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 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 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. (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. 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 (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 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 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 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 Xxxxxxxx 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, 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 (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 (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, 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. (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 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. (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. (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. (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. 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. (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. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, direct Subsidiary is formed or acquired after the Sixth ARCA First Refinancing Facility Agreement Effective DateDate by any Loan Party or any Subsidiary that is required to be a Loan Party, Holdings and the Borrower will, as promptly as practicable, and in any event within ten Business Days after 30 days (or such Subsidiary is formed or acquiredlonger period as the Administrative Agent may agree to in writing), notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness 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 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 Party (other than Indebtedness created under the Loan Documents)including, the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Equity Interests of a Material Foreign Subsidiary described constituting Collateral held by a Loan Party, in clause (y)each case, on terms no less favorable to if requested by the Lenders than those applicable under such Guarantee Administrative Agent, the execution and delivery of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied a Foreign Pledge Agreement with respect to such Subsidiary, whereupon such Subsidiary will become a Equity Interests (subject to the limitations referred to in the definition of “Guarantor” Collateral and “Lien Grantor” for purposes Guarantee Requirement”) and the taking of other necessary actions to perfect the security interest of the Loan Documents. The Borrower will not, and will Administrative Agent in such Equity Interests). (b) Holdings may designate a Domestic Subsidiary that is not permit any of its Subsidiaries to, form or acquire any a Material Subsidiary (other than Insignificant Subsidiaries and other than as a Designated Subsidiary; provided that (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 delivered to the Guarantee Agreement and Administrative Agent a supplement to the Collateral Agreement, in the form specified therein, duly executed by such Subsidiary, (ii) Holdings shall have satisfied delivered a certificate of a Financial Officer or other executive officer of each of Holdings and the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Borrower to the PAETEC Notes Redemption Dateeffect that, after giving effect to any such designation and such Subsidiary becoming a Subsidiary Loan Party hereunder, 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 representations and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements warranties set forth in this Section 5.10 Agreement and the other Loan Documents as to such Subsidiary shall be subject true and correct in all material respects and no Default shall have occurred and be continuing, and (iii) such Subsidiary shall have delivered to the requirements set forth Administrative Agent documents and (if requested by the Administrative Agent) opinions of the type referred to in this paragraphs (b) and (c) of Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date4.01 of the Original Credit Agreement.

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. 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 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, 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 any additional Subsidiary, Subsidiary (other than an Insignificant any Excluded Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, ) is formed or acquired or if any Subsidiary becomes a Designated Subsidiary, in each case after the Sixth ARCA Effective Date, the Borrower will, as promptly as practicable and, in any event, within ten Business Days 90 days (or in the case of a Designated Subsidiary that is a Foreign Subsidiary, 120 days, or in each case, such longer period as the Administrative Agent may agree in its reasonable discretion) after such Subsidiary is formed or acquiredacquired or becomes a Designated Subsidiary, notify the Administrative Agent and thereof and, to the Collateral Agent thereof and extent applicable, cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (and any Material Real Property owned by such 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 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 Holdings Bonds or any Party and such other Indebtedness (other than Indebtedness created under the Loan Documents)documents, the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations certificates and opinions consistent with those delivered 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 IndebtednessSections 4.01(b) and (Bc) that the other provisions of the Collateral and Guarantee Requirement to be satisfied Administrative Agent may reasonably request with respect to such Subsidiary. (b) At its option, 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 may designate by writing to the PAETEC Notes Redemption Date, Administrative Agent any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either wholly owned Restricted Subsidiary that is (x) all of the Equity Interests in such a U.S. Subsidiary shall be directly held by and otherwise an Excluded Subsidiary as a Loan Party Designated Subsidiary or (y) a Foreign Subsidiary that is organized under the laws of a Designated Jurisdiction and is otherwise an Excluded Subsidiary as a Designated Subsidiary (each 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 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“Designated Subsidiary”).

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. (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. 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. If (a) In the event that any additional Person becomes a Subsidiary (which, for purposes of the foregoing reference to “Subsidiary” only, will be deemed to include an Unrestricted Subsidiary) of the Borrower (including pursuant to a Delaware LLC Division), such Person will be deemed to be a Subsidiary hereunder until such time as the Borrower has designated such Subsidiary as an Unrestricted Subsidiary in accordance with the terms hereof. (b) In the event that any Person becomes (including pursuant to a Delaware LLC Division) a Subsidiary of the Borrower (other than an Insignificant Excluded 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 sixty 60 days (or such longer time as the Administrative Agent may agree in its sole discretion): (i) cause such Subsidiary is formed or acquired, notify to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to the Administrative Agent and the Collateral Agent thereof a Counterpart Agreement and such other Collateral Documents (including the deliverables set forth in Section 5.11 below) and an acknowledgement to any Pari Passu Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement then applicable, in each case as may be reasonably requested by the Collateral Agent and take and cause such Subsidiary to take such actions (including the actions set forth in Section 5.11 below) as are required by the Collateral Documents or are reasonably requested by the Collateral Agent to perfect the security interests created by the Collateral Documents; (ii) upon reasonable request by the Administrative Agent, take all such actions and Guarantee Requirement execute and deliver, or cause to be satisfied executed and delivered, all appropriate resolutions, secretary certificates, certified Organizational Documents and customary legal opinions relating to the matters described in this Section 5.10(b); and (iii) to the extent any applicable information is required to be disclosed, deliver to the Administrative Agent a supplement to Schedule 4.10(b), which will be deemed to supplement Schedule 4.10(b) for all purposes hereof. (c) In the event that any Person becomes an Excluded Foreign Subsidiary of the Borrower, and the ownership interests of such Excluded Foreign Subsidiary are owned directly by the Borrower or by any Guarantor Subsidiary, the Borrower will, or will cause such Guarantor Subsidiary to (in the absence of any other applicable limitation hereunder), within sixty (60) days (or such longer time as the Administrative Agent may agree in its sole discretion), deliver all such applicable documents, instruments and agreements necessary in the reasonable determination of the Administrative Agent to grant to the Collateral Agent a perfected Lien in such ownership interests in favor of the Collateral Agent, for the benefit of the Secured Parties, under the Pledge and Security Agreement; provided that in no event will more than 65.0% of the Voting Capital Stock of any such Excluded Foreign Subsidiary be required to be delivered or granted or perfected as a Lien for the benefit of the Secured Parties; provided, further that in no event will the Borrower or any Subsidiary be required to execute any document, instrument or agreement, complete any filing or take any other action (i) 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 creation 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 perfection of the Collateral and Guarantee Requirement to be satisfied with respect to Agent’s security interest in such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes ownership interests in any jurisdiction outside of the Loan Documents. The Borrower will not, and will not permit United States or any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVState thereof, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and that would violate applicable Law or (iii) that would provide any Special Purpose Receivables Subsidiary) after Lien in respect of Excluded Assets (as defined 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 to the Guarantee Agreement Pledge 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 dateSecurity Agreement).

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, direct Subsidiary is formed or acquired after the Sixth ARCA Effective DateDate by any Loan Party or any Subsidiary that is required to be a Loan Party, Holdings and the Borrower will, as promptly as practicable, and in any event within ten Business Days after 30 days (or such Subsidiary is formed or acquiredlonger period as the Administrative Agent may agree to in writing), notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interest Interests of such Subsidiary owned by any Loan Party (including, in such the case of any Equity Interests of a Material Foreign Subsidiary held by a Loan Party Party, in each case, if requested by the Administrative Agent, the execution and any Indebtedness delivery of a Foreign Pledge Agreement with respect to such Subsidiary owed Equity Interests (subject to the limitations referred to in the definition of “Collateral and Guarantee Requirement”) and the taking of other necessary actions to perfect the security interest of the Administrative Agent in such Equity Interests). (b) Holdings may designate a Loan Party. If at any time any Domestic Subsidiary that is not then a Loan Party, other than (A) an Insignificant Material Subsidiary as a Designated 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 ; provided that (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 delivered to the Guarantee Agreement and Administrative Agent a supplement to the Collateral Agreement, in the form specified therein, duly executed by such Subsidiary, (ii) Holdings shall have satisfied delivered a certificate of a Financial Officer or other executive officer of each of Holdings and the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Borrower to the PAETEC Notes Redemption Dateeffect that, after giving effect to any such designation and such Subsidiary becoming a Subsidiary Loan Party hereunder, 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 representations and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements warranties set forth in this Section 5.10 Agreement and the other Loan Documents as to such Subsidiary shall be subject true and correct in all material respects and no Default shall have occurred and be continuing, and (iii) such Subsidiary shall have delivered to the requirements set forth Administrative Agent documents and (if requested by the Administrative Agent) opinions of the type referred to in this paragraphs (b) and (c) of Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date4.01.

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 Date, the Borrower will, as promptly as practicable, and in any event within ten Business Days after 30 days (or such Subsidiary is formed or acquiredlonger period as the Administrative Agent may agree to in writing), notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interest Interests of such Subsidiary owned by any Loan Party (including without limitation, in such the case of any Equity Interests of a Foreign Subsidiary held by a Loan Party Party, if requested by the Administrative Agent, the execution and delivery of a Foreign Pledge Agreement with respect to such Equity Interests (subject to the limitations referred to in the definition of “Collateral and Guarantee Requirement” and, if applicable, the taking of other necessary actions to perfect the security interest of the Administrative Agent in such Equity Interests). (b) The Borrower may designate any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Domestic Subsidiary that is not then otherwise a Loan Party, other than (A) an Insignificant Designated Subsidiary as a Designated 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 ; provided that (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 delivered to the Guarantee Agreement and Administrative Agent a supplement to the Collateral Agreement, in the form specified therein, duly executed by such Subsidiary, (ii) the Borrower shall have satisfied the delivered a certificate of a Financial Officer or other provisions executive officer of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Borrower to the PAETEC Notes Redemption Dateeffect that, after giving effect to any such designation and such Subsidiary becoming a Subsidiary Loan Party hereunder, 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 representations and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements warranties set forth in this Section 5.10 Agreement and the other Loan Documents as to such Subsidiary shall be subject true and correct and no Default shall have occurred and be continuing and (iii) such Subsidiary shall have delivered to the requirements set forth Administrative Agent documents and opinions of the type referred to in this paragraphs (b) and (c) of Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date4.01.

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 (a) Promptly (and in any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired event within fifteen (15) days) after the Sixth ARCA Effective Date, the formation or acquisition of any domestic Subsidiary by 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 other Loan Party, Borrower or such other than (A) an Insignificant Loan Party, as applicable, shall cause to be executed and delivered, by such new domestic Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (Ci) a Notes SPVguaranty agreement, in form and substance reasonably satisfactory to Agent (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“Guaranty”), the Borrower shall promptly cause (A) pursuant to which such Subsidiary to Guarantee shall guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case payment and performance 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 a joinder agreement, in form and substance satisfactory to Agent, pursuant to which such new domestic Subsidiary shall agree to become a party to this agreement as a Guarantor and Loan Party and becomes liable for the PAETEC Notes Redemption DateObligations as set forth herein and in the other Debt Documents, any Qualified PAETEC Group Member and to grant Liens in its Collateral to secure the Obligations hereunder, and (iii) by the applicable Loan Parties, such other related documents (including closing certificates, legal opinions and other similar documents) as the Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent. (b) Promptly (and in any Special Purpose Receivables Subsidiaryevent within ten (10) days) after the Sixth ARCA Effective Date unless either formation or acquisition of any foreign Subsidiary the ownership interests of which are owned by any Loan Party, the Loan Parties shall cause to be executed and delivered (xi) all by the Loan Party that is such Foreign Subsidiary’s direct parent company (or companies), a Pledge Agreement in form and substance reasonably satisfactory to Agent, pursuant to which 65% of the Equity Interests in voting Stock of such new foreign Subsidiary owned by each such parent company shall be directly held by pledged to Agent (for the benefit of itself and the Lenders) on a Loan Party or (y) such Subsidiary shall have Guaranteed first priority and perfected basis to secure the Facility Obligations pursuant Obligations, together with, to the Guarantee Agreement extent the stock is certificated, pledged stock certificates with endorsements in blank in respect of such pledged Stock, and shall have satisfied (ii) by the applicable Loan Parties, such other provisions of the Collateral related documents (including closing certificates, legal opinions and Guarantee Requirement with respect other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory 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 dateAgent.

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) 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 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. 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. 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 (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. (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 (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 dateForeign Subsidiary.

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. 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. 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. 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, 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 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 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. If (a) Within forty-five (45) days after (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) below or (ii) the creation or acquisition of any additional Subsidiary, other than an Insignificant Domestic Subsidiary (any such Subsidiary, a Notes SPV "New Subsidiary") of the Borrower or any Restricted Subsidiary (including in connection with any Permitted Acquisition), cause to be executed and delivered to the Administrative Agent (A) a Special Purpose Receivables duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after (C) favorable legal opinions covering such Subsidiary is formed or acquired, notify matters consistent with opinions for this Agreement and 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 such joinder agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (b) Within forty-five (45) days after the creation of any first tier Foreign Subsidiary held by of the Borrower or any Restricted Subsidiary (including in connection with a Loan Party Permitted Acquisition), cause to be executed and any Indebtedness of such Subsidiary owed delivered to a Loan Party. If at any time any Subsidiary that is not then a Loan Partythe Administrative Agent, other than (A) an Insignificant a supplement to the applicable Security Documents previously executed and delivery by the Borrower or such Restricted Subsidiary, as applicable, to provide for the pledge of sixty-five percent (65%) of the capital stock or other ownership interests of such Foreign Subsidiary, (B) prior to updated Schedules 7.1(a) and 7.1(b) reflecting the PAETEC Notes Redemption Date, a Qualified PAETEC Group Membercreation or acquisition of such Subsidiary, (C) a Notes SPVfavorable legal opinions addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such supplement, (D) any original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary listed on Schedule 5.10 or in such Foreign Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (c) The Borrower may, at any time and upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary as a Special Purpose Receivables Restricted Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that: (i) any individual Unrestricted Subsidiary and its respective Subsidiaries (A) represent five percent (5%) or more of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) is or becomes the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary, or (xii) is all Unrestricted Subsidiaries and their respective Subsidiaries represent ten percent (10%) or more of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date, then, in the case of clause (i), such Unrestricted Subsidiary shall be redesignated as a wholly-owned Domestic Restricted Subsidiary and is permitted by applicable law or regulation in the case of clause (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 Documentsii), the Borrower shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to 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) date and (B) Consolidated EBITDA (notwithstanding the other provisions of definition thereof, calculated to include all Unrestricted Subsidiaries) for the Collateral and Guarantee Requirement to be satisfied with respect four consecutive fiscal quarters most recently ended prior to such Subsidiarydate. (d) So long as no Default or Event of Default has occurred and is continuing, whereupon such the Borrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any 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 as an Unrestricted Subsidiary (other than Insignificant Subsidiaries and other than or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any Notes SPVsuch individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) is not the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; and (ii) at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, all Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary) represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member such date and (iiiB) any Special Purpose Receivables SubsidiaryConsolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) after for the Sixth ARCA Effective Date unless either four consecutive fiscal quarters most recently ended prior to such date. Such designation (xor redesignation, as applicable) 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 an effective date mutually acceptable to the Guarantee Agreement Administrative Agent and shall have satisfied Borrower, but in no event earlier than five (5) Business Days following receipt by the other provisions Administrative Agent 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 datewritten notice.

Additional Subsidiaries. If The Borrower shall, and shall cause each of its Material Subsidiaries and the Holdco Entities to, (a) cause any additional Subsidiary, Person (whether now existing or hereafter created) becoming a Material Subsidiary of the Borrower or any such Holdco Entity (other than an Insignificant any JV Entity or any other Excluded Subsidiary) to, promptly and in any event no later than thirty days after such Person becomes a Notes SPV Material Subsidiary of the Borrower or any such Holdco Entity (other than any JV Entity or any other Excluded Subsidiary) (i) execute a Special Purpose Receivables SubsidiaryGuaranty, is formed (ii) to the extent required by Section 5.11, execute a joinder to or acquired after assumption agreement of the Sixth ARCA Effective Security Agreement, (iii) if such Person owns any Equity Interests in any other Person and to the extent required by Section 5.11, execute a joinder to or assumption agreement of the Pledge Agreement, (iv) if such Person holds any real property interest and to the extent required by Section 5.11 but subject to the Third Party Consent Limitation, execute a Mortgage, (v) to the extent required by Section 5.11, execute such other Security Documents as the Administrative Agent may reasonably request, and (vi) provide evidence of corporate authority to enter into such Credit Documents as the Administrative Agent may reasonably request, including without limitation, opinions of legal counsel regarding such corporate authority and the enforceability of such Credit Documents and (b) cause the owners of the Equity Interests of such new Material Subsidiary to (i) prior to the Investment Grade Date, execute a joinder to or assumption agreement of the Pledge Agreement and grant to the Administrative Agent an Acceptable Security Interest in such Equity Interests and (ii) provide such evidence of corporate authority to enter into such Credit Documents and other due diligence as the Administrative Agent may reasonably request, including without limitation, opinions of legal counsel regarding such corporate authority, the enforceability and perfection of such Credit Documents and title evidence regarding the ownership of the assets being acquired. The Borrower will, within ten Business Days after such Subsidiary is formed or acquired, shall notify the Administrative Agent and in writing of 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 formation 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 acquisition of any Subsidiary described in clause which is not a Material Subsidiary within sixty (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness60) 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 days after its Subsidiaries to, form formation 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 dateacquisition.

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 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 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 With respect to any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed Subsidiary of either Borrower created or acquired after the Sixth ARCA Effective DateClosing Date by such Borrower, the Borrower willpromptly (i) execute and deliver, within ten Business Days after such Subsidiary is formed or acquiredcause to be executed and delivered, notify to the Administrative Agent a pledge agreement or supplement to a Stock Pledge Agreement, in form, scope and substance satisfactory to the Collateral Agent thereof and cause Administrative Agent, granting to the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Subsidiary held by a Loan Party and any Indebtedness the 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 deliver to the PAETEC Notes Redemption DateAdministrative Agent the certificates representing such Capital Stock, any Qualified PAETEC Group Member and together with undated stock powers, executed in blank, (iii) any Special Purpose Receivables Subsidiary) after execute and deliver, or cause to be executed and delivered, to the Sixth ARCA Effective Date unless either (x) all Administrative Agent a pledge agreement or supplement to the Subsidiaries Note Pledge Agreement, in form, scope and substance satisfactory to the Administrative Agent, granting to the Administrative Agent, for the benefit of the Equity Interests Lenders, a perfected first priority security interest in any notes held by such Subsidiary, (iv) deliver to the Administrative Agent the certificates representing such notes, endorsed in blank, (v) cause such Subsidiary to execute and deliver a guarantee or a supplement to the Subsidiaries Guarantee (which guarantee shall be directly held by a senior to all other Indebtedness of such guarantor), in form and substance satisfactory to the Administrative Agent, in respect to all obligations of the Borrowers hereunder and under the other Loan Party or Documents and the Interest Rate Hedge Agreements, (yvi) cause such Subsidiary shall have Guaranteed the Facility Obligations pursuant to execute and deliver a security agreement or supplement to the Guarantee Agreement Subsidiaries Security Agreement, in form and shall have satisfied substance satisfactory to the other provisions of the Collateral and Guarantee Requirement with respect to Administrative Agent, securing such Subsidiary. Prior 's obligations under such guarantee and covering the types of assets covered by the Subsidiaries Security Agreement, (vii) to the PAETEC Notes Redemption Dateextent required by Section 5.10(a), the Borrower will not permit any PAETEC Group Member cause such Subsidiary to execute and deliver one or more Mortgages, in 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 substance satisfactory to the requirements set forth Administrative Agent, securing such Subsidiary's obligations under such guarantee, and any other documents required under such Section, (viii) execute and deliver such amendments to this Agreement requested by the Administrative Agent to reflect the existence of such Subsidiary, including, without limitation, amendments to Sections 3, 5, 6 and 7 to include such Subsidiary in this Section 5.10 the covenants, representations and warranties and agreements contained therein and (ix) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i), (ii), (iii), (iv), (v), (vi) and (vii), which opinions shall be subject in form and substance, and from counsel, 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 Such Borrower shall not create any additional Subsidiary, other than an Insignificant or permit any of its Subsidiaries to create any Subsidiary, on or after the Closing Date unless: (a) more than 50 percent (50%) of the Capital Stock (except for nominee shares) of such new Subsidiary is owned, directly or indirectly, by a Notes SPV or a Special Purpose Receivables Borrower; (b) prior to the formation of such 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, Domestic Borrowing Administrator shall notify the Administrative Agent and the Collateral Agent thereof and cause Lenders thereof; and (c) contemporaneously with 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 new Subsidiary, such Borrower shall: (i) cause any time any such new 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 incorporated 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 (formed in the case of any Subsidiary described in clause (y), on terms no less favorable United States 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” under the Guaranty, and a “Lien Grantor” under the Security Agreement, by way of such new Subsidiary’s execution and delivery to the Administrative Agent of a Joinder Agreement in the form of Exhibit F attached hereto; (ii) cause any such new Subsidiary that is incorporated or formed in the United States to take such action, including delivery of shares of stock, as shall be necessary to create and perfect valid and enforceable first priority (subject only to Permitted Liens) Liens in favor of the Administrative Agent on behalf of the Lenders on all of the property (other than Real Estate, other Excluded Property (as such term is defined in the Security Agreement) and such other exceptions as are acceptable to the Required Lenders and the lack of perfection of the security interest in vehicles subject to certificate of title requirements), of such new Subsidiary as collateral security for the Secured Obligations (as such term is defined in the Security Agreement) under and in accordance with the Security Documents; (iii) cause any such new Subsidiary that is not incorporated or formed in the United States to deliver to the Administrative Agent the necessary Pledge Documents, in form reasonably satisfactory to the Administrative Agent, to create a pledge of the Capital Stock and Voting Stock of such new non-U.S. operating Subsidiary in favor of the Administrative Agent for the benefit of the Lenders as collateral security for the Secured Obligations (as such term is defined in the Security Agreement), provided that the amount of such stock of such new non-U.S. operating Subsidiary subject to such pledge (the “Pledged Stock”) shall at all times be less than the amount, set forth in Treasury Regulation Section 1.956-2(c)(2), that would be considered an “indirect pledge” of the assets of such Subsidiary for purposes of Section 956(a) of the Loan DocumentsCode; (iv) deliver to the Administrative Agent and the Lenders appropriate proof of corporate (or other applicable entity) action, incumbency of officers, legal opinions and other documents as is consistent with those delivered by the Obligors pursuant to Section 11.1 on the Closing Date or as the Administrative Agent shall have reasonably requested; and (v) provide the Administrative Agent with an updated Schedule 7.19 hereto. The In addition, such Borrower will notcause the Pledged Stock of any new non-U.S. operating subsidiary thereof to constitute at all times at least sixty-five percent (65%) (or such lesser amount, and will not permit any as agreed to by the Lenders in writing, as may be required to avoid designation as an “indirect pledge” of its Subsidiaries to, form or acquire any the assets of such Subsidiary (other than Insignificant Subsidiaries and other than (ifor purposes of Section 956(a) any Notes SPV, (iiof the Code) 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) of all of the Equity Interests in issued and outstanding Capital Stock and Voting Stock 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 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 datenon-U.S. subsidiary.

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) if any 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 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, 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 (a) 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 (b) 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 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 that owns or operates a dealership, and thirty (30) days in the case of any other Restricted Subsidiary (or, 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 that is a Domestic Subsidiary, including the creation of any such Person pursuant to a Division (or the date a Subsidiary otherwise qualifies as a Restricted Subsidiary that is a Domestic Subsidiary), cause to be delivered to the Administrative Agent each of the following: (a) a Joinder Agreement duly executed by such Restricted Subsidiary with all schedules and information thereto appropriately completed with respect to (i) such Restricted Subsidiary (A) becoming a “Used Vehicle Borrower” and a “Subsidiary Guarantor”, if such Restricted Subsidiary owns or operates a dealership, (B) becoming a “New Vehicle Borrower” and a “Subsidiary Guarantor”, if such Restricted Subsidiary is a Specified Subsidiary, and (C) becoming a “Subsidiary Guarantor”, if such Restricted Subsidiary does not own or operate a dealership, and (ii) the Equity Interests of such Restricted Subsidiary becoming pledged pursuant to the Pledge Agreement or escrowed pursuant to the Escrow and Security Agreement, as the case may be; (b) [reserved]; (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 other Security Instruments to the 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 in excess of the lesser of (i) $75,000,000 and (ii) an amount that results in an increase or decrease in the aggregate of the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base of more than ten percent (10%), an opinion or opinions of counsel to such Restricted Subsidiary dated as of the date of delivery of such Joinder Agreements (and 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 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), (xiii), (xiv) and (Bxxiv) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary; (f) evidence satisfactory to the Administrative Agent that, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes within 3 Business Days of demand therefor by the Administrative Agent, all taxes, 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 Administrative Agent 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. (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 Required Lenders, 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 Required Lenders in their 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 Required Lenders 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 Required Lenders 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 Required Lenders in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datetheir 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 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, Holdings and 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 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 thereof, and Holdings and the Collateral Agent thereof and Borrower 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 within 30 days after such notice (or such longer period as the Administrative Agent shall 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, together with all attachments contemplated thereby. (b) Within 60 days (or such longer period as otherwise provided in this Agreement or as the Administrative Agent may 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, Holdings and 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 sole discretion.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed The Borrowers shall cause each Restricted ----------------------- Subsidiary created or acquired after the Sixth ARCA Effective DateClosing Date to execute and deliver to the Administrative Agent for the benefit of the Banks, the Borrower willIssuing Bank (in the case of the US Restricted Subsidiaries) and the Agents, within ten Business Days after an Instrument of Adherence (Guaranty), in substantially the form of Exhibit E hereto (an --------- "Instrument of Adherence (Guaranty)"), whereby such Restricted Subsidiary is formed or acquired--------------------------------- becomes a party to the applicable Loan Documents, notify together with legal opinions in form and substance satisfactory to the Administrative Agent to be delivered to the Administrative Agent and the Collateral Banks opining as to the authorization, validity and enforceability of such Guaranty, and as to such other matters as the Administrative Agent may request. In addition, the Borrowers shall immediately upon the acquisition or creation of any new Subsidiary, notify the Banks thereof and cause provide the Collateral Administrative Agent and Guarantee Requirement the Banks with an updated Schedule 8.18 hereto to be satisfied with respect to any Equity Interest reflect the formation or ------------- -114- acquisition of each new Subsidiary. The Borrowers shall inform the Administrative Agent in such writing within one (1) US Business Day of the delivery of an updated Schedule 8.18 whether the newly formed or acquired Subsidiary held by is a Loan Party and any Indebtedness ------------- Restricted Subsidiary or an Unrestricted Subsidiary under this Credit Agreement, provided that the acquisition 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 Permitted Acquisition -------- under (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 IndebtednessS)10.3(i) and (B) no Default or Event of Default exists or would be created as a result thereof. Notwithstanding the other provisions of this (S)9.14, any Restricted Subsidiary in which any of the Collateral Borrowers or any of the Restricted Subsidiaries have collectively invested less than $100,000 and Guarantee Requirement so long as such Restricted Subsidiary shall not have (a) assets in excess of $100,000, (b) annual revenue in excess of $100,000 or (c) liabilities in excess of $100,000, such Restricted Subsidiary shall not be required to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of party to the Loan DocumentsGuaranty. The Borrower will not, and will not permit In the event that any of its Subsidiaries to, form or acquire any Subsidiary Unrestricted Subsidiary's assets (other than Insignificant Subsidiaries and other than assets acquired solely with the proceeds of Investments permitted by (iS)10.3(k)) any Notes SPVever have a fair market value in excess of $100,000, (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 Unrestricted Subsidiary shall be directly held by become a Loan Party or (y) Restricted Subsidiary hereunder, the Borrowers shall cause such Unrestricted Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement become a Guarantor hereunder and shall have satisfied cause such Unrestricted Subsidiary to comply with 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(S)9.14.

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 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 (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 45 days (or such longer period as otherwise provided in this Agreement or 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 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 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 real property would be required to the requirements set forth in be mortgaged pursuant to this Section 5.10 5.11, Holdings or the Borrower shall not be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such real property until a reasonable time following the formation or acquisition of such Restricted Subsidiary or the identification of such new Material Subsidiary, and in this Section 5.10 no event shall compliance be required until 90 days following such formation, acquisition or identification 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, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Restatement Effective Date, the Borrower willwill notify the Administrative Agent thereof and, within ten three 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 (a) if such Subsidiary held by is 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 Designated Subsidiary, (Bthe E-95 39 Exhibit 4(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 will cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant become a party to the Guarantee Agreement 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 Indebtednessb) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon if such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit owns 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 DateDesignated Assets, the Borrower will not permit cause such Subsidiary to become a party to the Security Agreements and promptly to take such actions to create and perfect Liens on such Subsidiary's Designated Assets to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request, (c) the Borrower will cause all shares of capital stock or other equity interests of or in such Subsidiary owned by the Borrower or any PAETEC Group Member other Subsidiary to form or acquire any Subsidiary except be pledged pursuant to the Pledge Agreement and will create in favor of the Collateral Agent for the purpose of reorganizing the organizational structure or form of organization of any benefit of the PAETEC Group Members. For Lenders, as security for the avoidance Obligations, perfected pledges of doubt, from and after security interests in all such shares of capital stock or equity interests with the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements priorities set forth in this Section 5.10 the Pledge Agreement and (d) if such Subsidiary shall be subject own any Designated Equity Interests, the Borrower will cause such Subsidiary to become a party to the requirements Pledge Agreement and to create in favor of the Collateral Agent for the benefit of the Lenders, as security for the Obligations, perfected pledges of and security interests in all such Designated Equity Interests with the priorities set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datethe Pledge Agreement.

Additional Subsidiaries. If any additional Subsidiary, All Subsidiaries of the Credit Parties (other than the Excluded Subsidiaries) shall become Guarantors hereunder in accordance with this Section 6.15. No Credit Party shall create or acquire any Foreign Subsidiaries without the consent of the Requisite Lenders unless such Subsidiary constitutes an Insignificant Subsidiary, a Notes SPV Excluded Subsidiary and is subject to all of the restrictions in regards to Excluded Subsidiaries set forth herein. Credit Parties shall be permitted to create or a Special Purpose Receivables Subsidiary, is formed acquire Domestic Subsidiaries provided that (a) creating or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after acquiring such Subsidiary is formed not otherwise prohibited hereunder, (b) promptly (and, in any event within thirty (30) days after such person becomes a Subsidiary or acquired, notify the such longer period as approved by 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 Documentsits 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 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 Subsidiary) after the Sixth ARCA Effective Date unless either (x) delivers to Administrative Agent, certificates, if any, representing all of the Equity Interests in of such Subsidiary shall be directly held that are owned by any Credit Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a Loan Party or (y) duly authorized officer of the relevant Credit Party, and all intercompany notes owing from such Subsidiary shall have Guaranteed (other than Excluded 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 Administrative Agent in its sole discretion), such new Subsidiary (other than an Excluded Subsidiary) executes and delivers to Administrative Agent (with a copy to each Lender), a joinder to this Agreement as a Guarantor for all purposes hereunder, a pledge and security agreement in the Facility Obligations pursuant to the Guarantee Agreement form of Exhibit I and shall have satisfied the other provisions of the Collateral and Guarantee Requirement a Mortgage, in each case, solely with respect to Property constituting Collateral, and such other Security Instruments as Administrative Agent or the Requisite Lenders 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 Administrative Agent in its sole discretion), to the extent not already created and/or perfected, to take all actions reasonably necessary or advisable in the opinion of the Administrative Agent or the Requisite Lenders to cause the Lien in the Collateral created by the applicable Security Instrument to be duly perfected to the extent required by such agreement in accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Requisite Lenders and (e) Borrower or the applicable Credit Party delivers to the Administrative Agent (with a copy to each Lender) any certificates, opinions of counsel, title opinions or other documents as the Requisite Lenders 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 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(a) The Borrowers shall upon the creation, other than an Insignificant Subsidiary, a Notes SPV acquisition or a Special Purpose Receivables Subsidiary, is formed or acquired designation after the Sixth ARCA Effective Closing Date of a new Restricted Subsidiary (including, but not limited to, RailAmerica and its Subsidiaries after the Voting Trust Termination Date), the Borrower willcause each such Restricted Subsidiary to promptly (and in any event (x) with respect to RailAmerica and its Subsidiaries only, within ten 10 Business Days after the Voting Trust Termination Date or (y) otherwise, within 45 days of such creation, acquisition or designation (in each case, as may be extended in the sole discretion of the Administrative Agent)) execute and deliver to the Administrative Agent for the benefit of the Lenders and Agents an Instrument of Adherence (Guaranty), in substantially the form of Exhibit E (an “Instrument of Adherence (Guaranty)”), whereby such Restricted Subsidiary becomes a party to the applicable Loan Documents, provided that Foreign Subsidiaries will not execute a Guaranty of U.S. Obligations; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations if such Subsidiary is formed a CFC, a CFC Holdco or acquireda Subsidiary of a CFC; provided further that Restricted Subsidiaries will not execute a Guaranty of U.S. Obligations or Foreign Obligations if (A) the Guaranty of the U.S. Obligations or the Foreign Obligations, notify the Administrative Agent as applicable, (i) would result in a legal impediment or a material adverse tax impact to GWI and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied its Subsidiaries with respect to any Equity Interest such Guaranty as reasonably determined by GWI or (ii) would result in such Subsidiary held by a Loan Party and any Indebtedness violation 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, contractual obligation existing on the Closing Date or (B) prior GWI and the Administrative Agent reasonably agree in writing that the cost of providing such a Guaranty is excessive in relation to the PAETEC Notes Redemption Datevalue afforded thereby. If reasonably requested by any Agent, a Qualified PAETEC Group Memberthe Borrowers shall deliver to the Agents and the Lenders legal opinions in form and substance satisfactory to the Agents opining as to the authorization, validity and enforceability of such Instrument of Adherence (CGuaranty) a Notes SPVand the other documentation delivered in connection therewith, (D) and as to such other matters as any Subsidiary listed on Schedule 5.10 Agent may reasonably request. In addition, the Borrowers shall upon the acquisition or (E) a Special Purpose Receivables creation of any new Subsidiary, promptly (and in any event (x) is a wholly-owned Domestic Subsidiary with respect to RailAmerica and is permitted by applicable law or regulation (without its Subsidiaries only, within 10 Business Days after the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations Voting Trust Termination Date 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 within 45 days (in each case, as may be extended in the case sole discretion of any Subsidiary described in clause (ythe Administrative Agent), on terms no less favorable to ) notify the Lenders than those applicable thereof and provide the Agents and the Lenders with an updated Schedule I and Schedule 8.16(a) to reflect the formation or acquisition of each new Subsidiary. The Borrowers shall indicate on Schedule 8.16(a) whether the newly formed or acquired Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary under such Guarantee of other Indebtedness) and (B) this Credit Agreement. Notwithstanding 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 Datethis §9.14, 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 Restricted Subsidiary 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 which any of the PAETEC Group MembersBorrowers or any of the Restricted Subsidiaries have collectively invested less than $200,000, and so long as such Restricted Subsidiary shall not have (a) assets in excess of $200,000, (b) annual revenue in excess of $200,000 or (c) liabilities in excess of $200,000, shall not be required to become a party to the Guaranty. For the avoidance of doubt, any Person placed in a voting trust substantially similar to the Voting Trust shall not be deemed an acquisition of a new Restricted Subsidiary for the purposes of this §9.14(a) until such Person is released from such voting trust. (b) Upon the execution and delivery to the Administrative Agent for the benefit of the Lenders and Agents of an Instrument of Adherence (Guaranty) as required by §9.14(a) or such later date specified below, then the Borrowers shall, at the Borrowers’ expense: (i) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent, (ii) cause such Subsidiary and, in the case of clause (B) below, each direct and indirect parent of such Subsidiary (if it has not already done so) to (A) duly execute and deliver to the Administrative Agent a Mortgage, applicable Security Agreement supplements, Perfection Certificate (or Canadian Perfection Certificate, as applicable), Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent and (B) deliver to the Administrative Agent all certificates, if any, representing the Capital Stock in and of such Subsidiary, and other instruments of the type specified in §3.4 and §3.4 of the U.S. Security Agreement and Canadian Security Agreement (as applicable), in each case securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents, (iii) within 90 days (or 120 days in the case of Mortgages and related documentation) (as may be extended in the sole discretion of the Administrative Agent) after the PAETEC Notes Redemption Dateexecution and delivery to the Administrative Agent for the benefit of the Lenders and Agents of an Instrument of Adherence (Guaranty), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of the UCC and PPSA financing statements and RPMRR registrations, the giving of notices and the endorsement of notices on title documents) may be necessary in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any Qualified PAETEC Group Member not previously representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the requirements set forth deeds of trust, a Mortgage, supplements to the Collateral Documents as required thereby, Intellectual Property Security Agreements, Perfection Certificate (or Canadian Perfection Certificate, as applicable) and security and pledge agreements, as specified by and in this Section 5.10 form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents. Notwithstanding the foregoing, (A) any real property with a Building, improvement or Manufactured (Mobile) Home shall be subject to a Mortgage entered into to the requirements extent required by §9.16, (B) Mortgages shall not be recorded in any Recording Tax State unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then applicable Total Leverage Ratio set forth in this Section 5.10 §11.1 minus 0.25, and the Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in advance of such recording, at which time each Loan Party shall cause, within 60 days, such Mortgages to be recorded, (C) the Borrowers shall not be required to obtain any title insurance, title reports, title opinions or surveys with respect to any of such properties and (D) no Mortgages will be given if third party consents are required or the consents of Governmental Authorities are not obtained, and (iv) within 90 days (or 120 days in the case of opinions related to Mortgages) (as may be extended in the sole discretion of the Administrative Agent) after the execution and delivery to the Administrative Agent for the benefit of the Lenders and Agents of an Instrument of Adherence (Guaranty), cause such Subsidiary to deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request. (c) Upon the acquisition of any property which shall constitute Collateral pursuant to the applicable Collateral Documents by any Loan Party, if such Qualified PAETEC Group Member became property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a Subsidiary perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrowers shall, at the Borrowers’ expense: (i) within 10 Business Days (and in any event concurrently with the scheduled delivery of financial statements pursuant to §9.4(a) or (b) for the fiscal quarter during which such new or additional property was acquired) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent, (ii) within 90 days (120 days in the case of Mortgages and related documentation) (or such longer period as the Administrative Agent may agree in its sole discretion) after furnishing the information required by §9.14(c)(i), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent a Mortgage, supplements to the Collateral Documents as required thereby, Intellectual Property Security Agreements and other security and pledge agreements (including instruments of the type specified in §12.17(a)(A)), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties. Notwithstanding the foregoing, (A) any real property with a Building, improvement or Manufactured (Mobile) Home shall have a Mortgage entered into to the extent required by §9.16, (B) Mortgages shall not be recorded in any Recording Tax State unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then applicable Total Leverage Ratio set forth in §11.1 minus 0.25 and the Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in advance of such recording, (C) the Borrowers shall not be required to obtain any title insurance, title reports, title opinions or surveys with respect to any of such properties and (D) no Mortgages be given if third party consents are required or the consents of Governmental Authorities are not obtained, (iii) within 90 days (120 days in the case of Mortgages and related documentation) (or such longer period as the Administrative Agent may agree in its sole discretion) after furnishing the information required by §9.14(c)(i), cause the applicable Loan Party to take whatever action (including the recording of Mortgages (to the extent required by the provisions of this §§9.14 or 9.16), the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such dateproperty, enforceable against all third parties (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law)), and (iv) within 90 days (120 days in the case of opinions related to Mortgages) (or such longer period as the Administrative Agent may agree in its sole discretion) after furnishing the information required by §9.14(c)(i), cause the applicable Loan Party to deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that notwithstanding anything to the contrary herein or in the applicable Collateral Documents, (A) control agreements will not be required to perfect any Lien of the Administrative Agent in deposit, securities and commodities accounts, (B) exercise of certain remedies under the Loan Documents may be subject to compliance with the ICC Termination Act of 1995, as amended, and other applicable governmental regulations and (C) any right, title or interest in any permit, license, agreement or contract shall be excluded from the Collateral (x) to the extent and for so long as the grant of a security interest in such permit, license, agreement or contract would cause a default (which has not been waived or otherwise consented to) under such permit, license, agreement or contract (after giving effect to §9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other applicable law or principles of equity) or (y) to the extent and for so long as the grant of a security interest in such property or asset is prohibited by any applicable law, requires a consent pursuant to any applicable contract or lease or requires a consent not obtained of any governmental authority pursuant to any applicable law, statute or regulation. (d) At any time upon the reasonable request of the Administrative Agent, the Loan Parties agree to promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary in obtaining substantially all the benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, Mortgages, supplements to the Collateral Documents as required thereby, Intellectual Property Security Agreements and other security and pledge agreements. (e) The Borrowers must ensure that (i) each Restricted Subsidiary incorporated under the laws of the Commonwealth of Australia which is required to execute and deliver to the Administrative Agent for the benefit of the Lenders and Agents an Instrument of Adherence (Guaranty) in accordance with this §9.14 where such execution and delivery constitutes financial assistance for the purposes of section 260A of the Corporations Xxx 0000 (Cwlth),complies with section 260B of the Corporations Xxx 0000 (Cwlth) and (ii) if such execution and delivery constitutes financial assistance for the purposes of section 260A of the Corporations Xxx 0000 (Cwlth), the shareholders of each such Restricted Subsidiary approve the giving of financial assistance by undertaking the procedures referred to in section 260B of the Corporations Xxx 0000 (Cwlth), in each case, in connection with the entry into an performance of obligations by such Restricted Subsidiaries under and in connection with the Loan Documents.

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 The MYT Guarantor Entities shall not create or acquire any additional Subsidiary, other than an Insignificant Subsidiary, new direct or indirect Subsidiary unless (i) such new Subsidiary is a Notes SPV direct or indirect Subsidiary of NMG Germany GmbH or (ii) such new Subsidiary provides a Special Purpose Receivables Subsidiary, is Limited Guarantee and pledges its assets pursuant thereto and becomes a MYT Guarantor Entity by executing a joinder hereto in the form of Exhibit I within 20 Business Days days of (x) the date of its acquisition or formation for entities formed or acquired after the Sixth ARCA Effective Date, Issue Date and (y) 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 Issue Date 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 DocumentsNew MYT Dutch HoldCo. The Borrower will not, and will MYT Guarantor Entities shall not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVdissolve or liquidate, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and merge with consolidate with another Person or (iii) transfer all or substantially all of their assets to another Person, provided that, on or before September 30, 2019, the MYT Reorganization shall be permitted; provided that all equity pledges and guarantees by the MYT Guarantor Entities shall remain or be assumed by operation of law or otherwise in connection with such restructuring and without the creation of any Special Purpose Receivables Subsidiary) after additional tax liabilities at the Sixth ARCA Effective Date unless either time of the restructuring to the holders of the MYT Holdco Preferred Stock or to the holders of Notes and Third Lien Notes. If (x) all any Person that is required to become a MYT Guarantor Entity pursuant to the immediately preceding sentence is not organized or existing under the laws of the United States of America, any state thereof or the District of Columbia (or any MYT Guarantor entity is redomiciled such that it ceases to be organized in any such jurisdiction), then within 60 days after the date of (a) its acquisition or formation (or redomiciliation) for entities formed after the Issue Date and (b) with respect to New MYT Dutch HoldCo, the earlier of (1) the date that the MYT Reorganization is consummated and (2) September 30, 2019, each holder of Equity Interests issued by such Person shall execute and deliver to the Collateral Agent a pledge agreement under the law of the jurisdiction of such Person’s organization creating a security interest in such Equity Interests in favor of the Collateral Agent for the benefit of the holders of the Secured Obligations and take all steps reasonably required to perfect such Subsidiary shall be directly held by a Loan Party or security interest and render such security interest fully enforceable under such law and (y) if Mariposa Luxembourg I S.à x.x. and Mariposa Luxembourg II S.à x.x. are still in existence after September 30, 2019, then by October 1, 2019 each holder of Equity Interests issued by either such Subsidiary Person shall have Guaranteed the Facility Obligations pursuant execute and deliver to the Guarantee Agreement and shall have satisfied Collateral Agent a pledge agreement under the other provisions law of the jurisdiction of such Person’s organization creating a security interest in such Equity Interests in favor of the Collateral Agent for the benefit of the holders of the Secured Obligations and Guarantee Requirement take all steps reasonably required to perfect such security interest and render such security interest fully enforceable under such law. Upon execution and delivery by the Collateral Agent and any Person required to become a MYT Guarantor Entity pursuant to this Section 7.16 (including New MYT Dutch HoldCo) of a supplement in the form of Exhibit I hereto, such Person will become a Grantor and/or a Guarantor hereunder with respect to the same force and effect as if originally named as a Grantor and/or a Guarantor herein. The execution and delivery of any such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower supplement will not permit any PAETEC Group Member to form or acquire any Subsidiary except for require the purpose of reorganizing the organizational structure or form of organization consent of any other party to this Agreement. The rights and obligations of each party to this Agreement will remain in full force and effect notwithstanding the PAETEC Group Members. For the avoidance addition of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject new party 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 dateAgreement.

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, unless such Domestic Subsidiary is a regulated entity, 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 Supplement to the Guaranty and Pledge Agreement substantially in the form of Exhibit B thereto and such other documents and instruments 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 Domestic Subsidiary, 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. 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 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 Party shall thereafter cease to be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Guaranty and Pledge Agreement, except as provided expressly in this Agreement. In the event that any Person becomes a Foreign Subsidiary owned directly by the Borrower or a Subsidiary Loan Party, other than (A) whether pursuant to an Insignificant Subsidiaryacquisition or otherwise, (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, then (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 the Subsidiary Loan Party owning such Person, (Ai) to pledge sixty-six percent (66%) of the voting Capital Stock and one hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary owned by the Borrower or such Subsidiary Loan Party to Guarantee the Facility 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) Pledge Agreement 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 deliver the PAETEC Notes Redemption Dateoriginal stock certificates evidencing such pledged Capital Stock, 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 together with appropriate stock powers executed 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 dateblank.

Additional Subsidiaries. If any additional Each Subsidiary created or acquired subsequent to the Closing Date (as permitted under the terms of this Agreement) shall also be subject to the satisfaction of the following conditions on or prior to the date of its creation or acquisition (or such other time frame as specified below): (i) Borrower shall provide written notice to Bank at least thirty (30) days prior to the creation or acquisition of such Subsidiary; (ii) such Subsidiary shall execute and deliver to Bank a Joinder Agreement, in form and substance satisfactory to Bank whereby such Subsidiary shall become Borrower hereunder and shall pledge its Collateral as security hereunder; (iii) the Company which acquired or created such Subsidiary shall execute and deliver to Bank a Pledge Agreement with respect to all of its issued and outstanding Capital Stock of such Subsidiary, other than and otherwise in form and substance satisfactory to Bank, together with the original stock certificates (or equivalent) and appropriate stock powers (or equivalent); (iv) Borrower shall deliver to Bank, appropriate UCC financing statements naming such Subsidiary as debtor; (v) with respect to an Insignificant acquired Subsidiary, a Notes SPV or a Special Purpose Receivables Borrower shall deliver to Bank, the results of UCC, federal and state tax lien and judicial lien searches with regard to such Subsidiary, is formed satisfactory to Bank; (vi) Borrower shall deliver to Bank, an officer’s certificate certifying the names of the officers (or acquired after other authorized Persons) of such Subsidiary authorized to sign the Sixth ARCA Effective DateLoan Documents, together with the Borrower will, within ten Business Days after true signatures of such officers (or other authorized Persons) and certified copies of (A) the resolutions of the board of directors (or equivalent governing body) of such Subsidiary evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to 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 Subsidiaryparty, (B) prior to the PAETEC Notes Redemption DateFormation Documents of such Subsidiary having been recently certified by the Secretary of State of the jurisdiction under which such shall have been organized, a Qualified PAETEC Group Member, and (C) a Notes SPV, the Governance Documents of such Subsidiary; (Dvii) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Borrower shall deliver to Bank an opinion of counsel for such Subsidiary, in form and substance reasonably satisfactory to Bank; (viii) Borrower shall deliver to Bank, a good standing certificate (or equivalent) for such Subsidiary issued by the Secretary of State in the state(s) where such Subsidiary is organized or qualified as a foreign entity; (ix) Borrower shall deliver to Bank, revised schedules to this Agreement reflecting the information required thereon for such Subsidiary; and (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) deliver to Bank such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (other documents as Bank may request, 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 datereasonable discretion.

Additional Subsidiaries. If Promptly upon the creation or ----------------------- acquisition of 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, shall so 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 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 shall (Ai) 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 (except in the case of any a Purchasing Subsidiary described in clause or a Subsidiary of a Purchasing Subsidiary, cause such Subsidiary to become a party to this Agreement and a guarantor by causing such Subsidiary to execute and deliver to Agent a counterpart of this Agreement (y)as theretofore amended) and a Corporate Guaranty, and cause such Subsidiary to grant to the Agent, on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions behalf of the Collateral Lenders, a first priority (subject only to Permitted Encumbrances) perfected security interest on all assets (other than Equipment and Guarantee Requirement to be satisfied with respect to real estate) of such Subsidiary, whereupon pursuant to documentation in form and substance satisfactory to Agent and cause such Subsidiary will become a “Guarantor” to execute 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 (deliver such other than Insignificant Subsidiaries and other than (i) any Notes SPVcollateral documents as Agent may reasonably require in connection therewith, (ii) prior except in the case of a Purchasing Subsidiary or a Subsidiary of a Purchasing Subsidiary, cause such Subsidiary to enter into a Blocked Account Agreement (executed in each case by the PAETEC Notes Redemption Dateapplicable depository bank or other financial institution) for each deposit account of such Subsidiary, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after pledge to the Sixth ARCA Effective Date unless either (x) all Agent, on behalf of the Equity Interests Lenders, pursuant to a pledge agreement in form and substance satisfactory to the Agent, a first priority (subject only to Permitted Encumbrances) perfected Lien on all present and future capital stock of such Subsidiary, all distributions in respect thereof and all proceeds thereof and execute and deliver all documents required to be executed and delivered under the terms of such pledge agreement and deliver to the Agent the stock certificates representing such shares (with appropriate stock powers); provided, however, that the foregoing shall not require the pledge any capital stock (and related distributions and proceeds) of any Subsidiary of a Purchasing Subsidiary; and (iv) execute and deliver or cause to be executed and delivered to Agent such other documentation as Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified corporate resolutions and other corporate documents of such Subsidiary shall be directly held by a Loan Party or and favorable opinions of independent counsel (yacceptable to the Agent) to Borrower and such Subsidiary (which shall have Guaranteed cover, among other things, the Facility Obligations pursuant legality, validity, binding effect and enforceability of the documentation referred to above and the validity and perfection of the Liens referred to above), all in form, content and scope satisfactory to Agent. The foregoing shall not constitute a consent by Agent or any Lender 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 creation or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization acquisition of any of the PAETEC Group Members. For the avoidance of doubtSubsidiary, 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 except if such Qualified PAETEC Group Member became acquisition is a Subsidiary on such datePermitted Acquisition or except as permitted under subsection 7.13.

Additional Subsidiaries. If (a) In the event that, subsequent to the Closing Date, any additional Wholly Owned Domestic Subsidiary becomes a Significant Subsidiary, other than whether pursuant to an Insignificant Subsidiaryacquisition or otherwise, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired (x) within twenty (20) Business Days after the Sixth ARCA Effective Datedate such Person becomes a Wholly Owned Domestic Subsidiary of the Borrower, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, shall notify the Administrative Agent and the Collateral Lenders of such additional Wholly Owned Domestic Subsidiary that is a Significant Subsidiary and (y) within twenty (20) Business Days thereafter, the Borrower shall cause such Person (i) to join the Subsidiary Guaranty Agreement as a new Guarantor 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 of the types described in the Security Agreement 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 Wholly Owned Domestic Subsidiary that is a Significant Subsidiary owns Capital Stock in another Person that is a Wholly Owned Domestic Subsidiary, to be satisfied with respect join in the Pledge Agreement to any Equity Interest in pledge such 100% of the Capital Stock, 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 Wholly Owned Domestic Subsidiary held by would have been required to deliver and take pursuant to Section 3.1 if such Wholly Owned Domestic 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 Wholly Owned Domestic Subsidiary of the Borrower, the Borrower shall, or shall cause the Wholly Owned 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, other than (A) an Insignificant Subsidiary, (B) prior Person to the PAETEC Notes Redemption Administrative Agent as security for the Obligations by executing and delivering an amendment or supplement to the 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. (b) In the event that, subsequent to the Closing Date, any Person becomes a Qualified PAETEC Group MemberFirst-Tier Foreign Subsidiary of the Borrower or any Guarantor, (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 twenty (20) Business 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 thirty (30) additional days, the Borrower shall, or shall cause its Wholly Owned Domestic Subsidiary owning such Person to, (Ai) pledge sixty-five percent (65%) of the voting Capital Stock of such First-Tier Foreign Subsidiary to Guarantee the Facility Administrative Agent as security for the Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable an amendment or supplement to the Lenders than those applicable under such Guarantee of other Indebtedness) Pledge Agreement, or a separate pledge agreement, in either case in form and (B) substance reasonably satisfactory to the other provisions of Administrative Agent and 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) deliver all such other documentation (including without limitation, lien searches, legal opinions, landlord waivers, bailee letters and certified organizational documents) and to take all such other actions as Borrower or such Wholly Owned Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such First-Tier Foreign Subsidiary had been a First-Tier 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 5.11, 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 prohibited hereunder. All actions to be taken pursuant to this Section 5.11 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 (a) In the event that, subsequent to the Closing Date, any additional Wholly Owned Domestic Subsidiary becomes a Significant 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 Lenders of such additional Wholly Owned Domestic Subsidiary that is a Significant Subsidiary and (y) within twenty (20) Business Days thereafter, the Borrower shall cause such Person (i) to join the Subsidiary Guaranty Agreement as a new Guarantor by executing and delivering to the Collateral Agent thereof and cause a supplement to the Subsidiary Guaranty Agreement, (ii) to grant Liens in favor of the Collateral Agent in all of its personal property of the types described in the Security Agreement 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 Collateral Agent to authorize the filing of, all such UCC financing statements or similar instruments required by the Collateral Agent to perfect Liens in favor of the Collateral Agent and granted under any Equity Interest of the Loan Documents, (iii) if such Wholly Owned Domestic Subsidiary that is a Significant Subsidiary owns Capital Stock in another Person, to join in the Pledge Agreement to pledge such 100% of the Capital Stock, 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 Wholly Owned Domestic Subsidiary held by would have been required to deliver and take pursuant to Section 3.1 if such Wholly Owned Domestic 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 Wholly Owned Domestic Subsidiary of the Borrower, the Borrower shall, or shall cause the Wholly Owned 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, other than (A) an Insignificant Subsidiary, (B) prior Person to the PAETEC Notes Redemption Collateral Agent as security for the Obligations by executing and delivering an amendment or supplement to the Pledge Agreement, in form and substance satisfactory to the Collateral Agent, and to deliver the original stock certificates evidencing such Capital Stock to the Collateral Agent, together with appropriate stock powers executed in blank. (b) In the event that, subsequent to the Closing Date, any Person becomes a Qualified PAETEC Group MemberFirst-Tier Foreign Subsidiary of the Borrower or any Guarantor, (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 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 thirty (30) additional days, the Borrower shall, or shall cause its Wholly Owned Domestic Subsidiary owning such Person to, (i) pledge sixty-five percent (65%) of the voting Capital Stock of such First-Tier Foreign Subsidiary to the Collateral Agent as security for the Obligations and the obligations under the LCF Facility pursuant to an amendment or supplement to the Pledge Agreement, or a separate pledge agreement, in either case in form and substance reasonably satisfactory to the Collateral Agent and the Required Lenders, (ii) deliver the original stock certificates evidencing such pledged Capital Stock, together with appropriate stock powers executed in blank and (iii) 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 Wholly Owned Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such First-Tier Foreign Subsidiary had been a First-Tier Foreign Subsidiary on the Closing Date. (c) The Borrower agrees that, following the delivery of any Security Documents required to be executed and delivered by this Section 5.12, the Collateral Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to clause (a) and (b) above, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 5.12 shall be at the expense of the Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Collateral Agent. (d) Notwithstanding the foregoing, at any time that the Total Assets of Bxxxxxx International Limited exceed $1,000,000, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and (y) no later than twenty (20) Business Days after Bxxxxxx International Limited’s obligations Total Assets exceed $1,000,000, 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 not to exceed thirty (other than Indebtedness created under the Loan Documents)30) additional days, 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 SPVpledge sixty-five percent (65%) of the voting Capital Stock of Bxxxxxx International Limited to the Collateral Agent as security for the Obligations and the obligations under the LCF Facility pursuant to an amendment or supplement to the Pledge Agreement, or a separate pledge agreement, in either case in form and substance reasonably satisfactory to the Collateral Agent and the Required 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) any Special Purpose Receivables Subsidiarydeliver all such other documentation (including without limitation, lien searches, legal opinions, landlord waivers, and certified organizational documents) after the Sixth ARCA Effective Date unless either (x) and to take all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall other actions as Borrower would have Guaranteed the Facility Obligations been required to deliver and take pursuant to Section 3.1 if the Guarantee Agreement and shall have satisfied Capital Stock of Bxxxxxx International Limited had been pledged on the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Closing 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. (1) 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. (2) 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). (3) 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. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary of Parent is formed or acquired after the Sixth ARCA Global Effective Date, Borrower and Parent will notify the Global Administrative Agent and the Lenders thereof and whether such Subsidiary is an Unrestricted Subsidiary or a Restricted Subsidiary, and if a Restricted Subsidiary, then Borrower will, and Parent will cause such Restricted Subsidiary (unless such Restricted Subsidiary is a Foreign Subsidiary) to mm) execute a Facility Guaranty within ten fifteen (15) Business Days after such Subsidiary is formed or acquired, notify i) execute a Mortgage (to the extent necessary to comply with Section 5.15) and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Global Administrative Agent and the Collateral Agent thereof and shall reasonably request, ii) pledge or 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) pledged all of the Equity Interests in 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 a Pledge Agreement and shall have satisfied the other provisions within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Restricted Subsidiary is a Foreign Subsidiary, Equity Interests of such Restricted Subsidiary to be pledged pursuant to such Pledge Agreement may be limited to 65% of the Collateral total combined voting power of all classes of voting Equity Interests of such Restricted Subsidiary) and Guarantee Requirement with respect iii) cause any and all such Persons (except Parent and Borrower) pledging such Equity Interests pursuant to such Subsidiary. Prior a Pledge Agreement 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 execute a Facility Guaranty but only if such Qualified PAETEC Group Member became Person has not heretofore executed a Subsidiary on such dateFacility Guaranty.

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 Required 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 Administrative Agent (or any successor thereto, any Qualified PAETEC Group Member including without limitation, Collateral Trustee) on behalf of the Secured Lender Parties and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) Secured Parties hereunder and/or certain other secured parties, 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 Required 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 Required 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 (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 Holdings and its Subsidiaries own no Equity Interest) to become a Subsidiary Loan Party, then, Holdings and 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 Holdings 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) (unless such Material Subsidiary except for is an Excluded 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 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. (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. (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 (a) As a condition to the inclusion of any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after Borrowing Base Asset in the Sixth ARCA Effective DateBorrowing Base Amount, the REIT Guarantor and the Borrower willshall (i) cause (x) the Subsidiary that owns such Borrowing Base Asset (which shall be a Person organized under the laws of any state of the United States or the District of Columbia) to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and (y) each Subsidiary that is not a Loan Party that owns, within ten Business Days after directly or indirectly, any Capital Stock of any Subsidiary which becomes a 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 before the date on which a Real Property Asset owned by any such Subsidiary is formed or acquiredinitially included as a Borrowing Base Asset pursuant to a Borrowing Base Certificate; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, notify including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such 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 reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Collateral Agent thereof Lenders to comply with PATRIOT Act, OFAC and cause other “know- your-customer” diligence requirements. (b) Upon the Collateral and Guarantee Requirement to be satisfied with respect to acquisition, incorporation or other creation of any Equity Interest in other direct or indirect Material Subsidiary of the REIT Guarantor if such Subsidiary held by is a Loan Party U.S. Person, other than a U.S. Person substantially all of whose assets are one or more Foreign Subsidiaries, the Borrower shall (i) cause such Material Subsidiary (and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any each Subsidiary that is not then a Loan PartyParty that owns, other than (Adirectly or indirectly, any Capital Stock of any such Material Subsidiary) an Insignificant Subsidiary, (B) prior to become a Guarantor hereunder through the execution and delivery to the PAETEC Notes Redemption DateAdministrative Agent of a Joinder Agreement not later than thirty (30) days after such acquisition, a Qualified PAETEC Group Member, incorporation or other creation (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 such longer period as may be agreed to in writing 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 DocumentsAdministrative Agent), 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 cause such Material Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and 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 reasonably satisfactory to the PAETEC Notes Redemption DateAdministrative Agent, 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 such other information required 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 order for the purpose of reorganizing Administrative Agent and the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubtLenders to comply with PATRIOT Act, from OFAC 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 dateother “know- your-customer” diligence requirements.

Additional Subsidiaries. If (x) 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 DateClosing Date or if a Domestic Subsidiary that was an Excluded Subsidiary no longer meets the applicable criteria to remain an Excluded Subsidiary, or (y) if any additional Foreign Subsidiary that is not an Immaterial Foreign Subsidiary is formed or acquired after the Closing Date or any Foreign Subsidiary ceases to be an Immaterial Foreign Subsidiary, the Borrower will, will promptly notify the Administrative Agent and the Lenders thereof and (a) the Borrower will cause any such Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) (i) to become a party to the Security Agreement in the manner provided therein and within ten Business Days thirty (30) days (or such longer period as the Required Lenders may consent to in their reasonable discretion) after such Subsidiary is formed or acquiredacquired or no longer qualifies as an Excluded Subsidiary, notify (ii) promptly to take such actions to create, grant, establish, preserve and perfect the Liens on such Subsidiary’s assets to the extent required under the Security Documents or as the Administrative Agent or the Required Lenders shall reasonably request in accordance with the Loan Documents and (iii) to deliver, if requested by the Administrative Agent a written opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) to the Borrower or such Subsidiary, as applicable, with respect to the matters described in clauses (i) and (ii) hereof, in each case in form and substance reasonably satisfactory to the Administrative Agent and (b) if any Equity Interests of any such Subsidiary are owned directly by or on behalf of the Collateral Agent thereof and Borrower or any Guarantor, the Borrower will cause the Collateral and Guarantee Requirement such Equity Interests to be satisfied with respect pledged pursuant to any Equity Interest the Security Agreement within thirty (30) days for a Domestic Subsidiary and within sixty (60) days for a Foreign Subsidiary (or, in each case, such longer period as the Required Lenders may consent to in their reasonable discretion) after such Subsidiary held by a Loan Party and is formed or acquired (provided that in no event shall more than sixty percent (60%) of the total outstanding voting Equity Interests in any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan PartyMaterial First-Tier Foreign Subsidiary be required to be so pledged; provided further, other than (A) an Insignificant Subsidiary, (B) prior that no Foreign Subsidiary will be subject 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 (local pledge perfection if in the case of applicable foreign jurisdiction such Foreign Subsidiary would have to consult a works council, or other similar entity, in order to perfect the pledge and 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 pledge of the Equity Interests in of a Foreign Subsidiary may be subject to applicable limitations under the law of the jurisdictions of such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Foreign Subsidiary’s organization); provided further, that notwithstanding anything to the Guarantee Agreement and shall have satisfied contrary herein, (1) the other provisions Administrative Agent may agree at the request of the Collateral and Guarantee Requirement with respect Borrower to exclude additional Foreign Subsidiaries from the pledge requirement if the burden of providing such Subsidiary. Prior pledge to the PAETEC Notes Redemption Date, Borrower outweighs 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 expected benefit 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 pledge to the requirements set forth Lenders and (2) any Foreign Subsidiary formed in this Section 5.10 any Material Foreign Jurisdiction 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 date5.17(b).

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 PartyParty (without limitation, subject to the condition specified in clauses (i) and (ii) of the first parenthetical of clause (b) of the definition of “Collateral and Guarantee Requirement”). 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[reserved], (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (ED) a Special Purpose Receivables Subsidiary[reserved], (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 Article 10 (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[reserved], (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member [reserved] and (iii) any Special Purpose Receivables Subsidiary[reserved]) 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 Article 10 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, (i) (A) deliver 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 notice to the Administrative Agent of the creation or acquisition of any Subsidiary and (B) promptly thereafter (and in any event within thirty (30) days after such creation or acquisition) cause such Person that is a Material Domestic Subsidiary to become a Subsidiary Guarantor by delivering to the Collateral Administrative Agent thereof and cause a duly executed supplement to the Collateral and Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; provided that clause (i)(B) shall not be applicable where a Guarantee Requirement Obligation of the Term Loan Facility by such Subsidiary would result in material adverse tax consequences to be satisfied the Borrower or its Subsidiaries as reasonably determined by the Borrower; (ii) (A) with respect to any Equity Interest Person that becomes a Material Domestic Subsidiary, deliver to the Administrative Agent such original Capital Stock or other certificates and stock or other transfer powers evidencing 100% of the Capital Stock of such Person duly executed in such Subsidiary held blank by a Loan Party and any Indebtedness duly authorized officer of the holder 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 Capital Stock 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) all intercompany notes owing from such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (any Credit Party, together with instruments of transfer executed in the case blank by a duly authorized officer of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) Credit Party and (B) with respect to any person that becomes a Material First Tier Foreign Subsidiary, cause the other provisions applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Material First Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement and Guarantee Requirement not more expansive than the categories in the Collateral Agreement unless otherwise agreed in writing by the Borrower and such Subsidiary) owned by any such Subsidiary that becomes a Guarantor pursuant to clause (i) above by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document, including the perfection requirements contained therein and the filing of financing statements in such jurisdictions as may be satisfied reasonably requested by the Administrative Agent; (iv) deliver to the Administrative Agent such documents and certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent; (v) deliver to the Administrative Agent such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of such Person duly executed in blank by a duly authorized officer of the holder of such Capital Stock, together with instruments of transfer executed in blank by a duly authorized officer of such Credit Party; (vi) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such SubsidiaryPerson, 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 and (other than Insignificant Subsidiaries and other than (ivii) any Notes SPV, (ii) prior deliver to the PAETEC Notes Redemption DateAdministrative Agent such other documents (including opinions of counsel) and take such actions as may be reasonably requested by the Administrative Agent, any Qualified PAETEC Group Member all in form, content 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 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 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 Issue 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 4.13(b)) or (iii) the Borrower Issuer, at its option, elects to cause a Subsidiary organized in a Covered Jurisdiction, 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 Issuer and its Subsidiaries own no Equity Interest or that is organized in a non-Covered Jurisdiction) to become a Subsidiary Note Party, then in each case of (i), (ii) and (iii) Holdings or the Issuer will, within ten Business Days 30 days (or such longer period as may be agreed to by the Controlling Party (or after the Disposition Date and (x) prior to the Discharge of Credit Agreement Obligations, the First Lien Collateral Agent with respect to the corresponding requirement in the First Lien Credit Agreement or (y) after the Discharge of Credit Agreement Obligations, the Required Holders) 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 Issuer has made such election, notify the Administrative Trustee, the Second Lien Notes Collateral Agent and the Collateral Agent thereof Controlling Party 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 Loan Party. If at or Intermediate Parent owned by or on behalf of any time any Subsidiary that is not then a Loan Party, other than Note Party within 30 days after such notice (A) an Insignificant Subsidiary, or such longer period as the Controlling Party (Bor after the Disposition Date and (x) prior to the PAETEC Notes Redemption DateDischarge of Credit Agreement Obligations, 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 First Lien Collateral Agent with respect to obtain any Governmental Authorization) to Guarantee the Facility Obligations corresponding requirement in the First Lien Credit Agreement or (y) Guarantees any Loan Party’s obligations in respect after the Discharge of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Credit Agreement Obligations, the Borrower Required Holders) shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant reasonably agree). The Issuer shall deliver to the Guarantee Agreement Trustee, the Second Lien Notes Collateral Agent and the Controlling Party 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 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 Subsidiary. Prior Restricted Subsidiary or Intermediate Parent. (b) Within 45 days (or such longer period as otherwise provided in this Indenture or as the Controlling Party (or after the Disposition Date and (x) prior to the PAETEC Notes Redemption DateDischarge of Credit Agreement Obligations, the Borrower will First Lien Collateral Agent with respect to the corresponding requirement in the First Lien Credit Agreement or (y) after the Discharge of Credit Agreement Obligations, the Required Holders) may reasonably agree) after Holdings or the Issuer identifies any new Material Subsidiary pursuant to Section 4.05(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 permit already satisfied pursuant to Section 4.13(a). (c) Notwithstanding the foregoing, in the event any PAETEC Group Member Material Real Property would be required to form or acquire any Subsidiary except for be mortgaged pursuant to this Section 4.13, the purpose of reorganizing applicable Note Party shall be required to comply with the organizational structure or form of organization of any “Collateral and Guarantee Requirement” as it relates to such Material Real Property within 90 days, following the latter of the PAETEC Group Members. For date such Subsidiary becomes a Note Party and the avoidance acquisition of doubtsuch Material Real Property, from and or such longer time period as agreed by the Controlling Party (or after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject Disposition Date and (x) prior to the requirements set forth in this Section 5.10 shall be subject Discharge of Credit Agreement Obligations, the First Lien Collateral Agent with respect to the requirements set forth corresponding requirement in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datethe First Lien Credit Agreement or (y) after the Discharge of Credit Agreement Obligations, the Required Holders) in its reasonable discretion.

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 Subsidiary (or the date a Subsidiary otherwise qualifies as a Material 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 such Subsidiary held by that is a Loan Party Domestic Subsidiary and any Indebtedness to the extent no material adverse tax consequences would result, each Subsidiary that is a Foreign Subsidiary of the Borrower; (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 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 Domestic 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. (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 100 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 , 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 (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 any additional Subsidiary, other than an Insignificant Subsidiary, Domestic Subsidiary that is a Notes SPV Material 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 Lenders thereof and, within twenty (20) Business Days after any such Domestic Subsidiary is acquired or formed (or such longer time as the Administrative Agent thereof and may agree), 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 if such Domestic Subsidiary is a Material Subsidiary. If any Domestic Subsidiary in existence as of the Closing Date or acquired or formed after the Closing Date (and any Indebtedness is not a Material Subsidiary on the Closing Date or the date of such formation or acquisition) becomes a Material Subsidiary owed after the Closing Date or the date of such acquisition or formation, the Borrower will promptly notify the Administrative Agent and the Lenders thereof and, within twenty (20) Business Days after such Domestic Subsidiary becomes a Material Subsidiary (or such longer time as the Administrative Agent may agree), will cause such Domestic Subsidiary to become a Subsidiary Loan Party. If at any time any A Domestic Subsidiary that is not then a Material Subsidiary shall become an additional Subsidiary Loan PartyParty by executing and delivering to the Administrative Agent a Subsidiary Guaranty Supplement and, if either of a Borrowed Money Triggering Event or a Leverage Ratio Triggering Event has occurred or within twenty (20) Business Days following the occurrence of either of a Borrowed Money Triggering Event or a Leverage Ratio Triggering Event, a Security Agreement and such other than Security Documents as are required by Section 5.12, accompanied by (Ai) an Insignificant Subsidiaryall other Loan Documents related thereto, (Bii) 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 those delivered pursuant to Section 3.1, and (iii) such other documents as the Administrative Agent may reasonably request. If either of a Borrowed Money Triggering Event or a Leverage Ratio Triggering Event has occurred or within twenty (20) Business Days following the occurrence of either of a Borrowed Money Triggering Event or a Leverage Ratio Triggering Event, such Person shall also pledge, or cause any Person 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 PAETEC Notes Redemption DateAdministrative 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 (if certificated) to the Administrative Agent, together with appropriate stock powers executed in blank. No Subsidiary that becomes a Qualified PAETEC Group MemberSubsidiary Loan Party 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, (C) a Notes SPVas applicable, (D) its respective Security Agreement and Pledge Agreement; provided, however, that the Administrative Agent and the Lenders agree that any Subsidiary listed on Schedule 5.10 Loan Party that no longer qualifies as a Material Subsidiary shall be so released or (E) discharged upon the reasonable written request of the Borrower, subject to reinstatement of the requirement that such Subsidiary become a Special Purpose Receivables SubsidiarySubsidiary Loan Party again, in accordance with the requirements of this Section 5.11. Following the occurrence of either of a Borrowed Money Triggering Event or a Leverage Ratio Triggering Event, in the event that any Person is or becomes a Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary of the Borrower, whether pursuant to an acquisition or otherwise, (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 either of a Borrowed Money Triggering Event or a Leverage Ratio Triggering Event or the date 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 ninety (90) additional days, the Borrower shall, or shall cause its Domestic Subsidiary owning such Person, (Ai) to pledge sixty-five percent (65%) of the Capital Stock of such Foreign Subsidiary to Guarantee the Facility 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 (if certificated), 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 and certified organizational documents) and to take all such other actions as the Borrower or such Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Foreign Subsidiary on the Closing Date. If, at any Special Purpose Receivables Subsidiarytime, the aggregate revenue (on a non-consolidated basis) of the Borrower and those Domestic Subsidiaries that are then Subsidiary Loan Parties are less than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more other Domestic Subsidiaries to become additional Subsidiary Loan Parties, as provided herein, within twenty (20) Business Days after the Sixth ARCA Effective Date unless either Borrower delivers financial statements pursuant to Section 5.1 that demonstrate that the Aggregate Subsidiary Threshold is not exceeded so that after including the revenue and assets of any such additional Subsidiary Loan Parties, the aggregate revenue and assets (xon a non-consolidated basis) all of the Equity Interests in Borrower and all such Subsidiary shall be directly held by a Loan Party Parties would equal or (y) such exceed the Aggregate 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 dateThreshold.

Additional Subsidiaries. (i) 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 Date, the Borrower will, Xerox will promptly (but in any event within ten 20 Business Days of the occurrence of such event) 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 (Aii) 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 if (A) such Subsidiary is a Material Subsidiary that is directly owned by a Domestic Credit Party or a Foreign Credit Party or (B) a Domestic Subsidiary with respect to Guarantee which Xerox has delivered an Immaterial Subsidiary Certificate or a Foreign Subsidiary with respect to which Xerox has delivered an Immaterial Subsidiary Certificate for purposes of clause (a) of the Facility Obligations definition of "Material Foreign Subsidiary" becomes a Material Subsidiary that is directly owned by a Domestic Credit Party or a Foreign Credit Party, Xerox will promptly cause the outstanding Equity Interests of such Subsidiary to be pledged to the extent required by the relevant Security Document (except that (x) no more than 65% of the outstanding voting Equity Interests in any Material Foreign Subsidiary that is a corporation for United States Federal income tax purposes shall be pledged to secure the obligations of Xerox or any Domestic Subsidiary (either directly or through any entity that is a disregarded entity for such purposes) and (y) no Foreign Credit Party shall be required to pledge Equity Interests in any Person other than Material Foreign Subsidiaries directly owned by it and organized under the laws of the same country as such Credit Party (or any state, province or other political subdivision thereof)) and deliver or cause to be delivered to the Administrative Agent all certificates or other instruments representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank; provided that the Agents may agree in their discretion, with respect to any pledge of the Equity Interests in any Material Foreign Subsidiary described in this clause (ii), that the pledge of such Equity Interests is impossible, impractical or unreasonably burdensome or expensive (or has been substantially, but not fully, completed) and the Agents may, in their respective good faith discretion, consent to a waiver of the pledge of any such Equity Interests. In acting pursuant to the Guarantee Agreement foregoing proviso, each Agent shall be entitled to the benefits of Article 8 of this Agreement, and without limiting the generality of the foregoing, the Lenders hereby authorize the Agents, in their sole discretion and from time to time, to grant such waivers and hereby confirm and agree, without limiting the generality of Article 8 of this Agreement, that in the absence of gross negligence or willful misconduct, no Agent shall be liable to any Lender on account of granting any such waiver and any consequences thereof. (b) If (i)(A) any additional Subsidiary referred to in Section 5.11(a) (other than a Subsidiary formed or acquired pursuant to Section 6.04(a)(xvi)) is or subsequently becomes a Wholly-Owned Material Domestic Subsidiary, a Wholly-Owned Material Canadian Subsidiary or a Foreign Subsidiary that is required to be a Foreign Guarantor pursuant to Section 5.14(a) or (B) a Subsidiary that is not a Guarantor on the Effective Date becomes a Wholly-Owned Material Domestic Subsidiary, a Wholly-Owned Material Canadian 107 Subsidiary or a Foreign Subsidiary that is required to be a Foreign Guarantor pursuant to Section 5.14(a) (other than, in each case, a Subsidiary that is not a Xerox Group Company) and (ii) such Subsidiary is not prohibited by Applicable Law or legally valid contractual restrictions in effect on the date hereof or otherwise permitted by Section 6.10 (or, in the case of any Subsidiary described a Finance SPE, legally valid and customary contractual restrictions or other legally valid contractual restrictions entered into in clause (y)connection with the Third Party Vendor Financing Program) from guaranteeing one or more Borrowers' obligations hereunder and, on terms no less favorable from time to time and pursuant to the Lenders than those applicable under relevant Security Document, securing such Guarantee of other Indebtedness) and (B) guarantee, Xerox shall promptly cause such Subsidiary to deliver a duly executed supplement to the other provisions of relevant Security Documents, in the Collateral and Guarantee Requirement form specified therein, to be satisfied with respect to such Subsidiarythe Administrative Agent, whereupon such Subsidiary will become a “"Domestic Guarantor” and “" or "Foreign Guarantor" and, from time to time, "Lien Grantor” " for purposes of the Loan Documents. The Borrower will notIn addition, and will Xerox may, at its option, designate as a Guarantor any other Subsidiary that is not permit any of its Subsidiaries to, form or acquire a Wholly-Owned Material Subsidiary. If any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVis so designated, (ii) prior Xerox shall promptly cause such Subsidiary to deliver a duly executed supplement to the PAETEC Notes Redemption Daterelevant Security Documents, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after in the Sixth ARCA Effective Date unless either (x) all form specified therein, to the Administrative Agent, whereupon such Subsidiary will become a "Guarantor" and, from time to time, a "Lien Grantor" for purposes 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 dateDocuments.

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 None of the Collateral and Guarantee Requirement to be satisfied with respect to such SubsidiaryCredit Parties shall, 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----------------------- directly or indirectly, form or acquire any Subsidiaries, except that RSC Acquisition and RSC Holdings may form, and the Borrowers may form or acquire, Subsidiaries, provided, that, except with respect to the Approved Acquisitions -------- and the Subsidiaries acquired in connection therewith: (i) the applicable Parent Guarantor or Borrower shall give the Agent written notice thereof (A) in the case of a formation of new Subsidiary (other than Insignificant Subsidiaries in connection with an Acquisition) at least 30 Business Days prior to the Consummation Date of such formation, together with a list of all locations of the assets of such Subsidiary after giving effect to such formation or (B) in the case of an Acquisition, within three Business Days after the execution of a letter of intent or other agreement of the applicable Credit Parties, together with (I) a copy of the related letter of intent or such other agreement (which, in either case, shall contain, or be accompanied by, substantially the same information as letters of intent delivered to the Agent prior to the Effective Date) and (II) a list of all locations of the assets which will become property of the Credit Parties after giving effect to such Acquisition (other than (i) any Notes SPV, locations of Persons which will become customers of the Credit Parties after giving effect to such Acquisition); (ii) if such Subsidiary is a Subsidiary of RSC Acquisition or RSC Holdings such Subsidiary shall become a Borrower under this Credit Agreement, and if such Subsidiary is a Subsidiary of any Borrower, such Subsidiary shall, at the option of the Credit Parties (with the consent of the Agent), become a Borrower under this Credit Agreement (solely with respect to Revolving Loans and Letters of Credit) or a Subsidiary Guarantor, provided, that a Subsidiary of a Borrower acquired in an -------- Acquisition shall not be required to become a Borrower or a Subsidiary Guarantor if (A) the Credit Parties notify the Agent at least ten (10) Business Days prior to the PAETEC Notes Redemption Consummation Date of such Acquisition that such Subsidiary will be merged into the Borrower part of the same Subsidiary Group, or that such Subsidiary will be liquidated and the assets of such Subsidiary transferred to such Borrower, in each case within five Business Days after such Consummation Date and (B) such merger or liquidation is consummated within five Business Days after such Consummation Date, any Qualified PAETEC Group Member and ; (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all applicable Parent Guarantor or Borrower shall deliver to the Agent, or cause its Subsidiary to deliver to the Agent, each of the Equity Interests agreements, documents and instruments set forth on Exhibit U within --------- the time periods set forth thereon, provided, that the agreements, -------- documents and instruments described in this clause (iii) shall not be ------------ required for any such Subsidiary which does not become a Borrower or a Subsidiary Guarantor in accordance with clause (ii) above; ----------- (iv) promptly upon the Agent's reasonable request therefor, the applicable Parent Guarantor or Borrower shall deliver any other documentation pertaining to such Subsidiary and the Credit Parties and such Subsidiary, taken as a whole; and (v) any other agreements, documents, instruments, certificates or opinions which the Agent may reasonably request. All agreements, documents, instruments, certificates and opinions delivered pursuant to this Section 8.20 shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant in form and substance reasonably ------------ satisfactory to the Guarantee Agent. Each of the Borrowers and Parent Guarantors expressly agrees that its Obligations shall not be affected or diminished by the addition or release of any other Borrower or Subsidiary Guarantor hereunder, nor by any election by the Majority Lenders not to cause any Subsidiary of any Credit Party to become a Borrower or a Subsidiary Guarantor. This Credit 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 Credit Documents shall be subject fully effective as to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became any Credit Party which becomes a Subsidiary on such dateparty hereto or thereto regardless of whether any other Person becomes, fails to become or ceases to be a party hereto or thereto.

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 Holdings and its Subsidiaries own no Equity Interest) to become a Subsidiary Loan Party, then, Holdings and 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 Holdings 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 SubsidiaryRestricted 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. Prior (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) (unless such Material Subsidiary except for is an Excluded 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 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. (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 67 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 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 Amendment No. 2 Effective Date, the Borrower Company will, within ten three Domestic Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Banks thereof. If such additional Subsidiary is formed or acquired after the date of delivery of the relevant Security Document pursuant to Section 5.19 and is a Material Subsidiary, or if any Subsidiary becomes a Material Subsidiary as a result of a modification to Annex B, then (i) if such Subsidiary is (1) a Subsidiary of NNI, and (2) not a U.S. Subsidiary, the Company will cause any Equity Interest in such Material Subsidiary owned by NNI or any Subsidiary of NNI that is a U.S. Subsidiary to be added to the Collateral Agent thereof subject to the NNI Foreign Pledge Agreement, subject to the limitations set forth therein (or, at the option of the Company, deliver a Foreign Subsidiary Guarantee, whereupon such Material Subsidiary will become a "Subsidiary Guarantor" for purposes of the Loan Documents), (ii) if such Subsidiary is (1) a Subsidiary of the Company, (2) not a Subsidiary of NNI and (3) not a U.S. Subsidiary, cause any Equity Interest in such Material Subsidiary owned by the Company or any Subsidiary (other than NNI or any of its Subsidiaries) to be added to the Collateral subject to the NNL Foreign Pledge Agreement, subject to the limitations set forth therein (or, at the option of the Company, deliver a Foreign Subsidiary Guarantee, whereupon such Material Subsidiary will become a "Subsidiary Guarantor" for purposes of the Loan Documents), (iii) if such Subsidiary is (1) a Subsidiary of NNI, and (2) a U.S. Subsidiary, the Company will cause any Equity Interest in such Material Subsidiary owned by NNI or any Subsidiary of NNI to be added to the Collateral subject to the U.S. Security Agreement, subject to the limitations set forth therein, 29 and (iv) if such Material Subsidiary is organized under the laws of a jurisdiction in the United States or Canada and is not prohibited by applicable law or regulation from securing the Company's obligations hereunder, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Material Subsidiary held (including by causing such Material Subsidiary to become 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 party 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 DocumentsSecurity Agreement), 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 Material 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 ; provided that the Collateral and Guarantee Requirement with respect as the same relates to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Lien Grantor's Mortgaged Property 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 Leasehold Mortgaged Property shall be deemed satisfied if such Lien Grantor complies with the requirements set forth in this of 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 date5.19(h).