Common use of Limitation on Subsidiary Indebtedness Clause in Contracts

Limitation on Subsidiary Indebtedness. The Company shall not permit any of the Subsidiaries of the Company to create, incur, assume or suffer to exist any Indebtedness, except: Indebtedness of any Subsidiary to the Company or any other Subsidiary; Indebtedness of a corporation which becomes a Subsidiary after the date hereof, provided that (i) such indebtedness existed at the time such corporation became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such corporation by the Company no Default or Event of Default shall have occurred and be continuing; or additional Indebtedness of Subsidiaries of the Company not exceeding $125,000,000 in aggregate principal amount at any one time outstanding. Limitation on Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: Liens, if any, securing the obligations of the Company under this Agreement and the Notes; Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP; carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property or any material improvements to the property listed on Schedule V after the Closing Date and that the amount of Indebtedness secured thereby is not increased; Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the original purchase price of such property; Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereof, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets after the time such corporation becomes a Subsidiary and (iii) the amount of Indebtedness secured thereby, if any, is not increased; Liens on the Headquarters, Riverview Square, the Waterside Garage, the Green Bay Facility, the Clocktower Building and the Waterside Building; or Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 10% of Consolidated Net Tangible Assets as at the end of the immediately preceding fiscal quarter of the Company.

Limitation on Subsidiary Indebtedness. The Company shall not suffer or permit any of the Subsidiaries of the Company to Foreign Obligor or any Subsidiary that is not a Loan Party to, create, incur, assume or assume, suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness of any Subsidiary incurred pursuant to the Company or any other Subsidiarythis Agreement; (b) Indebtedness of a corporation which becomes a Subsidiary after the date hereof, provided that (i) such indebtedness existed at the time such corporation became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such corporation by the Company no Default or Event of Default shall have occurred and be continuing; or additional Indebtedness of Subsidiaries of the Company not exceeding $125,000,000 in aggregate principal amount at any one time outstanding. Limitation on Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: Liens, if any, securing the obligations of the Company under this Agreement and the Notes; Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP; carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising incurred in the ordinary course of business which are not overdue for a period in respect of more than 60 days or which are being contested in good faith by appropriate proceedings; pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, i) any surety and appeal bonds, performance bonds and bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature and (ii) workers’ compensation, social security, health, disability or other employee benefits or property, casualty or liability insurance; (c) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (d) Indebtedness consisting of Contingent Obligations; (e) Indebtedness existing on the Closing Date and set forth in Schedule 7.05, and any Refinancing Indebtedness with respect thereto; (f) Indebtedness secured by Liens permitted by Section 7.01(j); (g) Intercompany Indebtedness; provided, however, that in the event of any subsequent issuance or transfer of any capital stock which results in the holder of such Indebtedness ceasing to be a Subsidiary of the Company or any subsequent transfer of such Indebtedness (other than to the Company or any of its Subsidiaries) such Indebtedness shall be required to be permitted under another clause of this Section 7.05; (h) Indebtedness arising out of purchase price adjustments or similar obligations (including earnout obligations) and customary indemnification obligations incurred in connection with an Acquisition; (i) Indebtedness consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business; easements, rights-of-way, restrictions and other similar encumbrances (j) Indebtedness incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value pursuant to Section 8a of the property subject thereto German Old Age Employees Retirement Act (Altersteilzeitgesetz) or materially interfere with the ordinary conduct Section 7e of the business Fourth Book of the Company or such SubsidiaryGerman Social Code (Sozialgesetzbuch (SGB) – Viertes Buch (IV)); Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property or any material improvements to the property listed on Schedule V after the Closing Date and that the amount of Indebtedness secured thereby is not increased; Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the original purchase price of such property; Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereof, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets after the time such corporation becomes a Subsidiary and (iii) the amount of Indebtedness secured thereby, if any, is not increased; Liens on the Headquarters, Riverview Square, the Waterside Garage, the Green Bay Facility, the Clocktower Building and the Waterside Building; or Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 10% of Consolidated Net Tangible Assets as at the end of the immediately preceding fiscal quarter of the Company.k)

Limitation on Subsidiary Indebtedness. The Company shall CBS will not permit any of the its Subsidiaries of the Company to create, incur, assume or suffer to exist any Indebtedness (which includes, for the purposes of this Section 5.6, any preferred stock), except (i) Indebtedness of CBS Broadcasting Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6 (but not any refinancing, refunding or other replacement thereof), (ii) Excluded Indebtedness, except: (iii) Leveraged Spin-Off Indebtedness, (iv) Indebtedness of any Subsidiary to the Company or Borrower under this Agreement, (v) Indebtedness incurred on any other Subsidiary; Indebtedness of a corporation which becomes a Subsidiary after the date hereofwhen, provided that (i) such indebtedness existed at the time such corporation became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to thereto, the acquisition of such corporation by the Company no Default or Event of Default shall have occurred and be continuing; or additional Indebtedness of Subsidiaries of the Company not exceeding $125,000,000 in aggregate principal amount at any one time outstanding. Limitation on Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: Liens, if any, securing the obligations of the Company under this Agreement and the Notes; Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP; carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property or any material improvements to the property listed on Schedule V after the Closing Date and that the amount of Indebtedness secured thereby is not increased; Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by incurred pursuant to this clause (v) that is outstanding on such date (it being understood that, for the purposes of this clause (v), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed the greater of (x) $750,000,000 and (y) consolidated EBITDA of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of "Consolidated EBITDA") for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Lien shall at no time exceed 80% Indebtedness incurred by Infinity or any of its consolidated Subsidiaries, the original purchase price then actual aggregate outstanding balances of such property; Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereofIndebtedness incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets after the time such corporation becomes a Subsidiary and (iii) the aggregate outstanding principal amount of Indebtedness secured thereby, if any, is incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries shall not increased; Liens on the Headquarters, Riverview Square, the Waterside Garage, the Green Bay Facility, the Clocktower Building and the Waterside Building; or Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding exceed $300,000,000 at any time 10% and (vi) Indebtedness of Consolidated Net Tangible Assets as at Infinity and its Subsidiaries under the end Infinity Credit Agreement up to an aggregate principal amount of the immediately preceding fiscal quarter of the Company.$1,500,000,000. 54 50

Limitation on Subsidiary Indebtedness. The Company shall Borrower will not permit any of its Subsidiaries, other than the Subsidiaries of the Company Guarantor Subsidiary, to create, incur, assume or suffer to exist any IndebtednessIndebtedness for borrowed money (which includes, except: Indebtedness for the purposes of this Section 9.6, any Subsidiary to the Company or any other Subsidiary; Indebtedness of a corporation which becomes a Subsidiary after the date hereofpreferred stock), provided that except (i) such indebtedness existed at the time such corporation became a Subsidiary and was Indebtedness for borrowed money of CBS Broadcasting Inc. outstanding on August 29, 1996 (but not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such corporation by the Company no Default or Event of Default shall have occurred and be continuing; or additional Indebtedness of Subsidiaries of the Company not exceeding $125,000,000 in aggregate principal amount at any one time outstanding. Limitation on Liens . Createrefinancing, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: Liens, if any, securing the obligations of the Company under this Agreement and the Notes; Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP; carriers', warehousemen's, mechanics', materialmen's, repairmen's refunding or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; deposits to secure the performance of bids, trade contracts (other than for borrowed moneyreplacement thereof), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property or any material improvements to the property listed on Schedule V after the Closing Date and that the amount of Indebtedness secured thereby is not increased; Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and Excluded Indebtedness, (iii) Indebtedness for borrowed money incurred on any date when, after giving effect thereto, the aggregate principal amount of Indebtedness secured by for borrowed money incurred pursuant to this clause (iii) that is outstanding on such date (it being understood that, for the purposes of this clause (iii), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed the EBIDT of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of 'EBIDT') for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Lien shall at no time exceed 80% Indebtedness for borrowed money incurred by Infinity or any of its consolidated Subsidiaries, the original purchase price then actual aggregate outstanding balances of such property; Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereofIndebtedness for borrowed money incurred pursuant to this clause (iii) by Subsidiaries other than Infinity and its consolidated Subsidiaries, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread aggregate outstanding principal amount of Indebtedness for borrowed money incurred pursuant to cover any other property or assets after the time such corporation becomes a Subsidiary and this clause (iii) by Subsidiaries other than Infinity and its consolidated Subsidiaries shall not exceed $800,000,000 at any time, (iv) Indebtedness for borrowed money of Infinity and its Subsidiaries under the Infinity Credit Agreement up to an aggregate principal amount of Indebtedness secured thereby, if any, is not increased; Liens on the Headquarters, Riverview Square, the Waterside Garage, the Green Bay Facility, the Clocktower Building $1,500,000,000 and the Waterside Building; or Liens not otherwise permitted under this subsection 7.3 securing obligations in New Infinity Credit Agreement up to an aggregate principal amount not exceeding at any time 10% of Consolidated Net Tangible Assets as at the end of the immediately preceding fiscal quarter of the Company.$2,000,000,000 and (v) unsecured Indebtedness for borrowed money incurred by Blockbuster Inc.."