redemption Dateextent not already satisfied pursuant to Section 5.11(a). (c) Notwithstanding the foregoing, in the event any real property which would qualify as Material Real Property is owned in fee by any Loan Party after the Closing Date (including any Subsidiary on or after the time it becomes a Loan Party pursuant to this Section 5.11) (including any such real property acquired pursuant to a Division/Series Transaction), the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 such other Loan Party shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such Material Real Property within ninety (90) days (or such longer period as may be agreed to by the Administrative Agent in this Section 5.10 as if its reasonable discretion) following the acquisition of such Qualified PAETEC Group Member became a Subsidiary on Material Real Property or the formation or acquisition of such dateLoan Party.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Domestic Subsidiary of any Borrower is formed or acquired after the Sixth ARCA Effective Closing Date, the Lead Borrower willwill promptly notify the Agents and the Lenders thereof and (i) if a wholly owned Domestic Subsidiary, the Borrowers will cause each such Domestic Subsidiary, to become a Borrower or Facility Guarantor hereunder, as the Administrative Agent or the Lead Borrower may request, and under each applicable Security Document in the manner provided therein within ten Business thirty (30) days after such Domestic Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Domestic Subsidiary’s assets to secure the Obligations as any Agent shall reasonably request and (ii) if any shares of capital stock or Indebtedness of such Domestic Subsidiary (whether or not wholly owned) are owned by or on behalf of any Borrower, the Borrowers will cause such shares and promissory notes evidencing such Indebtedness to be pledged within thirty (30) Days after such Domestic Subsidiary is formed or acquired. (b) If any additional Material Foreign Subsidiary of any Borrower is formed or acquired after the Closing Date or if a Foreign Subsidiary becomes a Material Foreign Subsidiary, the Lead Borrower will notify the Administrative Agent Agents and the Collateral Agent Lenders thereof and the Borrowers shall cause 65% of the Collateral and Guarantee Requirement outstanding shares of Voting Stock of such Material Foreign Subsidiary (or such lesser percentage as is owned by any such Borrower) to be satisfied with respect to any Equity Interest in pledged within sixty (60) days after such Material Foreign Subsidiary is formed or acquired or such Subsidiary held by becomes a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Material Foreign Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, Wholly Owned Subsidiary that is a Notes SPV Domestic Subsidiary is acquired or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Dateby Company, the Borrower will, Company shall within ten fifteen (15) Business Days after such Wholly Owned Subsidiary is formed acquired or acquiredformed: (i) if such Wholly Owned Subsidiary is a corporation, notify execute a stock pledge agreement in substantially the Administrative Agent and same form as the Stock Pledge Agreement (or enter into an amendment or joinder to the Stock Pledge Agreement) pledging to the Collateral Agent thereof all of the stock or other evidence of ownership interest it presently holds and cause acquires in such Wholly Owned Subsidiary, and the Collateral Company shall deliver along with such Stock Pledge Agreement, joinder or amendment the securities described therein and Guarantee Requirement a stock power, all of which shall be in form and substance satisfactory to Required Holders; provided that a stock pledge agreement in the same form as the Stock Pledge Agreement shall be deemed to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior satisfactory to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVRequired Holders, (ii) prior if such Wholly Owned Subsidiary is not a corporation, execute one or more security agreements in substantially the same form as a Pledge Agreement entered into on the date hereof or otherwise satisfactory to the PAETEC Notes Redemption DateRequired Holders, any Qualified PAETEC Group Member pledging to the Collateral Agent all of the ownership interest the Company holds and acquires in such Wholly Owned Subsidiary, including, without limitation, all presently existing and hereafter arising right, title, and interest in and to distributions, payments, general intangibles, accounts, and other tangible and intangible property and (iii) any Special Purpose Receivables Subsidiary) after cause such Wholly Owned Subsidiary to execute a Guaranty Agreement and an Indemnity and Contribution Agreement (or appropriate amendments or joinders to the Sixth ARCA Effective Date unless either (x) existing Guaranty Agreement and Indemnity and Contribution Agreement), all of the Equity Interests in such Subsidiary which shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant in form and substance satisfactory to the Guarantee Agreement Collateral Agent and shall have satisfied the other provisions holders of the Notes. The Collateral and Guarantee Requirement with respect Agent is hereby authorized to file such Subsidiary. Prior UCC financing statements necessary to perfect the PAETEC Notes Redemption Datesecurity interests described herein, all without the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose necessity of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateCompany’s execution thereof.

Additional Subsidiaries. If any additional Subsidiary(a) In the event that, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after subsequent to the Sixth ARCA Effective Date, the Borrower willany Direct Wholly Owned Domestic Subsidiary becomes a Significant Subsidiary, whether pursuant to an acquisition or otherwise, (x) within ten twenty (20) Business Days after the date such Direct Wholly Owned Domestic Subsidiary is formed or acquiredbecomes a Significant Subsidiary, the Borrower shall notify the Administrative Agent and the Collateral Agent Lenders thereof and (y) within twenty (20) Business Days thereafter, the Borrower shall cause such Direct Wholly Owned Domestic Subsidiary to Guarantee the Collateral and Guarantee Requirement Obligations pursuant to be satisfied with respect Article XI. In addition, to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness the extent the Capital Stock of such Direct Wholly Owned Domestic Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then already pledged, within twenty (20) Business Days after the date that the Borrower gives the Administrative Agent and the Lenders notice that such Direct Wholly Owned Domestic Subsidiary has become a Loan Party, other than (A) an Insignificant Significant Subsidiary, (B) prior the Borrower shall pledge all of the Capital Stock of such Direct Wholly Owned Domestic Subsidiary to the PAETEC Notes Redemption Administrative Agent as security for the Obligations by executing and delivering an amendment or supplement to the First and Second Lien Security Agreement, in form and substance satisfactory to the Administrative Agent, and to deliver the original stock certificates, if any, evidencing such Capital Stock to the Administrative Agent (or, in the case of Shared Collateral, the Existing Collateral Agent, as bailee for the Administrative Agent in accordance with the terms of the Intercreditor Agreement), together with appropriate stock powers executed in blank. (b) Subject to Section 7.13, in the event that, subsequent to the Effective Date, any Person becomes a Qualified PAETEC Group MemberDirect Wholly Owned Foreign Subsidiary of the Borrower, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 whether pursuant to an acquisition or (E) a Special Purpose Receivables Subsidiaryotherwise, (x) is a wholly-owned Domestic Subsidiary the Borrower shall promptly notify the Administrative Agent and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or Lenders thereof and (y) Guarantees no later than twenty (20) Business Days after such Person becomes a Direct Wholly Owned Foreign Subsidiary, or if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit (not to exceed thirty (30) additional days), the Borrower shall, or shall cause the owner of the Capital Stock of such Person to, (i) pledge 100% of the Capital Stock of such Direct Wholly Owned Foreign Subsidiary to the Administrative Agent as security for the Obligations pursuant to an amendment or supplement to the First and Second Lien Security Agreement, or a separate pledge agreement, in either case in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original stock certificates evidencing such pledged Capital Stock, together with appropriate stock powers executed in blank, to the Administrative Agent (or, in the case of Shared Collateral, the Existing Collateral Agent), and (iii) if requested by the Administrative Agent, deliver all such other documentation (including without limitation, lien searches, legal opinions and certified organizational documents) and to take all such other actions as Borrower would have been required to deliver and take pursuant to Section 3.1 if such Direct Wholly Owned Foreign Subsidiary had been a Direct Wholly Owned Foreign Subsidiary on the Effective Date. (c) Subject to Section 7.13, if the Borrower forms or acquires any Loan Party’s obligations Direct Wholly Owned Domestic Subsidiary after the Effective Date, no later than twenty (20) Business Days after the date of formation or acquisition of such Direct Wholly Owned Domestic Subsidiary, or if the Administrative Agent determines in respect of any AC Holdings Bonds or any other Indebtedness its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit (other than Indebtedness created under the Loan Documentsnot to exceed thirty (30) additional days), the Borrower shall promptly cause (A) pledge all of the Capital Stock of such newly formed or acquired Direct Wholly Owned Domestic Subsidiary to Guarantee the Facility Administrative Agent as security for the Obligations pursuant by executing and delivering an amendment or supplement to the Guarantee Agreement First and Second Lien Security Agreement, in form and substance satisfactory to the Administrative Agent, and to deliver the original stock certificates, if any, evidencing such Capital Stock, together with appropriate stock powers executed in blank, to the Administrative Agent (or, in the case of Shared Collateral, the Existing Collateral Agent, as bailee for the Administrative Agent in accordance with the terms of the Intercreditor Agreement following the execution thereof). (d) The Borrower agrees that, following the delivery of any Subsidiary described in clause Security Documents required to be executed and delivered under this Section 5.10, the Administrative Agent shall have a valid and enforceable perfected Lien on the property required to be pledged pursuant to clauses (ya), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness(b) and (Bc) the other provisions above, in each case prior and superior in right to any Lien granted in favor of the Collateral and Guarantee Requirement any Person that is prohibited hereunder. All actions to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations taken pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject at the expense of the Borrower or the applicable Loan Party, and shall be taken to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datereasonable satisfaction of the Administrative Agent.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Wholly Owned Subsidiary is acquired or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Dateby Borrower, the Borrower willshall within fifteen (15) Business Days after such Wholly Owned Subsidiary is acquired or formed: (i) if such Wholly Owned Subsidiary is a corporation, execute a Stock Pledge Agreement pledging to the Administrative Agent on behalf of Lenders all of the stock or other evidence of ownership interest it presently holds and acquires in such Wholly Owned Subsidiary, and the Borrower shall deliver along with such Stock Pledge Agreement or amendment the securities described therein, a Reg U form, and a stock power, all in form and substance satisfactory to Administrative Agent, (ii) if such Wholly Owned Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the Administrative Agent pledging to the Administrative Agent on behalf of Lenders all of the ownership interest the Borrower holds and acquires in such Wholly Owned Subsidiary, including, without limitation, all presently existing and hereafter arising right, title, and interest in and to distributions, payments, general intangibles, accounts, and other tangible and intangible property and (iii) cause such Wholly Owned Subsidiary to execute a Subsidiary Guarantee Agreement and an Indemnity and Contribution Agreement (or appropriate amendments or joinders to the existing Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement). Administrative Agent is hereby authorized to file such UCC financing statements necessary to perfect the security interests described herein, all without the necessity of Borrower's execution thereof. (b) If any Subsidiary (other than a Wholly Owned Subsidiary) is acquired or formed by a Wholly Owned Subsidiary or the Borrower, the applicable Wholly Owned Subsidiary or Borrower, as applicable, within ten (10) Business Days after such Subsidiary is formed acquired or acquiredformed, notify shall, subject to the Release Provision, execute a Pledge Agreement, pledging its interest in such Subsidiary, and in the event such Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the Administrative Agent pledging to the Administrative Agent on behalf of the Lenders the ownership interest that the Borrower or such applicable Wholly Owned Subsidiary holds and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest acquires in such Subsidiary held by a Loan Party and any Indebtedness of Subsidiary. Administrative Agent is hereby authorized to file such Subsidiary owed UCC financing statements necessary to a Loan Party. If at any time any Subsidiary that is not then a Loan Partyperfect the security interest described herein, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (all without the need to obtain any Governmental Authorizationnecessity of Borrower's or such Wholly Owned Subsidiary's execution thereof. (c) to Guarantee In connection with the Facility Obligations acquisition or (y) Guarantees any Loan Party’s obligations in respect formation of any AC Holdings Bonds Wholly Owned Subsidiary or any other Indebtedness Subsidiary referenced in subparts (other than Indebtedness created under the Loan Documents)a) and (b) above, the Borrower shall promptly also cause (A) such Subsidiary the Administrative Agent to Guarantee receive simultaneously with the Facility Obligations pursuant to documentation referenced above the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions resolution of the Collateral respective Person executing such documentation and Guarantee Requirement to an opinion letter issued by Borrower's legal counsel regarding such matters as may be satisfied with respect to such Subsidiaryreasonably required by the Administrative Agent, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes all without the necessity of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateBorrower's execution thereof.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Restricted Subsidiary is formed or acquired after the Sixth ARCA Effective Agreement Date, (ii) any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iii) the Borrower, at its option, elects to cause a Domestic Subsidiary, or to the extent reasonably acceptable to the Administrative Agent, a Foreign Subsidiary that is not a Wholly Owned Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest) to become a Subsidiary Credit Party, then, the Borrower will, within ten Business Days 30 days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such newly formed or acquired Restricted Subsidiary is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Credit Party within 30 days after such notice (or such longer period as the Administrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate (or supplement thereto) with respect to such Restricted Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby. (b) Within 45 days (or such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after the Borrower identifies any new Material Subsidiary pursuant to Section 6.4(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary. Prior , to the PAETEC Notes Redemption Dateextent not already satisfied pursuant to Section 6.12(a). Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section 6.12, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such real property within 90 days, following the formation or acquisition of such real property or such Restricted Subsidiary or the identification of such new Material Subsidiary, or such longer time period as agreed by the Administrative Agent in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateits reasonable discretion.

Additional Subsidiaries. If As soon as practicable but in any additional event within thirty (30) days following the acquisition, creation or designation of any Restricted Subsidiary (or the date a Subsidiary otherwise qualifies as a Restricted Subsidiary, other than an Insignificant ) cause to be delivered to the Administrative Agent each of the following: (i) a Joinder Agreement duly executed by such Restricted Subsidiary with all schedules and information thereto appropriately completed (including appropriate indications if such Restricted Subsidiary is a Dual Subsidiary, a Notes SPV Silo Subsidiary or a Special Purpose Receivables Powersports Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, ; (ii) prior a Joinder Agreement (or an amendment to a Joinder Agreement or a supplement to the PAETEC Notes Redemption DatePledge Agreement or Escrow and Security Agreement, any Qualified PAETEC Group Member and (iiias applicable) any Special Purpose Receivables Subsidiary) after by the Sixth ARCA Effective Date unless either (x) all direct owner of the Equity Interests in such Restricted Subsidiary, which Joinder Agreement (or amendment or supplement) effects the pledge of the Equity Interests of such Restricted Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Pledge Agreement or the escrow of the Equity Interests of such Restricted Subsidiary pursuant to the Escrow and Security Agreement, as the case may be; (iii) UCC financing statements naming such Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its counsel to be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such Joinder Agreement and shall have satisfied other Security Instruments to the other provisions extent such Lien may be perfected by UCC filings; (iv) unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, in the case of any single Acquisition or any related series of Acquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, an opinion or opinions of counsel to such Restricted Subsidiary dated as of the Collateral date of delivery of such Joinder Agreements (and Guarantee Requirement other Loan Documents) provided for in this Section 6.14 and addressed to the Administrative Agent, in form and substance acceptable to the Administrative Agent; (v) the documents described in Sections 4.01(a)(iii), (iv), (vii), (xii), (xiii), (xx), (xxi) and (xxii) with respect to such Restricted Subsidiary. Prior ; and (vi) evidence satisfactory to the PAETEC Notes Redemption DateAdministrative Agent that all taxes, filing fees, recording fees and other related transaction costs have been paid. In addition, such Subsidiary shall also comply with Section 7.16 (in the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for case of a Silo Subsidiary), Section 7.17 (in the purpose case of reorganizing a Dual Subsidiary), Section 7.26 (in the organizational structure or form case of organization of any of the PAETEC Group Members. For the avoidance of doubt, from a Powersports Subsidiary) and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date7.20.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Effective Dateacquired, Holdings and the Borrower willwill notify the Administrative Agent and the Lenders thereof and if such Subsidiary is a Subsidiary Loan Party, (i) cause such Subsidiary, within ten Business Days after such Subsidiary Loan Party is formed or acquired, notify to become a party to the Subsidiary Guarantee as an additional guarantor thereunder and to the Security Agreement as a "Lien Grantor" thereunder, (ii) deliver all stock certificates representing the capital stock or other Equity Interests of such Subsidiary to the Administrative Agent Agent, together with stock powers and instruments of transfer, endorsed in blank, with respect to such certificates and (iii) take all actions required under the Security Agreement to perfect, register and/or record the Liens granted by it thereunder and the Lien on such capital stock or other Equity Interests or as may be reasonably requested by the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders. (b) If a Collateral Agent thereof Establishment Date has occurred and any Collateral Event is then continuing, such Subsidiary is a Subsidiary Loan Party and the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders so request in writing, Holdings and the Borrower shall (i) within 30 days after such Subsidiary is formed or acquired, cause such Subsidiary to become a party to such Collateral Documents (in addition to the Collateral Security Agreement) as the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders shall request and Guarantee Requirement promptly take such actions as the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders shall reasonably request to be satisfied create and perfect Liens on such of such Subsidiary's assets (in accordance with the standards set forth in Section 5.11B(a)) as the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders shall so request to secure its obligations under the Subsidiary Guarantee, and (ii) within 60 days after such Subsidiary is formed or acquired, cause such Subsidiary to enter into such Mortgage or Mortgages as the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders shall so request with respect to any Equity Interest in or all material real property owned by such Subsidiary held by a to secure some or all of its obligations under the Subsidiary Guarantee and to take such actions (including, without limitation, actions of the type referred to in Section 5.11B(a)) with respect thereto as the Administrative Agent, the Incremental Facility Arrangers or the Required Lenders shall reasonably request. (c) None of the Borrower, Holdings or any Subsidiary Loan Party and shall be required to grant to the Administrative Agent or any Indebtedness Lender, pursuant to the provisions of this Section 5.13, a Lien on any of the following assets: (i) voting Equity Interests of any Foreign Subsidiary representing in excess of 66% of the outstanding voting Equity Interests of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Foreign Subsidiary, (Bii) prior any ADP Property to the PAETEC Notes Redemption Date, extent such ADP Property secures any ADP Obligation and (iii) any other asset subject to a Qualified PAETEC Group Membersecurity interest permitted by clauses (iv), (C) a Notes SPVv), (D) any Subsidiary listed on Schedule 5.10 viii), or (Eix) a Special Purpose Receivables Subsidiaryof Section 6.02 but only, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary asset described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, clauses (ii) prior or (iii), to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after extent the Sixth ARCA Effective Date unless either (x) all granting of such Lien is prohibited by the terms of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations agreement pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to which such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datesecurity interest has been granted.

Additional Subsidiaries. If As soon as practicable but in any additional event within thirty (30) days following the acquisition, creation or designation of any Restricted Subsidiary (or the date a Subsidiary otherwise qualifies as a Restricted Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify ) cause to be delivered to the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions each of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than following: (i) any Notes SPV, a Joinder Agreement duly executed by such Restricted Subsidiary with all schedules and information thereto appropriately completed (including appropriate indications if such Restricted Subsidiary is a Dual Subsidiary or a Silo Subsidiary); (ii) prior a Joinder Agreement (or an amendment to a Joinder Agreement or a supplement to the PAETEC Notes Redemption DatePledge Agreement or Escrow and Security Agreement, any Qualified PAETEC Group Member and (iiias applicable) any Special Purpose Receivables Subsidiary) after by the Sixth ARCA Effective Date unless either (x) all direct owner of the Equity Interests in such Restricted Subsidiary, which Joinder Agreement (or amendment or supplement) effects the pledge of the Equity Interests of such Restricted Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Pledge Agreement or the escrow of the Equity Interests of such Restricted Subsidiary pursuant to the Escrow and Security Agreement, as the case may be; (iii) UCC financing statements naming such Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its counsel to be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such Joinder Agreement and shall have satisfied other Security Instruments to the other provisions extent such Lien may be perfected by UCC filings; (iv) unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, in the case of any single Acquisition or any related series of Acquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, an opinion or opinions of counsel to such Restricted Subsidiary dated as of the Collateral date of delivery of such Joinder Agreements (and Guarantee Requirement other Loan Documents) provided for in this Section 6.14 and addressed to the Administrative Agent, in form and substance acceptable to the Administrative Agent; (v) the documents described in Sections 4.01(a)(iii), (iv), (vii), (xii), (xiii), (xxi), (xxii) and (xxiii) with respect to such Restricted Subsidiary. Prior ; and (vi) evidence satisfactory to the PAETEC Notes Redemption DateAdministrative Agent that all taxes, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubtfiling fees, recording fees and other related transaction costs have been paid; provided that, Sonic FFC 1, Inc., Sonic FFC 2, Inc. and Sonic FFC 3, Inc. shall be excluded from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 6.14 so long as such Persons have no operations other than serving as special purpose entities for the repayment of Indebtedness identified on Schedule 7.03 as of the Closing Date as “Falcon Indebtedness” with proceeds of rental payments received by such Persons in the amount of such payments. In addition, such Subsidiary shall be subject to also comply with Section 7.16 (in the requirements set forth case of a Silo Subsidiary), Section 7.17 (in this the case of a Dual Subsidiary) and Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date7.20.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or Table of Contents acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) Subsidiary or any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary5.10, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings New Notes, any Assumed Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables SubsidiarySubsidiaries) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateParty.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Domestic Subsidiary of any Borrower is formed or acquired after the Sixth ARCA Effective Date, the Lead Borrower willwill promptly notify the Agent and the Lenders thereof and (i) if a wholly owned Domestic Subsidiary, the Borrowers will cause each such Domestic Subsidiary, to become a Borrower or Facility Guarantor hereunder and to deliver all “know your customer” information as reasonably requested by the Agent to comply with the Act, as the Agent or the Lead Borrower may request, and under each applicable Security Document in the manner provided therein within ten Business thirty (30) days after such Domestic Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Domestic Subsidiary’s assets to secure the Obligations as the Agent shall reasonably request and (ii) any shares of capital stock owned, and if any Indebtedness of such Domestic Subsidiary (whether or not wholly owned) are owned, by or on behalf of any Borrower, the Borrowers will cause such shares and promissory notes evidencing such Indebtedness to be pledged within thirty (30) Days after such Domestic Subsidiary is formed or acquired. (b) If any additional Material Foreign Subsidiary of any Borrower is formed or acquired after the Effective Date or if a Foreign Subsidiary becomes a Material Foreign Subsidiary, the Lead Borrower will notify the Administrative Agent and the Collateral Agent Lenders thereof and the Borrowers shall cause 65% of the Collateral and Guarantee Requirement outstanding shares of Voting Stock of such Material Foreign Subsidiary (or such lesser percentage as is owned by any such Borrower) to be satisfied with respect to any Equity Interest in pledged within sixty (60) days after such Material Foreign Subsidiary is formed or acquired or such Subsidiary held by becomes a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Material Foreign Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If any additional Subsidiary, Subsidiary (other than an Insignificant Subsidiary, a Notes SPV or Subsidiary that is a Special Purpose Receivables Subsidiary, party to both the Guarantee Agreement and the Security Agreement) is formed or acquired after the Sixth ARCA Effective Restatement Date, the Borrower willwill notify the Administrative Agent and the Lenders in writing thereof not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired and (a) the Borrower will cause such Subsidiary to (i) execute and deliver each applicable Guarantee Document (or otherwise become a party thereto in the manner provided therein) and become a party to each applicable Security Document in the manner provided therein, within ten in each case not later than the tenth Business Days Day after the date on which such Subsidiary is formed or acquired and (ii) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of the Borrower or any Subsidiary Guarantor or any loans, advances or other debt is owed or owing by any such Subsidiary to the Borrower or any Subsidiary Guarantor, the Borrower will cause such Equity Interests and promissory notes and other instruments evidencing such loans, advances and other debt to be pledged pursuant to the Security Documents not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If In the event the Borrower acquires or creates any additional Subsidiary, Material U.S. Subsidiary (other than an Insignificant Excluded Subsidiary) including by means of any Division, or any existing Subsidiary (other than an Excluded Subsidiary) becomes a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Material U.S. Subsidiary after the Sixth ARCA Effective Date, the Borrower will, shall forthwith promptly (and in any event within ten Business Days thirty (30) days (or such longer time as the Administrative Agent may agree) after the acquisition or creation of such Material U.S. Subsidiary or knowledge of such existing Subsidiary being a Material U.S. Subsidiary) cause such Subsidiary is formed to become a Subsidiary Guarantor by delivering to the Administrative Agent a Subsidiary Guarantee Agreement or acquireda joinder thereto (in the form contemplated thereby), notify duly executed by such Subsidiary, pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Subsidiary Guarantee Agreement, such Subsidiary Guarantee Agreement or joinder to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Partyits counsel. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior Notwithstanding anything herein to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, contrary (Cincluding the five percent (5%) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables threshold in the definition of “Material U.S. Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents”), the Borrower shall promptly will cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any sufficient number of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Excluded Subsidiaries) to be Subsidiary Guarantors in accordance with the requirements of this Section such that, at all times, all Subsidiaries and that are not Subsidiary Guarantors (other than Excluded Subsidiaries), collectively, do not comprise more than fifteen percent (i15%) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party Borrower’s consolidated assets or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions Consolidated EBITDA as of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form end of or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datemost recently ended Reference Period.

Additional Subsidiaries. If As soon as practicable but in any additional event within thirty (30) days following the acquisition, creation or designation of any Restricted Subsidiary (or the date a Subsidiary otherwise qualifies as a Restricted Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify ) cause to be delivered to the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions each of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than following: (i) any Notes SPV, a Joinder Agreement duly executed by such Restricted Subsidiary with all schedules and information thereto appropriately completed (including appropriate indications if such Restricted Subsidiary is a Dual Subsidiary or a Silo Subsidiary); (ii) prior a Joinder Agreement (or an amendment to a Joinder Agreement or a supplement to the PAETEC Notes Redemption DatePledge Agreement or Escrow and Security Agreement, any Qualified PAETEC Group Member and (iiias applicable) any Special Purpose Receivables Subsidiary) after by the Sixth ARCA Effective Date unless either (x) all direct owner of the Equity Interests in such Restricted Subsidiary, which Joinder Agreement (or amendment or supplement) effects the pledge of the Equity Interests of such Restricted Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Pledge Agreement or the escrow of the Equity Interests of such Restricted Subsidiary pursuant to the Escrow and Security Agreement, as the case may be; (iii) UCC financing statements naming such Restricted Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its counsel to be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such Joinder Agreement and shall have satisfied other Security Instruments to the other provisions extent such Lien may be perfected by UCC filings; (iv) unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, in the case of any single Acquisition or any related series of Acquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, an opinion or opinions of counsel to such Restricted Subsidiary dated as of the Collateral date of delivery of such Joinder Agreements (and Guarantee Requirement other Loan Documents) provided for in this Section 6.14 and addressed to the Administrative Agent, in form and substance acceptable to the Administrative Agent; (v) the documents described in Sections 4.01(a)(iii), (iv), (vii), (xiii), (xiv), (xxv) and (xxvi) with respect to such Restricted Subsidiary. Prior ; and (vi) evidence satisfactory to the PAETEC Notes Redemption Administrative Agent that all taxes, filing fees, recording fees and other related transaction costs have been paid; provided that any bankruptcy remote, special purpose Subsidiary formed for the sole purpose of, and engaged solely in the business of, owning real estate and leases thereof, and issuing non- recourse securities in connection with securitizations of such real estate and leases, shall be excluded from the requirements contained in this Section 6.14. Within ninety (90) days after the Closing Date, the Borrower will not permit any PAETEC Group Member Company shall deliver to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any Administrative Agent each of the PAETEC Group Members. For the avoidance of doubtitems required in clauses (i) – (vi) above with respect to Sonic Tysons Corner H, from Inc. and after the PAETEC Notes Redemption DateSonic Tysons Corner Infiniti, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.Inc.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Domestic Subsidiary is formed or acquired after the Sixth ARCA Effective Date, the Borrower willwill notify the Administrative Agent and the Lenders in writing thereof within thirty (30) days after the date on which such Subsidiary is formed or acquired and (a) the Borrower will cause such Domestic Subsidiary to (i)become a party to the Guarantee Agreement in the manner provided therein and execute and deliver, or become a party to, each applicable Security Documents in the manner provided therein, in each case within ten Business Days thirty (30) days after the date on which such Subsidiary is formed or acquired, and (ii) promptly take such actions to create and perfect Liens on such Domestic Subsidiary’s assets to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Capital Securities issued by any such Domestic Subsidiary are owned or held by or on behalf of the Borrower or any Subsidiary Guarantor or any loans, advances or other debt is owed or owing by any such Domestic Subsidiary to the Borrower or any Subsidiary Guarantor, the Borrower will cause all of such Capital Securities of any Domestic Subsidiary and all promissory notes and other instruments evidencing such loans, advances and other debt to be pledged pursuant to the Security Agreement within thirty (30) days after the date on which such Domestic Subsidiary is formed or acquired. (b) If any Foreign Subsidiary is formed or acquired after the Effective Date, the Borrower will notify the Administrative Agent and the Collateral Agent Lenders in writing thereof within thirty (30) days after the date on which such Foreign Subsidiary is formed or acquired, and if any loans, advances or other debt is owed or owing by any such Foreign Subsidiary to the Borrower or any Subsidiary Guarantor, the Borrower will cause all promissory notes and other instruments evidencing and all promissory notes and other instruments evidencing such loans, advances and other debt (excluding intercompany accounts payable incurred in the Collateral and Guarantee Requirement ordinary course of business) to be satisfied with respect pledged pursuant to the Security Agreement within thirty (30) days after the date on which such Foreign Subsidiary is formed or acquired. (c) If any Equity Interest in such Subsidiary held by which is formed or acquired after the Effective Date constitutes a Loan Party and any Indebtedness of such Material Foreign Subsidiary owed to a Loan Party. If or if at any time any Subsidiary that is not then becomes a Loan Party, other than (A) an Insignificant Material Foreign Subsidiary, within (B60) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)days thereafter, the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant will pledge to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable Administrative Agent or cause to be pledged to the Lenders than those applicable under such Guarantee of other IndebtednessAdministrative Agent sixty-five percent (65%) and (B) the other provisions of the Collateral and Guarantee Requirement outstanding Capital Securities of such Material Foreign Subsidiary by delivery to be satisfied with respect to the Administrative Agent of (i) a complete copy of the organizational documents of such Subsidiary, whereupon together with a certificate of status or good standing if such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes certificates are issued by the jurisdiction of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVformation, (ii) prior a duly executed supplement or amendment to the PAETEC Notes Redemption DateSecurity Agreement and other such agreements, any Qualified PAETEC Group Member instruments, and documents, in form and substance satisfactory to the Administrative Agent, as may be required under the applicable laws (including but not limited to the laws of the jurisdiction of formation) to effectuate a fully enforceable pledge of such Capital Securities to the Administrative Agent for the benefit of the Secured Parties, (iii) the original certificates for such Capital Securities, together with undated stock powers for such certificates, executed in blank, or if any Special Purpose Receivables Subsidiary) after shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Sixth ARCA Effective Date unless either (x) all Administrative Agent that the security interest in such uncertificated securities has been granted to and perfected by the Administrative Agent for the benefit of the Equity Interests Secured Parties, in accordance with the applicable sections under Articles 8 and 9 of the UCC or other similar or local or foreign law that may be applicable, and (iv) an opinion of counsel satisfactory to the Administrative Agent opining as to matters in connection with such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed and the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions pledge of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth Capital Securities described in this Section 5.10 shall 6.13(c) as may be subject to reasonably requested by the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateAdministrative Agent.

Additional Subsidiaries. If any additional SubsidiarySubsidiary of Borrower or any other Loan Party is acquired or formed after the Closing Date, the Loan Parties will promptly notify the Lender thereof in writing and, within ten (10) Business Days after any such Subsidiary is acquired or formed, will cause such Subsidiary other than an Insignificant a Foreign Subsidiary to become a Subsidiary Loan Party and a Guarantor of the Obligations and Borrower, if such Subsidiary is a Domestic Subsidiary of Borrower, or the applicable other Loan Party, if such Subsidiary is a Domestic Subsidiary or any such other Loan Party shall within said ten (10) Business Day period pledge or cause to be pledged to Lender as collateral security for the Obligations, as required by Lender, subject to no other lien or encumbrance, all (100%) of the Capital Stock owned by Borrower or any other Loan Party in such Domestic Subsidiary; provided, a Notes SPV or a Special Purpose Receivables Subsidiaryhowever, is that in the event any Subsidiary formed or acquired after the Sixth ARCA Effective DateClosing Date is a Foreign Subsidiary, the Borrower will, Loan Parties shall within said ten (10) Business Days after such Subsidiary is formed Day period pledge or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect pledged to Lender as collateral security for the Obligations, as required by Lender, subject to no other lien or encumbrance, the Capital Stock owned by Borrower or any Equity Interest other Loan Party but only to the extent of 60% of such Capital Stock in such said Foreign Subsidiary. A Domestic Subsidiary held by of Borrower or any other Loan Party shall become a Subsidiary Loan Party and any Indebtedness a Guarantor of such Subsidiary owed the Obligations by executing and delivering to Lender a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior Joinder to the PAETEC Notes Redemption DateCredit Agreement, a Qualified PAETEC Group MemberSubsidiary Guaranty Supplement, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary Security Agreement Supplement and is permitted such other Security Documents as are required by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than Section 6.20 accompanied by (i) any Notes SPVall other Loan Documents related thereto, (ii) prior to certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements or limited liability company agreements, partnership agreements, and other organizational documents, appropriate authorizing resolutions of the PAETEC Notes Redemption Dateboard of directors or other applicable governing body of such Subsidiaries, any Qualified PAETEC Group Member and, if required by Lender, opinions of counsel addressing such matters as Lender shall require, and (iii) any Special Purpose Receivables Subsidiary) after such other documents as the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateLender may reasonably request.

Additional Subsidiaries. If any additional Subsidiary(i) On or prior to each date hereafter upon which a Person shall have become a Material Subsidiary of the Parent, (a) deliver such certificates, stock powers and other than an Insignificant Subsidiarydocuments as would be required by Section 5.11(a)(i) and/or Section 5.11(c)(i) as if such Material Subsidiary were a Material Subsidiary as of the first Borrowing Date or as otherwise may be required hereby and/or by the Borrower Security Agreement and/or by the Subsidiary Guaranty and Security Agreement and such other documents as the Agent shall request; provided, that, to the extent such new Material Subsidiary is not a Notes SPV or Subsidiary of a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective DateCredit Party, the Borrower willowner of the Capital Stock of such new Material Subsidiary shall execute all documentation reasonably requested by the Agent in order to effect the pledge to the Agent, within ten Business Days after for the ratable benefit of the Lenders, of (A) 100% of the issued and outstanding Capital Stock of such new Material Subsidiary to the extent it is formed or acquired, notify a Domestic Subsidiary and (B) 65% of the Administrative issued and outstanding Capital Stock of such new Material Subsidiary to the extent it is a Foreign Subsidiary (b) cause each such Material Subsidiary that is a Domestic Subsidiary to become a party to the Subsidiary Guaranty and Security Agreement and provide and execute all documents requested by the Agent and to perfect a Lien in Collateral granted thereunder (to the extent such Material Subsidiary owns Property of the type described as Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party Guaranty and any Indebtedness of Security Agreement) and (c) cause each such Subsidiary owed to a Loan Party. If at any time any Material Subsidiary that is not then a Loan PartyDomestic Subsidiary to execute an Intercompany Demand Note to the order of Parent or a Subsidiary of Parent and Parent, other than (A) an Insignificant or its Subsidiary, as the case may be, shall endorse such note in blank and deliver same, together with any related Intercompany Demand Loan Documents, to the Agent (Bfor the ratable benefit of the Lenders), together with all of the other documents necessary to perfect the Agent's first Lien therein. (ii) On or prior to each date hereafter upon which two or more Subsidiaries (which are not individually Material Subsidiaries) hold 15% or more of the PAETEC Notes Redemption DateConsolidated assets of the Parent or account for more than 15% of the Consolidated EBIDTA, as shown on the most recently delivered financial statements of the Parent and its Subsidiaries (a) deliver such certificates, stock powers and other documents as would be required by Section 5.11(a)(i) and/or Section 5.11(c)(i) as if one or more such Subsidiaries were a Qualified PAETEC Group MemberMaterial Subsidiary as of the first Borrowing Date or as otherwise may be required hereby and/or by the Borrower Security Agreement and/or by the Subsidiary Guaranty and Security Agreement and such other documents as the Agent shall request, (Cb) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 cause one or (E) a Special Purpose Receivables Subsidiary, (x) more of such Subsidiaries that is a wholly-owned Domestic Subsidiary to become a party to the Subsidiary Guaranty and is permitted Security Agreement and provide and execute all documents requested by applicable law or regulation the Agent to perfect a Lien in Collateral granted thereunder (without to the need to obtain any Governmental Authorization) to Guarantee extent such Material Subsidiary owns Property of the Facility Obligations or (y) Guarantees any Loan Party’s obligations type described as Collateral in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other IndebtednessGuaranty and Security Agreement) and (Bc) cause one or more of such Subsidiaries that is not a Domestic Subsidiary to execute an Intercompany Demand Note to the order of Parent or a Subsidiary of Parent and Parent, or its Subsidiary, as the case may be, shall endorse such note in blank and deliver same, together with any related Intercompany Demand Loan Documents, to the Agent (for the ratable benefit of the Lenders), together with all of the other provisions documents necessary to perfect the Agent's first Lien therein so that, after the delivery of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries documents and other than items required under sub-sections (i) any Notes SPV), (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all ), not more than 15% of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions Consolidated assets of the Collateral Parent is held by, and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any more than 15% of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, Consolidated EBITDA is attributable to any Qualified PAETEC Group Member two or more Subsidiaries which are not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateMaterial Subsidiaries.

Additional Subsidiaries. If Agent consents (which consent shall be at its sole discretion) to the formation or acquisition of any additional Subsidiary of Parent, promptly (and in any event within fifteen (15) days) after the formation or acquisition of any such Subsidiary, other than an Insignificant the Credit Parties shall cause to be executed and delivered, (i) by such new Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after Guaranty and pursuant to which such Subsidiary is formed or acquired, notify shall guarantee the Administrative Agent payment and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness performance of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions all of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVObligations, (ii) prior by such new Subsidiary, an acknowledgement to the PAETEC Notes Redemption DateSecurity Agreement in form and substance satisfactory to Agent and pursuant to which Agent for the benefit of itself and the Lenders shall be granted a first priority (subject to Permitted Encumbrances) and perfected security interest in all Collateral (as defined in the Security Agreement) of such Subsidiary to secure the Obligations, any Qualified PAETEC Group Member and (iii) by such new Subsidiary if it owns any Special Purpose Receivables Intellectual Property that is registered with the United States Patent and Trademark Office or the United States Copyright Office, an Intellectual Property Security Agreement in form and substance reasonably satisfactory to Agent and pursuant to which Agent for the benefit of itself and the Lenders shall be granted a first priority (subject to Permitted Encumbrances) and perfected security in all of such Intellectual Property to secure the Obligations, (iv) by the Credit Party that is such Subsidiary’s direct parent company, a Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Agent) after the Sixth ARCA Effective Date unless either (x) and pursuant to which all of the Equity Interests in Stock of such new Subsidiary owned by each such parent company shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant pledged to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except Agent for the purpose benefit of reorganizing itself and the organizational structure or Lenders on a first priority and perfected basis to secure the Obligations, and (v) by the Credit Parties, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form of organization of any of the PAETEC Group Membersand substance reasonably satisfactory to Agent. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth Nothing in this Section 5.10 5.12 shall be subject construed to constitute Agent’s or any Lender’s consent to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateformation or acquisition of any Subsidiary.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, Subsidiary becomes a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Material Subsidiary after the Sixth ARCA Effective Closing Date, or any Material Subsidiary is acquired or formed after the Closing Date, the Borrower will, simultaneously with delivery of the written list of new Material Subsidiaries required pursuant to Section 5.1(c) above, cause such Material Subsidiary to become a Subsidiary Loan Party by satisfying the requirements of clause (e) below. (b) If, at any time, the aggregate revenue or assets (on a non-consolidated basis) of the Borrower and those Subsidiaries that are then Subsidiary Loan Parties are less than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more other Subsidiaries to become additional Subsidiary Loan Parties, as provided in this Section 5.10, within ten (10) Business Days after such revenues or assets become less than the Aggregate Subsidiary is formed Threshold so that after including the revenue or acquiredassets of any such additional Subsidiary Loan Parties, notify the Administrative Agent aggregate revenue or assets (on a non-consolidated basis) of the Borrower and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in all such Subsidiary held by a Loan Party and any Indebtedness of such Parties would equal or exceed the Aggregate Subsidiary owed to a Loan Party. If Threshold. (c) The Borrower may elect at any time to have any Subsidiary that is not then a become an additional Subsidiary Loan Party, other than Party as provided in this Section 5.10. (Ad) an Insignificant Subsidiary, (B) prior to Upon the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary occurrence and is permitted by applicable law or regulation (without during the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect continuation of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under Event of Default, if the Loan Documents)Required Lenders so direct, the Borrower shall promptly (i) cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any all of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries Securitization Subsidiaries) to become additional Subsidiary Loan Parties, as provided in this Section 5.10, within ten (10) Business Days after the Borrower's receipt of written confirmation of such direction from the Administrative Agent. (e) A Subsidiary shall become an additional Subsidiary Loan Party after the Closing Date by executing and other than delivering to the Administrative Agent a Subsidiary Guaranty Supplement and an Indemnity and Contribution Agreement Supplement, accompanied by (i) any Notes SPVall other Loan Documents related thereto, (ii) prior certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to the PAETEC Notes Redemption Datethose delivered pursuant to Section 3.1(vii), any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after such other documents as the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateAdministrative Agent may reasonably request.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, Subsidiary is acquired or formed by a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Loan Party after the Sixth ARCA Effective Closing Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, Guarantor Representative will promptly notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to and, within thirty (30) days after any Equity Interest in such Subsidiary held by is acquired or formed, either (x) the Guarantor Representative will designate such Subsidiary as an Unrestricted Subsidiary in a written notice to the Administrative Agent or (y) the applicable Loan Party and any Indebtedness of will cause such Subsidiary owed to become a Guarantor (Loan Party) in accordance with Section 7.10(c). (b) If IMTT Holdings (or any Subsidiary of IMTT Holdings that is not a Loan Party) has, acquires or forms a Subsidiary, the Loan Parties may also, at their sole option, declare such Subsidiary to be a Guarantor (and a Loan Party) by causing such Subsidiary to become a Guarantor (and a Loan Party) in accordance with Section 7.10(c). (c) A Subsidiary shall become an additional Guarantor by executing and delivering to the Administrative Agent a supplement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent (each, a “Supplement”), accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 5.1(c), and (iii) such other documents as the Administrative Agent may reasonably request. If at any time any No Subsidiary that is not then becomes a Guarantor shall thereafter cease to be a Guarantor or be entitled to be released or discharged from its Guaranteed Obligations. (d) Once a Person becomes a Loan Party, other than it cannot thereafter be declared an Unrestricted Subsidiary. (Ae) If either (i) the Guarantor Representative designates a Subsidiary to be an Insignificant SubsidiaryUnrestricted Subsidiary pursuant to Section 7.10(a) or (ii) IMTT Holdings (or any Subsidiary of IMTT Holdings that is not a Loan Party) has, acquires or forms a Subsidiary that does not become a Guarantor pursuant to Section 7.10(b), (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A1) such Subsidiary shall not be a Loan Party, (2) the affirmative and negative covenants set forth in Articles VII and IX shall not apply to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any such Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B3) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in any such Subsidiary shall may be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant pledged to the Guarantee Agreement and shall have satisfied the other provisions lenders of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

Additional Subsidiaries. If any additional Subsidiary, Cause each Subsidiary (other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose any Receivables Subsidiary, is formed SPV) created or acquired after the Sixth ARCA Effective DateClosing Date and into which the Loan Parties have made Investments equal to or greater than $5,000,000 in the aggregate, to promptly execute a supplement pursuant to which such Subsidiary becomes a party to the Subsidiaries Guarantee. Notwithstanding the foregoing, no such supplement shall be required to be executed by any Foreign Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary where the Guarantee Obligations of such Foreign Subsidiary or Domestic Subsidiary of a Foreign Subsidiary arising under the Subsidiaries Guarantee would, in the reasonable judgment of the Borrower, have adverse tax consequences to the Borrower or the Parent; provided, however, that in lieu of providing such supplement, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify relevant Loan Party shall promptly execute and deliver to the Administrative Agent a Pledge Agreement pursuant to which such Loan Party shall grant to the Administrative Agent, for the benefit of the Lenders, a first-priority, perfected pledge and security interest in 65% of each series of outstanding voting Capital Stock and 100% of each series of outstanding non-voting Capital Stock of any Foreign Subsidiary held by such Loan Party (excluding any Foreign Subsidiary of a Foreign Subsidiary), in each case, created or acquired after the Collateral Agent Closing Date and into which the Loan Parties have made Investments equal to or greater than $5,000,000 in the aggregate, together with the certificates, if any, representing such pledged Capital Stock and undated stock powers or other appropriate instruments of transfer executed and delivered in blank. Any such supplement or Pledge Agreement shall be accompanied by evidence of organizational authorization for the execution and delivery thereof and cause opinions of counsel for the Collateral and Guarantee Requirement to be satisfied respective Loan Parties that are parties thereto with respect to any Equity Interest the authorization, execution, and enforceability thereof, all in such Subsidiary held by a Loan Party form and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior substance reasonably satisfactory to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group MembersAdministrative Agent. For the avoidance of doubt, from a Foreign Subsidiary shall not be a Loan Party. (c) Section 7.2(s) of the Credit Agreement is hereby amended and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject restated to the requirements set forth read in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 its entirety as if such Qualified PAETEC Group Member became a Subsidiary on such date.follows:

Additional Subsidiaries. If In furtherance, and not in limitation, of Section 6.10(a), promptly upon (and in any additional Subsidiary, event within forty-five (45) days after (or such later date as the Administrative Agent shall agree to in its sole discretion)) (I) the creation or acquisition of any direct or indirect Subsidiary (other than an Insignificant Excluded Subsidiary, a Notes SPV an Unrestricted Subsidiary or a Special Purpose Receivables Material Foreign Subsidiary) by any Loan Party or any Subsidiary (other than an Excluded Subsidiary, an Unrestricted Subsidiary or a Material Foreign Subsidiary) of any Loan Party, or (II) any existing Unrestricted Subsidiary becoming a Restricted Subsidiary (other than an Excluded Subsidiary or a Material Foreign Subsidiary) or (III) any existing Restricted Subsidiary that was an Excluded Subsidiary or a Material Foreign Subsidiary ceasing to be an Excluded Subsidiary or a Material Foreign Subsidiary, each such Subsidiary and the Loan Parties will execute and deliver to the Administrative Agent a duly executed Joinder Agreement in accordance with Section 12.12, pursuant to which (i) such Subsidiary shall become a party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (ii) the Equity Interests of such Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other Collateral Documents and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary) regarding such Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a Prior Security Interest in the Collateral, to the extent provided in the Collateral Documents, for the Secured Obligations. Notwithstanding anything herein to the contrary, in connection with a Limited Condition Acquisition, to the extent that any Collateral (including the creation or perfection of any security interest) is formed not or acquired cannot be provided on the closing date of such Limited Condition Acquisition (other than (1) a Lien on Collateral that may be perfected solely by the filing of a financing statement under and in connection with the UCC, (2) a Lien on Collateral that may be perfected solely by the filing of a security agreement with either the United States Patent and Trademark Office or the United States Copyright Office and (3) a pledge of the Equity Interests of the Acquired Business with respect to which a lien may be perfected upon closing by the delivery of a stock or equivalent certificate together with a stock power or similar instrument of transfer endorsed in blank (unless the Administrative Agent agrees in its sole discretion to receive such certificate and such stock power or instrument of transfer on a date following such closing in its sole determination)) after the Sixth ARCA Effective DateBorrower’s use of commercially reasonable efforts to do so, then the Borrower will, provision and/or perfection of such collateral shall not constitute a condition precedent to the availability and the funding of such Indebtedness on the closing date of such Limited Condition Acquisition but may instead be delivered and/or perfected within ten Business Days sixty (60) days (or such longer period as the Administrative Agent may reasonably agree in its sole discretion) after such Subsidiary is formed or acquired, notify closing date pursuant to arrangements to be mutually agreed by the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateBorrower.

Additional Subsidiaries. If The Loan Parties will not, and will not permit any Subsidiary to, form or acquire any Subsidiary without the express written consent of the Required Lenders. If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Effective Closing Date, the Borrower willwill notify the Agents and the Lenders thereof or (ii) the Administrative Agent determines that the Subsidiary existing on the Closing Date has material assets and notifies the Borrower, then (a) if such Subsidiary is a Subsidiary Loan Party, the Borrower will cause such Subsidiary to become a guarantor of the Obligations and become a party to each applicable Security Document in a manner satisfactory to the Collateral Agent within ten three Business Days after such Subsidiary is formed or acquired, notify acquired or the Administrative Agent gives the notice described in clause (ii) above and promptly take such actions to create and perfect Liens on such Subsidiary's assets to secure the Collateral Obligations as any Agent thereof or the Required Lenders shall reasonably request and cause the Collateral and Guarantee Requirement to be satisfied with respect to (b) if any Equity Interest in such Subsidiary held by a Loan Party and any shares of capital stock or Indebtedness of such Subsidiary owed to a Loan Party. If at are owned by or on behalf of any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiarythe Borrower and the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to a pledge agreement, (B) prior in a form satisfactory to the PAETEC Notes Redemption DateCollateral Agent and which shall thereafter constitute a Security Document, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) within three Business Days after such Subsidiary to Guarantee is formed or acquired or the Facility Obligations pursuant to Agent gives the Guarantee Agreement (in the case of any Subsidiary notice described in clause (y)ii) above (except that, on terms no less favorable if such Subsidiary is a Foreign Subsidiary, shares of common stock of such Subsidiary to the Lenders than those applicable under be pledged pursuant to such Guarantee of other Indebtedness) and (B) the other provisions pledge agreement may be limited to 65% of the Collateral and Guarantee Requirement to be satisfied with respect to outstanding shares of common stock of such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date).