Common use of Corporate Existence, Etc Clause in Contracts

Corporate Existence, Etc. Infinity will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity or such Material Subsidiary, desirable in the conduct of the business of Infinity or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity will(a) The Company shall, and will cause each of its Material Subsidiaries toexcept as ------------------------ otherwise permitted under Section 11.4, preserve and maintain its legal existence corporate ------------ existence, and (b) the Company shall, and shall cause each of its active Subsidiaries to: (i) preserve and maintain all of its material rights, privileges and franchises (provided franchises, except to the extent that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 the opinion of the Company preservation and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain maintenance of any such material right, privilege or franchise if are not necessary for the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct operation of the business of Infinity or such Material Subsidiary, as the case may be)Company's business; (ii) comply with the requirements of all applicable lawslaws (including, without limitation, Environmental Laws), rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations governmental or regulatory authorities if failure to comply with such requirements would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, except for any failure to comply with the requirements of any such applicable law, rule, regulation or obligations would reasonably be expected order which is being contested in good faith and by proper actions or proceedings and against which adequate reserves are being maintained to result in a Material Adverse Effectthe extent required under GAAP; (iii) pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper actions or proceedings and against which adequate reserves are being maintainedmaintained to the extent required under GAAP; (iv) maintain all of its Property material properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as except to the extent that in the judgment opinion of Infinity or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity or such Material Subsidiary shall not be required to maintain Company any such Property if property is not necessary for the failure to maintain any such Property is, in the judgment of Infinity or such Material Subsidiary, desirable in the conduct operation of the business of Infinity or such Material Subsidiary)Company's business; keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and (v) permit representatives of any LenderLender or the Agent, during normal business hours upon and on reasonable advance notice, to inspect any of examine its books and records and to make copies and extracts therefrom, to inspect its properties (subject to reasonable safety and security procedures of the Company), and to discuss its business and affairs with its Financial Officers officers (subject to any reasonable proprietary and confidentiality agreements of or their designeesbinding upon the Company and its Subsidiaries), all to the extent reasonably requested by such LenderLender or the Agent (as the case may be); and (vi) maintain, with financially sound and reputable insurers, insurance with respect to all property and business of a character usually insured by corporations engaged in the same or similar business similarly situated against such liabilities, casualties, risks and contingencies and in such types and amounts as customary in the case of corporations engaged in the same or similar business similarly situated.

Corporate Existence, Etc. Infinity Viacom will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower or Viacom International) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of Viacom, such termination is in the best interests of Viacom and such termination would not have a Material Adverse Effect), and (c)Viacom or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity Viacom or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Viacom or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Viacom or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Viacom or such Material Subsidiary, desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity CBS will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided provided, that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower or CBS Operations) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of CBS, such termination is in the best interests of CBS and such termination would not have a Material Adverse Effect, and (c) CBS or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity CBS or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity CBS or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity CBS or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided provided, that Infinity CBS or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity CBS or such Material Subsidiary, desirable in the conduct of the business of Infinity CBS or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity The Company will, and will cause each of its Material Subsidiaries to, : preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be6.06); comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations Authority if failure to comply with such requirements or obligations would reasonably be expected to (i) will in the opinion of the General Counsel of the Company result in a Material Adverse Effectimposition of liability or assessment against (including seizure of) property in an aggregate amount (as to all such failures to comply) exceeding 10% of Consolidated Net Worth or (ii) would in the aggregate (as to all such failures to comply) reduce by more than 25% the annual tonnage capacity of the paper processing operations of the Company and its Consolidated Subsidiaries; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, all as in the judgment of Infinity or such Material Subsidiary may be necessary so however, that the business carried on in connection therewith Company or any Subsidiary of the Company may be properly and advantageously conducted at all times (provided that Infinity or discontinue the maintenance of a property if such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property discontinuance is, in the judgment opinion of Infinity or such Material Subsidiarythe Company, desirable in the conduct of the its business of Infinity or such and is not likely to have a Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAPAdverse Effect; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to inspect any of examine, copy and make extracts from its books and records records, to inspect its properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by such LenderLender or the Administrative Agent.

Corporate Existence, Etc. Infinity (a) The Company will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 6.03 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be6.06); comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations Authority if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which material penalties attach thereto, except for (i) any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained or (ii) where the failure to so pay, discharge or otherwise satisfy such tax, assessment, charge or levy would not reasonably be expected to result in a Material Adverse Effect; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, all as in the judgment of Infinity or such Material Subsidiary may be necessary so however, that the business carried on in connection therewith Company or any Subsidiary of the Company may be properly and advantageously conducted at all times (provided that Infinity or discontinue the maintenance of a property if such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property discontinuance is, in the judgment opinion of Infinity or such Material Subsidiarythe Company, desirable in the conduct of the its business of Infinity or such and is not likely to have a Material Subsidiary)Adverse Effect; keep proper books of records record and accounts account in which entries that are full, true made of all dealings and correct transactions in all material respects shall be made in conformity with GAAPrelation to its business and activities; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to inspect any of examine, copy and make extracts from its books and records records, to inspect its properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by such LenderLender or the Administrative Agent.

Corporate Existence, Etc. Infinity willThe Company shall, and will shall cause each of its Material Subsidiaries Subsidiary to, : (a) preserve and maintain its legal corporate existence and all of its material rights, privileges and franchises (franchises, provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary the Company shall not be required to preserve or maintain any such right, privilege right or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity the Company and its Subsidiaries as a whole, and provided further that the foregoing shall not prevent the Company from engaging in a merger or such Material Subsidiary, as the case may be)consolidation permitted by Section 8.04 hereof; (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities (including, without limitation, all Environmental Laws and all Health Laws) and with all contractual obligations if the failure to comply with such requirements which would have a material adverse effect on the business or obligations would reasonably be expected to result in financial condition of the Company and its Subsidiaries, taken as a Material Adverse Effectwhole; (c) pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained and except that the failure to pay or discharge any such tax, assessment, governmental charge or levy in an amount or amounts which in the aggregate would not have material adverse effect on the business or financial condition of the Company and its Subsidiaries, taken as a whole, shall not be deemed to be a breach of this covenant; (d) maintain all of its Property Principal Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in excepted and except to the judgment of Infinity or such Material Subsidiary may be necessary so extent that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any of such Property is, Principal Properties in good working order and condition would not have a material adverse effect on the judgment of Infinity business or such Material Subsidiary, desirable in the conduct financial condition of the business of Infinity or such Material Subsidiary)Company and its Subsidiaries, taken as a whole; keep (e) maintain proper books and records of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; account and permit representatives of any Lenderthe Agent and each Bank, during normal business hours upon reasonable advance noticehours, to examine and make extracts from its books and records, to inspect any of its books and records properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by the Agent or such LenderBank with reasonable notice; and (f) keep insured by reputable insurers all property of a character usually insured by corporations of similar size engaged in the same or similar business against loss or damage of the kinds and in the amounts customarily insured against by such corporations and carry such other insurance as is usually carried by such corporations.

Corporate Existence, Etc. Infinity CBS will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided provided, that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower or CBS Operations) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of CBS, such termination is in the best interests of CBS and such termination would not have a Material Adverse Effect, and (c) CBS or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity CBS or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity CBS or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity CBS or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided provided, that Infinity CBS or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity CBS or such Material Subsidiary, desirable in the conduct of the business of Infinity CBS or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender. CBS will implement and maintain in effect reasonable policies and procedures designed to promote compliance by CBS, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Corporate Existence, Etc. Infinity CBS will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower or Viacom International) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of CBS, such termination is in the best interests of CBS and such termination would not have a Material Adverse Effect, and (c)CBS or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity CBS or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity CBS or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity CBS or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity CBS or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity CBS or such Material Subsidiary, desirable in the conduct of the business of Infinity CBS or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity CBS will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower or CBS Operations) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of CBS, such termination is in the best interests of CBS and such termination would not have a Material Adverse Effect, and (c) CBS or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity CBS or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity CBS or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity CBS or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity CBS or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity CBS or such Material Subsidiary, desirable in the conduct of the business of Infinity CBS or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity willExcept as provided in ------------------------ Section 5.05, the Borrower shall, and will shall cause each of its Material Subsidiaries Restricted Subsidiary to, : preserve and maintain its legal corporate existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be)franchises; comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations governmental or regulatory authorities if failure to comply with such requirements would materially and adversely affect the consolidated financial condition or obligations would reasonably be expected to result in operations, or the business taken as a Material Adverse Effectwhole, of the Borrower and the Restricted Subsidiaries; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, ; permit one or more representatives acting on behalf of all as in the judgment of Infinity or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity or such Material Subsidiary, desirable in the conduct of the business of Infinity or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any LenderBanks, during normal business hours upon reasonable advance noticehours, to examine, copy and make extracts from its books and records, to inspect any of its books and records properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by the Required Banks for the purposes described in Section 5.01(l), provided that such Lenderrepresentatives shall have the right to copy and make -------- extracts from such books and records only after the occurrence and during the continuance of a Default; and keep insured by financially sound and reputable insurers all property of a character usually insured by corporations engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such corporations and carry such other insurance as is usually carried by such corporations and/or self insure all property, in a manner and in amounts, in accordance with generally accepted actuarial and accounting principles.

Corporate Existence, Etc. Infinity (a) The Borrower will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be6.06); comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations Authority if failure to comply with such requirements or obligations would reasonably be expected to result in a Borrower Material Adverse Effect; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which material penalties attach thereto, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, all as in the judgment of Infinity or such Material Subsidiary may be necessary so however, that the business carried on in connection therewith Borrower or any Subsidiary of the Borrower may be properly and advantageously conducted at all times (provided that Infinity or discontinue the maintenance of a property if such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property discontinuance is, in the judgment opinion of Infinity or such Material Subsidiarythe Borrower, desirable in the conduct of the its business of Infinity or such and is not likely to have a Borrower Material Subsidiary)Adverse Effect; keep proper books of records record and accounts account in which entries that are full, true made of all dealings and correct transactions in all material respects shall be made in conformity with GAAPrelation to its business and activities; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to inspect any of examine, copy and make extracts from its books and records records, to inspect its properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by such LenderLender or the Administrative Agent.

Corporate Existence, Etc. Infinity Viacom will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower or Viacom International) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of Viacom, such termination is in the best interests of Viacom and such termination would not have a Material Adverse Effect), and (c)Viacom or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity Viacom or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Viacom or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Viacom or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Viacom or such Material Subsidiary, desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity Westinghouse will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity Westinghouse or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity Westinghouse or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Westinghouse or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Westinghouse or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Westinghouse or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity or such Material Subsidiary, desirable in the conduct of the business of Infinity or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.in

Corporate Existence, Etc. Infinity (a) The Company will, and will cause each of its Material Subsidiaries to, : preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 6.03 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be6.06); comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations Authority if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which material penalties attach thereto, except for (i) any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained or (ii) where the failure to so pay, discharge or otherwise satisfy such tax, assessment, charge or levy would not reasonably be expected to result in a Material Adverse Effect; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, all as in the judgment of Infinity or such Material Subsidiary may be necessary so however, that the business carried on in connection therewith Company or any Subsidiary of the Company may be properly and advantageously conducted at all times (provided that Infinity or discontinue the maintenance of a property if such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property discontinuance is, in the judgment opinion of Infinity or such Material Subsidiarythe Company, desirable in the conduct of the its business of Infinity or such and is not likely to have a Material Subsidiary)Adverse Effect; keep proper books of records record and accounts account in which entries that are full, true made of all dealings and correct transactions in all material respects shall be made in conformity with GAAPrelation to its business and activities; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to inspect any of examine, copy and make extracts from its books and records records, to inspect its properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by such LenderLender or the Administrative Agent.

Corporate Existence, Etc. Infinity Viacom will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of Viacom, such termination is in the best interests of Viacom and such termination would not have a Material Adverse Effect, and (c) Viacom or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity Viacom or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Viacom or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Viacom or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Viacom or such Material Subsidiary, desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity or such Material Subsidiary, desirable in the conduct of the business of Infinity or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.to

Corporate Existence, Etc. Infinity Viacom will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of Viacom, such termination is in the best interests of Viacom and such termination would not have a Material Adverse Effect, and (c)Viacom or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity Viacom or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Viacom or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Viacom or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Viacom or such Material Subsidiary, desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity The Parent will, and will cause each of its Material Subsidiaries to, : preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be6.6); comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations Authority if failure to comply with such requirements or obligations would reasonably be expected to (i) will in the opinion of the General Counsel of the Parent result in a Material Adverse Effectimposition of liability or assessment against (including seizure of) property in an aggregate amount (as to all such failures to comply) exceeding 10% of Consolidated Net Worth or (ii) could in the aggregate (as to all such failures to comply) reduce by more than 25% the annual tonnage capacity of the paper processing operations of the Parent and its Consolidated Subsidiaries; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, all as in the judgment of Infinity or such Material Subsidiary may be necessary so however, that the business carried on in connection therewith Parent or any Subsidiary of the Parent may be properly and advantageously conducted at all times (provided that Infinity or discontinue the maintenance of a property if such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property discontinuance is, in the judgment opinion of Infinity or such Material Subsidiarythe Parent, desirable in the conduct of the its business of Infinity or such and is not likely to have a Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAPAdverse Effect; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to inspect any of examine, copy and make extracts from its books and records records, to inspect its properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by such LenderLender or the Administrative Agent.

Corporate Existence, Etc. Infinity Viacom will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence legax xxxxxxxxx and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of Viacom, such termination is in the best interests of Viacom and such termination would not have a Material Adverse Effect, and (c)Viacom or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity Viacom or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Viacom or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Viacom or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Viacom or such Material Subsidiary, desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity The Company will, and will cause each of its Material Subsidiaries to, : preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be6.06); comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations Authority if failure to comply with such requirements or obligations would reasonably be expected to (i) will in the opinion of the General Counsel of the Company result in a Material Adverse Effectimposition of liability or assessment against (including seizure of) property in an aggregate amount (as to all such failures to comply) exceeding 10% of Consolidated Net Worth or (ii) could in the aggregate (as to all such failures to comply) reduce by more than 25% the annual tonnage capacity of the paper processing operations of the Company and its Consolidated Subsidiaries; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, all as in the judgment of Infinity or such Material Subsidiary may be necessary so however, that the business carried on in connection therewith Company or any Subsidiary of the Company may be properly and advantageously conducted at all times (provided that Infinity or discontinue the maintenance of a property if such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property discontinuance is, in the judgment opinion of Infinity or such Material Subsidiarythe Company, desirable in the conduct of the its business of Infinity or such and is not likely to have a Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAPAdverse Effect; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to inspect any of examine, copy and make extracts from its books and records records, to inspect its properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by such Lender.Lender or the Administrative Agent. 364-Day Credit Agreement

Corporate Existence, Etc. Infinity CBS will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity CBS or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity CBS or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity CBS or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity CBS or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity CBS or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity CBS or such Material Subsidiary, desirable in the conduct of the business of Infinity CBS or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity The Company will, and will cause each of its Material Significant Subsidiaries to, : (a) preserve and maintain its legal corporate existence and all of its material rights, privileges privileges, licenses, permits and franchises (provided that (a) nothing in this Section 5.2 8.04 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity 8.06), unless, in the reasonable business judgment of the Company or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that it is in its best economic interest not to preserve and maintain such rights or franchises and such failure to preserve and maintain such rights or franchises could not reasonably be expected to have a material adverse effect on the preservation consolidated financial condition, operations or maintenance thereof is no longer desirable in the conduct business of the business Company and its Subsidiaries, taken as a whole or on the legal, valid, binding or enforceable nature of Infinity the Loan Documents or such Material Subsidiary, as the case may be)ability of the Company to perform its obligations thereunder; (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities Applicable Law (including, without limitation, all Environmental Lawsincluding any Applicable Law relating to any employee benefit plan) and with all contractual obligations if failure to comply with such requirements or obligations would could reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the consolidated financial condition, operations or business of the Company and its Subsidiaries, taken as a whole or on the legal, valid, binding or enforceable nature of the Loan Documents or the ability of the Company to perform its obligations thereunder; (c) pay and discharge when due all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach theretoProperty, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all provided that the Company and each of its Property used or useful in its business Subsidiaries shall have the right to pay any such obligation and in good working order faith contest, by proper legal actions or proceedings, the validity or amount of such claims; (d) take all actions, and conditionobtain all authorizations, ordinary wear consents, approvals, licenses and tear exceptedexemptions from or of, make all as in the judgment of Infinity registrations or such Material Subsidiary may be necessary filings with, or reports or notices to, any governmental unit, required so that the business carried on in connection therewith may be properly obligations of the Company and advantageously conducted its Significant Subsidiaries under the Loan Documents will at all times be legal, valid, binding and enforceable in accordance with their respective terms; (provided that Infinity or such Material Subsidiary shall not be required to e) maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity or such Material Subsidiary, desirable in the conduct of the business of Infinity or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.material

Corporate Existence, Etc. Infinity (a) The Borrower will, and will cause each of its Material Subsidiaries to, : preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 6.03 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be)6.07; comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations Authority if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which material penalties attach thereto, except for (i) any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained or (ii) where the failure to so pay, discharge or otherwise satisfy such tax, assessment, charge or levy would not reasonably be expected to result in a Material Adverse Effect; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, all as in the judgment of Infinity or such Material Subsidiary may be necessary so however, that the business carried on in connection therewith Borrower or any Subsidiary of the Borrower may be properly and advantageously conducted at all times (provided that Infinity or discontinue the maintenance of a property if such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property discontinuance is, in the judgment opinion of Infinity or such Material Subsidiarythe Borrower, desirable in the conduct of the its business of Infinity or such and is not likely to have a Material Subsidiary)Adverse Effect; keep proper books of records record and accounts account in which entries that are full, true made of all dealings and correct transactions in all material respects shall be made in conformity with GAAPrelation to its business and activities; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to inspect any of examine, copy and make extracts from its books and records records, to inspect its properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by such LenderLender or the Administrative Agent.

Corporate Existence, Etc. Infinity Viacom will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower or Viacom International) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of Viacom, such termination is in the best interests of Viacom and such termination would not have a Material Adverse Effect, and (c)Viacom or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity Viacom or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Viacom or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Viacom or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Viacom or such Material Subsidiary, desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity Westinghouse will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 5.3 shall prohibit any transaction expressly permitted under Section 5.4 5.5 and (b) Infinity Westinghouse or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity LAW2:13233 62 57 Westinghouse or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Westinghouse or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Westinghouse or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Westinghouse or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Westinghouse or such Material Subsidiary, desirable in the conduct of the business of Infinity Westinghouse or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity ViacomCBS will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower) may be terminated if, in the good faith judgment of the board of directors or the Chief Financial Officer of ViacomCBS, such termination is in the best interests of ViacomCBS and such termination would not have a Material Adverse Effect, and (c) ViacomCBS or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity ViacomCBS or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity ViacomCBS or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity ViacomCBS or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity ViacomCBS or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity ViacomCBS or such Material Subsidiary, desirable in the conduct of the business of Infinity ViacomCBS or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity The Company will, and will cause each of its Material the Securing Parties and Pledged Subsidiaries to, : (a) preserve and maintain its legal (x) existence and (y) all of its material rights, privileges privileges, licenses, permits and franchises (provided that (a) nothing franchises, unless, in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity the reasonable business judgment of the Company, such Securing Party or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Pledged Subsidiary, as the case may be, shall determine that it is in its best economic interest not to preserve and maintain such rights or franchises and such failure to preserve and maintain such rights or franchises could not reasonably be expected to have a material adverse effect on the preservation financial condition, operations or maintenance thereof is no longer desirable business of such Securing Party and its Subsidiaries, taken as a whole, or on the legal, valid, binding or enforceable nature of its Security Agreement or its ability to perform its obligations thereunder; (b) in the conduct case of the business of Infinity or such Material each Securing Party and Pledged Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities Applicable Law (including, without limitation, all Environmental Lawsincluding any Applicable Law relating to any employee benefit plan) and with all contractual obligations if failure to comply with such requirements or obligations would could reasonably be expected to result have a material adverse effect on the financial condition, operations or business of such Securing Party and its Subsidiaries, taken as a whole, or on the legal, valid, binding or enforceable nature of its Security Agreement or its ability to perform its obligations thereunder; (c) in a Material Adverse Effect; the case of the Company, to the extent required or permitted by the Bankruptcy Code or the Court and in the case of each Securing Party and Pledged Subsidiary, pay and discharge when due all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach theretoProperty, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; provided that each such Securing Party and Pledged Subsidiary shall have the right to pay any such obligation and in good faith contest, by proper legal actions or proceedings, the validity or amount of such claims; (d) take all actions, and obtain all authorizations, consents, approvals, licenses and exemptions from or of, make all registrations or filings with, or reports or notices to, any governmental unit, required so that the obligations of the Company, the Securing Parties and the Pledged Subsidiaries under the Loan Documents that they are parties to will at all times be legal, valid, binding and enforceable in accordance with their respective terms, except as enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, whether at law or in equity (including principles of good faith and fair dealing); (e) in the case of each Securing Party and Pledged Subsidiary, maintain all of its Property material Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly ; (f) keep adequate records and advantageously conducted at all times (provided that Infinity or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity or such Material Subsidiary, desirable in the conduct of the business of Infinity or such Material Subsidiary); keep proper books of records and accounts account in which complete entries that are full, true and correct in all material respects shall will be made in conformity accordance with GAAPGAAP or SAP, as the case may be, reflecting all of its financial transactions; and (g) upon reasonable notice, permit representatives of the Administrative Agent or, after the occurrence and during the continuance of a Default and provided that all Banks wishing to take any Lenderof the actions set forth in this clause (g) use reasonable efforts to take such actions collectively, as arranged by the Administrative Agent, any Bank, during normal business hours upon reasonable advance noticehours, to examine, copy and make extracts from its books and records, to inspect any of its books and records Properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by the Administrative Agent or such LenderBank (as the case may be).

Corporate Existence, Etc. Infinity Viacom will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of Viacom, such termination is in the best interests of Viacom and such termination would not have a Material Adverse Effect, and (c)Viacom or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity Viacom or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if NY nv-6billion -credit.htm i failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Viacom or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Viacom or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Viacom or such Material Subsidiary, desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity Viacom will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided PROVIDED that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower or Viacom International) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of Viacom, such termination is in the best interests of Viacom and such termination would not have a Material Adverse Effect), and (c)Viacom or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity Viacom or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Viacom or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided PROVIDED that Infinity Viacom or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Viacom or such Material Subsidiary, desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity The Company will, and will cause each of its Material Subsidiaries to, : preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be6.06); comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations Authority if failure to comply with such requirements or obligations would reasonably be expected to (i) will in the opinion of the General Counsel of the Company result in a Material Adverse Effectimposition of liability or assessment against (including seizure of) property in an aggregate amount (as to all such failures to comply) exceeding 10% of Consolidated Net Worth or (ii) could in the aggregate (as to all such failures to comply) reduce by more than 25% the annual tonnage capacity of the paper processing operations of the Company and its Consolidated Subsidiaries; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, all as in the judgment of Infinity or such Material Subsidiary may be necessary so however, that the business carried on in connection therewith Company or any Subsidiary of the Company may be properly and advantageously conducted at all times (provided that Infinity or discontinue the maintenance of a property if such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property discontinuance is, in the judgment opinion of Infinity or such Material Subsidiarythe Company, desirable in the conduct of the its business of Infinity or such and is not likely to have a Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAPAdverse Effect; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to inspect any of examine, copy and make extracts from its books and records records, to inspect its properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by such LenderLender or the Administrative Agent.

Corporate Existence, Etc. Infinity willViacom wxxx, and will xxx xxll cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and 5.4, (b) Infinity the corporate existence of any Subsidiary (other than a Subsidiary Borrower or Viacom International) may be terminated if, in the good faith judgment of the board of directors or the chief financial officer of Viacom, such termination is in the best interests of Viacom and such termination would not have a Material Adverse Effect, and (c)Viacom or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board board of Directors directors of Infinity Viacom or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted, all as in the judgment of Infinity Viacom or such Material Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times (provided that Infinity Viacom or such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of Infinity Viacom or such Material Subsidiary, desirable in the conduct of the business of Infinity Viacom or such Material Subsidiary); keep proper books of records and accounts in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.

Corporate Existence, Etc. Infinity (a) The Borrower will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly permitted under Section 5.4 and (b) Infinity or such Material Subsidiary shall not be required to preserve or maintain any such right, privilege or franchise if the Board of Directors of Infinity or such Material Subsidiary, as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of Infinity or such Material Subsidiary, as the case may be6.06); comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations Authority if failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge all material taxes, assessments, assessments and governmental charges, charges or levies or other obligations of whatever nature imposed on it or on its income or profits or on any of its Property property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, charge or levy or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its Property properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, all as in the judgment of Infinity or such Material Subsidiary may be necessary so however, that the business carried on in connection therewith Borrower or any Subsidiary of the Borrower may be properly and advantageously conducted at all times (provided that Infinity or discontinue the maintenance of a property if such Material Subsidiary shall not be required to maintain any such Property if the failure to maintain any such Property discontinuance is, in the judgment opinion of Infinity or such Material Subsidiarythe Borrower, desirable in the conduct of the its business of Infinity or such and is not likely to have a Material Subsidiary)Adverse Effect; keep proper books of records record and accounts account in which entries that are full, true made of all dealings and correct transactions in all material respects shall be made in conformity with GAAPrelation to its business and activities; and permit representatives of any Lender, during normal business hours upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to inspect any of examine, copy and make extracts from its books and records records, to inspect its properties, and to discuss its business and affairs with its Financial Officers or their designeesofficers, all to the extent reasonably requested by such LenderLender or the Administrative Agent.