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 Subsidiary. Prior Restricted Subsidiary and with respect to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Equity Interest in or acquire any Indebtedness of such Restricted Subsidiary except for the purpose of reorganizing the organizational structure owned by or form of organization on behalf of any of Loan Party within 30 days after such notice (or such longer period as the PAETEC Group Members. For Term Administrative Agent shall reasonably agree) and the avoidance of doubtTerm Administrative Agent shall have received a completed Perfection Certificate (or supplement thereto) with respect to such Restricted Subsidiary signed by a Responsible Officer, 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 datetogether with all attachments contemplated thereby.

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 Subsidiary. Prior Restricted Subsidiary and with respect to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Equity Interest in or acquire any Indebtedness of such Restricted Subsidiary except for the purpose of reorganizing the organizational structure owned by or form of organization on behalf of any of Loan Party within 30 days after such notice (or such longer period as the PAETEC Group Members. For Administrative Agent shall reasonably agree) and the avoidance of doubtAdministrative Agent shall have received a completed Perfection Certificate (or supplement thereto) with respect to such Restricted Subsidiary signed by a Responsible Officer, 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 datetogether with all attachments contemplated thereby.

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 the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Equity Interest in or acquire any Indebtedness of such Restricted Subsidiary except for the purpose of reorganizing the organizational structure or form of organization Intermediate Parent owned by or on behalf of any of Loan Party within thirty (30) days after such notice (or such longer period as the PAETEC Group Members. For Administrative Agent shall reasonably agree) and the avoidance of doubtAdministrative 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, 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 datetogether with all attachments contemplated thereby.

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

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than 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 to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

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

Additional Subsidiaries. If any additional Subsidiary, 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 Xxxxxxxx Definitive Agreement, within ten Business Days after (a) such new Subsidiary is formed or acquired(as the case may be) RAM and the Austin Partnership shall, notify 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 Collateral Agent thereof Austin Partnership shall deliver such other instruments and cause documents, including without limitation Perfection Certificates, UCC financing statements and stock certificates representing all of the Collateral issued and Guarantee Requirement 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 satisfied 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 respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness the formation or acquisition of such new Subsidiary owed or the exercise of the option to a Loan Party. If at any time any purchase the remaining Capital Stock of RAM and the Austin Partnership, the Parent, the Borrower, the applicable Subsidiary that is not then a Loan Party, other than and/or such new Subsidiary or (Aas the case may be) an Insignificant Subsidiary, (B) prior RAM and the Austin Partnership shall execute and/or deliver to the PAETEC Notes Redemption DateAdministrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §9.15, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on including without limitation an updated Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary 8.19 hereto and is permitted documentation of the type required to be supplied 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 (A) such Subsidiary and the Subsidiaries as a condition precedent to Guarantee the Facility Obligations initial Loans made hereunder pursuant to the Guarantee Agreement §12, as applicable to such new Subsidiary or Permitted Acquisition or (in as the case of any Subsidiary described in clause (y), on terms no less favorable to may be) RAM 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 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 dateAustin Partnership.

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

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, 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 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 (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 the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Equity Interest 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 of Loan Party within thirty (30) days after such notice (or such longer period as the PAETEC Group Members. For Administrative Agent shall reasonably agree) and the avoidance of doubtAdministrative Agent shall have received a completed Perfection Certificate (or supplement thereof) with respect to such Subsidiary signed by a Responsible Officer, 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 datetogether with all attachments contemplated thereby.

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

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

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

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV 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. (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 will not permit or any PAETEC Group Member of its Subsidiaries shall be required to form provide any guarantee, pledge or acquire asset support arrangement that would subject Borrower or any Subsidiary except for to any adverse Tax consequence due to the purpose application of reorganizing the organizational structure or form of organization of any Section 956 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 dateCode.

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

Additional Subsidiaries. If any additional Subsidiary(a) In the event that, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after subsequent to the Sixth ARCA Effective Closing Date, any Person becomes a Domestic Subsidiary of the Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, shall promptly notify the Administrative Agent and the Collateral Agent thereof and cause Lenders of the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness creation or acquisition of such Subsidiary owed 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 within thirty (other than Indebtedness created under the Loan Documents)30) days thereafter, the Borrower shall promptly cause such Person (Ai) such to join the Subsidiary to Guarantee Guaranty Agreement and the Facility Obligations pursuant Indemnity and Contribution Agreement as a new Subsidiary Loan Party by executing and delivering to the Guarantee Administrative Agent a Subsidiary Guaranty Supplement and an indemnity and Contribution Agreement Supplement, (ii) to grant Liens in favor of the Administrative Agent in all of its personal property by joining the Security Agreement, executing and delivering Copyright Security Agreement, Patent Security Agreement and Trademark Security 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 Indebtednessas applicable) and (B) to file, or at the other provisions request of the Collateral 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 to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes granted under any of the Loan Documents. The Borrower will not, 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 Subsidiaryto 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 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 on the Closing Date. In addition, within thirty (30) days after the Sixth ARCA Effective Date unless either (x) 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 Equity Interests in Capital Stock of such Person owned by the Borrower or such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Administrative Agent as security for the Obligations by executing and delivering a supplement to the Domestic Pledge Agreement or a new Pledge Agreement, each in form and shall have satisfied substance satisfactory to the other 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. The foregoing provisions of the Collateral and Guarantee Requirement with respect this clause (a) shall not apply 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 that has assets of no more than $1,000 and that has existed 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 dateless than three months.

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 Agent thereof and cause Lenders of the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness creation or acquisition of such Subsidiary owed 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 Restricted 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 within twenty (other than Indebtedness created under the Loan Documents)20) Business Days thereafter, the Borrower shall promptly cause such Domestic Restricted Subsidiary (Aother than any Real Estate Subsidiary) such (i) 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 Administrative Agent 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 delivering Copyright Security Agreement, Patent Security Agreement and Trademark Security 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 Indebtednessas applicable) and (B) to file, or at the other provisions request of the Collateral 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 to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes granted under any of the Loan Documents. The Borrower will not, (iii) if such Domestic Restricted Subsidiary owns Capital Stock in another Person, to become a party to a pledge agreement to pledge such Capital Stock (but only 65% of the voting Capital Stock of a Foreign Subsidiary), and will not permit any (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 would have been required to deliver and take pursuant to Section 3.1 if such Restricted Subsidiary had been a Loan Party 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 its Subsidiaries to, form or acquire any Subsidiary the Capital Stock of such Person (other than Insignificant Subsidiaries and other than (iany Real Estate Subsidiary) any Notes SPV, (ii) prior to the PAETEC Notes Redemption DateAdministrative Agent as security for the Obligations by executing and delivering a pledge agreement, any Qualified PAETEC Group Member in form 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 substance satisfactory to the Guarantee Agreement Administrative Agent, and shall have satisfied to deliver the other provisions of the Collateral and Guarantee Requirement with respect to original stock certificates evidencing such Subsidiary. Prior Capital Stock to the PAETEC Notes Redemption DateAdministrative Agent, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any 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 together with appropriate stock powers executed in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateblank.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired 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 Notify the Administrative Agent in writing of the creation or acquisition of any additional Subsidiary and promptly thereafter (but in any event within 30 days or a later date acceptable to the Required Lenders in their sole discretion), cause such Person to (a) become a Guarantor by executing and delivering to the Administrative Agent a joinder to this Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (b) pledge a security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the parent of such Subsidiary to pledge a security interest in all Equity Interests issued by such Subsidiary, by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other than an Insignificant Subsidiarydocument as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, a Notes SPV (c) deliver to the Administrative Agent such documents and certificates referred to in Section 3.01 as may be reasonably requested by the Administrative Agent or a Special Purpose Receivables Subsidiarythe Required Lenders, is formed (d) deliver to the Administrative Agent such original Equity Interests or acquired after other certificates and stock or other transfer powers evidencing the Sixth ARCA Effective DateEquity Interests of such Person, (e) deliver to the Borrower willAdministrative Agent updated Schedules to the Loan Documents with respect to such Person as requested by the Administrative Agent, within ten Business Days after (f) if such Subsidiary is formed owns any real property, enter into a fully executed Mortgage covering such real properties to the extent required pursuant to Section 5.14, together with each of the items required under Section 5.14; and (g) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent or acquiredthe Required Lenders, notify all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent thereof Required Lenders and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and cause enforceability of the Collateral documentation referred to in clause (i)), all in form, content and Guarantee Requirement scope reasonably satisfactory 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 the Required Lenders; provided that, (i) no Foreign Subsidiary that is not then treated as a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior CFC or FSHCO shall be required 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 Guarantor or enter into any Security 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 any Loan Party or any Domestic Subsidiary that is an equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to pledge 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such First-Tier Foreign Subsidiary or FSHCO pursuant to the PAETEC Notes Redemption DatePledge Agreement, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all none of the Equity Interests in such of a Subsidiary of a First-Tier Foreign Subsidiary or FSHCO shall be directly held pledged, except that 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned 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 FSHCO 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 datepledged.

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 The Borrower shall, and shall cause each of its Material Subsidiaries and the Holdco Entities to, (a) cause any additional Subsidiary, Person (whether now existing or hereafter created) becoming a Material Subsidiary of the Borrower or any such Holdco Entity (other than an Insignificant any JV Entity or any other Excluded Subsidiary) to, promptly and in any event no later than thirty days after such Person becomes a Notes SPV Material Subsidiary of the Borrower or any such Holdco Entity (other than any JV Entity or any other Excluded Subsidiary) (i) execute a Special Purpose Receivables SubsidiaryGuaranty, is formed (ii) to the extent required by Section 5.11, execute a joinder to or acquired after assumption agreement of the Sixth ARCA Effective Security Agreement, (iii) if such Person owns any Equity Interests in any other Person and to the extent required by Section 5.11, execute a joinder to or assumption agreement of the Pledge Agreement, (iv) if such Person holds any real property interest and to the extent required by Section 5.11 but subject to the Third Party Consent Limitation, execute a Mortgage, (v) to the extent required by Section 5.11, execute such other Security Documents as the Administrative Agent may reasonably request, and (vi) provide evidence of corporate authority to enter into such Credit Documents as the Administrative Agent may reasonably request, including without limitation, opinions of legal counsel regarding such corporate authority and the enforceability of such Credit Documents and (b) cause the owners of the Equity Interests of such new Material Subsidiary to (i) prior to the Investment Grade Date, execute a joinder to or assumption agreement of the Pledge Agreement and grant to the Administrative Agent an Acceptable Security Interest in such Equity Interests and (ii) provide such evidence of corporate authority to enter into such Credit Documents and other due diligence as the Administrative Agent may reasonably request, including without limitation, opinions of legal counsel regarding such corporate authority, the enforceability and perfection of such Credit Documents and title evidence regarding the ownership of the assets being acquired. The Borrower will, within ten Business Days after such Subsidiary is formed or acquired, shall notify the Administrative Agent and in writing of the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 formation or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case acquisition of any Subsidiary described in clause which is not a Material Subsidiary within sixty (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness60) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of days after its Subsidiaries to, form formation or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateacquisition.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV 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 Subsidiary. Prior Restricted Subsidiary and with respect to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Equity Interest in or acquire any Indebtedness of such Restricted Subsidiary except for the purpose of reorganizing the organizational structure owned by or form of organization on behalf of any of Loan Party within 30 days after such notice (or such longer period as the PAETEC Group Members. For Administrative Agent shall reasonably agree) and the avoidance of doubtAdministrative Agent shall have received a completed Perfection Certificate (or supplement thereto) with respect to such Restricted Subsidiary signed by a Responsible Officer, 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 datetogether with all attachments contemplated thereby.

Additional Subsidiaries. If In the event that the Company or any additional Subsidiary shall cause a new Subsidiary to be formed, or acquire such shares of any corporation, or such equity interest in any other Person, that it shall become a Subsidiary, other the Company shall give the Bank not less than an Insignificant Subsidiary, fifteen (15) days notice following the formation or acquisition of a Notes SPV new Subsidiary 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 which notice shall (i) any Notes SPVspecify the name and state of incorporation or formation of such new Subsidiary, identify each of the shareholders, or other equity owners therein, and state the number of shares or other equity interest owned by each of them, (ii) prior state whether it is to be a party to a lease or management agreement and identify the PAETEC Notes Redemption Dateother party thereto, any Qualified PAETEC Group Member and (iii) give the address of any Special Purpose Receivables Restaurant-Related Business or other facility to be operated or managed by such Subsidiary, and (iv) after state the Sixth ARCA Effective Date unless either (x) all of amount to be invested by the Equity Interests Company in such Subsidiary shall or to be directly held paid by it to acquire same. Concurrently with the Company's creating or acquiring a Loan Party or (y) new Subsidiary, such Subsidiary shall have Guaranteed execute and deliver a Guaranty to the Facility Obligations Bank, and a Subsidiary's Security Agreement pursuant to which such Subsidiary, as debtor, shall grant to the Guarantee Agreement Bank a first priority perfected security interest in its Subsidiary's Collateral subject only to the lien of Purchase Money Indebtedness in respect thereof. All of the shares in any such Subsidiary which have been issued to the Company or to any Subsidiary, together with stock powers executed in blank by the record owner of such shares, or if applicable a collateral assignment of any other form of equity interest in a Subsidiary, sufficient to transfer such shares or other interest upon delivery, shall be delivered by the Company to the Bank promptly after the Company, or such other Subsidiary's receipt thereof, which shares and shall have satisfied stock powers or collateral assignment will thereupon become part of the Company's Collateral or the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date's Collateral.

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 Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Restricted Subsidiary 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 dateIntermediate Parent.

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

Additional Subsidiaries. (a) If (i) any additional Restricted Subsidiary that is not an Excluded Subsidiary, other than an Insignificant Subsidiaryor any Intermediate Parent, in each case, organized in a Notes SPV or a Special Purpose Receivables SubsidiaryCovered Jurisdiction, is formed or acquired after the Sixth ARCA Effective Issue Date, (ii) any Restricted Subsidiary ceases to be an Excluded Subsidiary (other than any Immaterial Subsidiary that becomes a Material Subsidiary, which shall be subject to Section 4.13(b)) or (iii) the Borrower Issuer, at its option, elects to cause a Subsidiary organized in a Covered Jurisdiction, a subsidiary that is otherwise an Excluded Subsidiary (including any Subsidiary that is not a Wholly Owned Subsidiary or any consolidated Affiliate in which the Issuer and its Subsidiaries own no Equity Interest or that is organized in a non-Covered Jurisdiction) to become a Subsidiary Note Party, then in each case of (i), (ii) and (iii) Holdings or the Issuer will, within ten Business Days 30 days (or such longer period as may be agreed to by the Controlling Party (or after the Disposition Date and (x) prior to the Discharge of Credit Agreement Obligations, the First Lien Collateral Agent with respect to the corresponding requirement in the First Lien Credit Agreement or (y) after the Discharge of Credit Agreement Obligations, the Required Holders) in its reasonable discretion) after (x) such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquired, (y) such Restricted Subsidiary ceases to be an Excluded Subsidiary or (z) the Issuer has made such election, notify the Administrative Trustee, the First Lien Notes Collateral Agent and the Collateral Agent thereof Controlling Party thereof, and will cause such Restricted Subsidiary (unless such Restricted Subsidiary is an Excluded Subsidiary) or Intermediate Parent to satisfy the Collateral and Guarantee Requirement with respect to be satisfied such Restricted Subsidiary or Intermediate Parent and with respect to any Equity Interest in such Subsidiary held by a Loan Party and any or Indebtedness of such Restricted Subsidiary owed to a Loan Party. If at or Intermediate Parent owned by or on behalf of any time any Subsidiary that is not then a Loan Party, other than Note Party within 30 days after such notice (A) an Insignificant Subsidiary, or such longer period as the Controlling Party (Bor after the Disposition Date and (x) prior to the PAETEC Notes Redemption DateDischarge of Credit Agreement Obligations, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need First Lien Collateral Agent with respect to obtain any Governmental Authorization) to Guarantee the Facility Obligations corresponding requirement in the First Lien Credit Agreement or (y) Guarantees any Loan Party’s obligations in respect after the Discharge of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Credit Agreement Obligations, the Borrower Required Holders) shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant reasonably agree). The Issuer shall deliver to the Guarantee Agreement Trustee, the First Lien Notes Collateral Agent and the Controlling Party a completed Perfection Certificate (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtednessor supplement thereof) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer of Holdings or of such applicable Restricted Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of together with all attachments contemplated thereby concurrently with the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions satisfaction of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Restricted Subsidiary 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 dateIntermediate Parent.

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

Additional Subsidiaries. If any additional The Borrowers shall upon the creation, acquisition or designation after the Closing Date of a new 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 cause each such Restricted Subsidiary is formed or acquired, notify to execute and deliver to the Administrative Agent for the benefit of the Lenders and Agents, an Instrument of Adherence (Guaranty), in substantially the Collateral Agent thereof form of Exhibit E hereto (an “Instrument of Adherence (Guaranty)”), whereby such Restricted Subsidiary becomes a party to the applicable Loan Documents, provided that Foreign Restricted Subsidiaries will not execute a Guaranty of the U.S. Obligations, but Foreign Restricted Subsidiaries shall execute a Guaranty of the Foreign Obligations (unless there would be a legal impediment or an adverse tax impact to GWI and cause the Collateral and Guarantee Requirement to be satisfied its Subsidiaries with respect to any Equity Interest in such Subsidiary held Guaranty as determined by a Loan Party the Borrowers and any Indebtedness Agent). If reasonably requested by any Agent, the Borrowers shall deliver to the Agents and the Lenders legal opinions in form and substance satisfactory to the Agents opining as to the authorization, validity and enforceability of such Subsidiary owed Instrument of Adherence (Guaranty) and the other documentation delivered in connection therewith, and as to a Loan Partysuch other matters as any Agent may reasonably request. If at In addition, the Borrowers shall upon the acquisition or creation of any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant new Subsidiary, promptly notify (Band in any event within 30 days) prior the Lenders thereof and provide the Agents and the Lenders with an updated Schedule I and Schedule 8.16(a) hereto to reflect the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed formation or acquisition of each new Subsidiary. The Borrowers shall indicate on Schedule 5.10 8.16(a) whether the newly formed or (E) a Special Purpose Receivables Subsidiary, (x) acquired Subsidiary is a wholly-owned Domestic Restricted 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 an Unrestricted Subsidiary 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) this Credit Agreement. Notwithstanding the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Datethis §9.14, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests Restricted Subsidiary in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of which any of the PAETEC Group Members. For Borrowers or any of the avoidance Restricted Subsidiaries have collectively invested less than $100,000, and so long as such Restricted Subsidiary shall not have (a) assets in excess of doubt$100,000, from and after the PAETEC Notes Redemption Date(b) annual revenue in excess of $100,000 or (c) liabilities in excess of $100,000, any Qualified PAETEC Group Member shall not previously subject be required to become a party to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateGuaranty.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary of Borrower is formed or acquired after the Sixth ARCA Effective Date, Borrower will notify the Administrative Agent and the Lenders thereof and whether such Subsidiary is an Unrestricted Subsidiary or a Restricted Subsidiary. If any Restricted Subsidiary as of the date of its formation, its acquisition or at any time thereafter has a total asset value in excess of $35,000,000 (or its equivalent in other currencies) and has incurred Indebtedness or Guaranteed Indebtedness in excess of $5,000,000 (or its equivalent in other currencies) in favor of any Person other than a Loan Party, then Borrower will, will notify the Administrative Agent and the Lenders thereof and cause such Subsidiary (unless such Subsidiary is a Foreign Subsidiary) to (a) execute a Subsidiary Guaranty within ten Business Days 30 days after such Subsidiary is formed or acquiredacquired or it is determined to have the requisite total asset value and Indebtedness owed to third parties and (b) if the Issuer Rating of Borrower issued by both S&P and Xxxxx’x is equal to or lower than “BB+” or “Ba1,” respectively, notify (i) execute a Mortgage (to the extent necessary to comply with Section 5.15) for the ratable benefit of each Lender (other than any such Lender having notified 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 it may 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 Indebtednesslegally benefit from same) and (B) the other provisions of the Collateral promptly take such actions to create and Guarantee Requirement to be satisfied with respect to perfect Liens on such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of ’s assets to secure 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 as the Administrative Agent shall reasonably request, (ii) prior pledge or cause to be pledged all Equity Interests in such Restricted Subsidiary pursuant to a Pledge Agreement within 30 days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, Equity Interests of such Subsidiary to be pledged pursuant to such Pledge Agreement may be limited to 65% of the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member total combined voting power of all classes of voting Equity Interests of such Subsidiary) and (iii) cause any Special Purpose Receivables Subsidiaryand all such Persons (except Borrower) after the Sixth ARCA Effective Date unless either (x) all of the pledging such 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 a 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 execute a 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 Guaranty but only if such Qualified PAETEC Group Member became Person has not heretofore executed a Subsidiary on such dateGuaranty.

Additional Subsidiaries. If any additional Subsidiary, Subsidiary (other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, any Subsidiary that is prohibited by applicable law from guaranteeing the Obligations and/or providing any security therefor) is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten will notify the Administrative Agent in writing thereof not later than the fifteenth Business Days Day after the date on which such Subsidiary is formed or acquiredacquired and (i) the Borrower will cause such Subsidiary to (a) execute and deliver each applicable Collateral Document (or otherwise become a party thereto in the manner provided therein) and become a party to each applicable Loan Document in the manner provided therein, notify in each case not later than the tenth Business Day after the date on which such Subsidiary is formed (or such longer period as may be agreed to in writing by the Administrative Agent), (b) within 30 days after such formation or acquisition (or such longer period as may be agreed to in writing by the Administrative Agent), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of UCC financing statements and the giving of notices) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting Liens on the Collateral property (other than the Excluded Assets) purported to be subject to Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 5.19, enforceable against all third parties in accordance with their terms, and (c) promptly take such other actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Administrative Agent thereof or the Required Lenders shall reasonably request and (ii) the Borrower will cause the Collateral Equity Interests of such Subsidiary and Guarantee Requirement to be satisfied with respect to any Equity Interest in promissory notes and other instruments evidencing loans, advances and other debt of 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 Borrower 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 be pledged pursuant to the Guarantee Agreement (in Collateral Documents not later than the case of any Subsidiary described in clause (y), fifteenth Business Day after the 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 which such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of is formed or acquired or by such later date as agreed to in writing by 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 dateAdministrative Agent.

Additional Subsidiaries. If any additional SubsidiarySubsidiary of Borrower or any other Loan Party is acquired or formed after the Closing Date, the Loan Parties will promptly notify the Lender thereof in writing and, within ten (10) Business Days after any such Subsidiary is acquired or formed, will cause such Subsidiary other than an Insignificant a Foreign Subsidiary to become a Subsidiary Loan Party and a Guarantor of the Obligations and Borrower, if such Subsidiary is a Domestic Subsidiary of Borrower, or the applicable other Loan Party, if such Subsidiary is a Domestic Subsidiary of any such other Loan Party shall within said ten (10) Business Day period pledge or cause to be pledged to Lender as collateral security for the Obligations, as required by Lender, subject to no other lien or encumbrance, all (100%) of the Capital Stock owned by Borrower or any other Loan Party in such Domestic Subsidiary; provided, a Notes SPV or a Special Purpose Receivables Subsidiaryhowever, is that in the event any Subsidiary formed or acquired after the Sixth ARCA Effective DateClosing Date is a Foreign Subsidiary, the Borrower will, Loan Parties shall within said ten (10) Business Days after such Subsidiary is formed Day period pledge or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect pledged to Lender as collateral security for the Obligations, as required by Lender, subject to no other lien or encumbrance, the Capital Stock owned by Borrower or any Equity Interest other Loan Party but only to the extent of 65% of such Capital Stock in such said Foreign Subsidiary. A Domestic Subsidiary held by of Borrower or any other Loan Party shall become a Subsidiary Loan Party and any Indebtedness a Guarantor of such Subsidiary owed the Obligations by executing and delivering to Lender a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior Joinder to the PAETEC Notes Redemption DateCredit Agreement, a Qualified PAETEC Group MemberSubsidiary Guaranty Supplement, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary Security Agreement Supplement and is permitted such other Security Documents as are required by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than Section 6.20 accompanied by (i) any Notes SPVall other Loan Documents related thereto, (ii) prior to certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements or limited liability company agreements, partnership agreements, and other organizational documents, appropriate authorizing resolutions of the PAETEC Notes Redemption Dateboard of directors or other applicable governing body of such Subsidiaries, any Qualified PAETEC Group Member and, if required by Lender, opinions of counsel addressing such matters as Lender shall require, and (iii) any Special Purpose Receivables Subsidiary) after such other documents as the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateLender may reasonably request.

Additional Subsidiaries. If any additional Subsidiaryupon the delivery of the financial statements pursuant to Section 7.1(a) or (b), the Non-Guarantor Subsidiaries (other than an Insignificant SubsidiaryXxxxx & Minor Healthcare Supply Inc. and Access Diabetic Supply, LLC) shall, as a Notes SPV group, (i) account for more than five percent (5%) of the gross revenues of the members of the Consolidated Group (other than Securitization Subsidiaries) on a consolidated basis determined in accordance with GAAP, (ii) account for more than five percent (5%) of net income of the members of the Consolidated Group (other than Securitization Subsidiaries) on a consolidated basis determined in accordance with GAAP, or (iii) hold more than five percent (5%) of Consolidated Total Assets (each a Special Purpose Receivables Subsidiary“Threshold Requirement”), is formed or acquired after the Sixth ARCA Effective Date, then the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, Representative will (A) promptly 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 Subsidiarythereof, (B) prior to within 45 days (or such later date as the PAETEC Notes Redemption DateAdministrative Agent may agree in its sole discretion) thereafter, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 cause one 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 more of the Collateral and Guarantee Requirement Non-Guarantor Subsidiaries to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” under the Credit Documents by way of execution of a Joinder Agreement such that immediately thereafter the remaining Non-Guarantor Subsidiaries shall not, as a group, exceed any Threshold Requirement and “Lien Grantor” for purposes (C) deliver such other documentation as the Administrative Agent, the Term B Facility Agent or the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person, good standing certificates and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Loan DocumentsAgents. The Borrower will notRepresentative may at any time, at its option, cause a Non-Guarantor Subsidiary to execute and will not permit deliver to the Agents a Joinder Agreement and, in connection therewith, such Person shall be required to deliver such other documentation as any of its Subsidiaries toAgent may reasonably request, form or acquire any Subsidiary (other than Insignificant Subsidiaries including, without limitation, certified resolutions and other than (i) any Notes SPVorganizational and authorizing documents of such Person, (ii) prior good standing certificates and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory 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 dateAgents.

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

Additional Subsidiaries. If any additional SubsidiaryIf, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time time, any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 Specified Borrower or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries toshall form any new Subsidiary after the date of this Agreement (this subsection not constituting authority to form a Subsidiary), form such Specified Borrower or acquire any Subsidiary (other than Insignificant Subsidiaries such Subsidiary, as the case may be, shall, subject to applicable Requirements of Law and other than the absence of adverse tax consequences (i) any Notes SPVif such Subsidiary is a Domestic Subsidiary of Holdings, cause such new Subsidiary to guarantee the Domestic Obligations, (ii) prior cause each holder of any Capital Stock of such Subsidiary to pledge 100% of such Capital Stock to the PAETEC Notes Redemption DateSpecified Agent which shall be accompanied by such resolutions, any Qualified PAETEC Group Member incumbency certificates and legal opinions as are reasonably requested by the Specified Agent and (iii) any Special Purpose Receivables Subsidiary) after if such Subsidiary is a Future Foreign Subsidiary Borrower cause 100% of the Sixth ARCA Effective Date unless either Capital Stock of such Future Foreign Subsidiary Borrower to be pledged to the Specified Agent to secure the Obligations of such Future Foreign Subsidiary Borrower; provided, that (x) all except as provided in clause (iii) in the event such Subsidiary is a direct Foreign Subsidiary of International Holdings, only 65% of the Equity Interests in voting Capital Stock of such Foreign Subsidiary shall need be directly held by a Loan Party or pledged to the Collateral Agent and (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization no voting Capital Stock of any indirect Foreign Subsidiary of International Holdings need be so pledged unless such Foreign Subsidiary is also a direct Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to 97 91 secure the PAETEC Group Members. For Specified Obligations of such Foreign Subsidiary Borrower, in which case the avoidance of doubtforegoing shall be complied with, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateapplicable Requirements of Law.

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than Restricted Subsidiary that is not an Insignificant Subsidiary, Excluded Subsidiary 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 Holdings 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 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) t 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 to a 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 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. Prior (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, to the PAETEC Notes Redemption Date, the Borrower will extent not permit any PAETEC Group Member already satisfied pursuant 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 date5.11(a).

Additional Subsidiaries. If Borrower shall give the Lender prompt written notice of the creation, establishment or acquisition, in any additional Subsidiarymanner, other than an Insignificant Subsidiaryof any Subsidiary not existing as a Subsidiary on the Closing Date. Subject to the last sentence of this Section 6.17, a Notes SPV Borrower or a Special Purpose Receivables SubsidiaryGuarantor, as appropriate, (a) shall cause each Subsidiary of such Person which is formed or acquired after the Sixth ARCA Effective Datea Domestic Subsidiary to execute a Surety and Guaranty Agreement and a Security Agreement, 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 (b) shall execute a Foreign Pledge Agreement with respect to any Equity Interest in such 65% of the Capital Stock of each First-Tier Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to Person which is or becomes a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Material Non-Domestic Subsidiary, (Bc) prior to shall deliver an opinion of counsel, simultaneously with the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, delivery of (Ci) 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 the Guaranty 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 Surety Agreement and Security Agreement executed pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y)a)(i) above, 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 new Domestic Subsidiary, whereupon and the delivery of any Pledge Agreement executed pursuant to clause (a)(ii) above, that such Subsidiary will become a “Guarantor” Pledge Agreement is valid and “Lien Grantor” for purposes enforceable in the jurisdiction of formation of such Material Non-Domestic Subsidiary, provided that if such opinion, in connection with the Loan Documents. The delivery of any Pledge Agreement executed pursuant to clause (a)(ii) above, cannot be provided, the Borrower will notor Guarantor and such Material Non-Domestic Subsidiary, as appropriate, shall execute any additional documents that may be required in order to perfect the lien granted by such Pledge Agreement in such jurisdiction and will not permit any of its Subsidiaries to, form or acquire any Subsidiary to enable such counsel to deliver an acceptable opinion with respect thereto and (other than Insignificant Subsidiaries and other than (id) any Notes SPV, (ii) prior with respect to the PAETEC Notes Redemption Datepledge of Capital Stock of any Material Non-Domestic Subsidiary that is certificated, any Qualified PAETEC Group Member deliver such certificates 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 powers with respect to such Subsidiary. Prior interests duly endorsed in blank, and, in the event of uncertificated interests UCC-1 financing statements identifying such interest and executed by the holder of such interest or such other documentation as reasonably requested by the Lender in order to grant and perfect a security interest in such ownership interest; all within ten (10) Business Days after the creation, establishment or acquisition of such Subsidiary and in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers and other documents as are consistent with those delivered as to each Domestic Subsidiary pursuant to Section 4.1 hereof on the Closing Date, or as the Lender may request, each in form and substance satisfactory to the PAETEC Notes Redemption Date, the Lender. In no event shall Borrower will not permit or any PAETEC Group Member Guarantor be required to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of pledge any of the PAETEC Group Members. For assets of a Non-Domestic Subsidiary of Borrower or such Guarantor if such Non-Domestic Subsidiary is a controlled foreign corporation, as defined in Section 957(a) of the avoidance of doubtCode, from and after the PAETEC Notes Redemption Dateincluding, any Qualified PAETEC Group Member but not previously subject limited to the requirements set forth in this Section 5.10 shall be subject to stock of any Non-Domestic Subsidiary of the requirements set forth in this Section 5.10 as if Borrower held directly or indirectly by any such Qualified PAETEC Group Member became a Subsidiary on such dateSubsidiary.

Additional Subsidiaries. (A) If Borrower proposes to incorporate, create or acquire any additional Subsidiary, other than an Insignificant SubsidiaryBorrower shall notify Lender thereof, a Notes SPV and, if required hereby, obtain Lender's consent thereto. After the incorporation, creation or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower willacquisition of any such Subsidiary (subject to obtaining any necessary Lender consent), within ten Business five Banking Days after such Subsidiary is formed or acquiredfollowing receipt by Borrower from Lender of a security agreement, notify in form and substance satisfactory to Lender, and a guaranty of the Administrative Agent Obligations in form and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement substance satisfactory 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 PartyLender, 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 execute and deliver such guaranty and security agreement to the Guarantee Agreement (Lender. Lender may elect in its sole discretion to waive any such requirement in the case of any non-U.S. Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and any Subsidiary that will remain a dormant or shell Subsidiary. (B) Within five Banking Days after receipt from Lender, Borrower shall cause such Subsidiary to have executed and filed any UCC-1 financing statements furnished by Lender in each jurisdiction in which such filing is necessary to perfect the other provisions security interest of Lender in the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon of such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documentsin which Lender requests that such filing be made. The (C) Additionally, 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 executed and xxxxxxxed to Lender such other items as reasonably requested by Lender in connection with the Facility Obligations pursuant to the Guarantee foregoing, including rxxxxxxions, incumbency and officers' certificates, opinions of counsel, search reports and other certificates and documents. Nothing in this 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 Membersother Loan Documents shall prevent the Borrower from establishing additional Subsidiaries which are established for regulatory purposes in a single state and which operate principally as sales offices. 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.(m)

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

Additional Subsidiaries. If (a) Subject to the waiver by the Administrative Agent of any additional Subsidiaryof the notice requirements below in its sole and absolute discretion, other than an Insignificant Subsidiary, a Notes SPV if any Domestic Subsidiary is acquired or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Closing Date, (x) the Borrower will, within promptly and not later than ten (10) Business Days after such Subsidiary is formed or acquiredthereafter, notify the Administrative Agent thereof and (y) within fifteen (15) days thereafter, the Borrower shall cause such Person (i) to join the Subsidiary Guaranty Agreement as a new Subsidiary Loan Party by executing and delivering to the Administrative Agent a Subsidiary Guaranty Supplement (provided, however, if such Domestic Subsidiary is non-wholly owned, then any Investment in such non-wholly owned Domestic Subsidiary shall continue to be subject to Section 7.5 hereof and no such Guarantee or Liens shall be required), (ii) to grant Liens in favor of the Administrative Agent in all of its personal property by joining the Security Agreement, executing and delivering a Patent Security Agreement and Trademark Security Agreement (as applicable) with respect to material intellectual property or as requested by the Administrative Agent, and filing, or at the request of the Administrative Agent authorizing the filing of, all such UCC financing statements or similar instruments required by the Administrative Agent to perfect Liens in favor of the Administrative Agent and granted under any of the Loan Documents (subject to the proviso in clause (i) above), (iii) if such Subsidiary owns Capital Stock in another Person, to become a party to a Pledge Agreement to pledge such Capital Stock (subject to the proviso in clause (i) above), provided, however, that if such Person is a Foreign Subsidiary, such pledge shall not exceed 65% of the outstanding equity interests in such Person, 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 Domestic Subsidiary would have been required to deliver and, subject to the proviso in clause (i) above, take pursuant to Section 3.1 if such Domestic Subsidiary had been a Loan Party on the Closing Date. In addition, subject to the proviso in clause (i) above, within fifteen (15) days after the date such Person becomes a Domestic Subsidiary of the Borrower, the Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the Capital Stock of such Person owned by the Borrower or such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Pledge Agreement or a new pledge agreement reasonably consistent with the Pledge Agreement, each in form and substance satisfactory to the Administrative Agent, and to deliver the original certificates, if any, evidencing such Capital Stock to the Administrative Agent, together with appropriate stock powers executed in blank; provided, however, that if such Domestic Subsidiary is non-wholly owned and the Collateral Loan Party which owns Capital Stock in such Person is contractually prohibited from pledging such Capital Stock in favor of the Administrative Agent thereof and cause the Collateral and Guarantee Requirement as required hereunder, then any Investment in such Domestic Subsidiary shall continue to be satisfied subject to Section 7.5 and no such pledge shall be required. The Borrower agrees that, following the delivery of any Security Documents required to be executed and delivered by this Section 5.17, the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged pursuant to this Section 5.17, free and clear of all Liens other than Liens permitted under Section 7.2. All actions to be taken pursuant to this Section 5.17 shall be at the expense of the Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent. In the event that a proposed acquisition or investment by the Borrower or a Subsidiary is in compliance with Section 7.4 and this Section 5.17, and the consent of the Required Lenders would otherwise be required to effectuate such acquisition or investment, then the Administrative Agent may, in its sole and absolute discretion, if it determines that the item as to which such consent would otherwise be required, is not material, waive such consent requirements. Notwithstanding the foregoing, the Administrative Agent may, in its sole and absolute discretion, waive any of the foregoing requirements with respect to any Equity Interest in such Foreign Subsidiary held by a Loan Party and any Indebtedness to the extent that the assets of such Foreign Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other less than (A) an Insignificant Subsidiary, (B) prior to 5% 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 consolidated assets 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 all of its Subsidiaries to, form or acquire any as of the last day of the immediately preceding Fiscal Year and the revenue of such Foreign Subsidiary (other is less than Insignificant Subsidiaries 5% of the consolidated revenue of the Borrower 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 its Subsidiaries 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 dateimmediately preceding Fiscal Year.

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, (D) any Subsidiary listed on Schedule 5.10 and to file, or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without at 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 request of the Collateral 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 to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes granted under any of the Loan Documents. The Borrower will not, (iv) 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 will (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 permit any of its 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, 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 Capital Stock of such Wholly Owned Domestic Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement Administrative Agent as security for the Obligations by executing and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior delivering an amendment or supplement to the PAETEC Notes Redemption DatePledge Agreement, the Borrower will not permit any PAETEC Group Member to 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 in this Section 5.10 shall be subject Administrative Agent, and to deliver the original stock certificates, if any, evidencing such Capital Stock to the requirements set forth Administrative Agent, together with appropriate stock powers executed 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 Restricted Subsidiary that is not an Insignificant Subsidiary, Excluded Subsidiary 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 BorrowerHoldings 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 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) t 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 to a 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 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. Prior (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, to the PAETEC Notes Redemption Date, the Borrower will extent not permit any PAETEC Group Member already satisfied pursuant 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 MembersSection 5.11(a). 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.-128- [EMEA_ACTIVE 302040156_13]

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

Additional Subsidiaries. If Subject to Section 1.06, if any additional Subsidiary, Subsidiary (other than an Insignificant Excluded Subsidiary (other than a Subsidiary that is an Excluded Subsidiary pursuant to clause (iv) of the definition of “Excluded Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, ”)) is formed or acquired after the Sixth ARCA Effective Date, the U.S. Borrower will, within ten three Business Days after such Subsidiary is formed or acquiredacquired (or such later date acceptable to the Administrative Agent in its sole discretion), notify the Administrative Agent and the Lenders thereof and, cause any Equity Interest in or Debt of such Subsidiary owned by or on behalf of any Credit Party to be added to the Collateral Agent thereof to the extent required by the Security Agreement or any equivalent Foreign Security Document. If such Subsidiary is or subsequently becomes a Wholly-Owned Restricted Subsidiary that is not an Excluded Subsidiary(other than a Subsidiary that is an Excluded Subsidiary pursuant to clause (iv) of the definition of “Excluded Subsidiary”) and is not prohibited by applicable law or regulation from guaranteeing the U.S. Borrower’s obligations hereunder, the U.S. Borrower shall cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party (x) as it relates to any Material Real Property, within 90 days after such event and any Indebtedness of (y) otherwise, within 30 days after such event (or, in each case, such later date as the Administrative Agent in its sole discretion may otherwise agree). If such Subsidiary owed to is or subsequently becomes a Loan Party. If at any time any Wholly-Owned Restricted Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to Foreign Subsidiary organized in the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) jurisdiction of any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary Designated Foreign Borrower and is permitted not prohibited by applicable law or regulation (without from guaranteeing Designated Foreign Borrower’s Obligations of such Designated Foreign Borrower and any related Foreign Guaranty, then 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 U.S. Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (enter into a Foreign Guaranty and Foreign Security Documents substantially in the case same form as the documents entered into by such Designated Foreign Borrower to xxxxx x xxxx and security interest on substantially all assets 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 Foreign Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, the creation or perfection of a security interest in Excluded Assets and (ii) prior such other exceptions as may be agreed to by the PAETEC Notes Redemption DateAdministrative Agent in a specific jurisdiction), any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of as it relates to any Material Real Property, within 90 days after such event and (y) otherwise, within 30 days after such event (or, in each case, such later date as the Equity Interests Administrative Agent in its sole discretion may otherwise agree). Notwithstanding the foregoing, if such Subsidiary holds no assets whatsoever, the U.S. Borrower and such Subsidiary shall not be directly held by a Loan Party or required to comply with the obligations of this Section 5.13 (yand the time periods specified above shall not commence to run) until the date on which such Subsidiary shall have Guaranteed the Facility Obligations acquires assets sufficient in amount to not otherwise qualify as an Excluded Subsidiary (other than a Subsidiary that is an Excluded Subsidiary pursuant to the Guarantee Agreement clauses (i) and shall have satisfied the other provisions (iv) of the Collateral and Guarantee Requirement with respect to such definition of “Excluded 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 5.13 are subject to the requirements limitations set forth in this the Collateral and Guarantee Requirements and in Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date1.06.

Additional Subsidiaries. (a) If (i) any additional Restricted Subsidiary that is not an Excluded Subsidiary, other than an Insignificant Subsidiaryor any Intermediate Parent, in each case, organized in a Notes SPV or a Special Purpose Receivables SubsidiaryCovered Jurisdiction, is formed or acquired after the Sixth ARCA Effective Issue Date, (ii) any Restricted Subsidiary ceases to be an Excluded Subsidiary (other than any Immaterial Subsidiary that becomes a Material Subsidiary, which shall be subject to Section 4.13(b)) or (iii) the Borrower Issuer, at its option, elects to cause a Subsidiary organized in a Covered Jurisdiction, a subsidiary that is otherwise an Excluded Subsidiary (including any Subsidiary that is not a Wholly Owned Subsidiary or any consolidated Affiliate in which the Issuer and its Subsidiaries own no Equity Interest or that is organized in a non-Covered Jurisdiction) to become a Subsidiary Note Party, then in each case of (i), (ii) and (iii) Holdings or the Issuer will, within ten Business Days 30 days (or such longer period as may be agreed to by the Controlling Party (or after the Disposition Date and (x) prior to the Discharge of Credit Agreement Obligations, the First Lien Collateral Agent with respect to the corresponding requirement in the First Lien Credit Agreement or (y) after the Discharge of Credit Agreement Obligations, the Required Holders) in its reasonable discretion) after (x) such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquired, (y) such Restricted Subsidiary ceases to be an Excluded Subsidiary or (z) the Issuer has made such election, notify the Administrative Trustee, the Second Lien Notes Collateral Agent and the Collateral Agent thereof Controlling Party thereof, and will cause such Restricted Subsidiary (unless such Restricted Subsidiary is an Excluded Subsidiary) or Intermediate Parent to satisfy the Collateral and Guarantee Requirement with respect to be satisfied such Restricted Subsidiary or Intermediate Parent and with respect to any Equity Interest in such Subsidiary held by a Loan Party and any or Indebtedness of such Restricted Subsidiary owed to a Loan Party. If at or Intermediate Parent owned by or on behalf of any time any Subsidiary that is not then a Loan Party, other than Note Party within 30 days after such notice (A) an Insignificant Subsidiary, or such longer period as the Controlling Party (Bor after the Disposition Date and (x) prior to the PAETEC Notes Redemption DateDischarge of Credit Agreement Obligations, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need First Lien Collateral Agent with respect to obtain any Governmental Authorization) to Guarantee the Facility Obligations corresponding requirement in the First Lien Credit Agreement or (y) Guarantees any Loan Party’s obligations in respect after the Discharge of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents)Credit Agreement Obligations, the Borrower Required Holders) shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant reasonably agree). The Issuer shall deliver to the Guarantee Agreement Trustee, the Second Lien Notes Collateral Agent and the Controlling Party a completed Perfection Certificate (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtednessor supplement thereof) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer of Holdings or of such applicable Restricted Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of together with all attachments contemplated thereby concurrently with the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions satisfaction of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Restricted Subsidiary 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 dateIntermediate Parent.

Additional Subsidiaries. If (a) 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 (or if any Subsidiary ceases to be an Excluded Subsidiary after the Effective Date), the Parent Borrower willwill notify the Agents and the Lenders thereof and (i) if (x) such Subsidiary is a Loan Party (other than a Loan Party organized under the laws of Canada or any province thereof), the Parent Borrower will cause such Subsidiary to become a party to (1) this Agreement, as a Borrower, or the Guarantee Agreement, as a Guarantor (2) the Domestic Security Agreement, the Domestic Pledge Agreement and each other applicable Security Document in the manner provided therein (or, if such Loan Party is a Foreign Subsidiary not organized under the laws of Canada or any province thereof, such mortgages and security, pledge, guarantee and subordination agreements as reasonably requested by the Administrative Agent or the Collateral Agent to guarantee and secure the Obligations) and (y) if such Subsidiary is a Loan Party organized under the laws of Canada or any province thereof, the Parent Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Canadian Security Agreement, the Canadian Pledge Agreement and each other applicable Security Document in the manner provided therein, in each case within ten three Business Days after such Subsidiary is formed or acquired, notify acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets to secure the Obligations as the Administrative Agent and or the Collateral Agent thereof or the Required Lenders shall reasonably request and cause the Collateral and Guarantee Requirement to be satisfied with respect to (ii) if any Equity Interest in such Subsidiary held by a Loan Party and any Interests or Indebtedness of such Subsidiary owed to a are owned by or on behalf of any Loan Party. If at any time any , the Parent Borrower will cause certificates and promissory notes evidencing such Equity Interests and Indebtedness to be pledged to secure the Obligations within three Business Days after such Subsidiary that is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not then a Loan Party, other than Equity Interests of such Subsidiary that are owned by or on behalf of the Parent Borrower or a Subsidiary Loan Party and that are to be pledged to secure the Obligations may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary) and (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (Db) any Subsidiary listed on Schedule 5.10 which is not a Loan Party commences a Chapter 11 case which is administratively consolidated with the Chapter 11 Cases, the Parent Borrower will notify the Agents and the Lenders thereof and if (i) such Subsidiary is not organized under the laws of Canada or (E) any province thereof, the Parent Borrower will cause such Subsidiary to become a Special Purpose Receivables Subsidiary, party to (x) is this Agreement, as a wholly-owned Domestic Subsidiary and is permitted by applicable law Borrower, or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or Agreement, as a Guarantor (y) Guarantees any Loan Party’s obligations the Domestic Security Agreement, the Domestic Pledge Agreement and each other applicable Security Document in respect the manner provided therein or (ii) if such Subsidiary is organized under the laws of any AC Holdings Bonds Canada or any other Indebtedness (other than Indebtedness created under the Loan Documents)province thereof, the Parent Borrower shall promptly will cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant become a party to the Guarantee Agreement, the Canadian Security Agreement, the Canadian Pledge Agreement (and each other applicable Security Document in the manner provided therein, in each case of any Subsidiary described in clause (y), within three Business Days after such Subsidiary's Chapter 11 case is administratively consolidated with the Chapter 11 Cases and promptly take such actions to create and perfect Liens on terms no less favorable such Subsidiary's assets to secure the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) Obligations as the other provisions of Administrative Agent or 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 Agent or 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 Required Lenders shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datereasonably request.

Additional Subsidiaries. If any additional Subsidiary, Subsidiarysubsidiary (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 after the Sixth ARCA Effective DateFourth Restatement Closing Date (each a “New Subsidiary”), the Borrower will, within and remains a Subsidiarysubsidiary 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 (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 such of a Foreign 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 may be subject to applicable limitations under the requirements set forth in this Section 5.10 as law of the jurisdictions of such Foreign Subsidiary’s organization); provided further, that the Administrative Agent may agree at the request of the Borrower to exclude additional Foreign Subsidiaries from the pledge requirement if the burden of providing such Qualified PAETEC Group Member became a Subsidiary on such datepledge to the Borrower outweighs the expected benefit of the pledge to the Lenders.

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

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

Additional Subsidiaries. If 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. (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 will, shall within ten fifteen (15) Business Days after such Wholly Owned Subsidiary is formed acquired or acquiredformed: (i) if such Wholly Owned Subsidiary is a corporation, notify execute a Stock Pledge Agreement pledging to the Administrative Agent on behalf of Lenders all of the stock or other evidence of ownership interest it presently holds and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest acquires in such Subsidiary held by a Loan Party and any Indebtedness of 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 Wholly Owned 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) deliver along with such Subsidiary to Guarantee Stock Pledge Agreement or amendment the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary securities described in clause (y)therein, 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 notReg U form, and will not permit any of its Subsidiaries toa stock power, all in form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVsubstance satisfactory to Administrative Agent, (ii) prior if such Wholly Owned Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the PAETEC Notes Redemption DateAdministrative Agent pledging to the Administrative Agent on behalf of Lenders all of the ownership interest the Borrower holds and acquires in such Wholly Owned Subsidiary, any Qualified PAETEC Group Member including, without limitation, all presently existing and hereafter arising right, title, and interest in and to distributions, payments, general intangibles, accounts, and other tangible and intangible property and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in cause such Wholly Owned Subsidiary shall be directly held by to execute 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 an Indemnity and Guarantee Requirement with respect to such Subsidiary. Prior Contribution Agreement (or appropriate amendments or joinders to the PAETEC Notes Redemption Dateexisting Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement). Administrative Agent is hereby authorized to file such UCC financing statements necessary to perfect the security interests described herein, all without the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose necessity of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateBorrower's execution thereof.

Additional Subsidiaries. If any additional SubsidiaryIn 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 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 creates any new Subsidiary or acquires a new Subsidiary (a) the Borrower shall cause such new Subsidiary to, form concurrently with such event or acquire as soon as practicable thereafter (but in any Subsidiary event no later than thirty (other than Insignificant Subsidiaries 30) days after such creation or acquisition), to execute and other than deliver to the Administrative Agent (i) any Notes SPV, a Guaranty as a guarantor and a Security Agreement or (ii) prior an instrument of joinder and accession, in form and substance reasonably satisfactory to the PAETEC Notes Redemption DateAdministrative Agent, any Qualified PAETEC Group Member pursuant to which such new Subsidiary shall join onto a Guaranty as a guarantor thereunder and the Security Documents as a grantor of security thereunder as if such new Subsidiary was an original signatory hereto and thereto, and (iiib) any Special Purpose Receivables Subsidiarythe Borrower and/or such new Subsidiary (as the case may be) after shall deliver such other instruments and documents, in form and substance reasonably satisfactory to the Sixth ARCA Effective Date unless either (x) Administrative Agent, Perfection Certificates, 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 such Subsidiary shall blank, in each case required to be directly held by a Loan Party executed or (y) such Subsidiary shall have Guaranteed the Facility Obligations delivered pursuant to such Security Documents in order to grant to or maintain the Guarantee Agreement Administrative Agent’s first priority perfected security interest in and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Dateassets of and the Equity Interests issued by such new Subsidiaries (subject to Liens permitted by Section 7.01). Further, within 30 days after receipt of a request from the Administrative Agent, the Borrower will not permit any PAETEC Group Member and/or such new Subsidiary shall execute and/or deliver to form or acquire any Subsidiary except for the purpose of reorganizing Administrative Agent such other documentation as the organizational structure or form of organization of any Administrative Agent may reasonably request in writing in furtherance of the PAETEC Group Members. For intent of this Section 6.16, including without limitation an updated Schedule 5.13 hereto and documentation of the avoidance of doubt, from type required to be supplied by the Borrower and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject its Subsidiaries as a condition precedent to the requirements set forth in this initial Loans made hereunder pursuant to Section 5.10 shall be subject 4.01(a), as applicable to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such datenew Subsidiary.

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 Sxxxxxxx Definitive Agreement, within ten Business Days after (a) such new Subsidiary is formed or acquired(as the case may be) RAM and the Austin Partnership shall, notify 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 Collateral Agent thereof Austin Partnership shall deliver such other instruments and cause documents, including without limitation Perfection Certificates, UCC financing statements and stock certificates representing all of the Collateral issued and Guarantee Requirement 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 satisfied 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 respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness the formation or acquisition of such new Subsidiary owed or the exercise of the option to a Loan Party. If at any time any purchase the remaining Capital Stock of RAM and the Austin Partnership, the Parent, the Borrower, the applicable Subsidiary that is not then a Loan Party, other than and/or such new Subsidiary or (Aas the case may be) an Insignificant Subsidiary, (B) prior RAM and the Austin Partnership shall execute and/or deliver to the PAETEC Notes Redemption DateAdministrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §9.15, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on including without limitation an updated Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary 8.19 hereto and is permitted documentation of the type required to be supplied 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 (A) such Subsidiary and the Subsidiaries as a condition precedent to Guarantee the Facility Obligations initial Loans made hereunder pursuant to the Guarantee Agreement §12, as applicable to such new Subsidiary or Permitted Acquisition or (in as the case of any Subsidiary described in clause (y), on terms no less favorable to may be) RAM 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 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 dateAustin Partnership.

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 with the Administrative Agent Bank’s prior consent (in accordance with Section 5.08), after the Effective Date and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in if such Subsidiary held by is a Loan Party Domestic Subsidiary, Borrower will cause such Domestic Subsidiary to become a Guarantor within five Business Days after such Domestic Subsidiary is formed or acquired, provided that if Borrower has not received a form of guaranty from the Bank on or before the date such Domestic Subsidiary is formed or acquired, then Borrower will have five (5) Business Days from the date of receipt of such guaranty to comply with this Section, and promptly after delivery of such guaranty form from the Bank, Borrower shall take such actions to create and perfect Liens on such Domestic Subsidiary’s Accounts and Proceeds to secure the Obligations as the Bank shall request. If such Subsidiary is a Foreign Subsidiary and any equity interest in or Indebtedness of such Foreign Subsidiary owed are owned by or on behalf of the Borrower or any Guarantor, Borrower will cause to be pledged to Bank within five (5) Business Days after such Foreign Subsidiary is formed or acquired, provided that if Borrower has not received a Loan Party. If at form of security agreement from the Bank on or before the date such Foreign Subsidiary is formed or acquired, then Borrower will have five (5) Business Days from the date of receipt of such security agreement to comply with this Section, all shares of common stock of the Foreign Subsidiary and all other shares of capital stock of whatever class of the Foreign Subsidiary now or hereafter owned by or on behalf of the Borrower or any time Guarantor and all equity rights of any Subsidiary that is not then a Loan Party, other than (A) an Insignificant such Foreign Subsidiary, (B) prior subject, however, 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 limitation that shares of capital stock of any AC Holdings Bonds such Foreign Subsidiary which represent in excess of 65% of the combined voting power of all classes of capital stock of such Foreign Subsidiary shall not be pledged; provided, however, that if following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder which would permit a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of any other Indebtedness (other than Indebtedness created under Foreign Subsidiary entitled to vote without causing the Loan Documents)undistributed earnings of such Foreign Subsidiary as determined for Federal income taxes to be treated as a deemed dividend to the Borrower for Federal income tax purposes, then the 65% limitation set forth above shall no longer be applicable and the Borrower shall promptly cause (A) to be duly pledged and delivered to Bank 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 capital stock not theretofore required to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form 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 pledged under this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateAgreement.

Additional Subsidiaries. If Within 30 days (or such shorter period of time as may be required in this Agreement in connection with the Subject Acquisition) 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 Original 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 Original 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. 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 owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, Subsidiaries organized under the laws of Canada or a province thereof may be owners of Real Property Assets that are included as Unencumbered Properties subject to the limitations in Section 7.12(b) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party 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 Subsidiary, is formed or acquired after before the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after date on which an Unencumbered Property owned by any such Subsidiary is formed or acquiredinitially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, notify including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement Lenders to be satisfied comply 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 PartyPATRIOT Act, 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)OFAC, 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 notBeneficial Ownership Regulation, 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“know- your-customer” diligence requirements.

Additional Subsidiaries. If (i) any additional Subsidiary, Restricted Subsidiary or Intermediate Parent (in each case other than an Insignificant Excluded Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, ) 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 the Administrative Agent may agree) 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 thereof, 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, will (x) is a wholly-owned Domestic cause such Restricted Subsidiary and is permitted by applicable law or regulation (without the need Intermediate Parent to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Restricted Subsidiary or Intermediate Parent, (y) cause such Loan Party to satisfy the Collateral and Guarantee Requirement 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 and (z) deliver to the PAETEC Notes Redemption DateAdministrative Agent a completed Perfection Certificate with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer, 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 together with all attachments contemplated thereby (in each case within thirty days after the PAETEC Notes Redemption Date, date of such notice or such longer period as the Administrative Agent may agree) (it being understood that any Qualified PAETEC Group Member not previously subject supplement to the requirements set forth Guarantee Agreement or the Collateral Agreement entered into by a Restricted Subsidiary acquired after the Effective Date may include schedules reasonably acceptable to the Administrative Agent to qualify representations and warranties made by such Restricted Subsidiary and that in this Section 5.10 such case all such representations and warranties shall be subject so qualified with respect to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateRestricted Subsidiary).

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

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

Additional Subsidiaries. If 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 Give the Administrative Agent and prompt written notice of the Collateral Agent thereof and cause creation, establishment or acquisition, in any manner, of any Material Subsidiary not existing on the Collateral and Guarantee Requirement Closing Date. Subject to the last sentence of this Section 6.12, the Company or a Material Domestic Subsidiary, as appropriate, (a) shall execute a Pledge Agreement, in the form of Exhibit E-1 or E-2 hereto (or such other agreement as shall be satisfied required by the Administrative Agent), as applicable, with respect to any Equity Interest in such (i) all of the shares of capital stock or other ownership interest of each Subsidiary held by which is or becomes a Loan Party Material Domestic Subsidiary and any Indebtedness (ii) not more than 65% of the capital stock of each First-Tier Subsidiary of such Subsidiary owed to Person which is or becomes a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Material Non-Domestic Subsidiary, (Bb) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any shall cause each Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) of such Person which is a wholly-owned Material 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 execute amendments with respect to such Subsidiarythe Guaranty and the Security Agreement, whereupon pursuant to which such Subsidiary will become becomes a “Guarantor” and “Lien Grantor” for purposes under the Guaranty and the Security Agreement, respectively, (c) shall deliver an opinion of the Loan Documents. The Borrower will notcounsel, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) simultaneously with the delivery of any Notes SPV, Pledge Agreement executed pursuant to clause (a)(i) above and (ii) prior within 60 days of the delivery of any Pledge Agreement executed pursuant to clause (a)(ii) above, that such Pledge Agreement is valid and enforceable in the jurisdiction of formation of such Material Domestic Subsidiary and Material Non-Domestic Subsidiary, as the case may be, provided that if such opinion, in connection with the delivery of any Pledge Agreement executed pursuant to clause (a)(ii) above, cannot be provided, the Company or such Material Non-Domestic Subsidiary, as appropriate, shall execute any additional documents that may be required in order to perfect the lien granted by such Pledge Agreement in such jurisdiction and to enable such counsel to deliver an acceptable opinion with respect thereto and (d) with respect to the PAETEC Notes Redemption Date, pledge of capital stock or other ownership interest of any Qualified PAETEC Group Member and (iiiMaterial Domestic Subsidiary that is a “certificated security” within the meaning of Section 8-102(a)(4) 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 Uniform Commercial Code, deliver certificates and shall have satisfied the other provisions of the Collateral and Guarantee Requirement powers with respect to such Subsidiary. Prior interests duly endorsed in blank, and, in the event of uncertificated interests, to the PAETEC Notes Redemption extent the Administrative Agent’s Lien therein is not already perfected by the filing of the UCC-1 financing statements referred to in Section 5.01(c) hereof, additional UCC-1 financing statements; in the case of both (a), (b) and (d), within ten (10) Business Days after the creation, establishment or acquisition of such Material Subsidiary and in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers and other documents as are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the Closing Date, or as the Borrower will not permit any PAETEC Group Member Administrative Agent may request, each in form and substance satisfactory to form or acquire any Subsidiary except for the purpose of reorganizing Administrative Agent. In no event shall the organizational structure or form of organization of Company be required to pledge any of the PAETEC Group Members. For assets of a Subsidiary of the avoidance Company that is a controlled foreign corporation, as defined in Section 957(a) of doubtthe Code, from and after the PAETEC Notes Redemption Dateincluding, any Qualified PAETEC Group Member but not previously subject limited to the requirements set forth in this Section 5.10 shall be subject to stock of any Subsidiary of the requirements set forth in this Section 5.10 as if Company held directly or indirectly by any such Qualified PAETEC Group Member became a Subsidiary on such dateSubsidiary.

Additional Subsidiaries. If Subject to Section 1.4, if any additional Subsidiary, 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 three Business Days after such Subsidiary is formed or acquiredacquired (or such later date acceptable to the Administrative Agent in its sole discretion), notify the Administrative Agent and the Collateral Agent Lenders thereof and, cause any Equity Interest in or Debt of such Subsidiary owned by or on behalf of any Credit Party to be added to the Collateral. If such Subsidiary is or subsequently becomes a Wholly-Owned Restricted Subsidiary that is not an Excluded Subsidiary and is not prohibited by applicable law or regulation from guaranteeing the Borrower’s obligations hereunder, the Borrower shall 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 as it relates to any Material Real Property, within 90 days after such event 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, within 30 days after such event (or, in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under each case, such later date as the Loan DocumentsAdministrative Agent in its sole discretion may otherwise agree). Notwithstanding the foregoing, if such Subsidiary holds no assets whatsoever, the Borrower shall promptly cause (A) and such Subsidiary shall not be required to Guarantee comply with the Facility Obligations pursuant obligations of this Section 8.1.10 (and the time periods specified above shall not commence to run) until the Guarantee Agreement (in the case of any Subsidiary described in clause (y), 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 which such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will acquires assets sufficient in amount to not permit any of its Subsidiaries to, form or acquire any otherwise qualify as an Excluded Subsidiary (other than Insignificant Subsidiaries and other than a Subsidiary that is an Excluded Subsidiary pursuant to clauses (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iiiiv) 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 definition of the Collateral and Guarantee Requirement with respect to such “Excluded 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 8.1.10 are subject to the requirements limitations set forth in this the Collateral and Guarantee Requirements and in Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date1.4.

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

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV Restricted Subsidiary or a Special Purpose Receivables Subsidiary, Intermediate Parent is formed or acquired after the Sixth ARCA Effective Date, (ii) if any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iii) if the Borrower, at its option, elects to cause a Domestic Subsidiary, or to the extent reasonably acceptable to the Administrative Agent, a Foreign Subsidiary that is not a Wholly Owned Subsidiary (including any consolidated Affiliate in which Holdings and its Subsidiaries own no Equity Interest) to become a Subsidiary Loan Party, then, Holdings and the Borrower will, within ten Business Days thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion) after such newly formed or acquired Restricted Subsidiary or Intermediate Parent is formed or acquiredacquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary or Holdings has made such election, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Restricted Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Restricted Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant Intermediate Parent to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such SubsidiaryRestricted Subsidiary or Intermediate Parent and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary or Intermediate Parent owned by or on behalf of any Loan Party within thirty (30) days after such notice (or such longer period as the Administrative Agent shall reasonably agree) and the Administrative Agent shall have received a completed Perfection Certificate (or supplement thereof) with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby. Prior (b) Within sixty (60) days (or, to the PAETEC Notes Redemption Dateextent any new Material Subsidiary is organized or incorporated under the laws of a jurisdiction in which no existing Loan Party is organized or incorporated, within ninety (90) days) (or, in each case, such longer period as otherwise provided in this Agreement or as the Administrative Agent may reasonably agree) after the Borrower will not permit identifies any PAETEC Group Member new Material Subsidiary pursuant to form or acquire any Section 5.03(b) (unless such Material Subsidiary except for is an Excluded Subsidiary), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubtCollateral and Guarantee Requirement shall have been taken with respect to such Subsidiary, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth extent not already satisfied pursuant to Section 5.11(a). (c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant to this Section 5.10 5.11, Holdings or the Borrower shall be subject required to comply with the requirements set forth “Collateral and Guarantee Requirement” as it relates to such real property within ninety (90) days, following the formation or acquisition of such real property or such Restricted Subsidiary or the identification of such new Material Subsidiary, or such longer time period as agreed by the Administrative Agent in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.its reasonable discretion. SECTION 5.12

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

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

Additional Subsidiaries. (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 the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Equity Interest in or acquire any Indebtedness of such Restricted Subsidiary except for the purpose of reorganizing the organizational structure or form of organization Intermediate Parent owned by or on behalf of any of Loan Party within thirty (30) days after such notice (or such longer period as the PAETEC Group Members. For Administrative Agent shall reasonably agree) and the avoidance of doubtAdministrative 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, 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 datetogether with all attachments contemplated thereby.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV 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 cause the Collateral and Guarantee Requirement to be satisfied with respect to and, within twenty (20) days after any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness is acquired or formed (or such longer period as may be agreed in writing in the sole discretion of the Administrative Agent or the Required Lenders), will cause such Subsidiary owed to become a Subsidiary Loan Party. If at any time any A Subsidiary that is not then a shall become an additional Subsidiary Loan Party, other than (A) an Insignificant Subsidiary, (B) prior Party by executing and delivering to the PAETEC Notes Redemption Date, Administrative Agent 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 supplement to the Guarantee Guaranty Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable form and substance reasonably 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 SubsidiaryRequired Lenders, 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, if requested, 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 Administrative Agent or the Equity Interests in such Required Lenders may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be directly held by a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Guaranty Agreement. If any of Fraser Burlington Inc., a California corporation, GTY Technology Holdings, Inc., a Cayman islands corporation or GTY Technology Holdings, Inc., a Delaware corporation is no longer dormant or at any time has operations or material assets it shall, within 5 days (y) or such longer period agreed to in the sole discretion of the Administrative Agent or the Required Lenders), become a Subsidiary shall have Guaranteed the Facility Obligations pursuant Loan Party by executing and delivering to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Administrative Agent a supplement to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to Guaranty Agreement 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 reasonably satisfactory to the requirements set forth Administrative Agent and the Required Lenders, accompanied by the items specified 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 datesubclause (i) through (iii) above.

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 xxxxx x xxxx 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 in such Subsidiary shall be directly held owned by a Loan Party or Intermediate Holdco, (yIII) such Subsidiary 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 have Guaranteed the Facility Obligations deliver a fully executed Pledge Agreement pursuant to the Guarantee Agreement and which DDH shall have satisfied the other provisions pledge all of the Collateral Equity Interests of Intermediate Holdco, 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 (ii) upon satisfaction 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 conditions set forth in this Section 5.10 shall be subject to clause (i) above, within thirty (30) days after the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a acquisition or formation of any Subsidiary on such date.of DDH or Intermediate Holdco, the Credit Parties shall:

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

Additional Subsidiaries. If any additional Subsidiary, Subsidiary (other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, any Subsidiary that is prohibited by applicable law from guaranteeing the Obligations and/or providing any security therefor) is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten will notify the Administrative Agent in writing thereof not later than the fifteenth Business Days Day after the date on which such Subsidiary is formed or acquiredacquired and (i) the Borrower will cause such Subsidiary to (a) execute and deliver each applicable Collateral Document (or otherwise become a party thereto in the manner provided therein) and become a party to each applicable Loan Document in the manner provided therein, notify in each case not later than the tenth Business Day after the date on which such Subsidiary is formed (or such longer period as may be agreed to in writing by the Administrative Agent), (b) within 30 days after such formation or acquisition (or such longer period as may be agreed to in writing by the Administrative Agent), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of UCC financing statements and the giving of notices) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting Liens on the Collateral property (other than the Excluded Assets) purported to be subject to Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 5.19, enforceable against all third parties in accordance with their terms, and (c) promptly take such other actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Administrative Agent thereof or the Required Lenders shall reasonably request and (ii) the Borrower will cause the Collateral Equity Interests of such Subsidiary and Guarantee Requirement to be satisfied with respect to any Equity Interest in promissory notes and other instruments evidencing loans, advances and other debt of 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 Borrower 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 be pledged pursuant to the Guarantee Agreement (in Collateral Documents not later than the case of any Subsidiary described in clause (y), fifteenth Business Day after the 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 which such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of is formed or acquired or by such later date as agreed to in writing by the Loan DocumentsAdministrative Agent. 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, All Domestic Subsidiaries of the Credit Parties (other than an Insignificant Subsidiarythe Excluded Subsidiaries) shall become Guarantors hereunder in accordance with this Section 6.15. No Credit Party shall create or acquire any Foreign Subsidiaries without the consent of the Requisite Lenders. Credit Parties shall be permitted to maintain, a Notes SPV create or a Special Purpose Receivables Subsidiary, is formed acquire Domestic Subsidiaries provided that (a) creating or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after acquiring such Subsidiary is formed 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 Subsidiaryotherwise prohibited hereunder, (Bb) prior to the PAETEC Notes Redemption Datepromptly (and, in any event within thirty (30) days after such Person becomes 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 or 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 Documentsno longer an Excluded Subsidiary), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables an Excluded Subsidiary) after delivers to Administrative Agent (for the Sixth ARCA Effective Date unless either (x) benefit of the Secured Parties), certificates, if any, representing all of the Equity Interests in of such Subsidiary shall be directly held that are owned by any Credit Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a Loan Party or (y) duly authorized officer of the relevant Credit Party, and all intercompany notes owing from such Subsidiary shall have Guaranteed the Facility Obligations pursuant (other than Excluded Subsidiary) to any Credit Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party, (c) promptly (and, in any event within thirty (30) days after such Person becomes a Subsidiary or is no longer an Excluded Subsidiary), such Subsidiary (other than an Excluded Subsidiary) executes and delivers to Administrative Agent (with a copy to each Lender), a joinder to this Agreement as a Guarantor for all purposes hereunder, a joinder to the Guarantee Agreement Pledge and shall have satisfied Security Agreement, in form and substance satisfactory to the other provisions of the Collateral Administrative Agent, Requisite Term Lenders and Guarantee Requirement Requisite Bridge Lenders and a Mortgage, in each case, solely with respect to Property constituting Collateral, and such other Security Instruments as the Requisite Term Lenders and/or Requisite Bridge Lenders may reasonably request, (d) promptly (and, in any event within thirty (30) days after such Person becomes a Subsidiary or is no longer an Excluded Subsidiary. Prior ), to the PAETEC Notes Redemption Dateextent not already created and/or perfected, to take all actions reasonably necessary or advisable in 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 opinion of the PAETEC Group Members. For Requisite Term Lenders and/or Requisite Bridge Lenders to cause the avoidance of doubt, from and after Lien in the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject Collateral created by the applicable Security Instrument to be duly perfected to the requirements set forth extent required by such agreement in accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Requisite Term Lenders and/or Requisite Bridge Lenders and (e) Borrower or the applicable Credit Party delivers to the Administrative Agent (with a copy to each Lender) any certificates, opinions of counsel, title opinions or other documents as the Requisite Term Lenders and/or Requisite Bridge Lenders may reasonably request; provided that, in any event, (i) no Domestic Subsidiary may be created or acquired if a Default has occurred and is continuing before, or a Default would arise after, giving effect to the creation or acquisition of such Subsidiary and (ii) nothing in this Section 5.10 6.15 shall be subject prohibit or otherwise restrict the right of the Excluded Subsidiaries to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateform and/or acquire Subsidiaries.

Additional Subsidiaries. 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 Datedate hereof, the Borrower will: (i) notify the Collateral Agent thereof, within ten Business Days and (ii) promptly after such Subsidiary is formed or acquired: (A) cause such Subsidiary to become a party to the Security Agreement pursuant to the completion and execution of a Subsidiary Joinder Agreement (as such term is defined in the Security Agreement) and promptly take such actions to create and perfect Liens intended to be created on such Subsidiary's personal property assets under the terms of the Security Agreement to secure the Obligations as the Collateral Agent shall reasonably request; (B) cause such Subsidiary to grant the Collateral Agent Liens on such Subsidiary's real property assets under the terms of a Mortgage to secure the Obligations; (C) cause such Subsidiary to execute and deliver any and all further documentation and take such further action as the Collateral Agent deems necessary or advisable to (1) grant, notify perfect and protect such Liens, (2) to evidence the Administrative authority of such Subsidiary to grant such Liens and (3) for the Collateral Agent to obtain the full benefits of this Agreement 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 PartyDocuments, other than (A) an Insignificant Subsidiary, (B) prior but subject to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, exclusions set forth in the Security Agreement; and (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 cause the equity interests issued 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 be pledged pursuant to the Guarantee Security Agreement (by the owner thereof. Notwithstanding the forgoing or anything in the case of any Subsidiary described in clause (y), on terms no less favorable Security Agreement 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 Datecontrary, the Borrower will not permit any PAETEC Group Member be required to form cause the Synthetic Real Estate Subsidiary to comply with the provisions of clauses (A) through (C) of this Section unless the Collateral Agent requests when: (i) an Event of Default under clause (a) or acquire any Subsidiary except for the purpose (b) of reorganizing the organizational structure or form of organization of any Article VIII (payment defaults) of the PAETEC Group Members. For Revolver Agreement exists or (ii) an Event of Default arising as a result of the avoidance failure to comply with the covenants in Article VII (the financial covenants) of doubt, from and the Revolver Agreement exists which has not been cured or waived within 30 days after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject occurrence thereof. If the Collateral Agent makes a request under and pursuant to the requirements set forth in permissions of the forgoing sentence, then the Borrower will, and will cause the Synthetic Real Estate Subsidiary to, comply with the obligations under first sentence of this Section 5.10 shall be subject section and any obligations under the Security Agreement promptly after such request is delivered with respect to all of its property which is not encumbered by a Lien permitted by the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateRevolver Agreement.

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

Additional Subsidiaries. If any additional SubsidiaryIt is the intent of the parties that each U.S. Subsidiary of the IssuerAcquiror 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 IssuerAcquiror after the Sixth ARCA Effective DateClosing Date (including, 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 the Space Florida Subsidiary) and each Subsidiary that Guarantees the obligations of the Issuer under the FP Note Documents become a Guarantor hereunder. Prior to or upon the acquisition or formation of any Subsidiary or the Guarantee by such Subsidiary of the obligations under the FP Note Documents: notify the 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 percentage of outstanding shares of each class owned (directly or indirectly) by the Issuerany Note 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; and if such U.S. Subsidiary is a (A) is a Wholly-Owned Subsidiary or (B) a Subsidiary that Guarantees or is otherwise obligated in respect of any other Indebtedness for borrowed money of any Note Party, including the FP Notes, cause (x) prior to the Combination Closing Date, concurrently therewith and (y) on and after the PAETEC Notes Redemption Combination Closing Date, any Qualified PAETEC Group Member not previously subject within 45 days (or such longer period of time as agreed to by the Required Purchasers in their sole discretion) (i) such Subsidiary to become a Guarantor by executing and delivering to the requirements set forth in this Section 5.10 Purchasers a Joinder Agreement or such other documents as the Required Purchasers shall be subject reasonably request for such purpose, and (ii) deliver to the requirements set forth Collateral Agent and the Authorized Representative documents of the types referred to in this Section 5.10 Sections 5.01(f)-(h) in order to grant Liens to the Collateral Agent for the benefit of the Secured Parties in all assets of such Subsidiary 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 (i) or (ii), as if such Qualified PAETEC Group Member became a Subsidiary on such dateapplicable), all in form, content and scope reasonably satisfactory to the Required Purchasers.

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 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 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, Subsidiary is formed or acquired after the Sixth ARCA Amendment No. 2 Effective Date, the Borrower Company will, within ten three Domestic Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Banks thereof. If such additional Subsidiary is formed or acquired after the date of delivery of the relevant Security Document pursuant to Section 5.19 and is a Material Subsidiary, or if any Subsidiary becomes a Material Subsidiary as a result of a modification to Annex B, then (i) if such Subsidiary is (1) a Subsidiary of NNI, and (2) not a U.S. Subsidiary, the Company will cause any Equity Interest in such Material Subsidiary owned by NNI or any Subsidiary of NNI that is a U.S. Subsidiary to be added to the Collateral Agent thereof subject to the NNI Foreign Pledge Agreement, subject to the limitations set forth therein (or, at the option of the Company, deliver a Foreign Subsidiary Guarantee, whereupon such Material Subsidiary will become a "Subsidiary Guarantor" for purposes of the Loan Documents), (ii) if such Subsidiary is (1) a Subsidiary of the Company, (2) not a Subsidiary of NNI and (3) not a U.S. Subsidiary, cause any Equity Interest in such Material Subsidiary owned by the Company or any Subsidiary (other than NNI or any of its Subsidiaries) to be added to the Collateral subject to the NNL Foreign Pledge Agreement, subject to the limitations set forth therein (or, at the option of the Company, deliver a Foreign Subsidiary Guarantee, whereupon such Material Subsidiary will become a "Subsidiary Guarantor" for purposes of the Loan Documents), (iii) if such Subsidiary is (1) a Subsidiary of NNI, and (2) a U.S. Subsidiary, the Company will cause any Equity Interest in such Material Subsidiary owned by NNI or any Subsidiary of NNI to be added to the Collateral subject to the U.S. Security Agreement, subject to the limitations set forth therein, 29 and (iv) if such Material Subsidiary is organized under the laws of a jurisdiction in the United States or Canada and is not prohibited by applicable law or regulation from securing the Company's obligations hereunder, the Company shall promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Material Subsidiary held (including by causing such Material Subsidiary to become a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior party to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan DocumentsSecurity Agreement), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Material Subsidiary will become a “Guarantor” and “"Lien Grantor” " for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of ; provided that the Collateral and Guarantee Requirement with respect as the same relates to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Lien Grantor's Mortgaged Property or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to Leasehold Mortgaged Property shall be deemed satisfied if such Lien Grantor complies with the requirements set forth in this of Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date5.19(h).

Additional Subsidiaries. If Without limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders, cause, and cause each of the Loan Parties to cause, each of their Subsidiaries (including any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is such Subsidiary formed or acquired after the Sixth ARCA Effective Closing Date, simultaneously with the Borrower willformation or acquisition of such Subsidiary), within ten Business Days after to guaranty the Obligations and cause each such Subsidiary is formed or acquiredto grant to the Agent, notify for the Administrative benefit of the Agent and the Lenders, a first priority security interest in, all of such Subsidiary’s property to secure such guaranty, in each case pursuant to the execution and delivery of a joinder to each applicable Collateral Agent thereof Document and cause such other documents as may be reasonably requested by the Collateral and Guarantee Requirement Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be satisfied covered by the Security Agreement or any Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (subject to the exceptions to the other Loan Parties under the Loan Documents) shall become Collateral for the Obligations, each in form and substance reasonably satisfactory to the Required Lenders, including, without limitation, (i) the execution and delivery of guaranties, security agreements, pledge agreements, Mortgages and such other Real Property Deliverables as may be required by the Required Lenders with respect to any Equity Interest in such Subsidiary held by a Loan Party Real Estate, deeds of trust, financing statements 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 notdocuments, and will not permit any of its Subsidiaries to, form the filing 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 recording of any of the PAETEC Group Membersforegoing (including any of the foregoing necessary to create or perfect a Lien under the laws of any jurisdiction in which any Loan Party is organized or formed or any Collateral is located) and (ii) such opinions of counsel as the Required Lenders may reasonably request. For Furthermore and except as otherwise approved in writing by the avoidance Required Lenders, the Borrower shall, and shall cause each of doubtits Subsidiaries (including, from and any such Subsidiary formed or acquired after the PAETEC Notes Redemption Closing Date) to, any Qualified PAETEC Group Member not previously subject pledge all of the Capital Stock of each of its Subsidiaries to the requirements set forth Agent, for the benefit of the Agent and the Lenders, to secure the Obligations, including by the delivery of certificated securities (if any) and other Collateral with respect to which perfection is obtained by possession, in this Section 5.10 shall be subject each case pursuant to documents in form and substance reasonably satisfactory to the requirements set forth Required Lenders. In connection with each pledge of Capital Stock that is certificated, as promptly as practicable, the Borrower and each other Loan Party shall simultaneously with the execution of the foregoing pledge documentation deliver, or cause to be delivered, to the Agent, irrevocable proxies and transfer/stock powers and/or assignments, as applicable, duly executed in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateblank, in each case pursuant to documents in form and substance reasonably satisfactory to the Required Lenders.

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 Within ten (10) Business Days (or such later date as the Servicer may agree in its sole discretion) after such any Domestic Subsidiary is acquired or formed or acquired(including, notify without limitation, upon the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness formation of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (ADelaware Divided LLC) an Insignificant or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower Sponsor shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPVnotify the Servicer and the Participants thereof, (ii) prior if such Domestic Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Guarantor by (x) executing agreements in the form of Annex 1 to the PAETEC Notes Redemption DateGuaranty Agreement and (y) a security agreement or a joinder agreement thereto granting to the Servicer for the benefit of the Participants a first priority security interest and lien in all of its assets pursuant to the Credit Party Collateral Documents (subject to Liens permitted hereunder), any Qualified PAETEC Group Member in form reasonably satisfactory to the Servicer and (iii) if such Subsidiary is a Material Domestic Subsidiary, cause such Domestic Subsidiary to deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Servicer. In the event that any Special Purpose Receivables SubsidiaryDomestic Subsidiary that is not already a Guarantor becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Sponsor shall have up to ten (10) after Business Days (or such later date as the Sixth ARCA Effective Date unless either Servicer may agree in its sole discretion) to cause it to (x) all become a Guarantor by executing agreements in the form of Annex 1 to the Equity Interests in such Subsidiary shall be directly held by a Loan Party or Guaranty Agreement and (y) deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary shall have Guaranteed described in Section 13.1 as reasonably requested by the Facility Obligations pursuant Servicer. [Reserved]. Notwithstanding anything to the contrary in this Agreement, (i) none of the Inactive Subsidiaries shall be required to become a Guarantor or to execute the Guaranty Agreement, subject to compliance with Section 8.13 and (ii) the Sponsor shall cause each Inactive Subsidiary to be dissolved as soon practicable without incurring adverse tax consequences unless otherwise permitted by the Servicer with such consent not to be unreasonably withheld, conditioned or delayed. Holdings will cause any Domestic Subsidiary or any other Domestic Controlled Affiliate that provides a Guarantee or otherwise becomes liable (including as a borrower or co-borrower) in respect of the obligations under any agreement providing for the incurrence of Indebtedness that is pari passu with the Indebtedness under this Agreement to become a Guarantor by executing agreements in the form of Annex 1 to the Guaranty Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect deliver simultaneously therewith similar documents applicable to such Subsidiary. Prior to Domestic Subsidiary described in Section 13.1 as reasonably 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 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 dateServicer.

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 owns such Unencumbered Property, if such Subsidiary is a Person organized under the laws of any state of the United States or the District of Columbia, to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement (it being understood for the avoidance of doubt that, notwithstanding anything in this Agreement to the contrary, 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) without such subsidiaries becoming Guarantors hereunder, provided for the avoidance of doubt such Subsidiary shall constitute a Property Party 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 Subsidiary, is formed or acquired after before the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after date on which an Unencumbered Property owned by any such Subsidiary is formed or acquiredinitially included as an Unencumbered Property; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, notify including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and such other information required in order for the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement Lenders to be satisfied comply 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 PartyPATRIOT Act, 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)OFAC, 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 notBeneficial Ownership Regulation, 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“know- your-customer” diligence requirements.

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 DateRestatement Date (after giving effect to the Restructuring) or if any Subsidiary ceases to be an Indenture Restricted Subsidiary, a Dormant Subsidiary, an Unrestricted Subsidiary or an Excluded Subsidiary after the Restatement Date (after giving effect to the Restructuring), cause Borrower will, within ten Business Days after such Subsidiary is formed or acquired, Representative to notify the Administrative Agent and the applicable Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in if such Subsidiary held by is a U.S. Subsidiary of U.S. Borrower, cause such Subsidiary to become a Loan Party by executing and any Indebtedness delivering to U.S. Collateral Agent all applicable Security Documents pursuant to which such Subsidiary guaranties the payment of all of the Obligations and grants to U.S. Collateral Agent a first-priority Lien (subject only to Permitted Liens) on all or substantially all of its right, title and interest in Properties of the types described in Section 5.1 (subject to the limitations set forth in Section 5.1) to secure the Obligations of such Subsidiary owed to a Loan Party. If at any time any Subsidiary Subsidiary; provided 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 (Ai) such Subsidiary shall not be required to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (pledge its interest in the case outstanding Securities held by it of any Indenture Restricted Subsidiary, any Dormant Subsidiary, any Excluded Subsidiary described in clause or any subsidiary of such Restricted Subsidiary which is not a Subsidiary (y), on terms no less favorable to because the Lenders than those applicable under definition of the term “Subsidiary” expressly excludes such Guarantee of other IndebtednessPerson) and (Bii) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary’s pledge of the outstanding Securities held by it of any Subsidiary other than a U.S. Subsidiary, whereupon such pledge to U.S. Collateral Agent will be limited to 65% of the outstanding Voting Stock of such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes 100% of the Loan Documents. The Borrower will not, and will not permit non-Voting Stock of such Subsidiary or any of its Subsidiaries to, form U.S. Subsidiary that is a limited liability company or acquire any Subsidiary (limited partnership which has no other assets 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 Securities 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.Non-U.S. Subsidiaries;

Additional Subsidiaries. (a) If (i) any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Effective DateDate (other than Badcock), (ii) any Subsidiary ceases to be an Excluded Subsidiary or (iii) the Borrower, at its option, elects to cause a Domestic Subsidiary, or to the extent reasonably acceptable to the Required Lenders, a Foreign Subsidiary that is not a Wholly Owned Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest) to become a Subsidiary Loan Party, then, the Borrower will, within ten Business Days thirty (30) days (or such longer period as may be agreed to by the Required Lenders in their reasonable discretion) after such newly formed or acquired Subsidiary is formed or acquiredacquired or such Subsidiary ceases to be an Excluded Subsidiary or the Borrower has made such election, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will notthereof, and will not permit any of its Subsidiaries to, form or acquire any cause such Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables unless such Subsidiary is an Excluded Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of satisfy the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior Subsidiary and with respect to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form Equity Interest 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 of Loan Party within thirty (30) days after such notice (or such longer period as the PAETEC Group Members. For Required Lenders shall reasonably agree) and the avoidance of doubtAdministrative Agent shall have received a completed Perfection Certificate (or supplement thereof) with respect to such Subsidiary signed by a Responsible Officer, 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 datetogether with all attachments contemplated thereby.

Additional Subsidiaries. If Within thirty (30) Business Days after any additional SubsidiarySubsidiary of the Borrower, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, which is formed created or acquired after the Sixth ARCA Effective Original Closing Date, engages in any business operations or owns assets with a fair market value in excess of $50,000, cause to be executed and delivered to the Borrower willAdministrative Agent (i) duly executed Collateral Agreements and Guaranty Agreements (or joinders thereto), within ten Business Days after (ii) such other instruments and documents and other items of the type required to be delivered pursuant to Section 6.2(c), all in form and substance reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent to obtain a first priority perfected security interest in all personal property of such Subsidiary (subject to Permitted Liens); provided that if such Subsidiary is formed a Foreign Subsidiary of the Borrower, (a) such Foreign Subsidiary shall not be required to execute or acquiredjoin the Collateral Agreement or the Guaranty Agreement, notify or to otherwise guaranty the Obligations hereunder, and (b) the Borrower shall pledge to the Administrative Agent no more than sixty-five percent (65%) (or such greater percentage which would not result in material adverse tax consequences to the Borrower) of the capital stock or other equity interests of such Foreign Subsidiary; and (iii) favorable legal opinions addressed to the Administrative Agent and the Collateral Agent thereof Lenders in form and cause the Collateral and Guarantee Requirement to be satisfied substance reasonably satisfactory thereto with respect to such Collateral Agreements and Guaranty Agreements (or joinders thereto) and such other documents and closing certificates as may be requested by the Administrative Agent. The Borrower shall notify the Administrative Agent, within ten (10) Business Days after the occurrence thereof, of the acquisition of any Equity Interest in such Subsidiary held property by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time the Borrower or any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to 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 same type 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 character of the Collateral subject to any Security Document, but that is not subject to the existing Security Documents (including pursuant to any after-acquired property provisions thereof), any Person's becoming a Subsidiary and Guarantee Requirement any other event or condition that may require additional action of any nature in order to be satisfied preserve the effectiveness and perfected status of the liens and security interests of the Lenders and the Administrative Agent 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 property 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 dateSecurity Documents.

Additional Subsidiaries. If any additional Subsidiary, Restricted Subsidiary (other than an Insignificant Subsidiary, a Notes SPV or Restricted Subsidiary that is a Special Purpose Receivables Subsidiary, party to the Guarantee Agreement and the Security Agreement) is formed or acquired after the Sixth ARCA Effective DateAgreement Date or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower will, within ten will notify the Credit Parties in writing thereof not later than the tenth Business Days Day after the date on which such Restricted Subsidiary is formed or acquiredacquired or such Unrestricted Subsidiary becomes a Restricted Subsidiary and (i) the Borrower will cause such Restricted Subsidiary to (a) execute and deliver each applicable Guarantee Document (or otherwise become a party thereto in the manner provided therein) and become a party to each applicable Security Document in the manner provided therein, notify in each case not later than the tenth Business Day after the date on which such Restricted Subsidiary is formed or acquired or such Unrestricted Subsidiary becomes a Restricted Subsidiary and (b) promptly take such actions to create and perfect Liens on such Restricted Subsidiary's assets 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 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 if any Equity Interests issued by any such Restricted 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 Restricted Subsidiary to the PAETEC Notes Redemption Date, Borrower or 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 DateGuarantor, 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 permit any PAETEC Group Member to form or acquire any Subsidiary except for later than the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and tenth Business Day after the PAETEC Notes Redemption 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 date on which such Qualified PAETEC Group Member became Restricted Subsidiary is formed or acquired or such Unrestricted Subsidiary becomes a Subsidiary on such dateRestricted Subsidiary.

Additional Subsidiaries. If As further security for the payment and performance of the Loan Obligations, if any additional Subsidiary of any Covered Person is acquired or organized after the Execution Date, Borrower shall (i) execute and deliver or cause to be executed and delivered by the applicable Covered Person, a pledge agreement granting to Administrative Agent for the benefit of Lenders a first priority Security Interest in all of such Covered Person's interest in the voting capital stock, securities, membership interests or other equity interests, as applicable (and all options and warrants therefor), of any such later acquired or organized Subsidiary, now or hereafter issued and outstanding, and all proceeds thereof and a security agreement granting to Administrative Agent for the benefit of Lenders a first priority Security Interest under the UCC in all of the Goods, Equipment, Accounts, Inventory, Instruments, Documents, Chattel Paper, General Intangibles and other than personal property of such Covered Person, and (ii) cause to be executed and delivered to Administrative Agent by every such later acquired or organized Subsidiary of any Covered Person (which may only be acquired or organized if permitted elsewhere in this Agreement) an Insignificant Subsidiaryunconditional guaranty of the Loan Obligations or, at the option of Administrative Agent in Administrative Agent's absolute discretion, 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 joinder agreement in which such Subsidiary is formed or acquiredbecomes a Borrower under this Agreement and assumes primary, notify joint and several liability for the Loan Obligations, and a Security Agreement (as described in Section 8.1) and other appropriate security documents, each in form satisfactory to Lenders. Administrative Agent and may, either before or after an Event of Default, but only with the consent or at the direction of Required Lenders, granted or withheld in their absolute discretion, exchange, waive or release the Security Interests in any of the Collateral Agent thereof and cause or permit Borrower to substitute any real or personal property for any of the Collateral and Guarantee Requirement without affecting the Loan Obligations or Administrative Agent's right to be satisfied take any other action with respect to any Equity Interest other Collateral, provided, however, that Administrative Agent may, in such Subsidiary held by a Loan Party its absolute 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 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 consent of any AC Holdings Bonds Lender, do or permit Borrower to do 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 foregoing with respect to Collateral or other property that has an aggregate fair market value that does not exceed $100,000.00, or in the event that the disposal of such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes Collateral is permitted under Section 15.9 or upon the indefeasible payment in full of all of the Loan Documents. The Borrower will notObligations, the expiration or termination of all Letters of Credit and reduction of the Letter of Credit Exposure to zero, 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 termination 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 dateCommitments.

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

Additional Subsidiaries. If Without limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders (such approval not to be unreasonably withheld with respect to any additional Subsidiaryfuture Foreign Subsidiary unless the Required Lenders determine in their sole discretion that such exception would adversely affect the value of the assets securing the Obligations or the Agent’s Lien on the assets securing the Obligations, the business, properties, condition (financial or otherwise) or prospects of the Loan Parties or the prospect of repayment of any portion of the Obligations in a material respect and it being understood that the Required Lenders may require amendments to this Agreement and the other than an Insignificant SubsidiaryLoan Documents as a condition to approval), a Notes SPV or a Special Purpose Receivables Subsidiarycause, is and cause each of the Loan Parties to cause, each of their Subsidiaries (including any such Subsidiary formed or acquired after the Sixth ARCA Effective DateClosing Date (pursuant to a Permitted Acquisition or otherwise), upon the Borrower will, within ten Business Days after formation or acquisition of such Subsidiary is formed or acquiredat such later time as may be agreed by the Required Lenders in their reasonable discretion), notify to guaranty the Administrative Obligations and cause each such Subsidiary to grant to the Agent, for the benefit of the Agent and the Lenders, a first priority security interest in, all of such Subsidiary’s property to secure such guaranty, in each case pursuant to the execution and delivery of a joinder to each applicable Collateral Agent thereof Document and cause such other documents as may be reasonably requested by the Collateral and Guarantee Requirement Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be satisfied covered by any Collateral Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (to the extent of such Subsidiary’s ownership interest in such property and subject to the exceptions to the other Loan Parties under the Loan Documents) shall become Collateral for the Obligations, each in form and substance reasonably satisfactory to the Agent and the Required Lenders, including (i) the execution and delivery of guaranties, security agreements, pledge agreements, Mortgages and such other real property deliverables as may be required by the Required Lenders with respect to any Equity Interest in such Subsidiary held by a Loan Party Real Estate, deeds of trust, financing statements 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 notdocuments, and will not permit any of its Subsidiaries to, form the filing 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 recording of any of the PAETEC Group Membersforegoing (including any of the foregoing necessary to create or perfect a Lien under the laws of any jurisdiction in which any Loan Party is organized, incorporated or formed or any Collateral is located) and (ii) such opinions of counsel as the Required Lenders may reasonably request. For Furthermore and except as otherwise approved in writing by the avoidance Required Lenders and the Borrower shall, and shall cause each of doubtits Subsidiaries (including, from and any such Subsidiary formed or acquired after the PAETEC Notes Redemption Closing Date) to upon the formation or acquisition of such Subsidiary or at such later time as may be agreed by the Required Lenders in their reasonable discretion, any Qualified PAETEC Group Member not previously subject pledge all of the Capital Stock of each of its Subsidiaries to the requirements set forth Agent, for its benefit and the benefit of the Lenders, to secure the Obligations, including by the delivery of certificated securities (if any) and other Collateral with respect to which perfection is obtained by possession, in this Section 5.10 shall be subject each case pursuant to documents in form and substance reasonably satisfactory to the requirements set forth Required Lenders. In connection with each pledge of Capital Stock that is certificated, as promptly as practicable, the Borrower and each other Loan Party shall simultaneously with the execution of the foregoing pledge documentation deliver, or cause to be delivered, to the Agent, irrevocable proxies and transfer/stock powers or assignments, as applicable, duly executed in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateblank, in each case pursuant to documents in form and substance satisfactory to the Required Lenders.

Additional Subsidiaries. If any additional SubsidiarySubject to Section 7.12(c) below, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired within thirty (30) days after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed occurrence of any event described in Section 7.12(b)(ii)(A) or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied (B) below with respect to any Material Subsidiary, the Borrower and 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, 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) RESERVED; or (ii) (A) Such Material Subsidiary which is an Unencumbered Property Owner, or any other Subsidiary that directly or indirectly own an Equity Interest in such Subsidiary held by a Loan Party and Material Subsidiary, becomes obligated in respect of, any Indebtedness of such Subsidiary owed to a Loan Party. If at any time Parent, the Borrower or any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, of the Parent or Borrower; or (B) prior As to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, any other Material Subsidiary; such Material Subsidiary (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 Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary) Guarantees, or otherwise becomes obligated in respect of, any Indebtedness (other than Indebtedness created under the Loan Documents)of Parent, the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of or any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to Parent or Borrower, unless the terms of such SubsidiaryIndebtedness prohibit the execution of such guaranty. (c) Notwithstanding the foregoing, 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 no such Subsidiary shall be directly held by required to become a Loan Party Guarantor under Section 7.12(b)(ii)(B) if such Subsidiary (I) is an Excluded Subsidiary or a 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 shall have Guaranteed in connection with the Facility Obligations pursuant 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 Guarantee Agreement and shall have satisfied the other provisions extension of the Collateral and Guarantee Requirement with respect Indebtedness 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 by any of a third party creditor providing the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Datesubject financing, any Qualified PAETEC Group Member not previously subject to the requirements set forth other third-party guarantor thereof or any rating agency in this Section 5.10 shall be subject to the requirements set forth respect thereof, or was included in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.91

Additional Subsidiaries. If Within thirty (30) Business Days after any additional SubsidiarySubsidiary of the Borrower, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, which is formed created or acquired after the Sixth ARCA Effective Closing Date (or with respect to Inactive Subsidiaries, is in existence on or after the date which is one hundred-eighty (180) days after the Closing Date), engages in any business operations, cause to be executed and delivered to the Borrower willAdministrative Agent (i) duly executed Collateral Agreements and Guaranty Agreements (or joinders thereto), within ten Business Days after (ii) such other instruments and documents and other items of the 57 type required to be delivered pursuant to Section 6.2(c), all in form and substance reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent to obtain a first priority perfected security interest in all personal property of such Subsidiary (subject to Permitted Liens); provided that if such Subsidiary is formed a Foreign Subsidiary of the Borrower, (i) such Foreign Subsidiary shall not be required to execute or acquiredjoin the Guaranty Agreement, notify or to otherwise guaranty the Obligations hereunder, and (ii) the Borrower shall pledge to the Administrative Agent no more than sixty-five percent (65%) (or such greater percentage which would not result in material adverse tax consequences to the Borrower) of the capital stock or other equity interests of such Foreign Subsidiary; and (iv) 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 Collateral Agreements and Guaranty Agreements (or joinders thereto) and such Subsidiary will become a “Guarantor” other documents and “Lien Grantor” for purposes of closing certificates as may be requested by the Loan DocumentsAdministrative Agent. The Borrower will notshall notify the Administrative Agent, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary within ten (other than Insignificant Subsidiaries and other than (i10) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) Business Days after the Sixth ARCA Effective Date unless either (x) all occurrence thereof, of the Equity Interests in such acquisition of any property by the Borrower or any Restricted Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed that is of the Facility Obligations pursuant to the Guarantee Agreement same type and shall have satisfied the other provisions character of the Collateral subject to any Security Document, but that is not subject to the existing Security Documents (including pursuant to any after-acquired property provisions thereof), any person's becoming a Subsidiary and Guarantee Requirement any other event or condition that may require additional action of any nature in order to preserve the effectiveness and perfected status of the liens and security interests of the Lenders and the Administrative Agent with respect to such Subsidiary. Prior property pursuant to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such dateSecurity Documents.

Additional Subsidiaries. If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, Subsidiary is formed or acquired after the Sixth ARCA Effective Date (or if any Subsidiary ceases to be an Excluded Subsidiary after the Effective Date), the Parent Borrower willwill notify the Administrative Agent, the Collateral Agent and the Lenders thereof and (a) if (i) such Subsidiary is a Loan Party (other than a Loan Party organized under the laws of Canada or any province thereof), the Parent Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement, the Domestic Security Agreement, the Domestic Pledge Agreement and each other applicable Security Document in the manner provided therein (or, if such Loan Party is a Foreign Subsidiary not organized under the laws of Canada or any province thereof, such mortgages and security, pledge, guarantee and subordination agreements as reasonably requested by the Administrative Agent or the Collateral Agent to guarantee and secure the Obligations) and (ii) if such Subsidiary is a Loan Party organized under the laws of Canada or any province thereof, the Parent Borrower will cause such 110 Subsidiary to become a party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement, the Canadian Security Agreement, the Canadian Pledge Agreement and each other applicable Security Document in the manner provided therein, in each case within ten three Business Days after such Subsidiary is formed or acquired, notify acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Administrative Agent and or the Collateral Agent thereof or the Required Lenders shall reasonably request and cause the Collateral and Guarantee Requirement to be satisfied with respect to (b) if any Equity Interest in such Subsidiary held by a Loan Party and any Interests or Indebtedness of such Subsidiary owed to a are owned by or on behalf of any Loan Party. If at any time any , the Parent Borrower will cause certificates and promissory notes evidencing such Equity Interests and Indebtedness to be pledged to secure the Obligations within three Business Days after such Subsidiary that is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and 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 Equity Interests 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), that are owned by or on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions behalf of the Collateral Parent Borrower or a Subsidiary Loan Party and Guarantee Requirement that are to be satisfied with respect pledged to secure the Obligations may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date).

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 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 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 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 (i) any additional Subsidiary, other than Restricted Subsidiary that is not an Insignificant Subsidiary, Excluded Subsidiary 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 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) t 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 to a 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 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. 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.