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].

Refinancing Indebtedness. Upon the incurrence or issuance by any member of the Restricted Group of any Refinancing Notes, any Specified Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to [Section 7.03], the Borrower shall prepay an aggregate principal amount of the applicable Term Loan Tranche in an

Payment of Indebtedness. Borrowers hereby agree to pay, when due and owing, all Indebtedness, whether or not evidenced by the Note.

Bankruptcy and Indebtedness. The Company has not taken any steps to seek protection pursuant to any Law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any Knowledge or reason to believe that any of its respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

Evidence of Indebtedness. (a) The Credit Extensions made by each ​ shall be evidenced by one or more accounts or records maintained by such ​ and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each ​ shall be conclusive absent manifest error of the amount of the Credit Extensions made by the ​ to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any ​ and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any ​ made through the Administrative Agent, the Borrowers so notified shall execute and deliver to such ​ (through the Administrative Agent) a Note, which shall evidence such ​’s Loans in addition to such accounts or records. Each such Note shall # in the case of Term Loans, be in the form of Exhibit H-11] (a “Term Loan Note”) and # in the case of Revolving Credit Loans, be in the form of Exhibit H-22] (a “Revolving Credit Note”). Each ​ may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

All investments of each of the Credit Parties and their Subsidiaries are Permitted Investments. All Indebtedness of each of the Credit Parties and their Subsidiaries is permitted by Section 8.01.

Satisfaction of Indebtedness. Upon delivery of the Settlement Amount by the Company in accordance with this Agreement, each Holder hereby agrees that the Indebtedness will have been fully and completely satisfied.

(i) Indebtedness of the Borrower to or from any other Obligor, # Indebtedness of an Obligor to or from another Obligor, # if such Indebtedness is subject to subordination terms and conditions that are satisfactory to the Administrative Agent, Indebtedness of any Obligor owing to any other Subsidiary of the Borrower or # Indebtedness of the Borrower or any other Obligor to a Designated Subsidiary or a Permitted CLO Issuer to the extent a court determines a transfer of assets (including participations) from such Obligor to such Designated Subsidiary or Permitted CLO Issuer did not constitute a true sale, provided, that with respect to this clause (iv), the holders of such Indebtedness have recourse only to the assets purported to be transferred (or in the case of participations, the portfolio investments that such participation interest relates to) to such Designated Subsidiary or Permitted CLO Issuer and to no other assets of the ​ in connection with such Indebtedness;

Confirmation of Indebtedness. The Principal and Guaranteed Interest as of the date of this Agreement was equal to the Settlement Amount (the "Indebtedness"), which bears interest from and after the Maturity Date at the rate of twenty percent (20%) per annum until the Company repays the Principal and Guaranteed Interest in full.

Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause ‎(v) and then outstanding, does not exceed the greater of # $60,000,000 and # 10% of Foreign Subsidiary Total Assets; (w) (i) unsecured (or not secured by the Collateral) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount under this [clause (w)], and when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments pursuant to Section 2.14(d)(v) and Incremental Equivalent First Lien Debt and Incremental Equivalent Junior Lien Debt incurred pursuant to [Section 7.03(q)] not to exceed the Available Incremental Amount (“Incremental Equivalent Unsecured Debt”), so long as # if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Event of Default under Sections ‎8.01(a) or ‎(f) with respect to the Borrower shall have occurred and be continuing or would exist after giving effect to such Indebtedness, or # if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Indebtedness; provided that such Incremental Equivalent Unsecured Debt shall # have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Incremental Equivalent Unsecured Debt is incurred, # have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities (in each case subject to the Permitted Earlier Maturity Indebtedness Exception) and # have terms and conditions (other than # pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions and # covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness and to the extent any financial maintenance covenant is added for the benefit of such Incremental Equivalent Unsecured Debt, to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the incurrence or issuance of such Incremental Equivalent Unsecured Debt) that in the good faith determination of the Borrower # are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) or # reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (C) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the materials terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (iii), shall be conclusive); provided that the foregoing requirements shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this [clause (w)] and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges; provided, further, that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections ‎7.03(g), 7.03(q) or ‎7.03(s), does not exceed in the aggregate at any time outstanding, the greater of # $200,000,000 and # 35% of LTM Consolidated EBITDA, in each case determined at the time of incurrence, and # any Permitted Refinancing thereof;