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

Additional Subsidiaries. If 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. (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. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired (or otherwise becomes a Subsidiary) after the Sixth ARCA Effective Execution Date, then the Borrower Company will, as promptly as practicable and, in any event, within ten Business Days sixty (60) days (or such longer period as the Administrative Agent, acting reasonably (and without any requirement for Lender consent), may agree to in writing (including electronic mail)) after such Subsidiary is formed or acquired, notify the Administrative Agent (i) whether the Company intends to designate such Subsidiary as an Unrestricted Subsidiary, in which case such Subsidiary shall be deemed to be an Unrestricted Subsidiary from the date of its formation or acquisition for purposes of Section 9.7 or (ii) if the Subsidiary is a Restricted Subsidiary and such Subsidiary is not otherwise exempt from being a Subsidiary Guarantor pursuant to the Collateral Agent thereof and definition thereof, that such Subsidiary is a Restricted Subsidiary that is also a Subsidiary Guarantor and, 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 The Company will cause the management, business and affairs of each of the Company and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Company and its Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to corporation will be treated as a corporate entity separate and distinct from 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 Company 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.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 ▇▇▇▇▇▇▇▇ Definitive Agreement, within ten Business Days (a) such new Subsidiary or (as the case may be) RAM and the Austin Partnership shall, concurrently with such event or as soon as practicable thereafter, execute and deliver to the Administrative Agent an instrument of joinder and accession, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such Person shall join the applicable Security Documents as if such Person was an original signatory thereto, and (b) the Parent, the Borrower, the applicable Subsidiary and/or such new Subsidiary or (as the case may be) RAM and the Austin Partnership shall deliver such other instruments and documents, including without limitation Perfection Certificates, UCC financing statements and stock certificates representing all of the issued and outstanding Capital Stock of such new Subsidiary or (as the case may be) RAM and the Austin Partnership with accompanying stock powers duly executed in blank, in each case required to be executed or delivered pursuant to such Security Documents in order to grant to or maintain the Administrative Agent’s first priority perfected security interest in and to the assets of and the Capital Stock issued by such Person. Further, contemporaneously with the formation or acquisition of such new Subsidiary or the exercise of the option to purchase the remaining Capital Stock of RAM and the Austin Partnership, the Parent, the Borrower, the applicable Subsidiary and/or such new Subsidiary or (as the case may be) RAM and the Austin Partnership shall execute and/or deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §9.15, including without limitation an updated Schedule 8.19 hereto and documentation of the type required to be supplied by the Parent, the Borrower and the Subsidiaries as a condition precedent to the initial Loans made hereunder pursuant to §12, as applicable to such new Subsidiary or Permitted Acquisition or (as the case may be) RAM and the Austin Partnership. (b) In the event that, after the date hereof, the Parent, the Borrower or any domestic Subsidiary creates any new direct subsidiary or acquires a new direct subsidiary, in each case, which is not organized under the laws of the United States or any state or political subdivision of the United States, the Parent, the Borrower, the applicable Subsidiary and/or such Subsidiary is formed or acquired, new subsidiary shall promptly notify the Administrative Agent thereof and, upon the request of the Administrative Agent, deliver a Pledge Agreement and the Collateral Agent thereof such other instruments, documents and cause the Collateral and Guarantee Requirement certificates with accompanying transfer powers duly executed in blank, in each case, as required or necessary to be satisfied with respect executed or delivered in order to any Equity Interest grant to or maintain the Administrative Agent’s first priority perfected security interest in such Subsidiary held by a Loan Party and any Indebtedness to 66 2/3% of the issued and outstanding Capital Stock of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datePerson.

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

Additional Subsidiaries. (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. (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. If any additional SubsidiarySubsidiary of Holdings, other than an Insignificant Subsidiary, a Notes SPV Borrower or a Special Purpose Receivables Subsidiary, Soho is formed or acquired after the Sixth ARCA Restatement Effective Date, the Borrower will, within ten 10 Business Days after of the formation or acquisition thereof, as applicable, Borrower shall notify Agent of such formation or acquisition and Borrower shall (i) cause such Subsidiary is formed or acquiredto become a Subsidiary Guarantor hereunder and become a party to the Guaranty and Security Agreement and take such other action (including, notify without limitation, authorizing the Administrative filing of such UCC financing statements and delivering certificates in respect of the Stock of such Subsidiary) as shall be necessary to create and perfect a first priority Lien (subject only to Permitted Exceptions) in favor of Agent and the Collateral Agent thereof and cause the on such Subsidiary’s Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness (ii) pledge 100% of the 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 Agent pursuant to the PAETEC Notes Redemption DateGuaranty and Security Agreement; provided, a Qualified PAETEC Group Memberhowever, (C) a Notes SPVthat, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiaryunless the Borrower and Agent otherwise agree, in no event shall (x) is a wholly-owned Domestic any Excluded Foreign Subsidiary and is permitted by applicable law or regulation (without be required to guaranty the need to obtain payment of any Governmental Authorization) to Guarantee the Facility Obligations or Obligation, (y) Guarantees any Loan Party’s obligations the Credit Parties, individually or collectively, be required to pledge in respect excess of 66% of the outstanding Voting Stock of any AC Holdings Bonds Excluded Foreign Subsidiary or (z) a security interest be required to be granted on 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 property of any Excluded Foreign Subsidiary described as security for any Obligation. To the extent a Credit Party creates or acquires a Subsidiary or Stock or Stock Equivalents 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” Person whose Stock or Stock Equivalents are also owned in part by a non-Credit Party for purposes of complying with Requirements of Law or otherwise, the Loan Documents. The Borrower applicable Credit Parties will not, cause the Stock and will not permit any Stock Equivalents of its Subsidiaries to, form such Subsidiary or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior Person which are held by such non-Credit Party to be pledged to Agent for 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 benefit 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 Secured Parties pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect Documents 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. 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, ) 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 any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Effective DateAgreement Date or if any Subsidiary that was an Inactive Subsidiary on the Agreement Date continues to be a Subsidiary but ceases to be an Inactive Subsidiary, the Borrower willwill notify the Credit Parties in writing thereof not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired or ceases to be an Inactive Subsidiary and (i) the Borrower will cause such Subsidiary (unless such Subsidiary is a CFC) to (a) execute and deliver each applicable Guarantee Document (or otherwise become a party thereto in the manner provided therein) and become a party to each applicable Security Document in the manner provided therein, within ten in each case not later than the tenth Business Days Day after the date on which such Subsidiary is formed or acquired and (b) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Credit Obligations as the Administrative Agent or the Required Lenders shall reasonably request (it being understood that not more than 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests in a Foreign Subsidiary that is a CFC shall be pledged) and (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of the Borrower or any Subsidiary Guarantor or any loans, advances or other debt is owed or owing by any such Subsidiary to the Borrower or any Subsidiary Guarantor, the Borrower will cause such Equity Interests and promissory notes and other instruments evidencing such loans, advances and other debt to be pledged pursuant to the Security Documents not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

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

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

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

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

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

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

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

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

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

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

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

Additional Subsidiaries. If 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, 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 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, 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 any additional Subsidiary(a) Subject to applicable law, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is each Borrower and each Loan Party will cause each Designated Subsidiary formed or acquired after the Sixth ARCA Effective DateDate or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement to within 30 days (in each case, the Borrower will, within ten Business Days after as such Subsidiary is formed or acquired, notify time may be extended in 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 (AAgent’s sole discretion) 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, become a Guarantor by executing a Joinder Agreement 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 satisfy the Collateral and Guarantee Requirement with respect to such SubsidiaryDesignated Subsidiary and with respect to any Equity Interests in or Indebtedness of such Designated Subsidiary owned by or on behalf of any Loan Party. Prior Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the PAETEC Notes Redemption DateAdministrative Agent, for the benefit of the Administrative Agent and the applicable Lender Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) At the option of the Borrower will not permit Representative, it may (i) cause a U.S. Subsidiary to become a “U.S. Subsidiary Borrower” hereunder, (ii) [reserved], (iii) cause a Swiss Subsidiary to become a “Swiss Borrower” hereunder, (iv) [reserved], (v) [reserved], (vi) cause a Canadian Subsidiary to become a “Canadian Borrower” hereunder or (vi) cause a German Subsidiary to become a “German Borrower” hereunder, in each case, by (x) delivering a written notice to the Administrative Agent at least fifteen (15) Business Days prior to such Subsidiary becoming a Borrower, (y) at least three (3) Business Days prior to such Subsidiary becoming a Borrower, delivering to the Administrative Agent and the Lenders all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case to the extent requested in writing at least ten (10) Business Days prior to such Subsidiary becoming a Borrower, and (z) causing such Subsidiary (A) to execute a joinder agreement to this Agreement in form and substance satisfactory to the Administrative Agent; (B) to satisfy the Collateral and Guarantee Requirement with respect to the assets of such Subsidiary and with respect to any PAETEC Group Member to form Equity Interests in or acquire any Indebtedness of such Subsidiary except for the purpose of reorganizing the organizational structure owned by or form of organization on behalf of any Loan Party and to take all actions necessary or advisable in the opinion of the PAETEC Group Members. For Administrative Agent to cause the avoidance of doubt, from and after Lien created by the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject applicable Collateral Document to be duly perfected to the extent required by such agreement in accordance with all applicable requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent; (C) at the request of the Administrative Agent, to deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Lenders, of counsel to the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 5.10 shall be 5.03(b) and customarily opined upon by counsel to the Loan Parties as the Administrative Agent may reasonably request; (D) to cooperate with the Administrative Agent, and any examiners and appraisers engaged by the Administrative Agent, to facilitate the Administrative Agent’s receipt of the results of an appraisal and a field examination, from an appraiser and an examiner reasonably satisfactory to the Administrative Agent; and (E) to duly authorize, execute and deliver such customary documentation, and take such other customary collateral security and perfection actions, deemed reasonably necessary by the Administrative Agent in its Permitted Discretion, to provide a valid and enforceable first priority and perfected or equivalent Lien (subject to Permitted Liens) in the requirements set forth in this Section 5.10 as if Collateral of such Qualified PAETEC Group Member became a Subsidiary on such dateSubsidiary.

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

Additional Subsidiaries. If No later than 30 days (such date may be extended by the Agent in its reasonable discretion) after (a) the acquisition, incorporation or formation of any additional Subsidiary (including pursuant to an LLC Division) or (b) any Subsidiary ceasing to be an Excluded Subsidiary, cause such 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 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 (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, either (x) is become a wholly-owned Domestic Subsidiary Guarantor by executing and is permitted delivering to the Agent a joinder agreement to the Guaranty or such other documents as required by applicable law or regulation (without the need terms of the Guaranty to obtain any Governmental Authorization) make such Person a party to Guarantee the Facility Obligations Guaranty or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under join this Agreement as a Borrower and become jointly and severally liable for 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” extent provided for purposes of the Loan Documents. The Borrower will notherein, 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 DateAgent such documents, instruments and agreements to establish compliance with each of the foregoing conditions in connection therewith, including without limitation, organization documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Agent. Notwithstanding the foregoing, to the extent that any Qualified PAETEC Group Member Subsidiary of a Loan Party is a first-tier CFC, FSHCO, or Protected Foreign Subsidiary and would otherwise be an Excluded Subsidiary, the Loan Parties shall cause 65% of the voting stock and 100% of the non-voting stock (iiiwithin the meaning of Treasury Regulation Section 1.956-2) of each such CFC or FSHCO and 100% of the equity in any Special Purpose Receivables Subsidiary) after Protected Foreign Subsidiary to be pledged to support the Sixth ARCA Effective Date unless either (x) obligations of the U.S. Loan Parties and all of the Equity Interests in any of such Subsidiary shall entities to be directly held by a pledged to support the obligations of Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Parties that are not U.S. Loan Parties. Notwithstanding, anything to the Guarantee contrary in this Agreement and shall have satisfied or any Other Document, no Subsidiary that is incorporated in Australia will be required to become a Borrower or Guarantor, grant any security or join this Agreement if doing so constitutes financial assistance for the other provisions purposes of section 260A of the Collateral and Guarantee Requirement Australian Corporations Act, until after the completion of an Australian Whitewash in accordance with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any Part 2J.3 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 dateAustralian Corporations Act.

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

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

Additional Subsidiaries. If any additional Subsidiary, 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. If (a) As soon as practicable (but in any additional Subsidiaryevent within ten (10) days or such longer period as the Administrative Agent may agree in its sole discretion) after the acquisition or creation of any Subsidiary which owns, operates a vehicle dealership on or is or will be a lessee of all or any portion of any Financed Property or any existing Subsidiary acquires or commences to own, operate a vehicle dealership on or becomes a lessee of all or any portion of any Financed Property or (b) prior to or simultaneously with any Collateral Substitution, in the event any Subsidiary which owns real property proposed to be a Financed Property in connection with such Collateral Substitution is not an existing Borrower (or any Subsidiary which owns, operates a vehicle dealership on or leases all or any portion of such property, is not an existing Subsidiary Guarantor, as the case may be), cause to be delivered to the Administrative Agent (in addition to any other than an Insignificant Subsidiarydocuments required to be delivered under this Agreement, including pursuant to Section 4.03 or otherwise) each of the following: (i) a Notes SPV Joinder Agreement duly executed by such Subsidiary with all schedules and information thereto appropriately completed with respect to such Subsidiary becoming a “Borrower” or a Special Purpose Receivables Subsidiary“Subsidiary Guarantor”, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after as applicable; (ii) UCC financing statements naming such Subsidiary is formed or acquiredas “Debtor” and naming the Administrative Agent 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 Administrative Agent the Liens on the Collateral Agent thereof conferred under such Joinder Agreement and cause other Security Instruments to the Collateral and Guarantee Requirement extent such Lien may be perfected by UCC filings; (iii) an opinion or opinions of counsel to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness dated as of the date of delivery of such Subsidiary owed Joinder Agreements (and other Loan Documents) provided for in this Section 6.14 and addressed to a Loan Party. If at any time any Subsidiary that is not then a Loan Partythe Administrative Agent, other than in form and substance acceptable to the Administrative Agent; (Aiv) an Insignificant Subsidiarythe documents described in Sections 4.01(a)(iii), (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 Documentsiv), 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 (Bvi) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary; (v) 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. 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.the

Additional Subsidiaries. If In furtherance, and not in limitation, of Section 6.10(a), promptly upon (and in any additional Subsidiaryevent within thirty (30) days after (or such later date as the Administrative Agent shall agree to in its sole discretion)) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party (it being understood that any Subsidiary becoming a Material Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section 6.10(b)), other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after each such new Subsidiary and the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, Loan Parties will notify the Administrative Agent and (i) if such Subsidiary is a Material Subsidiary, execute and deliver to the Administrative Agent a duly executed Guarantor Joinder in accordance with Section 12.12, pursuant to which such new Material Subsidiary shall become a party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (ii) the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Agent thereof and cause Documents. Upon the Collateral and Guarantee Requirement to be satisfied with respect to creation or acquisition of any Equity Interest in such direct or indirect Subsidiary held by a any 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 the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the PAETEC Notes Redemption Dateextent requested by the Administrative Agent. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other Collateral Documents and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a Qualified PAETEC Group MemberPrior Security Interest in the Collateral, (Cto the extent provided in the Collateral Documents, for the Secured Obligations. It is understood and agreed that, to the extent that, as of the last day of any period of four consecutive Fiscal Quarters for which financial statements were required to be delivered pursuant to Section 6.1(a) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiaryb), the Loan Parties do not (x) is own assets at least equal to ninety percent (90%) of the total assets (as calculated in accordance with GAAP) of the Borrower and its Subsidiaries on a wholly-owned Domestic Subsidiary 13920172v6 consolidated basis 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 have earnings before interest expense, tax, depreciation and amortization (as calculated in respect accordance with GAAP) at least equal to ninety percent (90%) of any AC Holdings Bonds or any other Indebtedness earnings before interest expense, tax, depreciation and amortization (other than Indebtedness created under as calculated in accordance with GAAP) of the Loan Documents)Borrower and its Subsidiaries on a consolidated basis, the Borrower shall promptly shall, within thirty (30) days (or such longer period of time as is agreed to by the Administrative Agent in its sole discretion), cause Subsidiaries that are not currently deemed Material Subsidiaries as would be necessary to cause the Loan Parties to (Ax) own assets at least equal to ninety percent (90%) of the total assets (as calculated in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated basis and (y) have earnings before interest expense, tax, depreciation and amortization (as calculated in accordance with GAAP) at least equal to ninety percent (90%) of earnings before interest expense, tax, depreciation and amortization (as calculated in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated basis, to execute and deliver to the Administrative Agent a duly executed Guarantor Joinder in accordance with Section 12.12 pursuant to which each such Subsidiary to Guarantee the Facility Obligations pursuant shall become a party hereto as a Guarantor and shall become a party to the Guarantee Security Agreement as a Grantor (as defined therein), together with such other documents, certificates and opinions (including opinions of local counsel in the case jurisdiction of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under organization of each such Guarantee of other IndebtednessSubsidiary) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to regarding each such Subsidiary, whereupon in form, content and scope reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes other action as the Administrative Agent may reasonably request to create in favor of the Loan Documents. The Borrower will notAdministrative Agent a Prior Security Interest in the Collateral, 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 extent provided 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 DateDocuments, 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 dateSecured Obligations.

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. If any additional SubsidiaryIt is the intent of the parties that each U.S. Subsidiary of the Issuer that is a Wholly-Owned Subsidiary and established, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed created or acquired by the Issuer after the Sixth ARCA Effective DateClosing Date and each Subsidiary that Guarantees the obligations of the Issuer under the FP Note Documents, the Borrower will, within ten Business Days after LM/BP Note Documents or the Convertible Note Documents become a Guarantor hereunder. Prior to or upon the acquisition or formation of any Subsidiary or the Guarantee by such Subsidiary is formed of the obligations under the FP Note Documents, the LM/BP Note Documents or acquired, the Convertible Note Documents: (a) notify the Administrative Agent and the Collateral Agent Purchasers thereof in writing, together with the (i) jurisdiction of organization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and cause the Collateral percentage of outstanding shares of each class owned (directly or indirectly) by any Note Party or any Subsidiary and Guarantee Requirement to be satisfied (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect to any Equity Interest in thereto; and (b) if such U.S. 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 Subsidiary, is a Wholly-Owned Subsidiary or (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 that Guarantees 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 otherwise obligated in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under for borrowed money of any Note Party, including the Loan Documents)FP Notes, the Borrower shall promptly LM/BP Notes and the Convertible Notes, cause within 45 days (Aor such longer period of time as agreed to by the Required Purchasers in their sole discretion) (i) such Subsidiary to Guarantee the Facility Obligations pursuant become a Guarantor by executing and delivering to the Guarantee Agent and the Purchasers a Joinder Agreement or such other documents as the Required Purchasers shall reasonably request for such purpose, and (ii) deliver to the Agent documents of the types referred to in Sections 6.01(f)-(h) in order to grant Liens to the case Agent for the benefit of any the Secured Parties in all assets of such Subsidiary described constituting Collateral and favorable opinions of counsel to such Persons (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (yi) or (ii), on terms no less favorable as applicable), all in form, content and scope reasonably satisfactory to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the 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 dateRequired Purchasers.

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 after the Effective Date any Person is or becomes a Subsidiary (or any Subsidiary that initially is not then an Excluded Subsidiary ceases to be an Excluded Subsidiary) the Borrower, within 30 days of such Person becoming a Loan PartySubsidiary (or ceasing to be an Excluded Subsidiary), other than will (Aa) an Insignificant Subsidiary, cause such Subsidiary (B) prior to the PAETEC Notes Redemption Date, unless such Subsidiary is a Qualified PAETEC Group MemberJoint Venture, (C) a Notes SPVJoint Venture Holding Company, (D) any Foreign Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Excluded 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 become a Guarantor pursuant to the Guarantee Agreement Agreement; (in the case of any Subsidiary described in clause (y)b) pledge, 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 or cause to be satisfied with respect to such Subsidiarypledged, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes all the outstanding shares of the Loan Documents. The Borrower will not, and will not permit any capital stock 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 Investments in such Subsidiary shall be directly held (unless such Subsidiary is a Foreign Subsidiary or Excluded Subsidiary or, prior to January 1, 1997, a Qualified Joint Venture not owned by a Loan Party Joint Venture Holding Company) that are owned directly or indirectly by or on behalf of the Borrower or any other Subsidiary (y) unless such Subsidiary shall have Guaranteed the Facility Obligations is a Qualified Joint Venture, Joint Venture Holding Company, Foreign Subsidiary or Excluded Subsidiary), to be pledged pursuant to the Guarantee Pledge Agreement; (c) cause such Subsidiary (unless such Subsidiary is a Qualified Joint Venture, Joint Venture Holding Company, Foreign Subsidiary or Excluded Subsidiary) to become a party to the Pledge Agreement and shall have satisfied the other provisions of the Collateral Security Agreement and Guarantee Requirement with respect to such Subsidiary. Prior grant Liens on its assets to the PAETEC Notes Redemption Datesame extent as the Borrower and its other Subsidiaries thereunder; and (d) take all actions as shall be necessary, or that the Agent or the Security Agent shall reasonably request, to perfect such Liens, including, without limitation, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose execution and filing of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubtUniform Commercial Code financing statements in all relevant jurisdictions, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject deliver evidence thereof to the requirements set forth in this Section 5.10 shall be subject to Security Agent, all at the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateBorrower's expense.

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 Guarantee Requirement 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 Guaranty 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 one hundred percent (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, other than an Insignificant Subsidiary, organized in a Notes SPV or a Special Purpose Receivables SubsidiaryCovered Jurisdiction, is formed or acquired after the Sixth ARCA Effective Closing Date, (ii) any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iii) Holdings or the Borrower, with the Administrative Agent’s consent, elect to cause a Subsidiary organized outside of a Covered Jurisdiction, or to the extent reasonably acceptable to the Administrative Agent, a Subsidiary that is not a Wholly Owned Subsidiary (including any consolidated Affiliate in which Holdings, the Borrower and their respective subsidiaries own no Equity Interest or that is organized in a non-Covered Jurisdiction) to become a Subsidiary Credit Party, then 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 is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary or Holdings or the Borrower have 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 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 Credit Party. (b) Notwithstanding the PAETEC Notes Redemption Dateforegoing, in the event any Material Real Property would be required to be mortgaged pursuant to this Section 9.09, 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 Material 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, direct Subsidiary is formed or acquired after the Sixth ARCA Second Refinancing Facility Agreement Effective DateDate by any Loan Party (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC) 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. If Within 30 days (or such shorter period of time as may be required in this Agreement in connection with the Permitted Restructuring) after the creation or acquisition of any additional SubsidiarySubsidiary by any Credit Party, such Credit Party (other than an Insignificant Credit Parties that become Additional Borrowers pursuant to Section 2.16) shall cause to be executed and delivered, (i) by such new Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary Guaranty Agreement substantially in the form of Exhibit G to this Agreement and pursuant to which such Subsidiary shall guarantee the payment and performance of all of the Obligations, (ii) by such new Subsidiary, is formed or acquired after a Guarantor Security Agreement substantially in the Sixth ARCA Effective Date, form of Exhibit H to this Agreement pursuant to which the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify Agent (for the Administrative Agent benefit of itself and the Lenders) shall be granted a first priority (subject to Permitted Encumbrances) and perfected security interest in all Collateral Agent thereof and cause (as defined in the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness Security Agreement) of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, either (x) is property in which a wholly-owned Domestic Subsidiary security interest can be granted and is permitted by applicable law or regulation (without perfected under the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations Code or (y) Guarantees Intellectual Property registered with the United States Patent and Trademark Office or the United States Copyright Office, (iii) by such new Subsidiary if it owns any Loan Party’s obligations real property, a Mortgage in respect form and substance reasonably satisfactory to Agent) pursuant to which the Agent (for the benefit of any AC Holdings Bonds or any itself and the Lenders) shall be granted a first priority (subject to Permitted Encumbrances) and perfected Lien in such Mortgaged Properties together with the other Indebtedness documents relating to such Mortgaged Properties described in Section 6.13, (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (Aiv) by such Subsidiary if it owns any Intellectual Property that is registered with the United States Patent and Trademark Office or the United States Copyright Office, an Intellectual Property Security Agreement in substantially the form of the Intellectual Property Security Agreement delivered by the other Credit Parties on the Closing Date (or otherwise in form and substance reasonably satisfactory to Guarantee the Facility Obligations Agent) and pursuant to which the Guarantee Agent (for the benefit of itself and the Lenders) shall be granted a first priority (subject to Permitted Encumbrances) and perfected security in all of such Intellectual Property, (v) by the Credit Party that is such Subsidiary's direct parent company or companies, a Pledge Agreement (substantially in the case form of any the Pledge Agreement delivered by the other Credit Parties on the Closing Date (or otherwise in form and substance reasonably satisfactory to the Agent) and pursuant to which all of the Stock of such new Subsidiary owned by each such parent company shall be pledged to the Collateral Agent (for the benefit of itself and the Lenders) on a first priority and perfected basis to secure the Obligations, and (vi) by the applicable Credit Parties, such other related documents (including closing certificates, legal opinions and other documents of the types described in clause (y)Exhibit I) as the Agent may reasonably request, on terms no less favorable all in form and substance reasonably 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 SubsidiaryAgent; provided, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will nothowever, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than that clause (i) above shall not apply to 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 newly-formed Subsidiary that becomes an Additional Borrower in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement accordance with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date2.16.

Additional Subsidiaries. (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 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. 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 Each Credit Party 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 cause each of its Subsidiaries to, within thirty (30) days after the creation or acquisition of any Subsidiary of a Credit Party, cause to be executed and delivered to the Administrative Agent (a) duly executed joinder agreements in form and substance reasonably satisfactory to the Administrative Agent joining such Subsidiary to the Security Agreement or acquire the Canadian Security Agreement, as applicable, and any other applicable Security Documents; provided that (i) no Foreign Subsidiary (other than Insignificant Subsidiaries Canada) and other than (ii) no Subsidiary that is not a Material Operating Subsidiary shall be required to execute any such joinder agreements, (b) updated Schedules 8.1(a), 8.1(b) and 8.1(y) reflecting the creation or acquisition of such Subsidiary, (c) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such Subsidiary to this Agreement as a Borrower or a Guarantor, as applicable, (d) a duly executed pledge agreement in form and substance reasonably satisfactory to the Administrative Agent pledging all direct or beneficial Equity Interests in such new Subsidiary (regardless of whether owned by a Credit Party or a Subsidiary of a Credit Party or a minority shareholder); provided that no Equity Interests of (i) any Notes SPV, Subsidiary which is organized outside of the United States (other than Canada) or (ii) prior any Subsidiary which is not a Material Operating Subsidiary shall be required to be pledged, (e) favorable legal opinions addressed to the PAETEC Notes Redemption DateAdministrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to any such joinder agreements and pledge agreement, any Qualified PAETEC Group Member (f) original stock or other certificates and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of stock or other transfer powers evidencing the Equity Interests of such Credit Party in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pledged pursuant to such pledge agreement, (g) all documents required by Section 10.11, and (h) any other documents and certificates as may be requested by 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. 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, within fifteen (15) Business Days after any such Subsidiary is acquired or formed, will cause such Subsidiary to become a Subsidiary Loan Party; provided, however, if such Domestic Subsidiary is non-wholly owned, no such Guarantee shall be required, and provided that Borrower elects not to cause the Collateral and Guarantee Requirement to be satisfied with respect to delivery of such Guaranty, then any Equity Interest Investment 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 whollynon-wholly owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need shall be subject to obtain Section 7.4 hereof; provided, further, however, that if 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)non-wholly owned Subsidiary becomes a wholly owned Subsidiary, the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant become a Subsidiary Loan Party. A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable Administrative Agent a supplement to the Lenders than those applicable under such Guarantee of other Indebtedness) Subsidiary Guaranty Agreement in form and (B) substance reasonably satisfactory to the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such SubsidiaryAdministrative Agent, 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 accompanied by (i) any Notes SPVall other Loan Documents related thereto, (ii) prior certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to the PAETEC Notes Redemption Datethose delivered pursuant to Section 3.1(b), any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after such other documents as the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be directly held by a Subsidiary Loan Party or (y) such be entitled to be released or discharged from its obligations under the Subsidiary shall have Guaranteed Guaranty Agreement. If any Subsidiary is acquired or formed after the Facility Obligations pursuant to the Guarantee 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 deliver such documents as required by Section 5.9(a) within 10 days in the purpose case of reorganizing Domestic Subsidiaries and will deliver such documents as required by Section 5.9(c) within 45 days in the organizational structure or form case 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 dateForeign Subsidiaries.

Additional Subsidiaries. (a) If after the Effectiveness Date any additional Subsidiary, Subsidiary (other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is the Spear Joint Venture) shall be formed or acquired after the Sixth ARCA Effective Dateacquired, any Loan Party shall acquire any Equity Interest in any Person or any Loan Party shall acquire any Indebtedness in an aggregate principal amount for any obligor in excess of $1,000,000, the Borrower willCompany will notify the Administrative Agent and the Lenders thereof and (i) if such Subsidiary is a Subsidiary Loan Party, the Company will cause such Subsidiary to become a party to the Subsidiary Guaranty Agreement and the Security Agreement within ten five Business Days after such Subsidiary is formed or acquiredacquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (ii) if any Equity Interest in or Indebtedness of such Subsidiary or Person shall be owned by or on behalf of any Loan Party, the Company will cause such Equity Interests and any promissory notes evidencing such Indebtedness in an aggregate principal amount for any obligor in excess of $1,000,000 to be pledged pursuant to the Pledge Agreement within five Business Days after such Subsidiary is formed or acquired or such Equity Interest or Indebtedness is acquired (except that, if such Subsidiary is a Foreign Subsidiary, the voting Equity Interests in such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests in such Subsidiary), PROVIDED that no Loan Party shall be required to pledge under the Security Documents any Aerospace Note or any Equity Interest in Alliant Assurance Ltd. held by it. (b) Upon the formation of the Spear Joint Venture, the Company will notify the Administrative Agent and the Collateral Agent Lenders thereof and within 15 Business Days after the Spear Joint Venture is formed (i) the Borrowers will cause the Collateral and Guarantee Requirement Spear Joint Venture 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 deliver to the PAETEC Notes Redemption DateAdministrative Agent each security agreement, a Qualified PAETEC Group Memberpledge agreement, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 mortgage and other document or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary instrument required to cause substantially all the assets of the Spear Joint Venture to secure the obligations of the Spear Joint Venture under the Spear Note 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 all obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under Letters of Credit issued for 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 benefit 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 Spear Joint Venture or any of its Subsidiaries tosubsidiaries (the "SPEAR OBLIGATIONS"), form in each case on terms reasonably satisfactory to the Administrative Agent, and promptly take such other actions as may be required to create and perfect Liens on the Spear Joint Venture's assets to secure the Spear Obligations as the Administrative Agent or acquire any Subsidiary (other than Insignificant Subsidiaries the Required Lenders shall reasonably request 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) Borrowers will cause all of the Equity Interests in such the Spear Joint Venture owned by any Borrower or any Subsidiary shall and the Spear Note to be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pledged pursuant to the Guarantee Pledge Agreement to secure the Obligations and shall have satisfied all the other provisions rights and interests of the Collateral Borrowers and Guarantee Requirement the Subsidiaries in and to the Spear Joint Venture to be assigned to the Administrative Agent, for the benefit of the secured parties under the Security Agreement, to secure the Obligations. In the event the Spear Joint Venture shall at any time own, directly or indirectly, any Equity Interests in any Person, all such Equity Interests, and, if such Person is a subsidiary of the Spear Joint Venture, substantially all the assets of such subsidiary, shall within 15 Business Days of the acquisition, creation or formation thereof be pledged under the foregoing documents and instruments to secure the Spear Obligations. The Administrative Agent shall be appointed as collateral agent under each such document and instrument for all parties secured thereby (it being understood that the Spear Partner Permitted Indebtedness may be secured thereby ratably with the Spear Obligations) and will control all actions and decisions thereunder and with respect to the collateral subject thereto; PROVIDED that in the event the Administrative Agent intends to exercise any right to foreclose upon or otherwise cause the sale or transfer of any portion of the Spear Collateral, the Administrative Agent will give the Spear Partner 10 Business Days' notice prior to exercising such Subsidiary. Prior right and if within such 10 Business Day period the Spear Partner shall make a written offer to purchase such portion of the Spear Collateral, the Administrative Agent will not be permitted to sell such portion of the Spear Collateral to any Person other than the Spear Partner on or prior to the PAETEC Notes Redemption Date60th day following receipt of such offer unless it has sold such portion of the Spear Collateral to one or more other Persons on terms in its judgment, taken as a whole, more favorable than the terms of such offer (and if no sale is made within such 60-day period to any third party, the Borrower Administrative Agent will sell such portion of the Spear Collateral to the Spear Partner on the terms of such offer). The Company hereby agrees that any sale to the Spear Partner pursuant to such offer, whether or not permit the Administrative Agent shall have solicited or considered any PAETEC Group Member offer from any other Person, will be conclusively deemed to form be for fair value and for adequate consideration. (c) Upon the formation of the Arrow Joint Venture, the Company will notify the Administrative Agent and the Lenders thereof and within 15 Business Days after the Arrow Joint Venture is formed the Borrowers will cause all the Equity Interests in the Arrow Joint Venture owned by the Company or acquire any Subsidiary except to be pledged pursuant to the Pledge Agreement to secure the Obligations and all the rights and interests of the Company and the Subsidiaries in and to the Arrow Joint Venture to be assigned to the Administrative Agent, for the purpose of reorganizing the organizational structure or form of organization of any benefit of the PAETEC Group Members. For secured parties under the avoidance of doubtSecurity Agreement, from and after to secure 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 dateObligations.

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. (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), (xxi), (xxii) and (xxiii) 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 (a) Subject to Bankruptcy Law, the terms of the DIP Order and any additional Subsidiaryrequired approvals by the Bankruptcy Court with respect to each Debtor, other than an Insignificant SubsidiaryinIn the event that, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after subsequent to the Sixth ARCA Effective Date, the Borrower willany Direct Wholly Owned Domestic Subsidiary becomes a Significant Subsidiary, whether pursuant to an acquisition or otherwise, (x) within ten twenty (20) Business Days after the date such Direct Wholly Owned Domestic Subsidiary is formed or acquiredbecomes a Significant Subsidiary, the Borrower shall notify the Administrative Agent and the Collateral Agent Lenders thereof and (y) within twenty (20) Business Days thereafter, the Borrower shall cause such Direct Wholly Owned Domestic Subsidiary to Guarantee the Obligations pursuant to Article XI. In addition, to the extent the Capital Stock of such Direct Wholly Owned Domestic Subsidiary is not already pledged, within twenty (20) Business Days after the date that the Borrower gives the Administrative Agent and the Lenders notice that such Direct Wholly Owned Domestic Subsidiary has become a Significant Subsidiary, the Borrower shall pledge all of the Capital Stock of such Direct Wholly Owned Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering an amendment or supplement to the First and Second LienU.S. Security Agreement, in form and substance satisfactory to the Administrative Agent, and to deliver the original stock certificates, if any, evidencing such Capital Stock to the Administrative Agent (or, in the case of Shared Collateral, the Existing Collateral Agent, as bailee for the Administrative Agent in accordance with the terms of the Intercreditor Agreement), together with appropriate stock powers executed in blank. (b) Subject to Bankruptcy Law, the terms of the DIP Order and Guarantee Requirement to be satisfied any required approvals by the Bankruptcy Court with respect to each Debtor, subject to Section 7.13, in the event that, subsequent to the Effective Date, any Equity Interest Person becomes a Direct Wholly Owned Foreign Subsidiary of the Borrower, whether pursuant to an acquisition or otherwise, (x) 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 Direct Wholly Owned Foreign Subsidiary, or if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit (not to exceed thirty (30) additional days), the Borrower shall, or shall cause the owner of the Capital Stock of such Person to, (i) pledge 100% of the Capital Stock of such Direct Wholly Owned Foreign Subsidiary held to the Administrative Agent as security for the Obligations pursuant to an amendment or supplement to the First and Second LienU.S. Security Agreement, or a separate pledge agreement, in either case in form and substance reasonably satisfactory to the Administrative Agent, (ii) deliver the original stock certificates evidencing such pledged Capital Stock, together with appropriate stock powers executed in blank, to the Administrative Agent (or, in the case of Shared Collateral, the Existing Collateral Agent), and (iii) , and (iii) if requested by the Administrative Agent, deliver all such other documentation (including without limitation, lien searches, legal opinions and certified organizational documents) and to take all such other actions as Borrower would have been required to deliver and take pursuant to Section 3.1 of this Agreement of this Agreement as in effect immediately prior to the Amendment No. 5 Effective Date if such Direct Wholly Owned Foreign Subsidiary had been a Direct Wholly Owned Foreign Subsidiary on the Effective Date. In addition, in the event that, subsequent to the Amendment No. 5 Effective Date and on or prior to March 31, 2020, any Person becomes a Wholly Owned Subsidiary organized in England and Wales, the Cayman Islands or any other jurisdiction acceptable to the Required Lenders, the Borrower may choose to cause such Wholly Owned Subsidiary to become a Loan Party and any Indebtedness to Guarantee the Obligations pursuant to Article XI by (i) giving prompt notice of such Subsidiary owed election to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiarythe Administrative Agent, (Bii) pledging all of the Capital Stock of such Wholly Owned Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering an amendment or supplement to the U.S. Security Agreement, in form and substance satisfactory to the Administrative Agent, (iii) delivering the original stock certificates, if any, evidencing such Capital Stock to the Administrative Agent, together with appropriate stock powers executed in blank, (iv) delivering such other Security Documents to the Administrative Agent as shall be necessary or appropriate to maintain the creation and perfection of Liens on the assets of such Wholly Owned Subsidiary of the type included in the Collateral (including, for the avoidance of doubt, any Collateral transferred to such Wholly Owned Subsidiary) and (v) if requested by the Administrative Agent, deliver all such other documentation (including without limitation, lien searches, legal opinions and certified organizational documents) and to take all such other actions as Borrower would have been required to deliver and take pursuant to Section 3.1 if such Directof this Agreement as in effect immediately prior to the PAETEC Notes Redemption Amendment No. 5 Effective Date if such Wholly Owned Foreign Subsidiary had been a Direct Wholly Owned Foreign Subsidiary Loan Party on the Effective Date. (c) Subject to Bankruptcy Law, the terms of the DIP Order and any required approvals by the Bankruptcy Court with respect to each Debtor, subject to Section 7.13, if the Borrower forms or acquires any Direct Wholly Owned Domestic Subsidiary after the Effective Date, a Qualified PAETEC Group Member, no later than twenty (C20) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 Business Days after the date of formation or (E) a Special Purpose Receivables acquisition of such Direct Wholly Owned Domestic 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 (xnot to exceed thirty (30) 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 Documentsadditional days), the Borrower shall promptly cause (A) pledge all of the Capital Stock of such newly formed or acquired Direct Wholly Owned Domestic Subsidiary to Guarantee the Facility Administrative Agent as security for the Obligations pursuant by executing and delivering an amendment or supplement to the Guarantee Agreement First and Second LienU.S. Security Agreement, in form and substance satisfactory to the Administrative Agent, and to deliver the original stock certificates, if any, evidencing such Capital Stock, together with appropriate stock powers executed in blank, to the Administrative Agent (or, in the case of Shared Collateral, the Existing Collateral Agent, as bailee for the Administrative Agent in accordance with the terms of the Intercreditor Agreement following the execution thereof). (d) Subject to Bankruptcy Law, the terms of the DIP Order and any Subsidiary described in clause required approvals by the Bankruptcy Court with respect to each Debtor, theThe Borrower agrees that, following the delivery of any Security Documents required to be executed and delivered under this Section 5.10, the Administrative Agent shall have a valid and enforceable perfected Lien on the property required to be pledged pursuant to clauses (ya), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness(b) and (Bc) the other provisions above, in each case prior and superior in right to any Lien granted in favor of the Collateral and Guarantee Requirement any Person that is prohibited hereunder. All actions to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations taken pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject at the expense of the Borrower or the applicable Loan Party, and shall be taken to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datereasonable satisfaction of the Administrative Agent.

Additional Subsidiaries. If 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 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 Borrower 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 such Material Subsidiary (Aunless such Material Subsidiary is a Foreign Subsidiary) such Subsidiary to Guarantee the Facility Obligations pursuant execute and deliver to the Guarantee Agreement Global Administrative Agent a Guaranty. On or before the date of the designation by the Borrower of a Subsidiary as a Material Subsidiary, the Borrower or relevant Subsidiary (in the case of any Subsidiary described in clause (ywhich shall not be a Foreign Subsidiary), 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 Subsidiaryas applicable, 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) pledge all of the Equity Interests in such newly designated Material Subsidiary owned by the Borrower or such Subsidiary (except that, if such new Material Subsidiary is a Foreign Subsidiary, the Equity Interests of such Material Subsidiary to be pledged pursuant to such Pledge Agreement shall be directly held limited to 65% of the total combined voting power of all classes of voting Equity Interests of such Material Subsidiary and 100% of all non-voting Equity Interests of such Material Subsidiary owned by the Borrower or such Subsidiary) and shall execute and deliver to the Global Administrative Agent a Loan Party Pledge Agreement together with (i) all certificates (or (yother evidence acceptable to the Global Administrative Agent) evidencing the issued and outstanding Equity Interests owned by the Borrower or such Subsidiary shall have Guaranteed the Facility Obligations pursuant (subject to the Guarantee Agreement 65% and shall have satisfied the other provisions of the Collateral and Guarantee Requirement 100% limitations above with respect to Foreign Subsidiaries) of any such new Material Subsidiary of every class owned by the Borrower or such Subsidiary (as applicable) which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as the Global Administrative Agent shall deem reasonably necessary or appropriate to grant, evidence and perfect the Liens required hereunder in the issued and outstanding Equity Interests of each such new Material Subsidiary. Prior to On or before the PAETEC Notes Redemption designation by the Borrower of any additional Material Subsidiary after the Global Effective Date, the Borrower will not permit any PAETEC Group Member cause such Material Subsidiary (unless such Material Subsidiary is a Foreign Subsidiary) 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 a Mortgage, 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 5.18, and Security Agreement 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 5.18, 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 (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 Wholly Owned Domestic Subsidiary becomes a Significant Subsidiary, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, shall notify the Administrative Agent and the Collateral Agent Lenders thereof and (y) within twenty (20) Business Days thereafter, the Borrower shall cause such Wholly Owned Domestic Subsidiary (i) to join the Collateral Subsidiary Guaranty Agreement as a new Guarantor by executing and Guarantee Requirement delivering to be satisfied with respect the Administrative Agent a supplement to any Equity Interest 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 as a grantor thereunder, (iii) if such Wholly Owned Domestic Subsidiary held by a Loan Party and any Indebtedness owns material Intellectual Property, to grant Liens in favor of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than the Administrative Agent (A) an Insignificant Subsidiaryin its Copyrights (if such Intellectual Property consists of Copyrights) by executing and delivering a Copyright Security Agreement, (B) prior to the PAETEC Notes Redemption Date, in its Patents (if such Intellectual Property consists of Patents) by executing and delivering a Qualified PAETEC Group Member, Patent Security Agreement and (C) in its Trademarks (if such Intellectual Property consists of Trademarks) by executing and delivering a Notes SPVTrademark Security Agreement, and to 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 of the Loan Documents, (Div) if such Wholly Owned Domestic Subsidiary owns Capital Stock in another Person that is a Wholly Owned Domestic Subsidiary, to pledge 100% of such Capital Stock to the Administrative Agent by joining the Pledge Agreement as a pledgor thereunder, (v) if such Wholly Owned Domestic Subsidiary owns Capital Stock in another Person that is a First-Tier Foreign Subsidiary, to pledge sixty-five percent (65%) of the voting Capital Stock of such First-Tier Foreign Subsidiary to the Administrative Agent by joining the Pledge Agreement as a pledgor thereunder or by entering into a separate pledge agreement, in either case in form and substance reasonably satisfactory to the Administrative Agent, and (vi) 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 would have been required to deliver and take pursuant to Section 3.1 if such Wholly Owned Domestic Subsidiary had been a Loan Party on the Closing Date. In addition, to the extent the Capital Stock of such Wholly Owned Domestic Subsidiary is not already pledged, within twenty (20) Business Days after the date that the Borrower gives the Administrative Agent and the Lenders notice that such Wholly Owned Domestic Subsidiary has become a Significant Subsidiary, the Borrower shall, or shall cause the Subsidiary or Subsidiaries owning such Wholly Owned Domestic Subsidiary to, pledge all of the Capital Stock of such Wholly Owned Domestic Subsidiary to the 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, if any, 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 First-Tier Foreign Subsidiary listed on Schedule 5.10 of the Borrower or (E) a Special Purpose Receivables Subsidiaryany Guarantor, whether pursuant to an acquisition or otherwise, (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 any Loan Party’s obligations no later than twenty (20) Business Days after such Person becomes a First-Tier Foreign Subsidiary, or if the Administrative Agent determines in respect of any AC Holdings Bonds or any other Indebtedness its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit (other than Indebtedness created under the Loan Documentsnot to exceed thirty (30) additional days), the Borrower shall, or shall promptly cause the Wholly Owned Domestic Subsidiary or Subsidiaries owning the Capital Stock of such Person to, (Ai) pledge sixty-five percent (65%) of the voting Capital Stock of such First-Tier Foreign Subsidiary owned by the Borrower or such Wholly Owned Domestic Subsidiary, as the case may be, 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 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) if requested by the Administrative Agent, deliver all such other documentation (including without limitation, lien searches, legal opinions and certified organizational documents) and to take all such other actions as Borrower 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) If the Borrower or any Special Purpose Receivables Subsidiary) Guarantor that is a Significant Subsidiary forms or acquires any Wholly Owned Domestic Subsidiary after the Sixth ARCA Effective Date unless either Closing Date, no later than twenty (x20) Business Days after the date of formation or acquisition of such Wholly Owned Domestic 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 such Guarantor to, pledge all of the Equity Interests Capital Stock of such newly formed or acquired Wholly Owned Domestic Subsidiary to the 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, if any, evidencing such Subsidiary shall Capital Stock to the Administrative Agent, together with appropriate stock powers executed in blank. (d) The Borrower agrees that, following the delivery of any Security Documents required to be directly held by a Loan Party or (y) such Subsidiary executed and delivered under this Section 5.10, the Administrative Agent shall have Guaranteed a valid and enforceable perfected Lien on the Facility Obligations property required to be pledged pursuant to the Guarantee Agreement clauses (a), (b) and shall have satisfied the other provisions of the Collateral (c) above, in each case prior and Guarantee Requirement with respect superior in right 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 Lien granted in favor of any of the PAETEC Group MembersPerson that is prohibited hereunder. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject All actions to the requirements set forth in be taken pursuant to this Section 5.10 shall be subject at the expense of the Borrower or the applicable Loan Party, and shall be taken to the requirements set forth reasonable satisfaction of the Administrative Agent.” (i) Section 5.11 of the Credit Agreement is hereby amended by deleting the phrase “may be reasonably required under any applicable law, or which” therein. (j) Section 6.1 of the Credit Agreement is hereby amended in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.its entirety by replacing it with the following:

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) $100,000,000 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), (x), (xi) and (Bxx) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary; (f) within 3 Business Days of demand therefor by the Administrative Agent, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes evidence satisfactory to the Administrative Agent that 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. 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 willshall 70 ▇▇▇▇▇ Energy Partners, within ten Business Days after such Subsidiary is formed or acquired, L.P. 3rd Amended/Restated Credit Agreement 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. If any additional Subsidiary, other than an Insignificant Subsidiary, Subsidiary becomes a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Material Subsidiary after the Sixth ARCA Effective Closing Date, or any Material Subsidiary is acquired or formed after the Closing Date, the Borrower will, within ten 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 ten (10) Business Days after any Equity Interest in such Subsidiary held by becomes a Loan Party and any Indebtedness of Material Subsidiary, or such Material Subsidiary owed is acquired or formed, will cause such Material Subsidiary to become a Subsidiary Loan Party. If If, at any time any time, determined as of each Fiscal Quarter and based upon the financial statements delivered pursuant to Sections 5.1(a) and (b), as the case may be, the aggregate net income or assets (on a non-consolidated basis) of the Subsidiaries (and for this purpose, the Excluded Subsidiaries shall be included and shall be deemed to be Subsidiaries of the Parent) that are not Material Subsidiaries are equal to or greater than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more of such non-Material Subsidiaries to become additional Subsidiary Loan Parties, as provided in paragraph (d) of this Section 5.11, within ten (10) Business Days after such date of determination, so that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to after including 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 net income 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 assets of any AC Holdings Bonds or such additional Subsidiary Loan Parties, the aggregate net income and assets (on a non-consolidated basis) of all Subsidiaries (including the Excluded Subsidiaries) that are not Subsidiary Loan Parties would be less than the Aggregate Subsidiary Threshold. Upon the occurrence and during the continuation of any other Indebtedness (other than Indebtedness created under Event of Default, if the Loan Documents)Required Lenders so direct, the Borrower shall promptly cause all of the Subsidiaries of the Parent to become additional Subsidiary Loan Parties, regardless of whether such Subsidiaries are Material Subsidiaries or not, as provided in paragraph (Ad) of this Section 5.11, within ten (10) Business Days after the Borrower's receipt of written confirmation of such direction from the Administrative Agent. A Subsidiary to Guarantee the Facility Obligations pursuant shall become an additional Subsidiary Loan Party by executing and delivering to the Guarantee Administrative Agent a Guaranty and Security Agreement (Supplement, and in the case of any Subsidiary described certain Foreign Subsidiaries, a Security Document, in clause (y), on terms no less favorable a form and substance reasonably satisfactory to the Lenders than Administrative Agent, 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, except in the case of Section 5.11(c) above, opinions of counsel comparable to those applicable delivered pursuant to ‎Section 3.1(b) and Section 3.2(c); and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that 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 such Guarantee the Subsidiary Guaranty Agreement. Notwithstanding anything in this Section 5.11 to the contrary, no Foreign Subsidiary that is (A) a "controlled foreign corporation" ("CFC") within the meaning of other IndebtednessSection 957(a) of the Code and (B) the other provisions a direct or indirect Subsidiary of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become Borrower (provided that the Borrower is a “Guarantor” and “Lien Grantor” for purposes "United States Person" within the meaning of Section 7701(a)(30) of the Loan Documents. The Borrower will notCode) shall be required to guarantee or pledge assets as Collateral to support any Obligation of the Borrower, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary no more than sixty-five percent (other than Insignificant Subsidiaries and other than (i65%) 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 voting power of all classes of Capital Stock of such a Subsidiary shall be directly held by pledged as Collateral to support any Obligation of the Borrower. For the sake of clarity, a Loan Party Subsidiary that is a CFC may pledge its assets or (y) such Subsidiary shall have Guaranteed its shares pledged as Collateral to support the Facility Obligations pursuant obligation of any obligor that is not a "United States Person" within the meaning of Section 7701(a)(30). Notwithstanding anything in this Section 5.11 to the Guarantee Agreement and shall have satisfied contrary, but subject to Section 5.11(e), upon the other provisions consummation of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption DateAcquisition, the Borrower will not permit any PAETEC Group Member shall cause the Target and its Subsidiaries to form or acquire any become 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 Parties.

Additional Subsidiaries. (a) If any additional Subsidiary, other than an Insignificant Subsidiary, Domestic Subsidiary becomes a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Material Subsidiary after the Sixth ARCA Effective Closing Date, or any Material Subsidiary is acquired or formed after the Closing Date, the Borrower will, within ten (10) Business Days after any such Subsidiary becomes a Material Subsidiary, or such Material Subsidiary is formed acquired or acquiredformed, notify the Administrative Agent and the Collateral Agent Lenders thereof and will (i) cause the Collateral and Guarantee Requirement such Material Subsidiary, if it is a Domestic Subsidiary, to be satisfied with respect to any Equity Interest in such become a Subsidiary held by a Loan Party and any Indebtedness deliver with the Subsidiary Loan Guaranty, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Agent may reasonably request, and (ii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Capital Stock of such Domestic Subsidiary, together with undated stock or other transfer powers executed in blank. (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 owed Loan Parties are less than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more other Subsidiaries to become additional Subsidiary Loan Parties, as provided in this Section 5.10, within ten (10) Business Days after such revenues or assets become less than the Aggregate Subsidiary Threshold so that after including the revenue or assets of any such additional Subsidiary Loan Parties, the aggregate revenue or assets (on a non-consolidated basis) of the Borrower and all such Subsidiary Loan Party. Parties would equal or exceed the Aggregate Subsidiary Threshold. (c) If at any time time, any Foreign Subsidiary that is not then of the Borrower becomes a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to Material Subsidiary 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)Borrower, the Borrower shall promptly cause (Ai) notify the Administrative Agent thereof, and shall promptly (and in any event within 30 days) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 65% of the Voting Stock of such Foreign Subsidiary to Guarantee the Facility Obligations pursuant extent such Voting Stock is owned by the Borrower or a Domestic Subsidiary, in each case together with undated stock or other transfer powers executed in blank, and (ii) deliver with such pledge agreements or pledge joinder agreements supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request. (d) The Borrower may elect at any time to have any Subsidiary become an additional Subsidiary Loan Party as provided in this Section 5.10. (e) Upon the Guarantee Agreement (in occurrence and during the case continuation of any Subsidiary described in clause Event of Default, if the Required Lenders so direct, the Borrower shall (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtednessi) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any cause all of its Subsidiaries toto become additional Subsidiary Loan Parties, form or acquire any as provided in this Section 5.10, within ten (10) Business Days after the Borrower’s receipt of written confirmation of such direction from the Administrative Agent. (f) A Subsidiary (other than Insignificant Subsidiaries shall become an additional Subsidiary Loan Party by executing and other than delivering to the Administrative Agent a Subsidiary Guaranty Supplement, accompanied by (i) any Notes SPVall other Loan Documents related thereto, (ii) prior certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to the PAETEC Notes Redemption Datethose delivered pursuant to Section 3.1, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after such other documents as the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be directly held by a Subsidiary 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 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 dateGuaranty Agreement.

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 126 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, (ii) such Restricted Subsidiary becoming a party to the New Vehicle Floorplan Offset Agreement if such Restricted Subsidiary is a Specified Subsidiary, and (iii) 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, 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 Information and Collateral Disclosure 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 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 Company 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 owned by any Guarantor Loan Party. If at any time any Subsidiary that is not then a Loan PartyParty (including, 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 Equity Interests of a Foreign Subsidiary described in clause (y)held by a Guarantor Loan Party, 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 SubsidiaryEquity Interests (subject to the limitations referred to in the definition of “Collateral and Guarantee Requirement” and, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes if applicable, the taking of other necessary actions to perfect the security interest of the Loan Documents. Administrative Agent in such Equity Interests). (b) The Borrower will not, and will Company may designate any Domestic Subsidiary that is not permit any of its Subsidiaries to, form or acquire any otherwise a Designated 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) the Company 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 Company 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 opinions of the type referred to in this paragraphs (d) and (e) of Section 5.10 as 4.01, in each case, if such Qualified PAETEC Group Member became a Subsidiary on such datereasonably requested by the Administrative Agent.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, Subsidiary becomes a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired Material Subsidiary after the Sixth ARCA Effective Closing Date, or any Material Subsidiary is acquired or formed after the Closing Date, the Borrower will, within ten 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 ten (10) Business Days after any Equity Interest in such Subsidiary held by becomes a Loan Party and any Indebtedness of Material Subsidiary, or such Material Subsidiary owed is acquired or formed, will cause such Material Subsidiary to become a Subsidiary Loan Party. If If, at any time any time, determined as of each Fiscal Quarter and based upon the financial statements delivered pursuant to Sections 5.1(a) and (b), as the case may be, the aggregate net income or assets (on a non-consolidated basis) of the Subsidiaries that are not Material Subsidiaries are equal to or greater than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more of such non-Material Subsidiaries to become additional Subsidiary Loan Parties, as provided in paragraph (d) of this Section 5.11, within ten (10) Business Days after such date of determination, so that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to after including 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 net income 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 assets of any AC Holdings Bonds or such additional Subsidiary Loan Parties, the aggregate net income and assets (on a non-consolidated basis) of all Subsidiaries that are not Subsidiary Loan Parties would be less than the Aggregate Subsidiary Threshold. Upon the occurrence and during the continuation of any other Indebtedness (other than Indebtedness created under Event of Default, if the Loan Documents)Required Lenders so direct, the Borrower shall promptly cause all of the Subsidiaries of the Parent to become additional Subsidiary Loan Parties, regardless of whether such Subsidiaries are Material Subsidiaries or not, as provided in paragraph (Ad) of this Section 5.11, within ten (10) Business Days after the Borrower's receipt of written confirmation of such direction from the Administrative Agent. A Subsidiary to Guarantee the Facility Obligations pursuant shall become an additional Subsidiary Loan Party by executing and delivering to the Guarantee Administrative Agent a Guaranty and Security Agreement (Supplement, and in the case of any Subsidiary described certain Foreign Subsidiaries, a Security Document, in clause (y), on terms no less favorable a form and substance reasonably satisfactory to the Lenders than Administrative Agent, 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, except in the case of Section 5.11(c) above, opinions of counsel comparable to those applicable delivered pursuant to ‎Section 3.1(b) and Section 3.2(c); and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that 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 such Guarantee the Subsidiary Guaranty Agreement. Notwithstanding anything in this Section 5.11 to the contrary, (i) no Foreign Subsidiary that is (A) a "controlled foreign corporation" ("CFC") within the meaning of other IndebtednessSection 957(a) of the Code and (B) the other provisions a direct or indirect Subsidiary of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become Borrower (provided that the Borrower is a “Guarantor” and “Lien Grantor” for purposes "United States Person" within the meaning of Section 7701(a)(30) of the Loan Documents. The Borrower will notCode) shall be required to guarantee or pledge assets as Collateral to support any Obligation of the Borrower, and will no more than sixty-five percent (65%) of the voting power of all classes of Capital Stock of such a Subsidiary shall be pledged as Collateral to support any Obligation of the Borrower; and (ii) during the taxable year in which the Acquisition occurs, neither Blissworld Limited nor Bliss World (Asia) Pte. LTD. shall be required to guarantee or pledge assets as Collateral to support any Obligation of the Borrower, and no more than sixty (65%) of the voting power of all classes of Capital Stock of Blissworld Limited or Bliss World (Asia) Pte. LTD. shall be pledged as Collateral to support any Obligation of the Borrower. For the sake of clarity, a Subsidiary that is a CFC may pledge its assets or have its shares pledged as Collateral to support the obligation of any obligor that is not permit any a "United States Person" within the meaning of its Subsidiaries toSection 7701(a)(30). Notwithstanding anything in this Section 5.11 to the contrary, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than but subject to Section 5.11(e), (i) any Notes SPVupon the consummation of the Acquisition, Borrower shall cause Bliss World Holdings, Inc. and its Subsidiaries to become Subsidiary Loan Parties; and (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and within thirty (iii30) any Special Purpose Receivables Subsidiary) days after the Sixth ARCA Effective Date unless either (x) all end of the Equity Interests taxable year in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed which 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 DateAcquisition occurs, the Borrower will not permit any PAETEC Group Member shall cause Blissworld Limited 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 become a Subsidiary on such dateLoan Party.

Additional Subsidiaries. If As soon as practicable (but in any additional Subsidiaryevent within 30 days or, other than an Insignificant Subsidiaryin any such case, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify longer period as the Administrative Agent and may agree in its sole discretion) after the Collateral Agent thereof and acquisition, creation or designation of any Subsidiary (or the date a Subsidiary otherwise qualifies as a Material Domestic Subsidiary), cause the Collateral and Guarantee Requirement to be satisfied with respect delivered to any Equity Interest in the Administrative Agent each of the following: lxxvii.a Guaranty Joinder Agreement duly executed by each such Subsidiary held that is a Material Domestic Subsidiary and each Subsidiary that is a Material Foreign Subsidiary of the Borrower that Guarantees other Indebtedness of the Borrower that is covered by a Loan Party and any clause (a) of the definition of Indebtedness herein; lxxviii.required Collateral Documents of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Material Domestic Subsidiary, (B) prior to the PAETEC Notes Redemption Date, including a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted Security Joinder Agreement duly executed by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee cover any additional Collateral (including, without limitation, Pledged Collateral and IP Collateral) (with all schedules thereto appropriately completed) or a Security Agreement Supplement, as applicable, with all schedules thereto appropriately completed, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise naming such Subsidiary as “Debtor” and naming the Facility Obligations pursuant Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on Collateral conferred under such Collateral Document to the Guarantee extent such Lien may be perfected by Uniform Commercial Code filing; lxxix.a Security Joinder Agreement (in or a Security Agreement Supplement, as applicable, by 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 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; lxxx.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 134956965_1 and qualifications similar to those contained in the opinions of the Collateral and Guarantee Requirement counsel delivered pursuant to Section 4.01(a); lxxxi.the documents described in Sections 4.01(a), as applicable, with respect to such Subsidiary. Prior to ; and lxxxii.if requested by the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from Administrative Agent in its sole discretion and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth commercially reasonable efforts of such Subsidiary to obtain such Landlord Waivers, Landlord Waivers with respect to any real property leased by such Subsidiary that is a Material Domestic 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 Wholly Owned Subsidiary is acquired or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Dateby Borrower, the Borrower willshall within fifteen (15) Business Days after such Wholly Owned Subsidiary is acquired or formed: (i) if such Wholly Owned Subsidiary is a corporation, execute a stock pledge agreement in substantially the same form as the Stock Pledge Agreement (or enter into an amendment or joinder to the Stock Pledge Agreement) pledging to the Collateral Agent all of the stock or other evidence of ownership interest it presently holds and acquires in such Wholly Owned Subsidiary, and the Borrower shall deliver along with such Stock Pledge Agreement, joinder or amendment the securities described therein, and a stock power, all of which shall be in form and substance satisfactory to Collateral Agent, (ii) if such Wholly Owned Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the Collateral Agent pledging to the Collateral Agent all of the ownership interest the Borrower holds and acquires in such Wholly Owned Subsidiary, including, without limitation, all presently existing and hereafter arising right, title, and interest in and to distributions, payments, general intangibles, accounts, and other tangible and intangible property and (iii) cause such Wholly Owned Subsidiary to execute a Subsidiary Guarantee Agreement and an Indemnity and Contribution Agreement (or appropriate amendments or joinders to the existing Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement), all of which shall be in form and substance satisfactory to Collateral Agent. The Collateral Agent is hereby authorized to file such UCC financing statements necessary to perfect the security interests described herein, all without the necessity of Borrower’s execution thereof. (b) If any Subsidiary (other than a Wholly Owned Subsidiary) is acquired or formed by a Wholly Owned Subsidiary or the Borrower, the applicable Wholly Owned Subsidiary or Borrower, as applicable, within ten fifteen (15) Business Days after such Subsidiary is formed acquired or acquiredformed, notify shall, subject to the Administrative Agent Release Provision, execute a Pledge Agreement, pledging its interest in such Subsidiary, and in the event such Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the Collateral Agent thereof and cause pledging to the Collateral Agent the ownership interest that the Borrower or such applicable Wholly Owned Subsidiary holds and Guarantee Requirement to be satisfied with respect to any Equity Interest acquires in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior all of which shall be in form and substance satisfactory to Collateral Agent. The Collateral Agent is hereby authorized to file such UCC financing statements necessary to perfect the PAETEC Notes Redemption Datesecurity interest described herein, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (all without the need to obtain any Governmental Authorizationnecessity of Borrower’s or such Wholly Owned Subsidiary’s execution thereof. (c) to Guarantee In connection with the Facility Obligations acquisition or (y) Guarantees any Loan Party’s obligations in respect formation of any AC Holdings Bonds Wholly Owned Subsidiary or any other Indebtedness Subsidiary referenced in subparts (other than Indebtedness created under the Loan Documents)a) and (b) above, the Borrower shall promptly also cause the Administrative Agent to receive simultaneously with the documentation referenced above the resolution of the respective Person executing such documentation and an opinion letter issued by Borrower’s legal counsel regarding such matters as may be reasonably required by the Administrative Agent. (Ad) such Subsidiary to Guarantee In connection with the Facility Obligations pursuant to the Guarantee Agreement (in the case acquisition or formation of any Subsidiary described referenced in clause clauses (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtednessa) and and/or (Bb) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Dateimmediately above, the Borrower will not permit any PAETEC Group Member shall cause the acquisition and formation of such Subsidiaries to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to be in compliance with all applicable Health Care Laws. (e) Notwithstanding the requirements set forth in the foregoing clauses (a) and (b) of this Section 5.10 5.10, neither the Borrower nor any Subsidiary shall be subject required to pledge or cause to be pledged to the requirements set forth Collateral Agent any Equity Interests acquired by the Borrower or its Subsidiaries after the Closing Date if the issuer of such Equity Interests does not, directly or indirectly, own, operate or manage a surgery center; provided, that, in this no event shall the aggregate fair market value of all Equity Interests owned by the Borrower or its Subsidiaries in which the Collateral Agent does not have a perfected Lien exceed ten percent (10%) of the Borrower’s consolidated total assets, determined by reference to the consolidated financial statements of the Borrower and its Subsidiaries most recently delivered pursuant to Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date5.1(a).

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

Additional Subsidiaries. If (a) With respect to any additional SubsidiarySubsidiary (including, other than an Insignificant Subsidiarywithout limitation, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed Subsidiary Borrower) created or acquired after the Sixth ARCA Effective DateClosing Date by any Borrower, 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 SPVcause such new Subsidiary to become a party to the relevant Security Agreement and the relevant Guarantee and the HM Services Subordination Agreement pursuant to documentation which is in form and substance satisfactory to the Agent, (ii) prior execute and deliver such amendments to this Agreement and the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member other Loan Documents requested by the Agent to reflect the existence of such new Subsidiary and (iii) if so requested by the Agent, deliver to the Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. (b) With respect to any Special Purpose Receivables SubsidiaryPerson that, subsequent to the Closing Date, becomes a Subsidiary (including a Subsidiary Borrower), promptly cause such new Subsidiary to (i) take all actions necessary or advisable to cause the Lien created by the relevant Security Document, to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of recording requirements in such jurisdictions as may be requested by the Agent and (ii) deliver to the Agent legal opinions. (c) With respect to any Subsidiary created or acquired after the Sixth ARCA Effective Closing Date unless either (x) all by any Borrower, the Borrowers may from time to time, with the prior written consent of the Equity Interests in Agent (which shall not be unreasonably withheld) (i) designate such Subsidiary shall be directly held by as a Loan Party or Subsidiary Borrower hereunder, (yii) cause such additional Subsidiary shall have Guaranteed the Facility Obligations Borrower to promptly become a party to this Agreement pursuant to the Guarantee Agreement documentation which is in form and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior substance reasonably satisfactory to the PAETEC Agent, (iii) execute and deliver such amendments to this Agreement or other Loan Documents requested by the agent to reflect the existence of such additional Subsidiary Borrower, (iv) execute and deliver the Notes Redemption Date, evidencing the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose Advances 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 each Lender to the requirements set forth additional Subsidiary Borrower, (v) execute and deliver such other approvals, certificates or documents requested by the Agent in this Section 5.10 its reasonable discretion, in form and substance reasonably satisfactory to the Agent and (vi) if so requested by the Agent, deliver to the Agent legal opinions relating to the matters described in clauses (i), (ii), (iii), (iv) and (v) immediately preceding, 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 dateAgent.

Additional Subsidiaries. (a) If 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 but prior to the Collateral and Guarantee Release Date, Holdings or the Borrower will, within ten Business Days together with the first delivery of a Compliance Certificate after such newly formed or acquired Restricted Subsidiary is formed or acquiredacquired (unless such Subsidiary is an Excluded Subsidiary), notify the Administrative Agent thereof, and the Collateral Agent thereof and cause all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to be satisfied 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 owned by or on behalf of any Loan Party. If at Party within 30 days after such notice (or such longer period as the Administrative Agent shall reasonably agree); and (b) on and after the Collateral and Guarantee Release Date, if any time any Restricted Subsidiary that is not then a Loan PartyParty is or becomes an issuer, other than (A) borrower, guarantor or otherwise 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 obligor in respect of any AC Holdings Bonds or any other Indebtedness (other than any intercompany indebtedness) in an aggregate principal amount (including any unfunded commitments with respect thereto) for all such Indebtedness created under that constitutes a single issuance or facility, or that is governed by the Loan Documents)same governing document or related governing documents in excess of $500,000,000, Holdings, Safari or the Borrower will notify the Administrative Agent promptly after any such incurrence and shall promptly cause (A) such Restricted Subsidiary to Guarantee the Facility Obligations pursuant become a party to the Amended and Restated Guarantee Agreement (in within 30 days of the case date of any Subsidiary described in clause (y)such incurrence, on terms no less favorable by way of delivering to the Lenders than those applicable under such Administrative Agent a supplement to the Amended and Restated Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to Agreement duly executed by such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes together with documents of the Loan Documents. The Borrower will nottype referred to in Section 4.01(c) and, 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 Dateextent reasonably requested by the Administrative Agent, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all opinions of the Equity Interests type referred to 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 date4.01(b).

Additional Subsidiaries. If (a) Prior to such time as any additional Subsidiary, other than an Insignificant Subsidiary, Subsidiary of a Notes SPV or a Special Purpose Receivables Subsidiary, is formed Borrower created or acquired after the Sixth ARCA Effective DateClosing Date owns assets in excess of $250,000 (provided that the provisions of this Section 8.10 shall not apply to RCN Telecom, whether or not it is a Subsidiary), cause to be executed and delivered to the Borrower will, within ten Business Days after Administrative Agent (i) if the Borrowers desire that such Subsidiary is formed or acquiredbecome a Borrower hereunder, notify a Joinder Agreement executed by such Subsidiary, (ii) if such Subsidiary becomes a Borrower pursuant to the preceding clause, favorable legal opinions addressed to the Administrative Agent and the Collateral Agent thereof Lenders in form and cause the Collateral and Guarantee Requirement to be satisfied 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 substance reasonably satisfactory thereto with respect to such Subsidiary, whereupon Joinder Agreement and such other documents and closing certificates as may be reasonably requested by the Administrative Agent consistent with the terms of Article V in order to confirm that such Subsidiary will become is a “Guarantor” Borrower hereunder, including, without limitation, replacement Notes executed by such Subsidiary and “Lien Grantor” for purposes of the Loan Documents. The each other Borrower will notthen a party hereto, 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 a duly executed supplement substantially in the Sixth ARCA Effective Date unless either (x) form attached as Exhibit A to the Cable Systems Pledge Agreement or ComVideo Pledge Agreement, as applicable, with such changes as the Administrative Agent shall reasonably request, such that all of the Equity Interests in such Subsidiary shall be directly held capital stock or other equity interests owned by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Borrowers is pledged to the Guarantee Agreement Administrative Agent for the ratable benefit of itself and shall have satisfied the other provisions of Lenders and (iv) favorable legal opinions addressed to the Collateral Administrative Agent and Guarantee Requirement Lenders in form and substance reasonably satisfactory thereto with respect to such Security Document, and such other documents and closing certificates as may be reasonably requested by the Administrative Agent consistent with the terms of Article V in order to confirm that such Subsidiary. Prior 's stock or other equity interest has been pledged under a Pledge Agreement; (b) At such time as the Borrowers directly or indirectly own one hundred percent (100%) of the outstanding equity interests of Home Link, cause to be delivered to the PAETEC Administrative Agent (i) a Joinder Agreement executed by Home Link and (ii) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such Joinder Agreement and such other documents and closing certificates as may be reasonably requested by the Administrative Agent consistent with the terms of Article V in order to confirm that Home Link is a Borrower hereunder, including, without limitation, replacement Notes Redemption Date, the executed by such Subsidiary and each other 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 then a party hereto; and (c) Within thirty (30) days after the PAETEC Notes Redemption DateControlled Northeast Transfer, any Qualified PAETEC Group Member not previously subject cause to be delivered (i) the Parent Pledge Agreement and (ii) favorable legal opinions addressed to the requirements set forth Administrative Agent and Lenders in this Section 5.10 shall form and substance reasonably satisfactory thereto with respect to such Pledge Agreement, and such other documents and closing certificates as may be subject reasonably requested by the Administrative Agent consistent with the terms of Article V in order to confirm that Cable Systems' stock has been pledged under the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateParent Pledge Agreement.

Additional Subsidiaries. If any additional Notwithstanding anything in Sections 8.14(a) or (c) or the definitions of “Material Subsidiary” or “Excluded Subsidiary” (other than, other than an Insignificant for all purposes of this Section 8.14(b), clause (4)(x) of the definition of “Excluded Subsidiary”) to the contrary, if (i) the Consolidated revenues of all Subsidiaries that are not Subsidiary Guarantors (including, for the avoidance of doubt Excluded Subsidiaries and Subsidiaries that are not designated as “Material Subsidiaries”) as of the last day of the most recently ended fiscal quarter of the Borrowers exceeds 35% of the Consolidated revenues of the Parent and its Subsidiaries for the four (4) fiscal quarter period most recently ended, in each case, on a Notes SPV pro forma basis or a Special Purpose Receivables Subsidiary(ii) the Consolidated Total Assets of all Subsidiaries that are not Subsidiary Guarantors (including, is formed or acquired after for the Sixth ARCA Effective Date, avoidance of doubt Excluded Subsidiaries and Subsidiaries that are not designated as “Material Subsidiaries”) as of the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify last day of the Administrative Agent most recently ended fiscal quarter of the Borrowers exceeds 35% of the Consolidated Total Assets of the Parent and its Subsidiaries as at 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 end of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Partyfiscal quarter, 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 in each case excluding intercompany balances 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 (as set forth 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 financial statements with respect to such Subsidiaryfiscal quarter or, whereupon if not presented in such financial statements, as reasonably determined by the Parent in good faith, then in either of the foregoing cases the Parent shall cause such Subsidiary will or one or more Subsidiaries, as applicable and necessary, to become a Subsidiary Guarantor and provide security in compliance with the provisions of Section 8.14(a) (without giving effect to the limitations set forth in such Section or in the definitions of “GuarantorMaterial Subsidiary” and “Lien Grantor” Excluded Subsidiary”) so that the Consolidated revenues and/or Consolidated Total Assets, as applicable, of all Subsidiaries that are not Subsidiary Guarantors (including, for purposes the avoidance 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 doubt Excluded Subsidiaries and other than Subsidiaries that are not designated as “Material Subsidiaries”) does not exceed any applicable threshold set forth in subclause (i) any Notes SPV, or (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 date8.14(b).

Additional Subsidiaries. (c) 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 (i) 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 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), (m) and (r) 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 Material Domestic Subsidiary’s assets to secure the Obligations as the 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 Domestic Borrower, the Domestic 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 Material Domestic Subsidiary. (d) 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 Administrative Agent and the Collateral Agent Lenders thereof and the applicable Domestic Borrowers shall cause 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or such lesser percentage as is owned by any such Domestic 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. (e) 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 and shall cause the Collateral and Guarantee Requirement outstanding shares of Voting Stock of such Material Foreign Subsidiary to be satisfied pledged within sixty (60) days after such Material Foreign Subsidiary is formed or acquired or such Subsidiary becomes a Material Foreign Subsidiary. 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), (m) and (r) 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. (f) 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 Agent and the Lenders thereof and shall cause the outstanding shares of Voting Stock of such Material Foreign Subsidiary 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, the UK Borrower will cause any such Material Foreign Subsidiary that is a UK Subsidiary to become a guarantor of the Canadian Liabilities and the UK Liabilities hereunder and, solely if the UK Increase Option has been exercised, under each applicable 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) (solely if the UK Increase Option has been exercised), (l) (solely if the UK Increase Option has been exercised), (m) (solely if the UK Increase Option has been exercised) and (r) (but with respect to any Equity Interest Security Documents, solely if the UK Increase Option has been exercised) 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 Increase Option has been exercised, (D) any Subsidiary listed promptly take such actions to create and perfect Liens on Schedule 5.10 such UK Subsidiary’s assets to secure the Canadian Liabilities and the UK Liabilities as the Agent shall reasonably request. Notwithstanding anything to the contrary in this Agreement or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Document, the Borrower shall promptly cause (A) such Subsidiary to Guarantee Borrowers, the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Material Domestic Subsidiaries and other than the Material Foreign Subsidiaries (i) will not be required to take any Notes SPVaction to grant or perfect a security interest in or Lien on any asset where the Agent and the Lead Borrower agree that the cost of obtaining such a security interest in or Lien on or perfection thereof is excessive in relation to the benefit afforded thereby, and (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit be required to take any PAETEC Group Member action to form grant or acquire perfect a security interest in or Lien on any Subsidiary except for the purpose of reorganizing the organizational structure asset or form of organization of serve as a Guarantor if granting or perfecting such security interest or serving as a Guarantor would cause any of the PAETEC Group Members. For the avoidance of doubt, from Material Foreign Subsidiaries to be treated as holding United States property under Code Section 956 and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this U.S. Treasury Regulations Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date1.956-2(c).

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Restricted Subsidiary or a Special Purpose Receivables Subsidiary, Intermediate Parent is formed or acquired after the Sixth ARCA Effective 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.