Common use of Limitation on Subsidiary Indebtedness Clause in Contracts

Limitation on Subsidiary Indebtedness. Permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Subsidiary to the Company or any other Subsidiary; (b) Indebtedness of a Person which becomes a Subsidiary after the date hereof, and any refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses); provided that (i) such indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such Person by the Company, no Event of Default under subsection 8.1(a) or 8.1(f) shall have occurred and be continuing; (c) [reserved]; and (d) additional Indebtedness of Subsidiaries of the Company not exceeding the greater of (i) $2,250,000,000 and (ii) 15% of Consolidated Net Worth as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)), in aggregate principal amount at any one time outstanding, and any refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses).

Limitation on Subsidiary Indebtedness. Permit Viacom will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, for the purposes of this Section 5.6, any preferred stock), except: (a) Indebtedness of any Subsidiary Person which is acquired by Viacom or any of its Subsidiaries after the Effective Date, which Indebtedness was outstanding prior to the Company or any other Subsidiary; (b) Indebtedness date of a Person which becomes a Subsidiary after the date hereof, and any refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses); provided that (i) such indebtedness existed at the time acquisition of such Person became a Subsidiary and was not created in anticipation thereof and thereof; (iib) immediately before and after giving effect any Indebtedness owing by Viacom or any of its Subsidiaries to Viacom or any of its Subsidiaries (including any intercompany Indebtedness created by [[3890129]] the acquisition declaration of such Person any dividend (including a note payable dividend) by the Company, no Event any Subsidiary to Viacom or any of Default under subsection 8.1(a) or 8.1(f) shall have occurred and be continuingits other Subsidiaries); (c) [reserved]Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower under this Agreement; (d) Indebtedness outstanding on the Effective Date and set forth on Schedule 5.6; (e) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (c) or set forth on Schedule 5.6 that does not exceed the aggregate principal amount (plus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); and (df) additional Indebtedness incurred after the Effective Date; provided, that after giving effect thereto the aggregate principal amount of Subsidiaries Indebtedness incurred pursuant to this paragraph (f) that is outstanding on such date (it being understood that, for the purposes of this paragraph (f), the Company term “Indebtedness” does not exceeding include Indebtedness excepted by any of clauses (a) through (e) inclusive) does not exceed the greater of (i) $2,250,000,000 and (ii) 15an aggregate principal amount in excess of 5% of Consolidated Net Worth as of Tangible Assets (measured by reference to the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the then latest financial statements most recently reported by the Company delivered pursuant to subsection 6.4 on Section 5.1(a) or prior to such date or(b), if as applicable; provided, that prior to the first report under subsection 6.4delivery of any such financial statements, as reported in Consolidated Tangible Assets shall be measured by reference to the most recent financial statements delivered pursuant referred to subsection 5.1(d)), in aggregate principal amount Section 3.3) and (ii) $1,000,000,000 at any one time outstanding, and any refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses)time.