Permit any Subsidiary to enter into, directly or indirectly, issue, incur, assume or Guarantee any Indebtedness unless # the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and # at the time of any incurrence of such Indebtedness, the sum of (without duplication) # the aggregate outstanding principal amount of such Indebtedness of Subsidiaries (including the principal amount of any Guarantee of the Obligations but excluding Indebtedness permitted by [clauses (i) through (v)] below), plus # the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by Liens in reliance on [clause (n), (o) or (p) of Section 7.1]1]1] or the final proviso to Section 7.1, shall not exceed the Maximum Priority Amount at such time, except # Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), # any Indebtedness in effect as of the Closing Date that is listed on [Schedule 7.7] (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), # additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on [clause (m) of Section 7.1], not to exceed $500,000,000 in principal amount at any one time outstanding, # Indebtedness of a Subsidiary to the Borrower or another Subsidiary and # Verizon Acquisition Debt, subject to compliance with [clause (n) of Section 7.1].

SECTION # Subsidiary Indebtedness. Permit any Subsidiary to enter into, directly or indirectly, issue, incur, assume or Guarantee any Indebtedness unless # the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and # at the time of any incurrence of such Indebtedness, the sum of (without duplication) # the aggregate outstanding principal amount of such Indebtedness of Subsidiaries (including the principal amount of any Guarantee of the Obligations but excluding Indebtedness permitted by [clauses (i) through (iv)] below), plus # the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by Liens in reliance on [Section 6.01(o), 6.01(p) or 6.01(r)])])] or the final proviso to Section 6.01, shall not exceed the Maximum Priority Amount at such time, except # Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), # any Indebtedness in effect as of the First Amendment and Restatement Effective Date that is listed on [Schedule 3] (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), # additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on [Section 6.01(m)], not to exceed $500,000,000 in principal amount at any one time outstanding and # Indebtedness of a Subsidiary to the Borrower or another Subsidiary.