Common use of Limitation on Subsidiary Indebtedness Clause in Contracts

Limitation on Subsidiary Indebtedness. CBS will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness for Borrowed Money (which includes, for the purposes of this Section 5.6, any preferred stock), except (i) Indebtedness for Borrowed Money of CBS Broadcasting Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6 (but not any refinancing, refunding or other replacement thereof), (ii) Excluded Indebtedness, (iii) Leveraged Spin-Off Indebtedness, (iv) Indebtedness of any Subsidiary Borrower under this Agreement, (v) Indebtedness for Borrowed Money incurred on any date when, after giving effect thereto, the aggregate principal amount of Indebtedness for Borrowed Money incurred pursuant to this clause (v) that is outstanding on such date (it being understood that, for the purposes of this clause (v), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed consolidated EBITDA of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of "Consolidated EBITDA") for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Indebtedness for Borrowed Money incurred by Infinity or any of its consolidated Subsidiaries, the then actual aggregate outstanding balances of Indebtedness for Borrowed Money incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries, provided that the aggregate outstanding principal amount of Indebtedness for Borrowed Money incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries shall not exceed $800,000,000 at any time,(vi) Indebtedness for Borrowed Money of Infinity and its Subsidiaries under the Infinity Credit Agreement up to an aggregate principal amount of $1,500,000,000 and the New Infinity Credit Agreements up to an aggregate principal amount of $2,000,000,000,(vii) unsecured Indebtedness for Borrowed Money incurred by Blockbuster Inc. and (viii) Indebtedness for Borrowed Money of Viacom International Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6(a) (but not any refinancing, refunding or other replacement thereof).

Limitation on Subsidiary Indebtedness. CBS The Borrower will not permit any of its Subsidiaries Subsidiaries, other than the Guarantor Subsidiary, to create, incur, assume or suffer to exist any Indebtedness for Borrowed Money borrowed money (which includes, for the purposes of this Section 5.69.6, any preferred stock), except (i) Indebtedness for Borrowed Money borrowed money of CBS Broadcasting Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6 August 29, 1996 (but not any refinancing, refunding or other replacement thereof), (ii) Excluded Indebtedness, (iii) Leveraged Spin-Off Indebtedness, (iv) Indebtedness of any Subsidiary Borrower under this Agreement, (v) Indebtedness for Borrowed Money borrowed money incurred on any date when, after giving effect thereto, the aggregate principal amount of Indebtedness for Borrowed Money borrowed money incurred pursuant to this clause (viii) that is outstanding on such date (it being understood that, for the purposes of this clause (viii), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed consolidated EBITDA the EBIDT of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of "Consolidated EBITDA"'EBIDT') for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Indebtedness for Borrowed Money borrowed money incurred by Infinity or any of its consolidated Subsidiaries, the then actual aggregate outstanding balances of Indebtedness for Borrowed Money borrowed money incurred pursuant to this clause (viii) by Subsidiaries other than Infinity and its consolidated Subsidiaries, provided that the aggregate outstanding principal amount of Indebtedness for Borrowed Money borrowed money incurred pursuant to this clause (viii) by Subsidiaries other than Infinity and its consolidated Subsidiaries shall not exceed $800,000,000 at any time,(vitime, (iv) Indebtedness for Borrowed Money borrowed money of Infinity and its Subsidiaries under the Infinity Credit Agreement up to an aggregate principal amount of $1,500,000,000 and the New Infinity Credit Agreements Agreement up to an aggregate principal amount of $2,000,000,000,(vii2,000,000,000 and (v) unsecured Indebtedness for Borrowed Money borrowed money incurred by Blockbuster Inc. and (viii) Indebtedness for Borrowed Money of Viacom International Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6(a) (but not any refinancing, refunding or other replacement thereof).Inc.."

Limitation on Subsidiary Indebtedness. CBS will The Company shall not suffer or permit any of its Subsidiaries to Foreign Obligor or any Subsidiary that is not a Loan Party to, create, incur, assume or assume, suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness for Borrowed Money incurred pursuant to this Agreement; (b) Indebtedness incurred in the ordinary course of business in respect of (i) any surety bonds, performance bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature and (ii) workers’ compensation, social security, health, disability or other employee benefits or property, casualty or liability insurance; (c) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (d) Indebtedness consisting of Contingent Obligations; (e) Indebtedness existing on the Closing Date and set forth in Schedule 7.05, and any Refinancing Indebtedness with respect thereto; (f) Indebtedness secured by Liens permitted by Section 7.01(j); (g) Intercompany Indebtedness; provided, however, that in the event of any subsequent issuance or transfer of any capital stock which includes, for results in the purposes holder of such Indebtedness ceasing to be a Subsidiary of the Company or any subsequent transfer of such Indebtedness (other than to the Company or any of its Subsidiaries) such Indebtedness shall be required to be permitted under another clause of this Section 5.6, any preferred stock), except 7.05; (h) Indebtedness arising out of purchase price adjustments or similar obligations (including earnout obligations) and customary indemnification obligations incurred in connection with an Acquisition; (i) Indebtedness for Borrowed Money consisting of CBS Broadcasting Inc. outstanding on the Original Closing Date and financing of insurance premiums or take or pay obligations contained in supply arrangements, in each case, incurred in the approximate amounts set forth on Schedule 5.6 ordinary course of business; (but not any refinancing, refunding or other replacement thereof), (ii) Excluded Indebtedness, (iii) Leveraged Spin-Off Indebtedness, (ivj) Indebtedness of any Subsidiary Borrower under this Agreement, (v) Indebtedness for Borrowed Money incurred on any date when, after giving effect thereto, the aggregate principal amount of Indebtedness for Borrowed Money incurred pursuant to this clause Section 8a of the German Old Age Employees Retirement Act (vAltersteilzeitgesetz) that is outstanding on such date or Section 7e of the Fourth Book of the German Social Code (it being understood that, for the purposes of this clause Sozialgesetzbuch (vSGB) – Viertes Buch (IV), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed consolidated EBITDA of Infinity and its consolidated Subsidiaries ); (determined in a manner comparable to that set forth in the definition of "Consolidated EBITDA") for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Indebtedness for Borrowed Money incurred by Infinity or any of its consolidated Subsidiaries, the then actual aggregate outstanding balances of Indebtedness for Borrowed Money incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries, provided that the aggregate outstanding principal amount of Indebtedness for Borrowed Money incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries shall not exceed $800,000,000 at any time,(vi) Indebtedness for Borrowed Money of Infinity and its Subsidiaries under the Infinity Credit Agreement up to an aggregate principal amount of $1,500,000,000 and the New Infinity Credit Agreements up to an aggregate principal amount of $2,000,000,000,(vii) unsecured Indebtedness for Borrowed Money incurred by Blockbuster Inc. and (viii) Indebtedness for Borrowed Money of Viacom International Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6(a) (but not any refinancing, refunding or other replacement thereofk).

Limitation on Subsidiary Indebtedness. CBS will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness for Borrowed Money (which includes, for the purposes of this Section 5.6, any preferred stock), except (i) Indebtedness for Borrowed Money of CBS Broadcasting Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6 (but not any refinancing, refunding or other replacement thereof), (ii) Excluded Indebtedness, (iii) Leveraged Spin-Off Indebtedness, (iv) Indebtedness of any Subsidiary Borrower under this Agreement, (v) Indebtedness for Borrowed Money incurred on any date when, after giving effect thereto, the aggregate principal amount of Indebtedness for Borrowed Money incurred pursuant to this clause (v) that is outstanding on such date (it being understood that, for the purposes of this clause (v), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed the greater of (x) $750,000,000 and (y) consolidated EBITDA of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of "Consolidated EBITDA") for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Indebtedness for Borrowed Money incurred by Infinity or any of its consolidated Subsidiaries, the then actual aggregate outstanding balances of Indebtedness for Borrowed Money incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries, provided that the aggregate outstanding principal amount of Indebtedness for Borrowed Money incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries shall not exceed $800,000,000 300,000,000 at any time,(vitime and (vi) Indebtedness for Borrowed Money of Infinity and its Subsidiaries under the Infinity Credit Agreement up to an aggregate principal amount of $1,500,000,000 and the New Infinity Credit Agreements up to an aggregate principal amount of $2,000,000,000,(vii) unsecured Indebtedness for Borrowed Money incurred by Blockbuster Inc. and (viii) Indebtedness for Borrowed Money of Viacom International Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6(a) (but not any refinancing, refunding or other replacement thereof).1,500,000,000. 54 50

Limitation on Subsidiary Indebtedness. CBS will The Borrower ------------------------------------- shall not permit any of its Subsidiaries to create, incur, assume or suffer to exist in any manner any Indebtedness for Borrowed Money (which includes, for other than that outstanding on the purposes date of this Agreement; provided, that nothing contained in this Section 5.6, any preferred stock), except 6.4 shall -------- prohibit (i) any Indebtedness for Borrowed Money of CBS Broadcasting Inc. any Subsidiary of the Borrower outstanding on at the Original Closing Date time such Subsidiary becomes a Subsidiary of the Borrower and not incurred in contemplation thereof, as long as the approximate amounts set forth on Schedule 5.6 (but outstanding amount of the Indebtedness remains the sole obligation of such Subsidiary and as long as the outstanding amount of such Indebtedness is not any refinancing, refunding or other replacement thereof)voluntarily increased by such Subsidiary after the date such Subsidiary becomes a Subsidiary of the Borrower, (ii) Excluded Indebtednessany Indebtedness of any Subsidiary of the Borrower permitted under Section 6.7 hereof, (iii) Leveraged Spin-Off Indebtednessany Indebtedness of any Subsidiary secured by a Permitted Lien, provided that such Indebtedness does not exceed the value of the assets or -------- property subject to such Permitted Lien, (iv) any Indebtedness owing directly or indirectly to the Borrower or a Collateral Subsidiary by a Subsidiary of any Subsidiary Borrower under this Agreementthe Borrower, and (v) any Indebtedness for Borrowed Money incurred on any date when, after giving effect thereto, not otherwise permitted by the aggregate principal amount of Indebtedness for Borrowed Money incurred pursuant to this clause (v) that is outstanding on such date (it being understood that, for the purposes of this clause (v), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed consolidated EBITDA of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of "Consolidated EBITDA") for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Indebtedness for Borrowed Money incurred by Infinity or any of its consolidated Subsidiaries, the then actual aggregate outstanding balances of Indebtedness for Borrowed Money incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiariesforegoing clauses, provided that the aggregate amount at any time outstanding principal amount for all Subsidiaries of the Borrower of (A) such Indebtedness for Borrowed Money and (B) the Indebtedness incurred pursuant to this under the preceding clause (viii) by Subsidiaries other than Infinity and its consolidated Subsidiaries shall not exceed $800,000,000 at any time,(vi) Indebtedness for Borrowed Money of Infinity and its Subsidiaries under the Infinity Credit Agreement up to an aggregate principal amount of $1,500,000,000 and the New Infinity Credit Agreements up to an aggregate principal amount of $2,000,000,000,(vii) unsecured Indebtedness for Borrowed Money incurred by Blockbuster Inc. and (viii) Indebtedness for Borrowed Money of Viacom International Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6(a) (but not any refinancing, refunding or other replacement thereof)10,000,000.

Limitation on Subsidiary Indebtedness. CBS will The Company shall not permit any of its the Subsidiaries of the Company to create, incur, assume or suffer to exist any Indebtedness, except: Indebtedness for Borrowed Money (of any Subsidiary to the Company or any other Subsidiary; Indebtedness of a corporation which includesbecomes a Subsidiary after the date hereof, for the purposes of this Section 5.6, any preferred stock), except provided that (i) such indebtedness existed at the time such corporation became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such corporation by the Company no Default or Event of Default shall have occurred and be continuing; or additional Indebtedness of Subsidiaries of the Company not exceeding $125,000,000 in aggregate principal amount at any one time outstanding. Limitation on Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: Liens, if any, securing the obligations of the Company under this Agreement and the Notes; Liens for Borrowed Money of CBS Broadcasting Inc. outstanding taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Original books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP; carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property or any material improvements to the property listed on Schedule V after the Closing Date and in that the approximate amounts set forth on Schedule 5.6 amount of Indebtedness secured thereby is not increased; Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (but not any refinancing, refunding i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or other replacement thereof)capital assets, (ii) Excluded Indebtedness, such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) Leveraged Spin-Off Indebtedness, (iv) Indebtedness of any Subsidiary Borrower under this Agreement, (v) Indebtedness for Borrowed Money incurred on any date when, after giving effect thereto, the aggregate principal amount of Indebtedness for Borrowed Money incurred pursuant to this clause (v) that is outstanding on such date (it being understood that, for the purposes of this clause (v), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed consolidated EBITDA of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of "Consolidated EBITDA") for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of secured by any such Indebtedness for Borrowed Money incurred by Infinity Lien shall at no time exceed 80% of the original purchase price of such property; Liens on the property or any assets of its consolidated Subsidiaries, a corporation which becomes a Subsidiary after the then actual aggregate outstanding balances of Indebtedness for Borrowed Money incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiariesdate hereof, provided that (i) such Liens existed at the aggregate outstanding principal time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets after the time such corporation becomes a Subsidiary and (iii) the amount of Indebtedness for Borrowed Money incurred pursuant to secured thereby, if any, is not increased; Liens on the Headquarters, Riverview Square, the Waterside Garage, the Green Bay Facility, the Clocktower Building and the Waterside Building; or Liens not otherwise permitted under this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries shall subsection 7.3 securing obligations in an aggregate amount not exceed $800,000,000 exceeding at any time,(vi) Indebtedness for Borrowed Money time 10% of Infinity and its Subsidiaries under Consolidated Net Tangible Assets as at the Infinity Credit Agreement up to an aggregate principal amount end of $1,500,000,000 and the New Infinity Credit Agreements up to an aggregate principal amount immediately preceding fiscal quarter of $2,000,000,000,(vii) unsecured Indebtedness for Borrowed Money incurred by Blockbuster Inc. and (viii) Indebtedness for Borrowed Money of Viacom International Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6(a) (but not any refinancing, refunding or other replacement thereof)Company.