Common use of Commitments Clause in Contracts

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to and upon the terms and conditions hereof herein set forth, (i) each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower on the Closing Date (or, to the extent applicable, the RPS Closing Date, as set forth the below), which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and relying in the aggregate shall not exceed $825,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iii) shall not exceed in the aggregate the Total Initial Term Loan Commitments. Notwithstanding anything to the contrary contained in the foregoing Section 2.1(a) solely in the event that the RPS Acquisition is not consummated on the Closing Date, a portion of the Initial Term Loans equal to the aggregate amount of Delayed Draw Term Loan Commitments shall be made available to the Borrower on a delayed draw basis (through the earlier of: (x) any date on which the Borrower reasonably determines in a written notice to the Administrative Agent that the RPS Acquisition will not be consummated and (y) January 29, 2014) and, in such event, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan or loans (each, a “Delayed Draw Term Loan”) to the Borrower on the RPS Closing Date. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. Upon the funding of the Delayed Draw Term Loans on the RPS Closing Date, the Delayed Draw Term Loans shall automatically and without further action by any Person constitute Initial Term Loans for all purposes of this Agreement and the other Credit Documents. (i) Subject to and upon the representations terms and warranties conditions herein set forth, each Revolving Credit Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans denominated in Dollars, Euros or an Alternative Currency to CBS the Borrower as elected by the Borrower pursuant to Section 2.2 from its applicable lending office in an aggregate Dollar Equivalent principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that any of the foregoing such Revolving Credit Loans: (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof (for this purpose using the Dollar Equivalent of all Revolving Credit Loans), (D) shall not, for any Subsidiary BorrowerLender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class at such time exceeding such Lender’s Revolving Credit Commitment in respect of such Class at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (ii) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that, (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower in Dollars, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained in this Agreement, CBS may request from time to time that application of the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess proceeds thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase result at any time in the Total aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be effected by CBS (x) requesting one repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this AgreementBorrower, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Revolving Credit Lenders stating that a time when no Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Credit Lender that all then-outstanding Swingline Loans shall be true and correct funded with a Borrowing of Revolving Credit Loans denominated in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier dateDollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such representations and warranties Borrowing, a “Mandatory Borrowing”) shall be true made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to i) that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon Mandatory Borrowing may not comply with the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder minimum amount for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount each Borrowing specified in its Additional Lender Agreement; andSection 2.2, Schedule 1.1 shall(ii) whether any conditions specified in Section 7 are then satisfied, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with whether a Default or an Event of Default has occurred and is continuing, (iv) the execution by an Increasing Lender date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a Commitment Increase Supplement or by an Additional Lender proceeding under the Bankruptcy Code in respect of an Additional Lender AgreementHoldings), the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding each Revolving Credit Loans, and Lender hereby agrees that it shall forthwith purchase from the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure Lender (without recourse or warranty) such participation of the Lenders, outstanding Swingline Loans as shall be required necessary to cause the aggregate outstanding Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal amount and interest payable on such Swingline Loans shall be for the account of the Outstanding Revolving Extensions of Credit of each Swingline Lender (including each such Increasing Lender and Additional Lender) until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be proportional payable to such Lender’s share Lender purchasing same from and after such date of the Total Commitment after giving effect to the increase thereofpurchase.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,650,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitment. (b) Subject to and upon the terms and conditions herein set forth, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Borrower from time to time after the Closing Date until, but not including, the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans (i) shall not exceed, for any such Lender, the Available Delayed Draw Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Delayed Draw Term Loan Commitment, (iii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all such Delayed Draw Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Delayed Draw Term Loans of the same Type and (iv) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not jointlybe reborrowed. Notwithstanding anything to the contrary in this Agreement, the Delayed Draw Term Loans (if and when funded) shall be added to and a part of the Initial Term Loans, shall have the same terms as the Initial Term Loans and the Initial Term Loans and the Delayed Draw Term Loans shall be treated as part of a single class of Initial Term Loans for all purposes, except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable Delayed Draw Funding Date thereof. (c) Subject to and upon the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to CBS or the Borrower from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any Subsidiary Borrowertime outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Maturity Date, subject (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans may by each of the Lenders pursuant to the termssame Borrowing shall, conditions unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and limitations set forth hereinreborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties Subject to and Lenders under this Agreementupon the terms and conditions herein set forth, provided, that, in the case of this clause (y), the Administrative Agent shall have consented each Cashless Option Lender severally agrees to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at exchange its Existing Term Loan for a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding like principal amount of Tranche B-1 Term Loans (or such lesser amount as determined by the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional LenderAmendment No. 1 Arrangers) to be proportional to such Lender’s share of on the Total Commitment after giving effect to the increase thereof.Amendment No. 1

Commitments. (a) Subject to the terms and conditions hereof set forth herein: (a) each Lender agrees, severally and relying upon not jointly, to make Initial Term A Loans in Dollars to the representations Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan Commitment (as reduced from time to time in accordance with Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings of Initial Term A Loans, (ii) each Borrowing of Initial Term A Loans shall reduce the Initial Term A Loan Commitments in accordance with Section 2.08(a) and warranties herein set forth(iii) all Initial Term A Loans (if and when funded) shall have the same terms and shall be treated as a single Class for all purposes, except that interest on each Borrowing of Initial Term A Loans shall commence to accrue from the date of funding thereof, (b) each Lender agrees, severally and not jointly, to make Revolving Credit Facility Loans of a Class in Dollars and, from and after the Spinoff Date, any Alternative Currency to CBS or any Subsidiary Borrower, at any time and the applicable Borrower from time to time on and after during the Effective Date and until the earlier Availability Period in an aggregate Dollar Equivalent amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or (aii) the Business Day immediately preceding Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Maturity Exposure shall be permitted to be outstanding prior to the Spinoff Date and (by) no Revolving Facility Loans may be made prior to the termination in full of the Commitment of such LenderInitial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower Borrowers may borrow, prepay and reborrow Revolving Credit Loans on Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and after the Effective Date and prior to the Revolving Credit Maturity Datenot jointly, subject to the terms, terms and conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this the applicable Incremental Assumption Agreement, and to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Commitment shall be the amount specified in its Additional Lender Agreement; Incremental Commitment, and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iiid) Concurrently with the execution by an Increasing Lender amounts of a Commitment Increase Supplement Term Loans borrowed under Section 2.01(a) or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender Section 2.01(c) that are repaid or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall prepaid may not be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofreborrowed.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to Merger Sub on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $500,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans denominated in Dollars to CBS the Borrower from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Subsidiary BorrowerLender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained in this Agreement, CBS may request from time to time that application of the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess proceeds thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase result at any time in the Total aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be effected by CBS (x) requesting one or more of repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)Borrower, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Revolving Credit Lenders stating that a time when no Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Credit Lender that all then-outstanding Swingline Loans shall be true and correct in all material respects on and as funded with a Borrowing of such time (except to the extent such representations and warranties expressly relate to an earlier dateRevolving Credit Loans, in which case such representations and warranties (i) Revolving Credit Loans constituting ABR Loans shall be true made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to i) that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Increasing Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender. Upon , any Mandatory Borrowing cannot for any reason be made on the effectiveness date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such Increasing Lender’s increase participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, Schedule 1.1 shallthe “Non-Expiring Credit Commitments”), without further actionthen with respect to each outstanding Swingline Loan, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been if consented to by the Administrative Agent Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory be deemed reallocated to the Administrative Agent tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (an “Additional Lender Agreement”)x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, which agreement immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall specifybe repaid or Cash Collateralized and (y) notwithstanding the foregoing, among other thingsif a Default or Event of Default has occurred and is continuing, its the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment hereunderor if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the execution by maturity date of any tranche of Revolving Credit Commitments, the Administrative Agent, CBS sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shallBorrower, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderthe consent of any other Person.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) (i) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, having a Tranche A Term Loan Commitment severally and not jointly, agrees to make Revolving Credit a loan or loans (each a “Tranche A Term Loan”) to the Borrower in Dollars, which Tranche A Term Loans to CBS or shall not exceed for any Subsidiary Borrower, at any time and from time to time on and after such Lender the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Tranche A Term Loan Commitment of such Lender; and Such Tranche A Term Loans (i) shall be made on the Effective Date, (ii) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans, provided that all such Tranche A Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche A Term Loans of the same Type, (iii) may be repaid or prepaid in an aggregate principal amount at any time outstanding accordance with the provisions hereof, but once repaid or prepaid, may not to exceed such Lender’s Commitmentbe reborrowed, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure (iv) shall not exceed for any such Lender the Total Commitment then Tranche A Term Loan Commitment, of such Lender and (v) shall not exceed in effectthe aggregate the total of all Tranche A Term Loan Commitments. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after On the Effective Date and prior to the Revolving Credit Tranche A Term Loan Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment all Tranche A Term Loans shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, repaid in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)full. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agreesagrees (a) to make (i) a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount not exceeding its Tranche B Commitment and (ii) a Tranche B Term Loan to the Borrower on the Amendment No. 1 Effective Date in a principal amount not exceeding its Additional Tranche B Commitment, severally and not jointly(b) if requested by the Borrower, to make Revolving Credit Loans to CBS the Borrower on the Closing Date in a principal amount not exceeding the aggregate amounts specified or any Subsidiary Borrower, at any time referred to in the definition of the term “Permitted Initial Revolving Loan Borrowing Purposes” and (c) to make Revolving Loans to the Borrower following the Closing Date and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding during the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan Exposure exceeding such Lender’s Revolving Commitment (taking into account any Revolving Loans borrowed on the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Closing Date, subject to the terms, conditions and limitations set forth herein. ) (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, thatand, in the case of this clause (y), the Administrative Agent shall have consented to any Swingline Lender or Issuing Bank unless waived by such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, Person in its sole and absolute discretion, to increase that will not result in the aggregate amount of the Revolving Loans and Swingline Loans funded by such Person, when aggregated with the face amount of all Letters of Credit issued by such Person, exceeding the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”Person’s Revolving Commitment), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory . Subject to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto terms and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders conditions set forth in this Agreementherein, and its Commitment shall be (i) the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such CommitmentAmendment No. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.3

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make Initial Term Loans denominated in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,590,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) [Reserved]. (c) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly, jointly agrees to make Revolving Credit Loans denominated in Dollars to CBS or the Borrower from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any Subsidiary Borrowertime outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Maturity DateDate of such Revolving Credit Commitment, subject to (B) may, at the termsoption of the Borrower be incurred and maintained as, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreementand/or converted into, CBS may request from time to time ABR Loans or Term SOFR Loans that the Total Commitment be increased are Revolving Credit Loans; provided that all Revolving Credit Loans made by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more each of the Lenders pursuant to increase their respective Commitments and/or the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (yC) arranging may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for one or more banks or financial institutions not parties hereto any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (each an “Other Lender”E) shall not, after giving effect thereto and to become parties to and Lenders under this Agreementthe application of the proceeds thereof, provided, that, result at any time in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the aggregate amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and Lenders’ Revolving Credit Exposures at such time exceeding the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause Total Revolving Credit Commitment then in effect or the aggregate outstanding principal amount of the Outstanding Revolving Extensions Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional Commitment with respect to such Lender’s share of the Total Commitment after giving effect to the increase thereofClass.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees(acting through any of its branches or affiliates) severally, severally and but not jointly, agrees to make Revolving Credit Loans (other than Swingline Loans which shall be governed by Section 2.09) in U.S. dollars to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan Exposure exceeding such Lender’s Commitment or (ii) the Total Facility Exposure shall not exceed total Revolving Credit Exposures exceeding the Total Commitment then in effecttotal Commitments. Each Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay repay and reborrow Revolving Credit Loans on the Loans. (b) On the terms and after conditions set forth herein, upon the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that Pre-Petition Loans held by the Total Commitment be increased by an amount not less than $50,000,000 Pre-Petition Lenders which are also Lenders (or a whole multiple Affiliates of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment Lenders) hereunder shall be effected by CBS automatically substituted and exchanged for (xand repaid by) requesting one or more of Loans hereunder on a dollar-for-dollar basis (and such Pre-Petition Loans shall be deemed refinanced on the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to Effective Date, and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred constitute and be continuing and when each of the representations and warranties made by CBS in Article III shall deemed to be true and correct in all material respects on and Loans hereunder as of such time date) and (except to ii) the extent such representations and warranties expressly relate to an earlier date, in DIP Loans held by the DIP Lenders which case such representations and warranties are also Lenders (or Affiliates of Lenders) hereunder shall be true automatically substituted and correct in exchanged for (and repaid by) Loans hereunder on a dollar-for-dollar basis (and such DIP Loans shall be deemed refinanced on the Effective Date, and shall constitute and shall be deemed to be Loans for all material respects purposes hereunder and under the other Loan Documents as of such earlier date). ) (the loans in clause (i) and clause (ii) If any Lender is willingcollectively, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing LenderExisting Loans”). Without limiting the foregoing, it such Existing Loans shall enter into a written agreement to be allocated among the Lenders based on each Lender’s Applicable Percentage. The parties hereto acknowledge and agree that effect with CBS on the Effective Date, any accrued and unpaid interest (other than, for the avoidance of doubt, the Specified Default Interest (as defined in the Prepackaged Plan) and fees due in respect of the DIP Loans, the Pre-Petition Loans and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement Existing Letters of Credit) shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderconstitute Indebtedness.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, having a Term Loan Commitment severally and not jointly, agrees to make a loan or loans (each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be made on the Closing Date and on any other single date during the Term Loan Availability Period, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans, provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid in accordance with the provisions hereof, but once repaid, may not be reborrowed, (iv) shall not exceed for any such Lender the Term Loan Commitment of such Lender and (v) shall not exceed in the aggregate the Total Term Loan Commitment. On the Term Loan Maturity Date, all Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan or loans (each a "Revolving Credit Loan" and, collectively, the "Revolving Credit Loans") to the Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to CBS time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Revolving Credit Loans, provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Subsidiary Borrowersuch Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Revolving Credit Commitment Percentage and (y) the sum of (I) the aggregate Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Credit Commitment of such Lender at such time and (v) shall not, after giving effect thereto and to the application of the proceeds thereof, exceed for all Lenders at any time outstanding the aggregate principal amount that, when added to the sum of (x) the Letter of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, equals the Total Revolving Credit Commitment then in effect. On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, Chase in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the termsBorrower, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained application of the proceeds thereof, exceed in this Agreementthe aggregate at any time outstanding the principal amount that, CBS may request from time when added to time that the aggregate principal amount of all Revolving Credit Loans then outstanding and all Letter of Credit Outstandings at such time, equals the Total Revolving Credit Commitment then in effect and (v) may be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 repaid and reborrowed in excess thereofaccordance with the provisions hereof. On the Swingline Maturity Date, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment each outstanding Swingline Loan shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, repaid in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent full. Chase shall not be unreasonably withheld. In no event may make any Lender’s Commitment be increased without Swingline Loan after receiving a written notice from the prior written consent of such Lender. The Total Commitment may only be increased at Borrower or any Lender stating that a time when no Default or Event of Default exists and is continuing until such time as Chase shall have occurred and be continuing and when each received written notice of (i) rescission of all such notices from the representations and warranties made by CBS party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in Article III accordance with the provisions of Section 13.1. (d) On any Business Day, Chase may, in its sole discretion, give notice to the Lenders that all then-outstanding Swingline Loans shall be true and correct in all material respects on and as funded with a Borrowing of such time (except to the extent such representations and warranties expressly relate to an earlier dateRevolving Credit Loans, in which case a Borrowing of Revolving Credit Loans constituting ABR Loans (each such representations and warranties Borrowing, a "Mandatory Borrowing") shall be true made on the immediately succeeding Business Day by all Lenders pro rata based on each Lender's Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to Chase to repay Chase for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder and in the manner specified in the preceding sentence and on the date specified to it in writing by Chase notwithstanding (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to i) that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon Mandatory Borrowing may not comply with the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder minimum amount for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount each Borrowing specified in its Additional Lender Agreement; andSection 2.2, Schedule 1.1 shall(ii) whether any conditions specified in Section 7 are then satisfied, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with whether a Default or an Event of Default has occurred and is continuing, (iv) the execution by an Increasing Lender date of a Commitment Increase Supplement such Mandatory Borrowing or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lenderv) to be proportional to such Lender’s share of any reduction in the Total Commitment after giving effect any such Swingline Loans were made. In the event that, in the sole judgment of Chase, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender hereby agrees that it shall forthwith purchase from Chase (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of Chase until the date the respective participation is purchased and, to the increase thereofextent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase.

Commitments. (aA) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreesBank severally agrees to make a loan or loans to the Borrower, severally and not jointlywhich loans shall be drawn, to make the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Credit Loans Loan Facility, as set forth below: (a) each loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be incurred by the Borrower on a single date occurring on or after the Effective Date and on or prior to CBS or any Subsidiary ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time. Once repaid, Term Loans may not be reborrowed. (b) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Initial Borrowing Date and prior to the Revolving Credit Loan Maturity Date, subject to (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, may, at the termsoption of the Borrower, conditions be incurred and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreementmaintained as, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 and/or converted into, Base Rate Loans or a whole multiple of $25,000,000 in excess thereofEurodollar Loans, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties all Revolving Loans made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 same Borrowing shall, without further actionunless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be deemed to have been amended to reflect such Commitment. Each Other Lender which executes repaid and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently reborrowed in accordance with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreementprovisions hereof and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause when combined with (I) the aggregate outstanding principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's RL Percentage, if any, of the Outstanding Revolving Extensions Letter of Credit Outstandings (exclusive of each Lender (including each Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Revolving Loans) at such Increasing Lender and Additional Lender) to be proportional to time, equals the Revolving Loan Commitment, if any, of such Lender’s share of the Total Commitment after giving effect to the increase thereofBank at such time.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agreesLender, severally and not jointly, agrees to make Revolving Credit Global Loans to CBS the Borrowers in U.S. Dollars or any Subsidiary Borrower, at any time and in one or more Alternative Currencies from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment, providedor (ii) the sum of the total Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower Borrowers may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth hereinGlobal Loans. (ib) Notwithstanding anything to At any time during the contrary contained in this AgreementAvailability Period, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in if no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each at such time, the Company may, if it so elects, increase the aggregate amount of the representations Commitments, either by designating a Person not theretofore a Lender and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except acceptable to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, the Issuing Bank and the Swingline Lender (such acceptances not to be unreasonably withheld) to become a Lender or by agreeing with an existing Lender that such Lender’s Commitment shall be so increased. Upon execution and delivery by the Borrowers and such Lender or other Person of an instrument of assumption in form and substance amount reasonably satisfactory to the Administrative Agent (Agent, such existing Lender shall have a “Commitment Increase Supplement”), which agreement as therein set forth or such other Person shall specify, among other things, become a Lender with a Commitment as therein set forth and all the amount rights and obligations of the increased Lender with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to which shall promptly notify the Administrative Agent other Lenders, (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon ii) the execution by the Administrative Agent, CBS and such Other Lender aggregate amount of such Additional Lender Agreement, such Other Lender increase which is effective on any day shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreementat least $10,000,000, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently the aggregate amount of the Commitments shall at no time exceed $2,000,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.01(b), within five Business Days in the case of the ABR Loans outstanding, and at the end of the then current Interest Period with respect thereto in the execution by an Increasing Lender case of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreementthe Loans comprising each Eurocurrency Borrowing then outstanding, the Borrowers shall make prepay such borrowings Loans in their entirety, and, to the extent the Company elects to do so and subject to the conditions specified in Article 4, the Borrowers shall reborrow Loans from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required Lenders in proportion to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment their respective applicable Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the increase thereofLenders in such proportion.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each the Lender agrees, severally and not jointly, agrees to make Revolving Credit one or more Term Loans to CBS or any Subsidiary Borrower, at any time and from time to time the Borrower (i) on and after the Effective Date and until (ii) prior to the earlier Term Loan Commitment Termination Date, proceeds of (awhich shall be used by the Borrower in accordance with the provisions of Section 6.01(r) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lenderhereof, in an aggregate principal amount at any time outstanding not to exceed such the amount of the Lender’s Total Term Loan Commitment. (b) Notwithstanding the foregoing, provided(i) the aggregate principal amount of any Tranche made on any borrowing date shall not be less than Two Hundred and Fifty Thousand Dollars ($250,000), that after giving effect to each Revolving Credit Loan the Total Facility Exposure and shall not exceed the lesser of the undrawn Total Term Loan Commitment at such time and the Maximum Tranche Amount with respect to any applicable Insurance Premium Loans being acquired by the Borrower with the proceeds of such Tranche, and (ii) the aggregate principal amount of all Tranches made at any time pursuant to this Agreement shall not exceed the lesser of (x) the Total Term Loan Commitment then in effect. Each Borrower may borrow, prepay effect and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions an amount which will not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreementresult in any Borrowing Base Deficit existing at such time, provided, that, in the case for purposes of this clause (ySection 2.01(b), the Administrative Agent shall have consented to such Other Lender, which consent related PIK Interest Amount shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without included in the prior written consent principal amount of such LenderTranche. The Total Commitment may only be increased at a time when no Default Any amounts paid directly or Event of Default shall have occurred indirectly by the Agents and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except Lender to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties Collateral Value Insurer or the Contingent Collateral Value Insurer for coverage under the Collateral Value Policy or the Contingent Collateral Value Policy shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto be, and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on of this Agreement be treated as, Term Loans made to the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such CommitmentBorrower hereunder. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding Any principal amount of the Outstanding Revolving Extensions Loan which is repaid or prepaid may not be reborrowed. The Total Term Loan Commitment shall be permanently reduced immediately and without further action on the date of Credit funding of each Term Loan in an amount equal to such funded Term Loan. In the event there is more than one Lender (including hereunder, each such Increasing Lender Lender’s Term Loan Commitment shall be permanently reduced immediately and Additional Lender) to be proportional without further action on the date of funding of each Term Loan in an amount equal to such Lender’s share Pro Rata Share of such funded Term Loan. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Total Term Loan Commitment Termination Date after giving effect to the increase thereoffunding of such Lender’s Term Loan Commitment, if any, on such date.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, (a) to make Term Loans to the Borrowers (allocated among the Borrowers as specified in the Borrowing Requests with respect thereto) on the Closing Date in an aggregate principal amount not to exceed its Term Loan Commitment, (b) to make Revolving Credit Loans to CBS or any Subsidiary Borrowerthe Borrowers, at any time and from time to time on and after the Effective Date Closing Date, and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Revolving Credit Commitment of such LenderLender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment and (c) if such Lender has an Incremental Term Loan Commitment, to make Incremental Term Loans to the applicable Borrower, in an aggregate principal amount not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit its Incremental Term Loan Commitment on the Total Facility Exposure shall not exceed date or dates determined in accordance with Section 2.24. Within the Total Commitment then limits set forth in effect. Each Borrower may borrow, prepay clause (b) of the preceding sentence and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) , the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS herein (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (ywithout affecting any other provision hereof), the Administrative Agent shall have consented funded portion of each Term Loan to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without made on the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other thingsi.e., the amount advanced in cash to the Borrowers on the Closing Date) shall be equal to 99.5% of the increased Commitment principal amount of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and Loan (it being agreed that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and be obligated to pay the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding entire principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofLoan as provided in Section 2.11).

Commitments. (a) Subject to the terms and conditions hereof set forth herein, each Term Lender having an Initial Term Loan Commitment severally (i) with respect to its Exit Prepetition Continued Loans, continued its loans constituting Term Loan Claims (as defined in the Reorganization Plan) as loans to the Borrower hereunder in Dollars in an aggregate amount not exceeding any such Term Lender’s Exit Prepetition Continued Loan Commitment and relying (ii) with respect to its Exit DIP Converted Loans, was deemed to have made loans to the Borrower hereunder in Dollars in an aggregate amount not exceeding any such Term Lender’s Exit DIP Converted Loan Commitment, in each case, on a several and not joint basis (such continued loans and loans deemed made hereunder, collectively, the “Initial Term Loans” and each, an “Initial Term Loan”). Amounts repaid or prepaid in respect of Initial Term Loans may not be reborrowed. The Initial Term Loan Commitment of each Lender was automatically and permanently reduced to $0 upon the representations continuation and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit deemed making of such ▇▇▇▇▇▇’s Initial Term Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and Date. (b) Subject to the termination of terms and conditions set forth herein (including in Section 4.02 hereof), each Term Lender having an Incremental DDTL Commitment severally, but neither jointly nor jointly and severally, agrees to advance to the Commitment of such LenderBorrowers, in an aggregate a single draw, its respective pro rata share of Incremental DDTL Loans in a principal amount at any time outstanding not equal to exceed each such Term Lender’s Incremental DDTL Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then . Amounts repaid or prepaid in effect. Each Borrower respect of Incremental DDTL Loans may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lenderreborrowed. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing Incremental DDTL Loans (if and when each of the representations and warranties made by CBS in Article III advanced) shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by made in the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory aggregate as Term Loan to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS Borrowers under this Agreement and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed to constitute a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the principal balance of the Term Loans pursuant to the same terms as all other Term Loans outstanding under this Agreement (except solely with respect to the rights of Incremental DDTL Lenders as expressly set forth in this Agreementthe definition of “Required Lenders” and in Section 9.02 hereof). (c) Notwithstanding anything else herein or otherwise to the contrary, the priority of payment, repayment, and its Commitment prepayment of the Initial Term Loans and the Incremental DDTL Loans, together with all interest, fees, and other amounts payable in respect thereof, shall be the amount specified pro rata and pari passu in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderall respects.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject FACILITY A REVOLVING COMMITMENT. On and after the Closing Date and prior to the Facility A Termination Date, upon the terms and conditions hereof set forth in this Agreement and relying in reliance upon the representations and warranties of Borrower herein set forth, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans Advances to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time on in amounts not to exceed in the aggregate at any one time outstanding the amount of its Facility A Commitment PROVIDED that (A) if any Facility Letters of Credit are issued and after outstanding or drawn and unreimbursed, the Effective Date and until aggregate availability under the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination Facility A Commitments of the Lenders shall be reduced by the aggregate amount of the Facility Letter of Credit Obligations for as long as, and to the extent that, they remain outstanding or unreimbursed, and the availability under the Facility A Commitment of such Lendereach Lender shall accordingly be reduced on a PRO RATA basis in accordance with its Pro Rata Share, (B) in an no event may the aggregate principal amount at any time of all outstanding not to Facility A Advances and the aggregate amount of all Facility Letter of Credit Obligations exceed such Lender’s the Aggregate Facility A Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (iC) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment aggregate principal amount of all outstanding Advances at any time exceed $2,500,000,000the Borrowing Base at such time. Any such increase in Subject to the Total Commitment shall be effected by CBS (x) requesting one or more terms of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, providedthe Borrower may borrow, that, in repay and reborrow under Facility A at any time prior to the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such LenderFacility A Termination Date. The Total Commitment may only be increased at a time when no Default or Event of Default Facility A Commitments to lend hereunder shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations expire on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional LenderFacility A Termination Date.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a term loan or loans denominated in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $585,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided, that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then outstanding Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans denominated in Dollars to CBS the Borrower (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided, that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and on or prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided, that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Subsidiary BorrowerRevolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Lender’s Commitment in respect of such Class of Revolving Loans at such time, and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Commitments with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(b), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained in this Agreement, CBS may request from time to time that application of the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess proceeds thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase result at any time in the Total Commitment shall be effected by CBS (x) requesting one or more aggregate amount of the Lenders to increase their respective Commitments and/or Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (yv) arranging for one may be repaid and reborrowed (without premium or more banks or financial institutions penalty) in accordance with the provisions hereof. The Swingline Lender shall not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in make any Swingline Loan after receiving a written notice from the case of this clause (y)Borrower, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Revolving Credit Lenders stating that a time when no Default or Event of Default has occurred and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Lender that all then-outstanding Swingline Loans shall be true and correct in all material respects on and as funded with a Borrowing of such time (except to the extent such representations and warranties expressly relate to an earlier dateRevolving Loans, in which case such representations and warranties (i) Revolving Loans constituting ABR Loans shall be true made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Lender pro rata based on each Revolving Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to i) that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon Mandatory Borrowing may not comply with the effectiveness of such Increasing Lender’s increase minimum amount for each Borrowing specified in CommitmentSection 2.2, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, (ii) whether any conditions specified in form and substance reasonably satisfactory to the Administrative Agent Section 7 are then satisfied (an “Additional Lender Agreement”or waived), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with whether a Default or an Event of Default has occurred and is continuing, (iv) the execution by an Increasing Lender date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, proceeding under the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure Bankruptcy Code in respect of the LendersBorrower), each Revolving Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be required necessary to cause the aggregate outstanding Revolving Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal amount and interest payable on such Swingline Loans shall be for the account of the Outstanding Revolving Extensions of Credit of each Swingline Lender (including each such Increasing Lender and Additional Lender) until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be proportional payable to such Lender’s share Revolving Lender purchasing same from and after such date of the Total Commitment after giving effect to the increase thereofpurchase.

Commitments. (a) Subject to the terms and conditions hereof of this Agreement and relying in reliance upon the representations and warranties of each Borrower herein set forth, each Lender agrees, Bank hereby severally and not jointly, agrees to make Revolving Credit Loans lend to CBS or any Subsidiary Borrower, at any time and the Borrowers from time to time on during the period from and after including the Effective Date and until to but not including the earlier of (a) the Business Day immediately preceding the Revolving Credit Final Maturity Date and (b) the termination its pro rata Share of the Total Commitment. Each Bank's Commitment of such Lenderand the Total Commitment shall expire in full on the Final Maturity Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement, be repaid and, up to but excluding the Final Maturity Date, be reborrowed. The Syndicated Loans and all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no later than the Final Maturity Date. Borrowings on any Funding Date with respect to a Syndicated Loan under this Section 2.01(a) shall be in Dollars, or in the requested Alternative Currency, in an aggregate minimum amount of $10,000,000 (or the Currency Equivalent thereof in any Alternative Currency) and integral multiples, in the case of Loans denominated in Dollars, of $5,000,000 in excess of that amount and, in the case of Loans denominated in an Alternative Currency, in integral multiples of 5,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by any Borrower if the aggregate principal amount at any time of all Loans outstanding not to exceed such Lender’s Commitmenthereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies, provided, that after giving effect to each Revolving Credit the Loan the Total Facility Exposure so requested and all other Loans then requested which have not yet been funded, shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay effect and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If no Syndicated Loan may be borrowed by any Lender is willing, Borrower in its sole and absolute discretion, to increase an Alternative Currency if the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, Currency Equivalent in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount Dollars of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the increase thereofLoan so requested and all other Loans then requested which have not yet been funded, shall exceed $200,000,000. For purposes of determining (A) whether the making of any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to exceed the Total Commitment or (B) whether the making of any Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan denominated in an Alternative Currency for purposes of such a determination at the rate of exchange in effect on such date.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Closing Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Revolving Commitment of such LenderLender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender’s Revolving Exposure exceeding the lesser of (i) an amount equal to such Lender’s Revolving Commitment, provided, that after giving effect (ii) such Lender’s Pro Rata Percentage of an amount equal to each Revolving Credit Loan (A) the Total Facility Exposure Revolving Commitments, minus (B) the LC Exposure, minus (C) the Swingline Exposure, and (iii) such Lender’s Pro Rata Percentage of an amount equal to (A) the Borrowing Base minus (B) the LC Exposure, minus (C) the Swingline Exposure; and (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans that are made by Lenders pursuant to Section 2.01(a) and that are outstanding at any time to Borrower shall not exceed the difference between (A) the lesser of (1) the Borrowing Base and (2) Total Revolving Commitment, and (B) the sum of any outstanding Swingline Loans plus Total LC Exposure. No Revolving Loans shall be made if such Revolving Loans shall cause Undrawn Availability to be less than zero. The Revolving Credit Commitment then in effectof each Lender shall automatically and permanently be reduced to zero on the Maturity Date. Each Within the foregoing limits, Borrower may borrow, prepay repay and reborrow Revolving Credit Loans reborrow, on and or after the Effective Closing Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions provisions and limitations set forth herein. (iii) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that The aggregate principal amount of all Loans and the Total Commitment be increased by an amount LC Exposure outstanding at any time shall not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall exceed the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Revolving Commitments. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by Each Revolving Loan made pursuant to Section 2.02(a) shall either be an Increasing Lender of ABR Revolving Loan or a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Eurodollar Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofLoan.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, (i) each Lender agreeshaving an Initiala Closing Date Term Loan Commitment severally agrees to make InitialClosing Date Term Loans denominated in Dollars to the Borrower on the Closing Date, which InitialClosing Date Term Loans shall not exceed for any such Lender the InitialClosing Date Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000 and820,000,000, (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment ▇▇. ▇ ▇▇▇ ▇▇▇▇ Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not jointlyexceed $400,000,000.400,000,000 and (iii) each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 3 Effective Date, which Amendment No. 3 New Term Loans shall not exceed for any such Lender the Amendment No. 3 New Term Commitment of such Lender and in the aggregate shall not exceed $300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the InitialClosing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans and Amendment No. 3 New Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to CBS the Borrower (on a joint and several basis) from its applicable lending office in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Subsidiary BorrowerAlternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained application of the proceeds thereof, result at any time in this Agreementthe aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, CBS the Swingline Lender may request from time require, in its sole discretion, as a condition precedent to time the issuance, amendment or increase of any Swingline Loan, that the Total Commitment be increased by Borrower Cash Collateralize such Swingline Loan in an amount not less than $50,000,000 equal to the Swingline Lender’s Fronting Exposure immediately prior to, or a whole multiple simultaneously with, the issuance, amendment or increase of $25,000,000 in excess thereofsuch Swingline Loan. On the Swingline Maturity Date, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment all Swingline Loans shall be effected by CBS (x) requesting one or more of repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)Borrower, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Lenders stating that a time when no Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Credit Lender that all then-outstanding Swingline Loans shall be true and correct funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier dateaccordance with this Section 2.1(d)), in which case such representations and warranties (i) Revolving Credit Loans constituting ABR Loans shall be true made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in all material respects as the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such earlier dateMandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (iie) If any Revolving Credit Lender is willing, in its sole and absolute discretion, fails to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Commitment Increase SupplementNon-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), which agreement shall specifythen with respect to each outstanding Swingline Loan, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been if consented to by the Administrative Agent Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory be deemed reallocated to the Administrative Agent tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (an “Additional Lender Agreement”)x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, which agreement immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall specifybe repaid or Cash Collateralized and (y) notwithstanding the foregoing, among other thingsif a Default or Event of Default has occurred and is continuing, its the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment hereunderor if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the execution by maturity date of any tranche of Revolving Credit Commitments, the Administrative Agent, CBS sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shallBorrower, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderthe consent of any other Person.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreesagrees severally, severally and not jointly, to make Revolving Credit Loans a Loan to CBS or any Subsidiary BorrowerBorrower in dollars in a principal amount equal to 98.0% of its Commitment in respect of Term B Loans. Notwithstanding anything to the contrary herein and for the avoidance of doubt, at any time and from time the principal amount of each Term B Loan owing to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination each Lender as of the Funding Date for such Loan (before giving effect to any subsequent repayments) shall be an amount equal to such Lender’s Commitment in respect of which Term B Loan was made irrespective that the amount funded on the applicable Funding Date is 98.0% of such LenderCommitment. Amounts paid or prepaid in respect of Term B Loans may not be reborrowed. The Term B Loans shall be available, subject to the terms and conditions hereof, in two drawings: (i) an initial drawing on the Closing Date in an aggregate principal amount at of $100,000,000 (such Term B Loan made on the Closing Date being referred to herein as the “Initial Term B Loans”) and (ii) a second drawing (any time outstanding such Term B Loan made in such second draw being a “Delayed Draw Term B Loan”) not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit later than the Commitment Termination Date of the remaining Available Term B Loan Commitments of the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth hereinLenders. (ib) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees severally, and not jointly, to make a Loan to Borrower in dollars in a principal amount equal to 98.0% of its Commitment in respect of Term C Loans. Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that herein and for the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple avoidance of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)doubt, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Loan owing to each Lender as of the Funding Date for such Term C Loan (including each such Increasing Lender and Additional Lenderbefore giving effect to any subsequent repayments) to shall be proportional an amount equal to such Lender’s share Commitment in respect of which Term C Loan was made irrespective that the amount funded on the applicable Funding Date is 98.0% of such Commitment. Amounts paid or prepaid in respect of Term C Loans may not be reborrowed. The Term C Loans shall be available, subject to the terms and conditions hereof, in two drawings: (i) an initial drawing on the Closing Date in an aggregate principal amount of $100,000,000 (such Term C Loan made on the Closing Date being referred to herein as the “Initial Term C Loans”) and (ii) a second drawing (any such Term C Loan made in such second draw being a “Delayed Draw Term C Loan”) not later than the Commitment Termination Date of the Total Commitment after giving effect to remaining Available Term C Loan Commitments of the increase thereofLenders.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans a Loan relating to CBS or any Subsidiary Borrower, at any time and from time such Lenders' Term Loan Facility A Commitment to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Borrower in an aggregate principal amount that will not result in such Lender's Term Credit Exposure exceeding such Lender's Term Loan Facility A Commitment. Subject to the terms and conditions set forth herein, each Lender agrees to make a Loan relating to such Lenders' Term Loan Facility B Commitment to the Borrower in an aggregate principal amount that will not result in such Lender's Term Credit Exposure exceeding such Lender's Term Loan Facility B Commitment. Upon the occurrence of an event that, with notice or the passage of time, or both, would constitute an Event of Default (as defined in Article VII), and at any time outstanding not to exceed thereafter during the continuance of such Lender’s Commitmentevent, providedthe Administrative Agent may, that after giving effect to each Revolving Credit Loan and at the Total Facility Exposure shall not exceed request of the Total Commitment then in effect. Each Borrower may borrowRequired Lenders shall, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior by notice to the Revolving Credit Maturity Date, subject to Borrower suspend the terms, conditions Commitments (and limitations set forth herein. thereupon the Commitments shall immediately be suspended). During the period of any such suspension: (i) Notwithstanding no Lender shall be obligated in respect of its Commitment and (ii) any fees due to any one or more of Administrative Agent and the Lenders (including the fees provided for in Section 2.12) shall be calculated without regard to such suspension. Without limiting the first sentence of this paragraph, (x) a grace or cure period in an agreement between the Borrower (or a Subsidiary) and a third party (i.e., a Person that is not the Administrative Agent or a Lender) is included as a passage of time within the contemplation of such first sentence and (y) a notice given by a third party (i.e., a Person that is not the Administrative Agent or a Lender) to the Borrower or a Subsidiary is included as a notice within the contemplation of such first sentence. This paragraph shall apply notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 Agreement or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more any of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)other Loan Documents. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, (i) each Lender agreeshaving a Closing Date Term Loan Commitment severally agrees to make Closing Date Term Loans denominated in Dollars to the Borrower on the Closing Date, which Closing Date Term Loans shall not exceed for any such Lender the Closing Date Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000, (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment No. 1 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not jointlyexceed $400,000,000 and (iii) each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 3 Effective Date, which Amendment No. 3 New Term Loans shall not exceed for any such Lender the Amendment No. 3 New Term Commitment of such Lender and in the aggregate shall not exceed $300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Closing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans and Amendment No. 3 New Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to CBS the Borrower (on a joint and several basis) from its applicable lending office in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Subsidiary BorrowerAlternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained application of the proceeds thereof, result at any time in this Agreementthe aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, CBS the Swingline Lender may request from time require, in its sole discretion, as a condition precedent to time the issuance, amendment or increase of any Swingline Loan, that the Total Commitment be increased by Borrower Cash Collateralize such Swingline Loan in an amount not less than $50,000,000 equal to the Swingline Lender’s Fronting Exposure immediately prior to, or a whole multiple simultaneously with, the issuance, amendment or increase of $25,000,000 in excess thereofsuch Swingline Loan. On the Swingline Maturity Date, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment all Swingline Loans shall be effected by CBS (x) requesting one or more of repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)Borrower, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Lenders stating that a time when no Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Credit Lender that all then-outstanding Swingline Loans shall be true and correct funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier dateaccordance with this Section 2.1(d)), in which case such representations and warranties (i) Revolving Credit Loans constituting ABR Loans shall be true made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in all material respects as the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such earlier dateMandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (iie) If any Revolving Credit Lender is willing, in its sole and absolute discretion, fails to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Commitment Increase SupplementNon-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), which agreement shall specifythen with respect to each outstanding Swingline Loan, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been if consented to by the Administrative Agent Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory be deemed reallocated to the Administrative Agent tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (an “Additional Lender Agreement”)x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, which agreement immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall specifybe repaid or Cash Collateralized and (y) notwithstanding the foregoing, among other thingsif a Default or Event of Default has occurred and is continuing, its the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment hereunderor if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the execution by maturity date of any tranche of Revolving Credit Commitments, the Administrative Agent, CBS sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shallBorrower, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderthe consent of any other Person.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties of Holdings and the Borrower herein set forth, each Lender agrees, severally and not jointly: (i) to make a Tranche I Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the Tranche I Term Loan Commitment set forth opposite its name on Schedule 2.01, as the same may be reduced from time to time pursuant to Section 2.09; and (ii) to make a Tranche II Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the Tranche II Term Loan Commitment set forth opposite its name on Schedule 2.01, as the same may be reduced from time to time pursuant to Section 2.09. (b) Subject to the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary the Borrower, at any time and from time to time on and or after the Effective Date date hereof, and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Revolving Credit Commitment of such LenderLender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender’s Commitment, provided, that after giving effect to each 's Revolving Credit Loan Exposure at such time exceeding the Total Facility Exposure Revolving Credit Commitment of such Lender at such time, as the same may be reduced from time to time pursuant to Section 2.09, provided that the aggregate principal amount of Revolving Loans made to the Borrower on the Closing Date shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein$45,000,000. (i) Notwithstanding anything The Swingline Lender hereby agrees, subject to the contrary contained in this Agreementterms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth, CBS may request and subject to the limitations set forth below with respect to the maximum amount of Swingline Loans permitted to be outstanding from time to time, to make a portion of the Revolving Credit Commitments available to the Borrower from time to time that during the Total Commitment be increased by period from the Closing Date through and excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments in an aggregate principal amount not less than to exceed the Swingline Loan Commitment, by making Swingline Loans to the Borrower. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender's outstanding Revolving Loans, Revolving L/C Exposure and outstanding Swingline Loans, may exceed the Swingline Lender's Revolving Credit Commitment. The original amount of the Swingline Loan Commitment is $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,00020,000,000. Any such increase in the Total The Swingline Loan Commitment shall expire on the date the Revolving Credit Commitments are terminated and all Swingline Loans and all other amounts owed hereunder with respect to Swingline Loans shall be effected by CBS paid in full no later than that date. The Borrower shall give the Swingline Lender telephonic, written or telecopy notice (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause telephonic notice, such notice shall be promptly confirmed in writing or by telecopy) not later than 12:00 (ynoon), New York City time, on the day of a proposed borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Swingline Lender shall give the Administrative Agent Agent, which shall have consented in turn give to such Other each Lender, which consent shall not be unreasonably withheld. In no event may prompt written or telecopy advice of any Lender’s Commitment be increased without notice received from the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except Borrower pursuant to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)this paragraph. (ii) If In no event shall (A) the aggregate principal amount of Swingline Loans outstanding at any time exceed the aggregate Swingline Loan Commitment in effect at such time, (B) the Aggregate Revolving Credit Exposure at any time exceed the Total Revolving Credit Commitment at such time or (C) the aggregate Swingline Loan Commitment exceed at any time the aggregate Revolving Credit Commitments in effect at such time. Swingline Loans may only be made as ABR Loans. (iii) With respect to any Swingline Loans that have not been voluntarily prepaid by the Borrower, the Swingline Lender is willing(by request to the Administrative Agent) or Administrative Agent at any time may, in its sole and absolute discretion, on one Business Day's notice, require each Revolving Credit Lender, including the Swingline Lender, and each such Lender hereby agrees, subject to increase the provisions of this Section 2.01(c), to make a Revolving Loan (which shall be funded as an ABR Loan) in an amount equal to such Lender's Applicable Percentage of the amount of the Swingline Loans ("Refunded Swingline Loans") outstanding on the date notice is given which the Swingline Lender requests the Lenders to prepay. (iv) In the case of Revolving Loans made by Lenders other than the Swingline Lender under the immediately preceding paragraph (iii), each such Lender shall make the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement Revolving Loan available to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to same day funds, at the office of the Administrative Agent located at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, not later than 1:00 p.m., New York City time, on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swingline Lender (a “Commitment Increase Supplement”), which agreement shall specify, among other thingsand not to the Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Loans are made, the amount Swingline Lender's Applicable Percentage of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 Refunded Swingline Loans shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agreesagrees (a) to make a Tranche A Term Loan to the Cayman Borrower on the Effective Date in a principal amount not exceeding 85.71% of its Tranche A Commitment, severally (b) to make a Tranche A Term Loan to the U.S. Borrower on the Effective Date in a principal amount not exceeding 14.29% of its Tranche A Commitment, (c) to make a Tranche B Term Loan to the Cayman Borrower on the Effective Date in a principal amount not exceeding 85.71% of its Tranche B Commitment, (d) to make a Tranche B Term Loan to the U.S. Borrower on the Effective Date in a principal amount not exceeding 14.29% of its Tranche B Commitment and not jointly, (e) to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and the Cayman Borrower from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding during the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender’s 's Revolving Exposure exceeding such Lender's Revolving Commitment, provided, provided that after giving effect to each (i) the aggregate principal amount of the Revolving Credit Loan Loans made on the Total Facility Exposure Effective Date shall not exceed the Total Commitment then lesser of $66,000,000 and the portion of the Adjustment Amount (as defined in effectthe Purchase Agreement) attributable to clause (i) of the definition of the term Adjustment Amount set forth in the Purchase Agreement and (ii) all Revolving Loans made on the Effective Date shall be prepaid in full prior to 2:00 p.m., New York City time, on the Effective Date. Each Within the foregoing limits and subject to the terms and conditions set forth herein, the Cayman Borrower may borrow, prepay and reborrow Revolving Credit Loans. Amounts repaid or prepaid in respect of Term Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)reborrowed. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, (i) each Lender agreesseverally made, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until Date, a Term Loan A to the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Borrower in an aggregate principal amount at any time outstanding not equal to exceed such Lender’s Term Loan A Commitment; and (ii) each Lender severally made, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Term Loan B Commitment Termination Date, one or more Term Loan B to the Borrower in an aggregate amount equal to such Lender’s Term Loan B Commitment. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to the Term Loan A and the Term Loan B shall be paid in full no later than the Maturity Date, subject to the terms, conditions . Each Lender’s Term Loan A Commitment and limitations set forth herein. (i) Term Loan B Commitment have been terminated in full. Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 Fee Letter or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)any other Loan Document, the Administrative Agent shall have consented to such Other LenderBorrower hereby acknowledges, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the confirms and agrees that (a) (i) immediately prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other thingsThird Amendment Effective Date, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender Term Loan was equal to $170,710,680.23 (including each such Increasing Lender Indebtedness being hereinafter referred to as the “Third Amendment Existing Term Loan Indebtedness”) and Additional Lender(ii) to be proportional to such Lender’s share Third Amendment Existing Term Loan Indebtedness was not repaid on the Third Amendment Effective Date, but rather was re-evidenced by this Agreement as a portion of the Total Commitment Term Loan outstanding hereunder, (b) (i) immediately prior to the Sixth Amendment Effective Date, the outstanding principal amount of the Term Loan was equal to $273,419,462.68 (such Indebtedness being hereinafter referred to as the “Sixth Amendment Existing Term Loan Indebtedness”) and (ii) such Sixth Amendment Existing Term Loan Indebtedness was not repaid on the Sixth Amendment Effective Date, but rather was re-evidenced by this Agreement as a portion of the Term Loan outstanding hereunder, and (c) (i) on the Seventh Amendment Effective Date, the Borrower shall pay an amendment fee to the Lenders in an amount equal to 3.00% of the aggregate principal amount of Term Loan A and Term Loan B outstanding on the Seventh Amendment Effective Date (calculated with all accrued but unpaid interest paid in kind on the Term Loan being capitalized on the Seventh Amendment Effective Date) (the “Seventh Amendment Fee”) and such Seventh Amendment Fee shall be added to the outstanding principal amount of the Term Loan A and the Term Loan B on the Seventh Amendment Effective Date instead of being paid in cash and shall thereafter bear interest in accordance with Section 2.6 and otherwise be treated as a Term Loan for purposes of this Agreement as if it had originally been part of the outstanding principal of the Term Loan, (ii) the Borrower shall repay the outstanding principal amount of the Term Loan C in full in accordance with Section 3.05 of the Seventh Amendment, (iii) after giving effect to the increase thereof.foregoing clauses (c)(i) and (c)(ii) on the Seventh Amendment Effective Date, the outstanding principal amount of the Term Loan

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, (i) each Lender agreesseverally made, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until Date, a Term Loan A to the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Borrower in an aggregate principal amount at any time outstanding not equal to exceed such Lender’s Term Loan A Commitment; and (ii) each Lender severally made, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Term Loan B Commitment Termination Date, one or more Term Loan B to the Borrower in an aggregate amount equal to such Lender’s Term Loan B Commitment. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to the Term Loan A and the Term Loan B shall be paid in full no later than the Maturity Date, subject to the terms, conditions . Each Lender’s Term Loan A Commitment and limitations set forth herein. (i) Term Loan B Commitment have been terminated in full. Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 Fee Letter or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)any other Loan Document, the Administrative Agent shall have consented to such Other LenderBorrower hereby acknowledges, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the confirms and agrees that (a) (i) immediately prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other thingsThird Amendment Effective Date, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender Term Loan was equal to $170,710,680.23 (including each such Increasing Lender Indebtedness being hereinafter referred to as the “Third Amendment Existing Term Loan Indebtedness”) and Additional Lender(ii) such Third Amendment Existing Term Loan Indebtedness was not repaid on the Third Amendment Effective Date, but rather was re-evidenced by this Agreement as a (i) immediately prior to be proportional to such Lender’s share the Sixth Amendment Effective Date, the outstanding principal amount of the Total Commitment Term Loan was equal to $273,419,462.68 (such Indebtedness being hereinafter referred to as the “Sixth Amendment Existing Term Loan Indebtedness”) and (ii) such Sixth Amendment Existing Term Loan Indebtedness was not repaid on the Sixth Amendment Effective Date, but rather was re-evidenced by this Agreement as a portion of the Term Loan outstanding hereunder, and (c) (i) on the Seventh Amendment Effective Date, the Borrower shall pay an amendment fee to the Lenders in an amount equal to 3.00% of the aggregate principal amount of Term Loan A and Term Loan B outstanding on the Seventh Amendment Effective Date (calculated with all accrued but unpaid interest paid in kind on the Term Loan being capitalized on the Seventh Amendment Effective Date) (the “Seventh Amendment Fee”) and such Seventh Amendment Fee shall be added to the outstanding principal amount of the Term Loan A and the Term Loan B on the Seventh Amendment Effective Date instead of being paid in cash and shall thereafter bear interest in accordance with Section 2.6 and otherwise be treated as a Term Loan for purposes of this Agreement as if it had originally been part of the outstanding principal of the Term Loan, (ii) the Borrower shall repay the outstanding principal amount of the Term Loan C in full in accordance with Section 3.05 of the Seventh Amendment, (iii) after giving effect to the increase thereofforegoing clauses (c)(i) and (c)(ii) on the Seventh Amendment Effective Date, the outstanding principal amount of the Term Loan (calculated with all accrued but unpaid interest paid in kind on the Term Loan being capitalized on the Seventh Amendment Effective Date) is equal to an amount to be provided in writing by the Agent to the Borrower on or before the Seventh Amendment Effective Date and confirmed in writing by the Borrower (such Indebtedness being hereinafter referred to as the “Seventh Amendment Existing Term Loan Indebtedness”) and (iv) such Seventh Amendment Existing Term Loan Indebtedness shall not be repaid on the Seventh Amendment Effective Date, but rather shall be re-evidenced by this Agreement as a portion of the Term Loan outstanding hereunder.

Commitments. (a) Subject to Section 2.1(c) and the other terms and conditions hereof and relying upon the representations and warranties herein set forthforth in this Agreement, each Lender agrees, Bank severally and not jointly, agrees to make Revolving Credit Loans lend to CBS or any Subsidiary Borrower, at any time and Borrower from time to time on and after prior to the Effective Termination Date and until amounts not to exceed in the earlier of (a) aggregate at any one time outstanding, the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment amount of such LenderBank’s Commitment less such Bank’s Letter of Credit Exposure, to the extent any such Loan would not cause a Borrowing Base Deficiency. Each Borrowing shall (A) be in an aggregate principal amount at of $1,000,000 or any larger integral multiple of $100,000, and (B) be made from each Bank ratably in accordance with its respective Commitment Percentage. Subject to the foregoing limitations and the other provisions of this Agreement, Borrower may borrow under this Section 2.1(a), repay amounts borrowed under this Section 2.1(a) and request new Borrowings under this Section 2.1(a). (b) The Letter of Credit Issuers will issue Letters of Credit, from time outstanding to time during the Letter of Credit Period upon request by Borrower, for the account of Borrower, so long as (i) the sum of (A) the total Letter of Credit Exposure of all Banks then existing, and (B) the amount of the requested Letter of Credit, does not exceed $20,000,000, and (ii) Borrower would be entitled to exceed such Lender’s Commitmenta Borrowing under Section 2.1(c) and Section 6.2 in the amount of the requested Letter of Credit; provided that, provided, that after giving effect to each Revolving the Letter of Credit Loan the Total Facility Exposure Issuers shall not exceed be under any obligation to issue any Letter of Credit if a default of any Bank’s obligations to fund under Section 2.1 exists or any Bank is at such time a Defaulting Bank or Impacted Bank hereunder, unless the Total Commitment then Letter of Credit Issuer has entered into arrangements satisfactory to Letter of Credit Issuer with Borrower or such Bank to eliminate the Letter of Credit Issuer’s risk with respect to such Bank. As used herein, “Impacted Bank” means any Bank as to which (a) the Letter of Credit Issuer has a good faith belief that such Bank has defaulted in effectfulfilling its obligations under one or more other syndicated credit facilities or (b) an entity that controls such Bank has become subject to a bankruptcy or other similar proceeding. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and Not less than three Business Days prior to the Revolving requested date of issuance of any such Letter of Credit, Borrower shall execute and deliver to Letter of Credit Maturity DateIssuer, subject Letter of Credit Issuer’s customary letter of credit application (“Letter of Credit Application”). Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. No Letter of Credit shall have an expiration date later than the earlier of (1) five Business Days prior to the termsTermination Date and (2) one year from the date of issuance and no Letter of Credit shall be issued in a currency other than U.S. Dollars. Upon the date of issuance of a Letter of Credit, conditions Letter of Credit Issuer shall be deemed to have sold to each other Bank, and limitations set each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non-recourse participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank’s Commitment Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request of any Bank, Administrative Agent shall provide notice to each Bank by telephone or facsimile setting forth herein. each Letter of Credit issued and outstanding pursuant to the terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank’s participation percentage of each such Letter of Credit and the actual dollar amount of each Bank’s participation held by Letter of Credit Issuer(s) thereof for such Bank’s account and risk. In connection with the issuance of Letters of Credit hereunder, Borrower shall pay to Administrative Agent in respect of such Letters of Credit (ia) the applicable Letter of Credit Fee in accordance with Section 2.12, (b) the applicable Letter of Credit Fronting Fee in accordance with Section 2.12, and (c) all customary administrative, issuance, amendment, payment, and negotiation charges of the Letter of Credit Issuer; provided that, no such Letter of Credit Fee shall accrue or be deemed to have accrued, or be owing or payable by Borrower to the Administrative Agent or any Letter of Credit Issuer for the account of any Defaulting Bank with respect to its share of such Letter of Credit Fee in the event Borrower has entered into an arrangement with or provided cash collateral to the applicable Letter of Credit Issuer with respect to such Letter of Credit Issuer’s risk with respect to such Bank’s obligation to fund its Commitment Percentage share of the aggregate existing Letter of Credit Exposure with respect to such Letter of Credit. Administrative Agent shall distribute the Letter of Credit Fee to Banks in accordance with their respective Commitment Percentages, and Administrative Agent shall distribute the Letter of Credit Fronting Fee, and the charges described in clause (c) of the immediately preceding sentence, to the Letter of Credit Issuer for its own account. Any amendment, modification, renewal or extension of any Letter of Credit shall be deemed to be the issuance of a new Letter of Credit for purposes of this Section 2.1(b). Upon the occurrence of an Event of Default, Borrower shall, on the next succeeding Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrower will, in connection therewith, execute and deliver such security agreements and other security documents in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Required Banks, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 2.1(b). Whenever Borrower is required to make deposits under this Section 2.1(b) and fails to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, any guarantor, or any other Person liable for all or any part of the Obligations. In the event there exists one or more Defaulting Bank, Borrower shall, on the next succeeding Business Day following request from the Administrative Agent, deposit with Administrative Agent such funds as Administrative Agent may reasonably request, up to a maximum Letter of Credit Exposure attributable to such Defaulting Bank(s) as security for such Defaulting Bank’s Letter of Credit Exposure. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy drafts or demands attributable to such Defaulting Bank(s). When there are no longer any Defaulting Banks or no longer any Letters of Credit outstanding, the Administrative Agent shall release to Borrower any remaining funds deposited under this paragraph. Notwithstanding anything to the contrary contained herein, Borrower hereby agrees to reimburse each Letter of Credit Issuer, in this Agreementimmediately available funds, CBS may request from time to time that the Total Commitment be increased for any payment or disbursement made by an amount not less than $50,000,000 or a whole multiple such Letter of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected Credit Issuer under any Letter of Credit issued by CBS it (x) requesting one on the same Business Day such Letter of Credit Issuer makes demand for such reimbursement if such demand is made at or more of the Lenders prior to increase their respective Commitments and/or 11:00 a.m. (New York, New York time) and (y) arranging on the next Business Day after such demand for one or more banks or financial institutions not parties hereto reimbursement if such demand is made after 11:00 a.m. (each an “Other Lender”) to become parties to and Lenders under this AgreementNew York, provided, that, in the case of this clause (yNew York time), the Administrative Agent . Payment shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true Borrower with interest on the amount so paid or disbursed by Letter of Credit Issuer from and correct in all material respects on and as including the date payment is made under any Letter of such time Credit to but excluding the date of payment, at the lesser of (except to i) the extent such representations and warranties expressly relate to an earlier dateMaximum Lawful Rate, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). or (ii) If the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower and until all other Obligations shall have been paid in full. The reimbursement obligations of Borrower under this Section 2.1(b) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Papers (including any Lender is willingLetter of Credit Application executed pursuant to this Section 2.1(b)) under and in all circumstances whatsoever and Borrower hereby waives any defense to the payment of such reimbursement obligations based on any circumstance whatsoever, including in its sole and absolute discretionany case, to increase the amount following circumstances: (i) any lack of its Commitment hereunder validity or enforceability of any Letter of Credit; (ii) the existence of any such Lenderclaim, an “Increasing Lender”)set-off, it shall enter into a written agreement to that effect with CBS and the counterclaim, defense or other rights which Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, any Bank or any other Person, whether in form and substance reasonably satisfactory connection with any Letter of Credit or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Administrative Agent Letter of Credit Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (a “Commitment Increase Supplement”)v) any other circumstance whatsoever, which agreement shall specify, among other things, the amount whether or not similar to any of the increased Commitment of such Increasing Lenderforegoing. Upon As among Borrower on the effectiveness of such Increasing Lender’s increase in Commitmentone hand, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, and each Bank, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of Letters of Credit by, the beneficiary of such Letters of Credit. In furtherance and not in form and substance reasonably satisfactory to limitation of the Administrative Agent (an “Additional Lender Agreement”)foregoing, which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the neither Administrative Agent, CBS and such Other Lender Letter of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment Credit Issuer nor any Bank shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.responsible for:

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, commits to make Loans (each such Loan made under this Section 2.1, a “Revolving Credit Loans Loan”) to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time during the period commencing on and after the Original Effective Date and until ending on the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (beach such commitment, a “Commitment”) the termination of the Commitment of such Lender, in an aggregate principal amount at equal to the amount set forth beside such Lender’s name in Schedule A under the heading “Commitment”, provided that any time outstanding Revolving Loans made by any Lender as requested by the Borrower will not to exceed result in (i) such Lender’s Exposure exceeding such Lender’s Commitment, providedor (ii) the sum of the total Exposure exceeding either the total Commitment or the Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay repay and reborrow Revolving Credit Loans on and after Loans. In addition, the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS Borrower may request from time to time that the Total Commitment be increased by in an aggregate principal amount not less than of up to $50,000,000 or a whole multiple 10,000,000, provided that (i) the Agent and any Lender providing any portion of $25,000,000 any such increase must consent in excess thereofwriting thereto (it being agreed that no Lender is required to provide any such Commitment increase), provided, that in (ii) no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment Commitments shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at made if a time when no Default or an Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of or would result after giving effect to such time (except to the extent such representations and warranties expressly relate to an earlier dateincrease, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with each such increase shall be in a minimum principal amount of $2,500,000, (iv) the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender AgreementBorrower shall pay to the Agent, for the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure account of the Lenders, as shall be required a one-time fee in an amount equal to cause 0.2% of the amount of each such Commitment increase, (v) the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit all such Commitment increases shall not exceed $10,000,000. The pro rata share of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share Commitment hereunder shall automatically increase as a result of any permitted increase in the Total Commitment after giving effect hereunder, and Schedule A shall be amended to the increase thereofreflect any such permitted increase.

Commitments. (ai) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving a Revolving Credit Commitment severally, severally and but not jointly, agrees to make a loan or loans denominated in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Parent Borrower on behalf of the Borrowers, which Revolving Credit Loans (A) shall be made at any time and from time to CBS time on and after the Closing Date and prior to the Revolving Credit Termination Date, (B) may, at the option of the Parent Borrower on behalf of the Borrowers, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans, provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Subsidiary BorrowerLender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the lesser of the Applicable Borrowing Base and the Total Revolving Credit Commitment, in each case as then in effect (subject to Section 2.1(d)), and (F) shall not exceed $307,300,000 of Tranche A Loans and $125,000,000 of Tranche A-1 Loans in the aggregate on the Closing Date; providedfurther that the following additional limitations shall apply: (w) no Revolving Loan shall, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Tranche A Lenders’ Revolving Credit Exposures (other than with respect of Tranche A-1 Loans) at such time exceeding the Tranche A Borrowing Base then in effect (subject to Section 2.1(e)); (x) the Parent Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the aggregate Tranche A-1 Commitments (to the extent that such Tranche A-1 Commitments have not been terminated); (y) the aggregate outstanding amount of the Tranche A-1 Loans shall not exceed the aggregate amount of Tranche A-1 Commitments, and (z) the aggregate outstanding amount of the Tranche A Lenders’ Revolving Credit Exposures (other than with respect to Tranche A-1 Loans) shall not exceed the aggregate amount of Tranche A Commitments. (ii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Maturity Date, if not previously expired, each Lender’s Revolving Credit Commitment shall expire and in any case all Revolving Credit Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Closing Date and until prior to the earlier of Swingline Maturity Date, to make a loan or loans (aeach a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination Parent Borrower on behalf of the Commitment Borrowers, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of such Lenderthe provisions of Section 2.1(d), in an aggregate principal amount (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the lesser of the Applicable Borrowing Base and the Total Revolving Credit Commitment then in effect, (v) may be repaid and reborrowed in accordance with the provisions hereof, and (vi) shall reduce the total availability of Revolving Credit Loans on a dollar-for-dollar basis. Each outstanding Swingline Loan shall be repaid in full on the Swingline Maturity Date. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Parent Borrower on behalf of the Borrowers or any Lender stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. All Swingline Loans shall be Tranche A Loans and no Swingline Loan shall be made until the Borrowers have borrowed the full amount under the Tranche A-1 Commitments. (c) On any Business Day but not less frequently than once per week, the Swingline Lender may, in its sole discretion, give notice to each Tranche A Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Tranche A Loans, in which case Tranche A Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Tranche A Lender pro rata based on each Tranche A Lender’s Tranche A Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Tranche A Lender hereby irrevocably agrees to make such Tranche A Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Tranche A Commitment or the Tranche A Borrowing Base after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any Borrower), each Tranche A Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Tranche A Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (d) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 2.1(a)(iv) or in Section 7) the Administrative Agent is authorized by the Parent Borrower on behalf of the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Credit Loans that are ABR Loans on behalf of all Tranche A Lenders to the Parent Borrower on behalf of the Borrowers, at any time that any condition precedent set forth in Section 7 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (x) to preserve or protect the Collateral, or any portion thereof or (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (each such loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate amount of the Lenders’ Revolving Credit Exposures to exceed such Lender’s Commitmentthe Tranche A Borrowing Base; provided that no Protective Advance may be made to the extent that, provided, that after giving effect to each such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of all Protective Advances outstanding hereunder would exceed 5% of the Tranche A Borrowing Base as determined on the date of such proposed Protective Advance; providedfurther that (i) the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Credit Loan the Total Facility Exposure Exposures at such time shall not exceed the Total Revolving Credit Commitment as then in effect and (ii) the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Credit Exposures (other than with respect to Tranche A-1 Loans) at such time shall not exceed the Total Revolving Credit Commitment (other than with respect to the aggregate Tranche A-1 Commitments) as then in effect. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent on behalf of the Secured Parties in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion and under no circumstance shall the Parent Borrower have the right to require that a Protective Advance be made. At any time that the conditions precedent set forth in Section 7 have been satisfied or waived, the Administrative Agent may borrowrequest the Tranche A Lenders to make a Tranche A Loan to repay a Protective Advance. At any other time, prepay the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(e). (e) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), each Tranche A Lender shall be deemed, without further action by any party hereto, unconditionally and reborrow Revolving Credit Loans on irrevocably to have purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Tranche A Commitment Percentage. From and after the Effective Date and prior date, if any, on which any Lender is required to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained fund its participation in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)any Protective Advance purchased hereunder, the Administrative Agent shall have consented promptly distribute to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender such Lender’s Tranche A Commitment be increased without the prior written consent Percentage of such Lender. The Total Commitment may only be increased at a time when no Default or Event all payments of Default shall have occurred principal and be continuing interest and when each all proceeds of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to Collateral received by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender respect of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional LenderProtective Advance.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, the Lender: (a) agrees to make Revolving Credit Loans advances to CBS or the Borrower for the purpose of settling any Subsidiary BorrowerCS Derivative Settlement Amount (any such deemed advance not to exceed the CS Derivative Settlement Amount), at any time and from time to time on and or after the Effective Date and date hereof until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date Date, which deemed advances shall constitute Tranche FX Loans and (b) the termination of the Commitment of such Lender, which shall be in an aggregate principal amount at any time outstanding (x) not to exceed the aggregate CS Derivative Settlement Amount at such Lender’s time and (y) that will not result in (A) the Tranche FX Loans exceeding the Tranche FX Commitment, providedor (B) the Aggregate Exposure exceeding any Leverage Limitation, that after giving effect or (C) the Aggregate Exposure exceeding the Maximum Exposure or (D) the Asset Coverage being less than the Minimum Asset Coverage (and any such deemed advance shall, when funded, automatically satisfy all or a portion of the CS Derivative Settlement Amount payable by the Borrower to each Revolving Credit Loan the Total Facility Exposure shall not exceed relevant CS Counterparty); (b) agrees to make advances to the Total Commitment then in effect. Each Borrower may borrowBorrower, prepay and reborrow Revolving Credit Loans from time to time on and or after the Effective Date and prior to date hereof until the Revolving Credit Maturity Date, which advances shall constitute Tranche L Loans and which shall be in an aggregate principal amount at any time outstanding that will not result in (A) the Tranche L Loans exceeding the Tranche L Commitment, or (B) the Aggregate Exposure exceeding any Leverage Limitation, or (C) the Aggregate Exposure exceeding the Maximum Exposure or (D) the Asset Coverage being less than the Minimum Asset Coverage; (c) agrees to make advances to the Borrower, from time to time on or after the date hereof until the Maturity Date, which advances shall constitute Tranche S Loans and which shall be in an aggregate principal amount at any time outstanding that will not result in (A) the Tranche S Loan exceeding the Tranche S Commitment, or (B) the Aggregate Exposure exceeding any Leverage Limitation, or (C) the Aggregate Exposure exceeding the Maximum Exposure or (D) the Asset Coverage being less than the Minimum Asset Coverage; and (d) may, in its sole discretion, make advances to the Borrower, from time to time on or after the date hereof until the Maturity Date, which advances shall constitute Tranche U Loans and which shall be in an aggregate principal amount at any time outstanding that will not result in (A) the Aggregate Exposure exceeding the Maximum Exposure, or (B) the Aggregate Exposure exceeding any Leverage Limitation or (C) the Asset Coverage being less than the Minimum Asset Coverage. (any such advance set forth in 2.01(a), (b), (c) and (d), and any capitalization of interest or Fees pursuant hereto, a “Loan”). Within the limits set forth in this Section 2.01 and subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to Credit and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Security Agreement, the Borrowers shall make such borrowings from such Increasing Lender Borrower may borrow, repay or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, prepay and reborrow Loans before the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofMaturity Date.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, ▇▇▇▇▇▇ agrees to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender▇▇▇▇▇▇’s Commitment, provided, that after giving effect to each Revolving Credit Loan Exposure exceeding such ▇▇▇▇▇▇’s Commitment or (ii) the Total Facility Exposure shall not exceed sum of the Total Commitment then in effecttotal Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments. Each Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Credit Loans on and Loans. (b) The Borrower shall have the right at any time prior to 60 days after the Effective Date and prior to increase the Revolving Credit Maturity Date, subject total Commitments to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount of not more than $750,000,000, with each such increase to be in an amount of not less than $50,000,000 10,000,000 or a whole multiple of $25,000,000 1,000,000 in excess thereof, provided, by requesting that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties a party hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, hereunder; provided, that, in that the case addition of this clause (y), any such bank or financial institution shall be subject to the consent of the Administrative Agent shall have consented to such Other LenderAgent, which consent shall not be unreasonably withheld. In no event may any Lender’s withheld or delayed. (c) Any additional bank or financial institution which elects to become a Lender party to this Agreement pursuant to Section 2.01(b) shall execute a Joinder Agreement substantially in the form of Exhibit C hereto with the Borrower and the Administrative Agent, whereupon such bank or financial institution shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment be increased without the prior written consent of such Lender, effective on the date specified in such Joinder Agreement. The Total Commitment may only Each additional bank or financial institution which executes and delivers a Joinder Agreement and becomes a party hereto and a “Lender” hereunder pursuant to such Joinder Agreement is hereinafter referred to as an “Additional Lender.” (d) Any increase in the Commitments pursuant to this Section 2.01 shall not be increased at a time when effective unless: (i) no Default or Event of Default shall have occurred and be continuing and when on the effective date specified in the Joinder Agreement; and (ii) each of the representations and warranties made by CBS the Borrower in Article III (other than in Section 3.04 and Section 3.05(ii)) shall be true and correct in all material respects on such effective date with the same effect as though made on and as of such time (date, except to the extent such representations and warranties expressly relate to an earlier date, date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). . Each notice requesting an increase in the Commitments pursuant to Section 2.01(b) shall constitute a certification by the Borrower to the effect set forth in clauses (i) and (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”this Section 2.01(d), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount . Table of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.”Contents (iiie) Concurrently with the execution by an Increasing Additional Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Joinder Agreement, the Borrowers Borrower shall make such borrowings borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayments prepayment of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment total Commitments, after giving effect to the any increase thereof; provided, however, that the Borrower shall not be required to make any such borrowing or prepayment prior to the last day of the Interest Period then in effect of any outstanding Eurodollar Revolving Loan. (f) Upon any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each other Lender a copy of the Joinder Agreement executed by such Additional Lender.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, agrees to make a loan or loans in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower, which Revolving Credit Loans to CBS or any Subsidiary Borrower, (i) shall be made at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Maturity Date, subject (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the termssame Borrowing shall, conditions unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and limitations set forth hereinreborrowed in accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (v) after giving effect thereto and to the application of the proceeds thereof, shall not result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be $100,000,000. (ib) Notwithstanding anything to The Borrower shall use the contrary contained in this Agreement, CBS may request Letters of Credit and the proceeds from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more Revolving Credit Loans for general corporate purposes of the Lenders Borrower and its Subsidiaries (including, without limitation, to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) finance capital expenditures, investments, acquisitions and to become parties to and Lenders under this Agreement, provided, repay Indebtedness); provided that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may notwithstanding any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall foregoing, none of the proceeds from Revolving Credit Loans may be true and correct in all material respects on and as of such time (except used to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)finance any Hostile Take-Over Bid. (iic) If any Lender is willing, Any Swingline Loan shall be made in its sole and absolute discretion, to increase accordance with the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders procedures set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional LenderSection 2.16.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Class A Lender agrees, severally and not jointly, agrees to make Class A Revolving Credit Loans (in Dollars or, subject to CBS or any Subsidiary BorrowerSection 2.02(d), at any time and an Alternative Currency) to the Borrower from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such LenderClass A Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Class A Lender’s Class A Revolving Credit Exposure exceeding such Class A Lender’s Class A Commitment, provided, that after giving effect to each (ii) the sum of the total Class A Revolving Credit Loan Exposures exceeding the Total Facility total Class A Commitments, (iii) the sum of the Assigned Dollar Values of the aggregate principal amount of all outstanding Class A Revolving Loans denominated in Euro plus the total LC Exposure shall attributable to Letters of Credit and LC Disbursements denominated in Euro exceeding the Class A Euro Limit, or (iv) the sum of the Assigned Dollar Values of the aggregate principal amount of all outstanding Class A Revolving Loans denominated in Sterling plus the total LC Exposure attributable to Letters of Credit and LC Disbursements denominated in Sterling exceeding the Class A Sterling Limit. (b) Subject to the terms and conditions set forth herein, each Class B Lender severally agrees to make Class B Revolving Loans (in Dollars or, subject to Section 2.02(d), an Alternative Currency) to the Borrower from time to time during the Class B Availability Period, in an aggregate principal amount that will not exceed result in (i) such Class B Lender’s Class B Revolving Credit Exposure exceeding such Class B Lender’s Class B Commitment, (ii) the Total Commitment then sum of the total Class B Revolving Credit Exposures exceeding the total Class B Commitments, (iii) the sum of the Assigned Dollar Values of the aggregate principal amount of all outstanding Class B Revolving Loans denominated in effect. Each Euro exceeding the Class B Euro Limit, or (iv) the sum of the Assigned Dollar Values of the aggregate principal amount of all outstanding Class B Revolving Loans denominated in Sterling exceeding the Class B Sterling Limit. (c) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth hereinLoans. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, (i) each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make Initial Term Loans denominated in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000 and (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment No. 1 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not jointlyexceed $400,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to CBS the Borrower (on a joint and several basis) from its applicable lending office in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Subsidiary BorrowerAlternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained application of the proceeds thereof, result at any time in this Agreementthe aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, CBS the Swingline Lender may request from time require, in its sole discretion, as a condition precedent to time the issuance, amendment or increase of any Swingline Loan, that the Total Commitment be increased by Borrower Cash Collateralize such Swingline Loan in an amount not less than $50,000,000 equal to the Swingline Lender’s Fronting Exposure immediately prior to, or a whole multiple simultaneously with, the issuance, amendment or increase of $25,000,000 in excess thereofsuch Swingline Loan. On the Swingline Maturity Date, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment all Swingline Loans shall be effected by CBS (x) requesting one or more of repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)Borrower, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Lenders stating that a time when no Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Credit Lender that all then-outstanding Swingline Loans shall be true and correct funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier dateaccordance with this Section 2.1(d)), in which case such representations and warranties (i) Revolving Credit Loans constituting ABR Loans shall be true made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in all material respects as the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such earlier dateMandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (iie) If any Revolving Credit Lender is willing, in its sole and absolute discretion, fails to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Commitment Increase SupplementNon-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), which agreement shall specifythen with respect to each outstanding Swingline Loan, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been if consented to by the Administrative Agent Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory be deemed reallocated to the Administrative Agent tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (an “Additional Lender Agreement”)x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, which agreement immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall specifybe repaid or Cash Collateralized and (y) notwithstanding the foregoing, among other thingsif a Default or Event of Default has occurred and is continuing, its the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment hereunderor if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the execution by maturity date of any tranche of Revolving Credit Commitments, the Administrative Agent, CBS sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shallBorrower, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderthe consent of any other Person.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, each Lender agrees, Bank severally and not jointly, agrees to make Revolving Credit Loans revolving credit loans (each, a “Loan”; collectively, the “Loans”) in Dollars and in Foreign Currencies to CBS or any Subsidiary Borrower, at any time and the Company from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of during the Commitment of Period applicable to such Lender, Bank in an aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) at any one time outstanding not that, when added to exceed the amount of such LenderBank’s CommitmentCommitment Percentage of the aggregate principal amount of all LOC Obligations then outstanding, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. amount of such Bank’s Commitment; provided that (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase use of proceeds of Loans to repay any LOC Obligations, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Loans and LOC Obligations outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time; and (ii) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Loans that are Foreign Currency Loans outstanding to the Company shall not exceed $250,000,000. During the Commitment Period the Company may use the Commitments by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) The Loans may from time to time be (i) LIBOR Loans, (ii) Base Rate Loans, or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent in accordance with subsections 2.3 and 2.7; provided that (1) no Loan shall be made as a LIBOR Loan after the day that is one month prior to the final Termination Date and (2) all Foreign Currency Loans must be LIBOR Loans.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan or loans in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $795,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Term Loans or LIBOR Term Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans to CBS the Borrower denominated in Dollars or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and Alternative Currency as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to elected by the Administrative Agent shall enter into a written agreement with CBS and the Administrative AgentBorrower pursuant to Section 2.2 from its applicable lending office (each, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.a

Commitments. (a) Revolving A Loans. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Revolving A Lender agrees, severally and not jointly, agrees to make loans (each such loan, a “Revolving Credit Loans A Loan”) to CBS or any Subsidiary Borrower, at any time and the Revolving A/B Borrowers in Dollars from time to time on and after the Effective Date and until the earlier of (a) the any Business Day immediately preceding during the Availability Period for the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, A Commitments in an aggregate principal amount not to exceed at any time outstanding not to exceed the amount of such Lender▇▇▇▇▇▇’s Revolving A Commitment; provided, providedhowever, that after giving effect to each any Borrowing of Revolving Credit Loan A Loans, (i) the Total Facility Exposure Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such ▇▇▇▇▇▇’s Revolving A Commitment, and (iii) the Total Commitment then in effectRevolving Outstandings shall not exceed the Aggregate Revolving Commitments. Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower may borrowthat is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving A Loan; provided that any exercise of such option shall not affect the obligation of such Revolving A/B Borrower to repay such Revolving A Loan in accordance with the terms of this Agreement. Within the limits of each ▇▇▇▇▇▇’s Revolving A Commitment, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the termsother terms and conditions hereof, conditions the Revolving A/B Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in reborrow under this AgreementSection 2.01(a). Revolving A Loans may be Base Rate Loans or Term SOFR Loans, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess combination thereof, provided, as further provided herein (provided that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions Lux 2 may not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateborrow Base Rate Loans). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Company on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $735,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans denominated in Dollars to CBS the Borrower from its applicable lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Subsidiary BorrowerLender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained in this Agreement, CBS may request from time to time that application of the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess proceeds thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase result at any time in the Total aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be effected by CBS (x) requesting one or more of repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)Borrower, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Revolving Credit Lenders stating that a time when no Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Credit Lender that all then-outstanding Swingline Loans shall be true and correct in all material respects on and as funded with a Borrowing of such time (except to the extent such representations and warranties expressly relate to an earlier dateRevolving Credit Loans, in which case such representations and warranties (i) Revolving Credit Loans constituting ABR Loans shall be true made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to i) that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Increasing Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender. Upon , any Mandatory Borrowing cannot for any reason be made on the effectiveness date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such Increasing Lender’s increase participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, Schedule 1.1 shallthe “Non-Expiring Credit Commitments”), without further actionthen with respect to each outstanding Swingline Loan, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been if consented to by the Administrative Agent Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory be deemed reallocated to the Administrative Agent tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (an “Additional Lender Agreement”)x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, which agreement immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall specifybe repaid or Cash Collateralized and (y) notwithstanding the foregoing, among other thingsif a Default or Event of Default has occurred and is continuing, its the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment hereunderor if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the execution by maturity date of any tranche of Revolving Credit Commitments, the Administrative Agent, CBS sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shallBorrower, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderthe consent of any other Person.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender’s 's Exposure exceeding such Lender's Commitment or (ii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (b) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the sum of the aggregate principal amount of all Swingline Loans made by such Swingline Lender then outstanding under this Agreement and the aggregate principal amount of all "Swingline Loans" made by such Swingline Lender then outstanding under (and as defined in) the Other Credit Agreement exceeding such Swingline Lender's Swingline Commitment, provided(ii) the sum of the aggregate principal amount of all Swingline Loans then outstanding under this Agreement and aggregate principal amount of all "Swingline Loans" then outstanding under (and as defined in) the Other Credit Agreement exceeding $150,000,000 (the "SWINGLINE FACILITY AMOUNT"), (iii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (c) Subject to the terms and conditions set forth herein, the LC Bank agrees to issue Letters of Credit and each Lender agrees to participate in such Letters of Credit, in each case as set forth herein, from time to time during the Availability Period in an aggregate stated amount that after giving effect will not result in (i) the sum of the aggregate LC Outstandings under this Agreement and the aggregate "LC Outstandings" under (and as defined in) the Other Credit Agreement exceeding $150,000,000, (ii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (d) Within the foregoing limits and subject to each Revolving Credit Loan the Total Facility Exposure shall not exceed terms and conditions set forth herein, the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after Swingline Loans and request the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth hereinissuance of Letters of Credit. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreesseverally, severally and not jointly, agrees to make Revolving Credit the New Money Term Loans to CBS or any Subsidiary Borrower, the Borrowers in an amount equal to such Lender’s New Money Commitment in a single borrowing on the Closing Date. Such New Money Term Loans (i) will at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all New Money Term Loans made by each of the Lenders shall, unless otherwise specifically provided herein, consist entirely of New Money Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the New Money Commitment of such Lender, (iv) shall not exceed in an the aggregate the aggregate New Money Commitments of all Lenders and (v) shall be funded to the Borrowers on the Closing Date in accordance with Section 2.4(d). The New Money Term Loans shall be available in Dollars and not later than the Maturity Date, all then unpaid New Money Term Loans shall be repaid in full in Dollars. (b) Subject to the terms and conditions herein set forth, to give effect to the refinancing and conversion of the DIP Loans into the Rolled Up Term Loans owing to each applicable Lender, each Lender severally agrees to make the Rolled Up Term Loans to the Borrowers hereunder and such Rolled Up Term Loans shall be deemed to have been made hereunder to the Borrowers, on the Closing Date, in a single term loan borrowing denominated in Dollars in a principal amount at any time outstanding not equal to exceed such Lender’s CommitmentRolled Up Commitment on the Closing Date, provided, that after giving effect to each Revolving Credit Loan and the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit DIP Loans on and after the Effective Date and prior owing to the Revolving Lenders under the DIP Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment Agreement shall be effected by CBS substituted with and exchanged for (xand reevidenced and refinanced by) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such LenderRolled Up Term Loans hereunder. The Total Commitment may only be increased at a time when no Default Rolled Up Term Loans deemed made or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III issued pursuant to this Section 2.01(b) shall be true and correct in all material respects deemed made on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If a cashless basis without any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lenderactual funding. Upon the effectiveness of this Agreement, all Rolled Up Commitments of the Lenders shall be deemed fully-funded and such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, Rolled Up Commitments shall be deemed to have been amended be reduced to reflect its increased Commitment. Any Other Lender which is willing $0 and interest shall begin to become a party hereto and a Lender hereunder and that has been consented to by accrue on the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender full amount thereof as of such Additional Lender Agreementdate. Amounts paid or prepaid in respect of Rolled Up Term Loans may not be reborrowed. Not later than the Maturity Date, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment then unpaid Rolled Up Term Loans shall be the amount specified repaid in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderfull in Dollars.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make Initial Term Loans denominated in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to CBS the Borrower (on a joint and several basis) from its applicable lending office in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Subsidiary BorrowerAlternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained application of the proceeds thereof, result at any time in this Agreementthe aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, CBS the Swingline Lender may request from time require, in its sole discretion, as a condition precedent to time the issuance, amendment or increase of any Swingline Loan, that the Total Commitment be increased by Borrower Cash Collateralize such Swingline Loan in an amount not less than $50,000,000 equal to the Swingline Lender’s Fronting Exposure immediately prior to, or a whole multiple simultaneously with, the issuance, amendment or increase of $25,000,000 in excess thereofsuch Swingline Loan. On the Swingline Maturity Date, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment all Swingline Loans shall be effected by CBS (x) requesting one or more of repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y)Borrower, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Lenders stating that a time when no Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Credit Lender that all then-outstanding Swingline Loans shall be true and correct funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier dateaccordance with this Section 2.1(d)), in which case such representations and warranties (i) Revolving Credit Loans constituting ABR Loans shall be true made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in all material respects as the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such earlier dateMandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (iie) If any Revolving Credit Lender is willing, in its sole and absolute discretion, fails to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Commitment Increase SupplementNon-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), which agreement shall specifythen with respect to each outstanding Swingline Loan, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been if consented to by the Administrative Agent Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory be deemed reallocated to the Administrative Agent tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (an “Additional Lender Agreement”)x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, which agreement immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall specifybe repaid or Cash Collateralized and (y) notwithstanding the foregoing, among other thingsif a Default or Event of Default has occurred and is continuing, its the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment hereunderor if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the execution by maturity date of any tranche of Revolving Credit Commitments, the Administrative Agent, CBS sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shallBorrower, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderthe consent of any other Person.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, : (a) each Tranche A Revolving Lender agrees, severally and not jointly, to make Tranche A Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and or after the Effective Closing Date and until the earlier of (ai) the Business Day immediately preceding the Revolving Credit Maturity Date and (bii) the termination of the Tranche A Revolving Commitment of such LenderLender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender’s Tranche A Revolving Exposure exceeding such Lender’s Tranche A Revolving Commitment; and (b) each Tranche B Revolving Lender agrees, providedseverally and not jointly, that after giving effect to each make Tranche B Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrowLoans to Borrower, prepay at any time and reborrow Revolving Credit Loans from time to time on and or after the Tranche B Effective Date and prior to until the earlier of (i) the Revolving Credit Maturity DateDate and (ii) the termination of the Tranche B Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Tranche B Revolving Exposure exceeding such Lender’s Tranche B Revolving Commitment. Within the limits set forth in clauses (a) and (b) above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, agrees to make Revolving Credit one or more Term Loans to CBS or any Subsidiary Borrower, at any time and from time to time the Borrower (i) on and after the Effective Date and until (ii) prior to the earlier Term Loan Commitment Termination Date, not more than one time each week thereafter (unless an additional weekly borrowing date is consented to by the Agent and the Required Lenders), in the case of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lenderall Term Loans, in an aggregate principal amount at any time outstanding not to exceed the amount of such Lender’s initial Term Loan Commitment. (b) Notwithstanding the foregoing, provided, that after giving effect to each Revolving Credit (i) the aggregate principal amount of the Term Loan made on the Total Facility Exposure Effective Date and on any borrowing date shall not exceed the lesser of (x) the undrawn Total Term Loan Commitment then in effect. Each at such time and (y) the Maximum Tranche Amount with respect to any applicable Insurance Premium Loans being acquired by the Borrower may borrowwith the proceeds of such Term Loan, prepay and reborrow Revolving Credit (ii) the aggregate principal amount of all Term Loans made at any time pursuant to this Agreement shall not exceed the lesser of (x) the initial Total Term Loan Commitment on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions an amount which will not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreementresult in any Borrowing Base Deficit existing at such time, provided, that, in the case for purposes of this clause (ySection 2.01(b)(ii)(y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III PIK Interest Amount shall be true and correct included in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions Term Loans. Any amounts paid directly or indirectly by the Agents and the Lenders to the Collateral Value Insurer or the Contingent Collateral Value Insurer for coverage under the Collateral Value Policy or the Contingent Collateral Value Policy, as applicable, shall be deemed to be, and shall for all purposes of Credit this Agreement be treated as, Term Loans made to the Borrower hereunder. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. The Total Term Loan Commitment shall be permanently reduced immediately and without further action on the date of funding of each Lender (including Term Loan in an amount equal to such funded Term Loan. Each Lender’s Term Loan Commitment shall be permanently reduced immediately and without further action on the date of funding of each such Increasing Lender and Additional Lender) to be proportional Term Loan in an amount equal to such Lender’s share Pro Rata Share of such funded Term Loan. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Total Term Loan Commitment Termination Date after giving effect to the increase thereoffunding of such Lender’s Term Loan Commitment, if any, on such date.

Commitments. (a1) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrowers on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an “Delayed Draw Term Loan”) to the Borrowers at any time after the Delayed Draw Closing Date up until the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans shall not exceed for any such Lender the Delayed Draw Term Loan Commitment of such Lender and in the aggregate shall not jointlyexceed $1,425,000,000. Term Loans may at the option of the Borrowers be incurred and maintained as, and/or converted into ABR Loans or SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, all then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of doubt, Term Loans shall only be available in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in any Available Currency to CBS or the Borrowers from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any Subsidiary Borrowertime outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made available in an aggregate principal amount not to exceed (i) $150,000,000 at any time and from time to time on and after the Effective Closing Date and until prior to the earlier of Delayed Draw Closing Date (a) the Business Day immediately preceding or if none, the Revolving Credit Maturity Date Date) and (bii) the termination of the Commitment of such Lender, in an aggregate principal amount $200,000,000 at any time outstanding not and from time to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans time on and after the Effective Delayed Draw Closing Date and prior to the Revolving Credit Maturity Date, subject (B) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (C) shall not, for any Lender at any time, after giving effect thereto and to the termsapplication of the proceeds thereof, conditions result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and limitations (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans (w) denominated in Dollars may be ABR or SOFR Loans, as further provided herein, (x) denominated in euros, shall be EURIBOR Rate Loans, (y) denominated in Sterling, shall be ▇▇▇▇▇ Loans and (z) denominated in any other Available Currency, shall be rate designated with respect to such Available Currency at the time such Available Currency is approved by the Administrative Agent and the Revolving Credit Lenders. Automatically upon the occurrence of the Delayed Draw Closing Date, the Delayed Revolving Credit Commitments shall constitute an increase to the Revolving Credit Facility and shall be added to (and constitute a part of, be of the same Class as and have the same terms as) the Initial Revolving Credit Commitments, and shall be added to each Borrowing of outstanding Revolving Loans and Letters of Credit on a pro rata basis (based on the relative sizes of such Borrowings), so that each Revolving Credit Lender providing such Delayed Revolving Credit Commitments will participate proportionately in each outstanding Borrowing thereunder. The Administrative Agent is hereby authorized to take all actions as may be reasonably necessary and to mark the Register accordingly to reflect the amendments and adjustments set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to Each Applicable Lender severally agrees, on the terms and conditions hereof and relying upon the representations and warranties herein hereinafter set forth, and upon satisfaction of the applicable conditions set forth in Article 4, to make, from time to time during the Commitment Period, Advances to the Borrower at the Borrower’s request, provided that (i) the aggregate amount of all Advances made by such Applicable Lender hereunder on any date shall not exceed such Lender’s Available Commitment on such date and (ii) the aggregate amount of all Advances made by each Lender agreeshereunder shall not exceed the amount specified opposite such Lender’s name under the column “Commitment’’ on Schedule I hereto (or, severally if such Lender has entered into an Assignment and not jointlyAcceptance, set forth for such Lender with respect to make Revolving Credit Loans Commitments in the register maintained by the Administrative Agent pursuant to CBS Section 8.6(d)), as such amount may be reduced from time to time in accordance with Section 2.1(b), (c) or any Subsidiary BorrowerSection 2.2(c), (such Lender’s “Commitment”). The initial aggregate amount of the Lenders’ Commitments is €55,834,450.00. (b) The Borrower shall have the right at any time and from time to time on time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and after the Effective Date and until Lenders, to terminate or cancel, in whole or in part, the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination undrawn portion of the Commitment Commitments, provided that each partial reduction shall be in a minimum amount of such Lender, in €10,000,000 or an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole integral multiple of $25,000,000 €1,000,000 in excess thereof, provided, that in no event shall whereupon the Total Commitment exceed $2,500,000,000. Any such increase in Commitments of the Total Commitment Applicable Lenders shall be effected by CBS (x) requesting one or more of the Lenders to increase reduced pro rata in accordance with their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Commitments. (iic) If Upon the occurrence of any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders events set forth in this Agreement, and its Commitment shall be Section 2.1 of the amount specified Common Agreement which results in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed a reduction of the Rollover Lenders’ Existing Credit Exposures as a result of repayments of Existing Facility Advances pursuant to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with Section 2.1 of the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Common Agreement, the Borrowers Commitments of such Lenders shall make be reduced pro rata by the aggregate amount of such borrowings from such Increasing Lender reduction. No reduction, termination or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure cancellation of the Lenders, as shall Commitments pursuant to this Section 2.1 may be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofreinstated.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender Bank severally agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Final Maturity Date, subject to make a revolving loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the termsBorrower, conditions which Revolving Loans (i) shall be denominated in U.S. Dollars, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and limitations set forth maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that (x) all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type and (y) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Effective Date, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's Percentage of the Swingline Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time. (ib) Notwithstanding anything Subject to and upon the contrary contained terms and conditions herein set forth, BTCo in this Agreement, CBS may request its individual capacity agrees to make at any time and from time to time that after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment be increased by an then in effect and (v) shall not exceed in aggregate principal amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall at any time outstanding the Total Commitment exceed $2,500,000,000Maximum Swingline Amount. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent BTCo shall not be unreasonably withheld. In no event may obligated to make any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased Swingline Loans at a time when no a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default shall have occurred and be continuing and when each of from the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Required Banks. (iic) If On any Lender is willingBusiness Day, BTCo may, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory give notice to the Administrative Agent Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (a “Commitment Increase Supplement”), which agreement provided that each such notice shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender automatically given upon the occurrence of a Default or an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which is willing to become case a party hereto and Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a Lender hereunder and that has been consented to "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by the Administrative Agent shall enter into a written agreement with CBS all Banks pro rata based on each Bank's Percentage, and the Administrative Agent, proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in form the amount and substance reasonably satisfactory to in the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon manner specified in the execution by the Administrative Agent, CBS preceding sentence and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part date specified in writing by BTCo notwithstanding (i) that the amount of the Lenders set forth in this AgreementMandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, and its Commitment shall be the amount (ii) whether any conditions specified in its Additional Lender Agreement; andSection 5 are then satisfied, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with whether a Default or an Event of Default has occurred and is continuing, (iv) the execution by an Increasing Lender date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, proceeding under the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure Bankruptcy Code in respect of the LendersBorrower), each Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be required necessary to cause the aggregate outstanding principal amount Banks to share in such Swingline Loans ratably based upon their respective Percentages, provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of date the Total Commitment after giving effect respective assignment is purchased and, to the increase thereofextent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

Commitments. (a) The Term Loans Commitments and Revolving Credit Commitments. (i) Prior to the Restatement Effective Date, the Existing Lenders made term loans and delayed draw term loans (collectively, the “Existing Term Loan”) to the Borrowers in an initial aggregate principal amount equal to $75,000,000. As of the Restatement Effective Date, the aggregate outstanding principal balance of the Existing Term Loan is $73,445,312.50. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, on the Restatement Effective Date each Lender with a Term Loan Commitment severally agrees to make term loans (collectively, the “Restatement Term Loan”, and together with the Existing Term Loans, the “Term Loan”) to the Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan Commitment, which, for the sake of clarity, shall be an amount equal to $1,554,687.50 in the aggregate, such that, after giving effect to the making of such Restatement Term Loan, the aggregate outstanding principal balance of the Term Loan shall be $75,000,000 on the Restatement Effective Date. (ii) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Revolving Loan Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to CBS or any Subsidiary Borrower, the Borrowers at any time and from time to time on and after during the Effective Date and until the earlier term of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lenderthis Agreement, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of the Term Loan made on the Total Facility Exposure Restatement Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (ii) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the difference between (x) the Total Revolving Credit Commitment then in effectand (y) the aggregate Letter of Credit Obligations. Each Borrower The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrowers may borrow, prepay repay and reborrow reborrow, the Revolving Credit Loans on and or after the Restatement Effective Date and prior to the Revolving Credit Final Maturity Date, subject to the terms, conditions provisions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, each Lender agrees, Bank severally and not jointly, agrees to make revolving credit loans (each, a “Revolving Credit Loans Loan”; collectively, the “Revolving Credit Loans”) in Dollars and in Foreign Currencies to CBS or any Subsidiary Borrower, at any time and the Company from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of during the Commitment of such Lender, Period in an aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) at any one time outstanding not which, when added to exceed the amount of such LenderBank’s CommitmentCommitment Percentage of the aggregate principal amount of all Swing Line Loans and LOC Obligations then outstanding, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrowamount of such Bank’s Commitment; provided that, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase use of proceeds of Revolving Credit Loans to repay any Swing Line Loans or LOC Obligations, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Revolving Credit Loans, Swing Line Loans, Bid Loans and LOC Obligations outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time; and (ii) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Revolving Credit Loans that are Foreign Currency Loans outstanding to the Company shall not exceed $250,000,000. During the Commitment Period the Company may use the Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) The Revolving Credit Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans, or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent in accordance with subsections 2.3 and 2.7, provided that (1) no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Termination Date and (2) all Foreign Currency Loans must be Eurodollar Loans.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, agrees to make a loan or loans in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower, which Revolving Credit Loans to CBS or any Subsidiary Borrower, (i) shall be made at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Maturity Date, subject (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the termssame Borrowing shall, conditions unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and limitations set forth hereinreborrowed in accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (v) after giving effect thereto and to the application of the proceeds thereof, shall not result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be $100,000,000. (ib) Notwithstanding anything to The Borrower shall use the contrary contained in this Agreement, CBS may request Letters of Credit and the proceeds from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more Revolving Credit Loans for general corporate purposes of the Lenders Borrower and its Subsidiaries (including, without limitation, to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) finance capital expenditures, investments, acquisitions and to become parties to and Lenders under this Agreement, provided, repay Indebtedness); provided that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may notwithstanding any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier dateforegoing, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount none of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings proceeds from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall Loans may be required used to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereoffinance any Hostile Take-Over Bid.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Term Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans a Term Loan to CBS the Borrower on the Second Restatement Effective Date denominated in dollars in a principal amount not exceeding its Term Commitment. Notwithstanding the foregoing or any Subsidiary Borrowerother provision of this Agreement, at (i) any time and from time to time Cashless Option Lender shall not make its Refinanced New Term Loan in cash on and after the Second Restatement Effective Date and until but shall be deemed to have made its Refinanced New Term Loan under this Agreement by exchanging (i.e. rolling over) its Original Term Loan under the earlier of (a) Existing Credit Agreement in accordance with the Business Day immediately preceding Amendment No. 1 in the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an same aggregate principal amount at any time outstanding not to exceed as such Term Lender’s CommitmentOriginal Term Loans under the Existing Credit Agreement (or such lesser amount as the Administrative Agent may have allocated in accordance with the Amendment No. 1), provided(ii) each Term Lender that is a New Term Lender shall make its New Term Loan in cash on the Second Restatement Effective Date, that and (iii) after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed making of the Total Commitment then Term Loans in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after accordance with the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. foregoing clauses (i) Notwithstanding anything to the contrary contained in this Agreementand (ii), CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple all New Term Loans of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment any Term Lender shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to treated and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended made identically in a single borrowing without regard to reflect its increased Commitment. Any Other whether such Term Lender which is willing to become was a party hereto and Cashless Option Lender, a New Term Lender hereunder and that has been consented to by the Administrative Agent shall enter into or subsequently became a written agreement Term Lender in accordance with CBS and the Administrative Agent, in form and substance reasonably satisfactory this Agreement. (b) Subject to the Administrative Agent (terms and conditions herein, each Amendment No. 3 Incremental Term Lender agrees to make an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunderAmendment No. Upon 3 Incremental Term Loan to the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth Borrower in this Agreement, and its Commitment shall be the an amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional equal to such Lender’s share of the Total Commitment after giving effect to the increase thereof.Amendment No. 3

Commitments. (a) Upon the terms and conditions contained in this Agreement and the DIP Order and relying on the representations and warranties contained in this Agreement, each Lender severally agrees to make Loans during the Commitment Period to or for the benefit of the Borrower in an aggregate principal amount not to exceed at any time outstanding the Percentage Share of such Lender of the Commitment Amount then in effect; provided, however, that (i) the Loan Balance shall not exceed at any time the Commitment Amount then in effect, (ii) the sum of the outstanding principal balance of all Loans by any Lender shall not exceed at any time an amount equal to the Percentage Share of such Lender multiplied by the Commitment Amount then in effect and (iii) no Borrowing shall exceed the applicable Loan Limit for such Borrowing. Loans shall be made from time to time on any Business Day designated by the Borrower in its Borrowing Request. (b) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS during the Commitment Period, the Borrower may request from time convert Loans of one type or with one Interest Period into Loans of another type or with a different Interest Period. Except for prepayments made pursuant to time that the Total Commitment Section 2.12, each Borrowing, conversion, and prepayment of principal of Loans shall be increased by in an amount not less than at least equal to $50,000,000 or a whole multiple 100,000 and multiples of $25,000,000 in excess thereof100,000. Each Borrowing, providedprepayment, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more conversion of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, thatinto a Loan of a different type or, in the case of a Eurodollar Rate Loan, having a different Interest Period, shall be deemed a separate Borrowing, conversion, and prepayment for purposes of the foregoing, one for each type of Loan or Interest Period. Anything in this clause (y)Agreement to the contrary notwithstanding, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without aggregate principal amount of Eurodollar Rate Loans having the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III same Interest Period shall be true at least equal to $1,000,000 with multiples of $100,000; and correct if any Eurodollar Rate Loan would otherwise be in all material respects on and as of a lesser principal amount for any period, such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties Loan shall be true and correct in all material respects as of an Alternative Base Rate Loan during such earlier date)period. (iic) If any The initial Borrowing hereunder shall be made on the Closing Date. Each subsequent Borrowing, if any, shall be made on a Monday or, if such date is not a Business Day, the next succeeding Business Day. (d) Not later than 2:00 p.m., Central Standard or Daylight Savings Time, as the case may be, on the date specified for each borrowing, each Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory make available to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, an amount equal to the amount Percentage Share of such Lender of the increased Commitment of Borrowing to be made on such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitmentdate, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (at an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution account designated by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part account of the Lenders set forth in this Agreement, and its Commitment shall be the Borrower. The amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution so received by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate shall, subject to the LC Exposures terms and ABR Swingline Exposure of conditions hereof, be made available to the Lenders, as Borrower in immediately available funds at an account to be specified by the Borrower. All Loans by each Lender shall be maintained at the Applicable Lending Office of such Lender. (e) The failure of any Lender to make any Loan required to cause the aggregate outstanding principal amount be made by it hereunder shall not relieve any other Lender of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) its obligation to make any Loan required to be proportional made by it, and no Lender shall be responsible for the failure of any other Lender to such Lender’s share of the Total Commitment after giving effect to the increase thereofmake any Loan.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary BorrowerStandby Loans, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, to each Borrower in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment's Commitment minus the amount by which the Competitive Loans made to any Borrower and outstanding at such time shall be deemed to have used such Commitment pursuant to Section 2.14, providedsubject, however, to the conditions that after giving effect to each Revolving Credit Loan (i) at no time shall the Total Facility Exposure shall not sum of (x) the outstanding aggregate principal amount of all Standby Loans plus (y) the outstanding aggregate principal amount of all Competitive Loans exceed the Total Commitment, (i) at no time shall the sum of the outstanding aggregate principal amount of Loans hereunder plus Loans under and as defined in Facility A used, in each case, for purposes described in Section 5.08(ii) of the Facility A Credit Agreement exceed $2,930,000,000, (i) at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to Enserch plus (y) the outstanding aggregate principal amount of all Loans under and as defined in the Facility A Credit Agreement made to Enserch exceed $650,000,000, (i) unless and until the TU Electric Approval Date shall have occurred, at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to TU Electric plus (y) the outstanding aggregate principal amount of all Loans under and as defined in the Facility A Credit Agreement made to TU Electric exceed $1,250,000,000, (i) at no time shall the outstanding aggregate principal amount of all Standby Loans made by any Lender exceed the amount of such Lender's Commitment then in effectand (i) at all times, the outstanding aggregate principal amount of all Standby Loans made by each Lender to each Borrower shall equal the product of (B) the percentage which such Lender's Commitment represents of the Total Commitment times (B) the outstanding aggregate principal amount of all Standby Loans made to such Borrower. Each Borrower Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Revolving Credit Standby Loans hereunder, on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Revolving Lender agrees, severally and not jointly, agrees to make loans to the Borrower (each such loan, a “Revolving Credit Loans to CBS Loan”), denominated in US Dollars or any Subsidiary BorrowerEuros, at any time and from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Revolving Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan Exposure exceeding such Revolving Lender’s Revolving Commitment and (ii) the Total Facility Revolving Credit Exposure shall not exceed exceeding the Total Commitment then in effectAggregate Revolving Commitments. Each Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay repay and reborrow the Revolving Credit Loans on and after the Effective Date and prior Loans. (b) Subject to the Revolving Credit Maturity Date, subject to the terms, terms and conditions and limitations set forth herein. , each Term Loan Lender severally agrees to make a term loan to the Borrower (each such loan, a “Term Loan”), denominated in US Dollars, on the Initial Availability Date in an aggregate principal amount that will not result in (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of Term Loan made by such Increasing Lender. Upon the effectiveness of Term Loan Lender hereunder exceeding such Increasing Term Loan Lender’s increase in CommitmentTerm Loan Commitment or (ii) the aggregate amount of the Term Loans made by all Term Loan Lenders hereunder exceeding the total Term Loan Commitments. Once borrowed, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and the Borrower may not reborrow any portion of the Term Loans that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agentrepaid or prepaid, whether in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunderwhole or in part. Upon any funding of any Term Loan hereunder by any Term Loan Lender, such Term Loan Lender’s Term Loan Commitment shall terminate immediately and without further action in an amount equal to, and on the execution by the Administrative Agentdate of, CBS and such Other Lender funding of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional LenderTerm Loan.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthof this Agreement (including Article V), each Lender agrees, severally and not jointlyfor itself alone agrees that it will make Revolving Loans pursuant to its Revolving Loan Commitment described in this Section 2.1. From time to time, on any Business Day occurring prior to the Maturity Date, each Lender will make Revolving Loans to the Borrower equal to such Lender’s Percentage of the aggregate amount of the Revolving Loan Borrowing requested by the Borrower to be made by all Lenders on such day. No Lender shall be required to make any Revolving Credit Loan if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Loans (determined in the case of Loans denominated in a currency other than Dollars on the basis of the Dollar Equivalent thereof) of all Lenders would exceed the Commitment Amount, or (ii) the sum of the (A) then aggregate outstanding principal amount of all Revolving Loans (determined in the case of Loans denominated in a currency other than Dollars on the basis of the Dollar Equivalent thereof) of such Lender (B) an amount equal to CBS or any Subsidiary Borrower(1) such Lender’s Percentage multiplied by (2) the then Competitive Bid Outstanding Balance (determined in the case of Loans denominated in a currency other than Dollars on the basis of the Dollar Equivalent thereof) (C) an amount equal to such Lender’s Percentage multiplied by the then aggregate outstanding principal amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment Amount. Subject to the terms hereof, at any time and the Borrower may from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay repay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in under this Agreement, CBS may request . The Commitment Amount shall be deemed to be used from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto Competitive Bid Outstanding Balance and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each Swing Line Loans, and such Increasing Lender and Additional Lender) to be proportional to such Lender’s share deemed use of the Total Commitment after giving effect Amount shall be allocated to the increase thereofLenders’ Revolving Commitment Amounts according to their respective Percentages.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower in Dollars on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans, Eurocurrency Rate Loans, Term SOFR Loans, Daily Simple RFR Loans or Term RFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be re-borrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans to CBS the Borrower in Dollars or in an Alternative Currency from its lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any Subsidiary Borrowertime outstanding the amount of such ▇▇▇▇▇▇’s Revolving Credit Commitment; provided that the Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans, Eurocurrency Rate Loans, Term SOFR Loans, Daily Simple RFR Loans or Term RFR Loans that are Revolving Credit Loans; provided, further, that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and re-borrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment in respect of such Class at such time, and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans denominated in Dollars may be ABR Loans, Eurocurrency Rate Loans, Daily Simple RFR Loans or Term RFR Loans or Term SOFR Loans, and Revolving Credit Loans denominated in any Alternative Currency shall be Eurocurrency Rate Loans or Term RFR Loans, as further provided herein. (ii) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower in Dollars, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans or Daily Simple RFR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained in this Agreement, CBS may request from time to time that application of the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess proceeds thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase result at any time in the Total aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect and (v) may be repaid and re-borrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be effected by CBS (x) requesting one repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this AgreementBorrower, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Revolving Credit Lenders stating that a time when no Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Credit Lender that all then-outstanding Swingline Loans shall be true and correct funded with a Borrowing of Revolving Credit Loans denominated in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier dateDollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans or Daily SimpleTerm RSOFR Loans (each such representations and warranties Borrowing, a “Mandatory Borrowing”) shall be true made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to i) that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon Mandatory Borrowing may not comply with the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder minimum amount for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount each Borrowing specified in its Additional Lender Agreement; andSection 2.2, Schedule 1.1 shall(ii) whether any conditions specified in Section 7 are then satisfied, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with whether a Default or an Event of Default has occurred and is continuing, (iv) the execution by an Increasing Lender date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a Commitment Increase Supplement or by an Additional Lender proceeding under the Bankruptcy Code in respect of an Additional Lender AgreementHoldings), the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding each Revolving Credit Loans, and Lender hereby agrees that it shall forthwith purchase from the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure Lender (without recourse or warranty) such participation of the Lenders, outstanding Swingline Loans as shall be required necessary to cause the aggregate outstanding Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal amount and interest payable on such Swingline Loans shall be for the account of the Outstanding Revolving Extensions of Credit of each Swingline Lender (including each such Increasing Lender and Additional Lender) until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be proportional payable to such Lender’s share Lender purchasing same from and after such date of the Total Commitment after giving effect to the increase thereofpurchase.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, : (i) [reserved]; (ii) each Term Loan A Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans the Term Loan A to CBS or any Subsidiary Borrower, at any time and from time to time the Borrowers on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such LenderDate, in an aggregate principal amount at any time outstanding not to exceed the amount of such Lender▇▇▇▇▇▇’s Term Loan A Commitment; (iii) each Term Loan B Lender severally agrees to make the Term Loan B to the Borrowers on the Effective Date, providedin an aggregate principal amount not to exceed the amount of such ▇▇▇▇▇▇’s Term Loan B Commitment; and (iv) each Term Loan C Lender severally agrees to make the Term Loan C to the Borrowers on the Effective Date, that after giving effect in an aggregate principal amount not to each Revolving Credit exceed the amount of such ▇▇▇▇▇▇’s Term Loan C Commitment. (b) Notwithstanding the Total Facility Exposure foregoing: (i) [Reserved]. (ii) The aggregate principal amount of the Term Loan A made on the Effective Date shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000Term Loan A Commitment. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the principal amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender Term Loan A which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and repaid or prepaid may not be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderreborrowed.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the The aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share Term Loan B made on the Effective Date shall not exceed the Total Term Loan B Commitment. Any principal amount of the Term Loan B which is repaid or prepaid may not be reborrowed. (iv) The aggregate principal amount of the Term Loan C made on the Effective Date shall not exceed the Total Commitment after giving effect to Term Loan C Commitment. Any principal amount of the increase thereofTerm Loan B which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender’s Commitment, provided, that after giving effect to each 's Revolving Credit Loan Exposure exceeding such Lender's Commitment or (ii) the Total Facility Exposure shall not exceed sum of the Total Commitment then in effecttotal Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments. Each Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth hereinLoans. (ib) Notwithstanding anything to At any time during the contrary contained in this AgreementAvailability Period, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in if no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each at such time, the Borrower may, if it so elects, increase the aggregate amount of the representations Commitments, either by designating a Person not theretofore a Lender and warranties made acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) to become a Lender or by CBS in Article III agreeing with an existing Lender that such Lender's Commitment shall be true increased. Upon execution and correct in all material respects on delivery by the Borrower and as such Lender or other Person of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as instrument of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, assumption in form and substance amount reasonably satisfactory to the Administrative Agent (Agent, such existing Lender shall have a “Commitment Increase Supplement”), which agreement as therein set forth or such other Person shall specify, among other things, become a Lender with a Commitment as therein set forth and all the amount rights and obligations of the increased Lender with such a Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to which shall promptly notify the Administrative Agent other Lenders, (an “Additional Lender Agreement”), ii) the aggregate amount of each such increase which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations is effective on the part of the Lenders set forth in this Agreement, and its Commitment any day shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes at least $100,000,000 and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share Commitments shall at no time exceed $4,000,000,000. Upon any increase in the aggregate amount of the Total Commitment Commitments pursuant to this Section 2.01(b), within five Business Days in the case of the ABR Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Loans comprising each Eurodollar Revolving Borrowing then outstanding, the Borrower shall prepay such Loans in their entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article IV, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the increase thereofLenders in such proportion.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, : (i) each Revolving Loan Lender agrees, severally and not jointly, agrees to make loans (each, a “Revolving Credit Loans Loan” and, collectively, the “Revolving Loans”) to CBS or any Subsidiary Borrower, the Borrower at any time and from time to time on and after from the Effective Date and to the Final Maturity Date, or until the earlier reduction of (a) the Business Day immediately preceding the its Revolving Credit Maturity Date and (b) Commitment to zero in accordance with the termination of the Commitment of such Lenderterms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the lesser of (A) the amount of such Lender’s Revolving Credit Commitment, providedand (B) the amount of such Lender’s Pro Rata Share of the result of (1) the then extant Loan Limiter, that after giving effect minus (2) the then extant aggregate L/C Obligations, minus (3) the aggregate principal amount of the Swing Line Lines then outstanding; and (ii) each Term Loan Lender severally agrees to each make a term loan (collectively, the “Term Loan”) to the Borrower on the Effective Date, in an aggregate principal amount equal to the amount of such Lender’s Term Loan Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Credit Loan Loans outstanding at any time to the Total Facility Exposure Borrower shall not exceed the lower of (A) the difference between (x) the Total Revolving Credit Commitment and (y) the aggregate principal amount of the Swing Line Loans and the aggregate L/C Obligations and (B) the difference between (x) the then in effectcurrent Loan Limiter and (y) the aggregate principal amount of the Swing Line Loans and the aggregate L/C Obligations. Each The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrower may borrow, prepay repay and reborrow the Revolving Credit Loans Loans, on and or after the Effective Date and prior to the Revolving Credit Final Maturity Date, subject to the terms, conditions provisions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the The aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Total Commitment after giving effect to the increase thereofTerm Loan that is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan to each of the Parent Borrower and the Subsidiary Borrower (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) on the Closing Date; provided that the Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $830,000,000. Such Initial Term Loans (i) may at the option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitment. The Initial Term Loan shall be available in Dollars and on the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. As of the Amendment No. 3 Effective Date, the Initial Term Loans have been repaid in full. (b) Subject to and upon the terms and conditions set forth herein, each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans denominated in Available Currencies to CBS or the Borrowers from its applicable lending office (each, a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) in an aggregate principal amount not to exceed at any Subsidiary Borrower, time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided that any of the foregoing such Revolving Credit Loans (i) shall be made at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Maturity Date, subject to (ii) may, at the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more option of the Lenders to increase their respective Commitments Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, solely in the case of Revolving Credit Loans denominated in Dollars), Eurocurrency Loans (other than in the case of Revolving Credit Loans denominated in Dollars or Pounds Sterling) or RFR Loans (solely in the case of Revolving Credit Loans denominated in Pounds Sterling) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (iii) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (iv) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (v) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate Dollar Equivalent amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to the terms of this Agreement and the applicable Ancillary Documents, a Revolving Credit Lender (or an Affiliate thereof that qualifies as an Eligible Assignee) may make all or part of its Available Commitments available to any Borrower under the Revolving Credit Facility as an Ancillary Facility. (d) Subject to and upon the terms set forth in Amendment No. 3, (x) each Lender having an Amendment No. 3 Term Loan Commitment severally agrees to make Amendment No. 3 Term Loans to the Borrowers on the Amendment No. 3 Effective Date in an aggregate principal amount equal to such Amendment No. 3 Term Loan Lender’s Amendment No. 3 Term Loan Commitment (for the avoidance of doubt, without duplication of amounts converted or continued pursuant to the following clause (y)), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the and (y) each Cashless Settlement Term Lender (as defined herein prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate Amendment No. 5 Effective Date) has agreed to an earlier date, in which case such representations and warranties shall be true and correct in all material respects continue and/or convert its Existing Term Loans (as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory defined herein prior to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing LenderAmendment No. Upon the effectiveness of such Increasing Lender’s increase 5 Effective Date) in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional equal to such Lender’s share of the Total Commitment after giving effect Cashless Settlement Allocated Amount (as defined herein prior to the increase thereof.Amendment No. 5

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan or loans in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $795,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Term Loans or LIBOR Term Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans to CBS the Borrower denominated in Dollars or any Subsidiary Alternative Currency as elected by the Borrower pursuant to Section 2.2 from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate Dollar Equivalent principal amount that shall not, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment and (ii) the aggregate Revolving Credit Exposures exceeding the aggregate Revolving Credit Commitments. Any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Revolving Credit Loans (in the case of Revolving Credit Loans denominated in Dollars only) or LIBOR Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class and (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Multicurrency Exposure at such time exceeding the Multicurrency Sublimit then in effect. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to the termsmake a loan or loans (each, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “LenderSwingline Loan” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.collectively the

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Revolving Lender agrees, severally (and not jointly, ) agrees to make Revolving Credit Loans in dollars to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed such Lender’s Commitment, provided, that result (after giving effect to each any application of proceeds of such Borrowing pursuant to Section 2.10(a)) in (i) such ▇▇▇▇▇▇’s Revolving Credit Loan Exposure exceeding such ▇▇▇▇▇▇’s Revolving Commitment or (ii) the Total Facility Aggregate Revolving Exposure shall not exceed exceeding the Total Commitment then in effectaggregate Revolving Commitments. Each Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior Loans. (b) Subject to the Revolving Credit Maturity Date, subject to the terms, terms and conditions and limitations set forth herein. , each Lender with an Initial Term Loan Commitment severally (iand not jointly)(i) Notwithstanding anything the Additional Term B-1 Lender agrees to make its ratable share of a term loan (the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other LenderInitial Term Loan”) to become parties the Borrower on thedenominated in dollars (together with each Loan converted from a Converted Term Loan pursuant to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). subclause (ii) If any Lender is willingbelow, a “Term B-1 Loan”) on the Amendment No. 1 Effective Date in an aggregate principal amount not to exceed its sole and absolute discretion, Initial Term Loan Commitment. The Initial Term Loan will be disbursed to increase the Borrower in a single advance on the Effective Datethe amount of its Additional Term B-1 Commitment hereunder and (any such Lender, an “Increasing Lender”), it ii) each Converted Term Loan of each Amendment No. 1 Consenting Lender shall enter be converted into a written agreement to that effect with CBS and Term B-1 Loan of such Lender effective as of the Administrative Agent, Amendment No. 1 Effective Date in form and substance reasonably satisfactory a principal amount equal to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional ▇▇▇▇▇▇’s Converted Term Loan immediately prior to such Lender’s share conversion. As of the Total Commitment after giving effect to Amendment No. 1 Effective Date, the increase thereofaggregate principal amount of Term B-1 Loans is $299,250,000. Amounts prepaid or repaid in respect of Initial Term B-1 Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthof this Agreement, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans advances to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time on and after time, subject to the Effective provisions of Section 2.4, from the Closing Date and until to the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding up to but not exceeding the amount of such Lender’s Commitment as then in effect; provided, however, (a) the aggregate Outstanding Amount of (i) the Revolving Loan outstanding applicable to a Lender plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment, provided, that after giving effect Commitment and (ii) the Loan (inclusive of such Lender’s obligation to each make advances under the Revolving Credit Loan to pay Swingline Advances) outstanding applicable to a Lender plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment and (b) the Total Facility Exposure Outstandings shall not at any time exceed the Total Commitment then in effectaggregate Commitments. Each Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow Revolving Credit Loans on hereunder the amount of the Commitments and after may establish a Base Rate Balance and Libor Balances thereunder and, until the Effective Date and prior to the Revolving Credit Maturity Date, subject to the termsBorrower may Continue Libor Balances established under the Revolving Loan or Convert Balances established under the Revolving Loan as either Libor Balances or Base Rate Balances into Base Rate Balances or Libor Balances, conditions and limitations set forth herein. (i) as applicable. Notwithstanding anything to the contrary contained in this Agreement, CBS the Borrower may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple request, and Bank of $25,000,000 America may in excess thereof, provided, that its discretion from time to time advance (but shall in no event be obligated to advance), revolving loans which are to be funded solely by Bank of America (the “Swingline Advances”); provided, however, that (i) the aggregate principal amount of the Swingline Advances outstanding at any time shall not exceed fifteen million Dollars ($15,000,000) and the Total Commitment Outstandings shall not exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more aggregate principal amount of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Bank of America shall give the Agent and each Lender is willing, in its sole and absolute discretion, to increase the amount written notice of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions Swingline Advances upon the written request of Credit the Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one (1) Business Day’s prior written notice given by Bank of America to the Agent and the other Lenders at any time and from time to time (including at any time following the occurrence of a Default or an Event of Default) and, in any event, without notice on the Business Day immediately preceding the Maturity Date, each Lender (including Bank of America) severally agrees, irrevocably and unconditionally, as provided in the first sentence of this Section 2.1, and notwithstanding anything to the contrary contained in this Agreement, any Default or Event of Default or the inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any advance under the Loan contained in Article 8 (which conditions precedent shall not apply to this sentence), to make an advance under the Revolving Loan, in the form of a Base Rate Balance, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such advance under the Revolving Loan shall be promptly paid by the Agent to Bank of America and applied as a repayment of the aggregate principal amount of the Swingline Advances then outstanding. Subject to the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the Swingline Advances and may establish a Base Rate Balance and IBOR Balances thereunder and, until the Maturity Date, the Borrower may Continue IBOR Balances established under the Swingline Advances or Convert Balances established under the Swingline Advances as either IBOR Balances or Base Rate Balances into Base Rate Balances or IBOR Balances, as applicable. Each Type of Balance under the Loan advanced by each such Increasing Lender shall be established and Additional Lender) to be proportional to maintained at such Lender’s share Applicable Lending Office for such Type of the Total Commitment after giving effect to the increase thereofBalance.

Commitments. (ai) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, The Borrower may at any time and from time to time on request that all or a portion of each Term Loan of any Class (such Class, an “Existing Term Loan Class” and after such Term Loans, “Existing Term Loans”) be converted to extend the Effective Date and until the earlier scheduled final maturity date(s) of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination any payment of the Commitment principal with respect to all or a portion of any principal amount of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Term Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such LenderTerm Loans which have been so converted, an “Increasing LenderExtended Term Loans”)) and to provide for other terms consistent with this Section 2.22. Prior to entering into any Extension Amendment with respect to any Extended Term Loans, it the Borrower shall enter into a provide written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class and which such request shall be offered equally to all such Lenders) (a “Commitment Increase SupplementTerm Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall identical to the Term Loans of the Existing Term Loan Class from which they are to be extended, except that (v) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Incremental Facility Agreement, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.22(c) below) (provided that, for the avoidance of doubt, the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Loans of the Existing Term Loan Class from which they are to be converted), which agreement shall specify(w)(A) the interest rates (including through fixed interest rates), among other thingsinterest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (x) subject to the provisions set forth in Section 2.10 and Section 2.11, the amount of Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) as may be agreed between the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS Borrower and the Administrative AgentLenders thereof, in form (y) the Extension Amendment may provide for other covenants and substance reasonably satisfactory terms that apply to any period after the Administrative Agent latest Maturity Date and (an “Additional Lender Agreement”), z) the terms of any Extended Term Loans may also contain other differences from the Existing Term Loan Class from which agreement shall specify, among other things, its Commitment hereunder. Upon the execution they are to be extended as are approved by the Administrative Agent, CBS acting reasonably, so long as such differences are not material and such Other Lender not adverse to the Lenders of such Additional Lender Agreement, such Other Existing Term Loan Class. No Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed have any obligation to agree to have been amended any of its Term Loans converted into Extended Term Loans pursuant to reflect such Commitmentany Term Loan Extension Request. Each Other Lender Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lenderthey were converted.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) [Reserved]. (b) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving a 2025 Term Loan Commitment severally agrees to make a term loan or loans denominated in Dollars (each, a “2025 Term Loan”) to the Borrower on the Twelfth Amendment Effective Date, which 2025 Term Loans shall not exceed for any such Lender the 2025 Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,325,000,000. Such 2025 Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term Benchmark Loans; provided, that all 2025 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2025 Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the 2025 Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan Commitments. On the 2025 Term Loan Maturity Date, all then outstanding 2025 Term Loans shall be repaid in full in Dollars. (c) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender (including each 2025 Revolving Credit Lender) severally and not jointly, agrees to make Revolving Credit Loans denominated in Dollars to CBS the Borrower (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided, that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and on or prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Term Benchmark Loans; provided, that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Subsidiary BorrowerRevolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Lender’s Commitment in respect of such Class of Revolving Loans at such time, and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Commitments with respect to such Class. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Swingline Maturity Date, subject to make a loan or loans in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the termsBorrower, conditions and limitations set forth herein. which Swingline Loans (i) Notwithstanding anything shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(b), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the contrary contained in this Agreement, CBS may request from time to time that application of the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess proceeds thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase result at any time in the Total Commitment shall be effected by CBS (x) requesting one or more aggregate amount of the Lenders to increase their respective Commitments and/or Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (yv) arranging for one may be repaid and reborrowed (without premium or more banks or financial institutions penalty) in accordance with the provisions hereof. The Swingline Lender shall not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in make any Swingline Loan after receiving a written notice from the case of this clause (y)Borrower, the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without or the prior written consent of such Lender. The Total Commitment may only be increased at Required Revolving Credit Lenders stating that a time when no Default or Event of Default has occurred and is continuing until such time as the Swingline Lender shall have occurred and be continuing and when received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each of the representations and warranties made by CBS in Article III Revolving Lender that all then-outstanding Swingline Loans shall be true and correct in all material respects on and as funded with a Borrowing of such time (except to the extent such representations and warranties expressly relate to an earlier dateRevolving Loans, in which case such representations and warranties (i) Revolving Loans constituting ABR Loans shall be true made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Lender pro rata based on each Revolving Lender’s Revolving Credit Commitment Percentage, and correct the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans upon one (1) Business Days’ notice pursuant to each Mandatory Borrowing in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to i) that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon Mandatory Borrowing may not comply with the effectiveness of such Increasing Lender’s increase minimum amount for each Borrowing specified in CommitmentSection 2.2, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, (ii) whether any conditions specified in form and substance reasonably satisfactory to the Administrative Agent Section 7 are then satisfied (an “Additional Lender Agreement”or waived), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with whether a Default or an Event of Default has occurred and is continuing, (iv) the execution by an Increasing Lender date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, proceeding under the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure Bankruptcy Code in respect of the LendersBorrower), each Revolving Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be required necessary to cause the aggregate outstanding Revolving Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal amount and interest payable on such Swingline Loans shall be for the account of the Outstanding Revolving Extensions of Credit of each Swingline Lender (including each such Increasing Lender and Additional Lender) until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be proportional payable to such Lender’s share Revolving Lender purchasing same from and after such date of the Total Commitment after giving effect to the increase thereofpurchase.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to CBS or any Subsidiary Borrowermake, at any time and from time to time on and or after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Termination Date to the Parent Borrower or any Subsidiary Borrower (or their permitted successors hereunder) (on a joint and several basis as between the Borrowers) one or more Revolving Credit Maturity DateLoans, subject which Revolving Credit Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Borrowers, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans, provided that except as otherwise specifically provided in Subsections 4.9 and 4.10, all Revolving Credit Loans comprising the same Borrowing shall at all times be of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Lender to the terms, conditions extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Lender Exposure of such Lender to exceed the amount of its Commitment at such time; and (v) shall not be made (and limitations set forth hereinshall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Lender Exposure to exceed the lesser of (A) the aggregate Commitments as then in effect and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered). (ib) Notwithstanding anything to the contrary contained in Subsection 2.1(a) or elsewhere in this Agreement, CBS may request from time the Administrative Agent shall have the right to time establish Availability Reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base including reserves with respect to (i) sums that the Total Commitment Borrowers are or will be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereofrequired to pay (such as taxes (including payroll and sales taxes), providedassessments, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase insurance premiums, or, in the Total Commitment shall be effected case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by CBS (x) requesting the Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, Liens in the case ABL Priority Collateral granted in the Security Documents (such as Liens or trusts in favor of this clause landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the ABL Priority Collateral (yincluding any such Liens in respect of Management Guarantees); provided that (x) with respect to any Availability Reserve (other than any Designated Hedging Reserves or Designated Cash Management Reserves), the Administrative Agent shall have consented provided the applicable Borrower reasonable advance notice of any such establishment and (y) with respect to any Designated Hedging Reserves or Designated Cash Management Reserves, (i) the Administrative Agent may establish such Other LenderDesignated Hedging Reserves or Designated Cash Management Reserves immediately upon receiving notice in writing from the Borrower Representative pursuant to Subsection 11.22 that a Designated Hedging Reserve or Designated Cash Management Reserve, which consent as applicable, may be established and (ii) the Administrative Agent shall increase, reduce or eliminate the amount of any existing Designated Hedging Reserve or existing Designated Cash Management Reserve immediately upon receiving written notice of any adjustment to the amount of such existing Designated Hedging Reserve or existing Designated Cash Management Reserve from the Borrower Representative pursuant to the last sentence of Subsection 11.22 (provided that the Administrative Agent shall not be unreasonably withheldobligated to establish or increase any Designated Hedging Reserve or Designated Cash Management Reserve if at the time of, and after giving effect to, such establishment or increase, Excess Availability would be less than zero); and provided, further, that the Administrative Agent may only establish an Availability Reserve after the Closing Date based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Administrative Agent as of the Closing Date. In no event may The amount of any Lender’s Commitment be increased without such Availability Reserve shall have a reasonable relationship to the prior written consent event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of notice, the representations and warranties made by CBS in Article III Administrative Agent shall be true available to discuss any proposed Availability Reserve, and correct any applicable Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in all material respects on a manner and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (unless there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Availability Reserve established pursuant to such event, condition or other matter, shall be discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate (i) eligibility criteria contained in the definition of “Commitment Increase SupplementEligible Accounts”, “Eligible Credit Card Receivables” or “Eligible Inventory” and vice versa, or (ii) reserves or criteria deducted in computing the value of Eligible Inventory (based on cost and quantity) and vice versa. (c) In the event the Borrowers are unable to comply with (i) the borrowing base limitations set forth in Subsection 2.1(a) or (ii) the conditions precedent to the making of Revolving Credit Loans or the issuance of Letters of Credit set forth in Section 6, the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Credit Loans to the Borrowers, which may only be made as ABR Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a notice of Borrowing requesting an Agent Advance until the earliest of (i) the 30th Business Day after such date, (ii) the date the respective Borrowers or Borrower is again able to comply with the Borrowing Base limitations set forth in Subsection 2.1(a) and the conditions precedent to the making of Revolving Credit Loans and issuance of Letters of Credit set forth in Section 6, or obtains an amendment or waiver with respect thereto and (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”), which agreement . The Administrative Agent shall specify, among other things, not make any Agent Advance to the extent that at such time the amount of such Agent Advance (A) when added to the increased Commitment aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 10.0% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (B) when added to the Aggregate Lender Exposure as then in effect (immediately prior to the incurrence of such Increasing LenderAgent Advance), would exceed the aggregate Commitments at such time. Upon It is understood and agreed that, subject to the effectiveness of such Increasing Lender’s increase in Commitmentrequirements set forth above, Schedule 1.1 shall, without further action, Agent Advances may be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to made by the Administrative Agent shall enter into a written agreement with CBS and in its discretion to the extent the Administrative AgentAgent deems such Agent Advances necessary or desirable (x) to preserve and protect the applicable ABL Priority Collateral, in form or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and substance reasonably satisfactory other obligations of the Loan Parties hereunder and under the other Loan Documents or (z) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses and other sums payable under the Loan Documents, and that the Borrowers shall have no right to require that any Agent Advances be made. (d) Each Borrower agrees that, upon the request to the Administrative Agent (an “Additional by any Revolving Credit Lender Agreement”made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and in order to evidence such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding ’s Revolving Credit Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure form of the LendersExhibit A-1 hereto (each, as shall be required amended, restated, supplemented, replaced or otherwise modified from time to cause time, a “Revolving Credit Note”), with appropriate insertions as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the aggregate outstanding unpaid principal amount of the Outstanding all Revolving Extensions of Credit of each Loans made by such Revolving Credit Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share Borrower. Each Revolving Credit Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Termination Date and (iii) provide for the payment of the Total Commitment after giving effect to the increase thereofinterest in accordance with Subsection 4.1.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthof this Agreement (including Article V), each Lender agrees, severally and not jointly, to for itself alone agrees that it will make Revolving Credit Loans pursuant to its Revolving Loan Commitment described in this Section 2.1. From time to time, on any Business Day occurring prior to the Maturity Date, each Lender will make Revolving Loans to CBS or any Subsidiary Borrower, at any time and from time the Borrower equal to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s CommitmentPercentage of the aggregate amount of the Revolving Loan Borrowing requested by the Borrower to be made by all Lenders on such day. No Lender shall be required to make any Revolving Loan if, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein.thereto, (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of all Loans (determined in the Outstanding case of Loans denominated in a currency other than Dollars on the basis of the Dollar Equivalent thereof) of all Lenders would exceed the Commitment Amount, or (ii) the sum of the (A) then aggregate outstanding principal amount of all Revolving Extensions Loans (determined in the case of Credit Loans denominated in a currency other than Dollars on the basis of each Lender the Dollar Equivalent thereof) of such Lender (including each such Increasing Lender and Additional LenderB) an amount equal to be proportional to (1) such Lender’s share Percentage multiplied by (2) the then Competitive Bid Outstanding Balance (determined in the case of Loans denominated in a currency other than Dollars on the basis of the Total Dollar Equivalent thereof) would exceed such Lender’s Revolving Commitment after giving effect Amount. Subject to the increase thereofterms hereof, the Borrower may from time to time borrow, repay and reborrow Revolving Loans under this Agreement. The Commitment Amount shall be deemed to be used from time to time to the extent of the Competitive Bid Outstanding Balance, and such deemed use of the Commitment Amount shall be allocated to the Lenders’ Revolving Commitment Amounts according to their respective Percentages.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agreesseverally agrees to make loans (each, a “Term Loan”) to the Borrower from time to time, but not more than once within every calendar quarter (unless otherwise agreed by all Lenders), on any Business Day during the Availability Period (specified in a Borrowing Notice as the date of a Borrowing) in a principal amount that will not result in (i) the aggregate principal amount of all Term Loans held by such Lender outstanding following such proposed Borrowing exceeding such ▇▇▇▇▇▇’s Term Loan Commitment or (ii) the aggregate principal amount of all Loans held by all Lenders outstanding following such proposed Borrowing exceeding the total Commitments of all Lenders. Term Loans repaid or prepaid may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Lender agrees to consider from time to time, on an uncommitted and absolutely discretionary basis, severally and not jointlyjointly with any other Lender, to make Revolving Credit Loans loans (each, a “Liquidity Buffer Loans”) to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time time, but not more than once within any thirty (30)-day period, on and after any Business Day (specified in a Borrowing Notice as the Effective Date and until the earlier date of a Borrowing) in a principal amount that will not result in (ai) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time of all Liquidity Buffer Loans held by such Lender outstanding not following such proposed Borrowing exceeding such ▇▇▇▇▇▇’s Liquidity Buffer Commitment or (ii) the aggregate principal amount of all Loans held by all Lenders outstanding following such proposed Borrowing exceeding the total Commitments of all Lenders. Within the foregoing limits and subject to exceed such Lender’s Commitmentthe terms and conditions set forth herein, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth hereinLiquidity Buffer Loans. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Standby Loans to CBS the Company or any Subsidiary BorrowerManor Healthcare and to make Eurocurrency Loans to the Borrowers, at any time and from time to time on and after the Effective Date date hereof and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding which does not to exceed (or the Equivalent Dollar Amount of which does not exceed) such Lender’s Commitment's Commitment minus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Commitment pursuant to Section 2.16, providedsubject, however, to the conditions that (a) at no time shall any Loan be made if, immediately after giving effect thereto and to each Revolving Credit Loan the Total Facility Exposure shall not application of the proceeds thereof, the Aggregate Principal Amount Outstanding would exceed the Total Commitment, (b) at no time shall any Loan be made if, immediately after giving effect thereto and to the application of the proceeds thereof, the aggregate Equivalent Dollar Amount of all outstanding Eurocurrency Loans would exceed the Eurocurrency Sublimit and (c) at all times the outstanding aggregate principal amount of all Standby Loans made by each Lender shall equal the product of (i) the percentage which its Commitment then in effectrepresents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Standby Loans made pursuant to Section 2.04. Each Borrower Lender's Commitment is set forth opposite its respective name in Schedule 2.01. Such Commitments may be terminated or reduced from time to time pursuant to Section 2.11. Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Revolving Credit Loans hereunder, on and after the Amendment Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, : (i) each Revolving A Lender agrees, severally and not jointly, agrees to make Revolving Credit A Loans to CBS or any Subsidiary Borrower, the Borrowers at any time and from time to time on and after from the Effective Date and to the Final Maturity Date, or until the earlier reduction of (a) its Revolving A Credit Commitment to zero in accordance with the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lenderterms hereof, in an aggregate principal amount of Revolving A Loans at any time outstanding not to exceed the amount of such Lender’s 's Revolving A Credit Commitment, provided, that after giving effect ; and (ii) each B-Lender severally agrees to each make a B-Loans] to the Borrowers on the Effective Date in the amount of such Lender's B-Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of the Revolving Credit Loan A Loans outstanding at any time to the Total Facility Exposure Borrowers shall not exceed the difference between (A) the lesser of (x) the Total Revolving A Credit Commitment and (y) the then in effectcurrent Borrowing Base and (B) the aggregate Letter of Credit Obligations. (ii) Any principal amount of the B-Loans which is repaid or prepaid may not be reborrowed. Each Borrower Upon funding of the B-Loans, the B-Commitment of each B-Lender shall automatically and permanently be reduced to zero on the Effective Date.. (iii) [Reserved] (iv) The Revolving A Credit Commitment shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrowers may borrow, prepay repay and reborrow the Revolving Credit Loans A Loans, on and or after the Effective Date and prior to the Revolving Credit Final Maturity Date, subject to the terms, conditions provisions and limitations set forth herein. (ic) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the The Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented no obligation to such Other Lendermake any Loans if, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default either immediately before or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to such Loans, the increase thereofaggregate amount of the Loans plus the Letter of Credit Obligations exceeds or will exceed the amount of Indebtedness permitted to be incurred under the Euro Indenture (the amount of any such excess is hereafter referred to as the "Indenture Deficit"), if such Indenture is in effect.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Term Lender agrees, severally and not jointly, agrees to make (i) a Domestic Term Loan on the Closing Date to the Domestic Borrower in Dollars in an amount equal to such Lender’s Applicable Percentage of the amount specified by the Domestic Borrower in the Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 (such amount, the “Domestic Term Borrowing Amount”), (ii) a Bermuda Term Loan to the Bermuda Borrower on the Closing Date in Dollars in an amount equal to such Lender’s Applicable Percentage of the amount specified by the Bermuda Borrower in the Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 (such amount, the “Bermuda Term Borrowing Amount”) and (iii) a Luxembourg Term Loan to the Luxembourg Borrower on the Closing Date in Dollars in an amount equal to such Lender’s Applicable Percentage of the amount specified by the Luxembourg Borrower in the Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 (such amount, the “Luxembourg Term Borrowing Amount” which, when combined with the Domestic Term Borrowing Amount and the Bermuda Term Borrowing Amount, shall not exceed the Term Loan Commitment of such Lender), in each case, by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, in an amount equal to (A) the Domestic Term Borrowing Amount as it relates to the Domestic Term Loans, (B) the Bermuda Term Borrowing Amount as it relates to the Bermuda Term Loans and (C) the Luxembourg Term Borrowing Amount as it relates to the Luxembourg Term Loans. Amounts repaid in respect of Domestic Term Loans, Bermuda Term Loans and Luxembourg Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make (i) Domestic Revolving Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after during the Effective Date and until Availability Period to the earlier Domestic Borrower in Dollars in an amount equal to such Lender’s Applicable Percentage of the amount specified by the Domestic Borrower in the Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 (aeach such amount, a “Domestic Revolving Borrowing Amount”), (ii) Bermuda Revolving Loans from time to time during the Business Day immediately preceding Availability Period to the Bermuda Borrower in Dollars in an amount equal to such Lender’s Applicable Percentage of the amount specified by the Bermuda Borrower in the Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 (each such amount, a “Bermuda Revolving Credit Maturity Date Borrowing Amount”) and (biii) Luxembourg Revolving Loans from time to time during the termination Availability Period to the Luxembourg Borrower in Dollars in an amount equal to such Lender’s Applicable Percentage of the Commitment of amount specified by the Luxembourg Borrower in the Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 (each such Lenderamount, in a “Luxembourg Revolving Borrowing Amount” which, when combined with any Domestic Revolving Borrowing Amount and any Bermuda Revolving Borrowing Amount at any time outstanding, shall be an aggregate principal amount at any time outstanding that will not to exceed result in (1) such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan Exposure exceeding such Lender’s Revolving Commitments or (2) the Total Facility Exposure shall not exceed total Revolving Credit Exposures exceeding the Total Commitment then in effecttotal Revolving Commitments). Each Within the foregoing limits and subject to the terms and conditions set forth herein, the (x) Domestic Borrower may borrow, prepay and reborrow Domestic Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity DateLoans, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto the Bermuda Borrower may borrow, prepay and reborrow Bermuda Revolving Loans and (each an “Other Lender”z) to become parties to the Luxembourg Borrower may borrow, prepay and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)reborrow Luxembourg Revolving Loans. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and ----------- conditions hereof and relying upon the representations and warranties herein set forth, : (i) each Revolving Loan Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to CBS or any Subsidiary Borrower, the Borrowers at any time and from time to time on and after from the Facility Effective Date and to the Final Maturity Date, or until the earlier reduction of (a) the Business Day immediately preceding the its Revolving Credit Maturity Date and (b) Commitment to zero in accordance with the termination of the Commitment of such Lenderterms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Commitment, provided, that after giving effect to each 's Revolving Credit Commitment; (ii) each Term Loan A Lender severally agrees to make one or more advances to the Borrowers constituting Term Loan A at any time and from time to time from the Facility Effective Date to the Final Maturity Date, or until the earlier reduction of its Term Loan A Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Term Loan A at any time outstanding not to exceed the amount of such Lender's Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make a Term Loan B to the Borrowers on the Facility Effective Date in an aggregate principal amount not to exceed the amount of such Lender's Term Loan B Commitment. (b) Notwithstanding the foregoing, (i) the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the difference between (A) the lesser of (x) the Total Revolving Credit Commitment and (y) the then current Borrowing Base and (B) the aggregate Letter of Credit Obligations; (ii) the aggregate principal amount of any Term Loan A advance shall not exceed the remaining Total Term Loan A Commitment at the time of such advance, and each Term Loan A advance shall be in an amount not less than $5,000,000 and integral multiples of $5,000,000 in excess thereof; (iii) the aggregate principal amount of the Term Loan B made on the Facility Exposure Effective Date shall not exceed the Total Term Loan B Commitment; (iv) the Revolving Credit Commitment then shall automatically and permanently be reduced to zero on the Final Maturity Date; (v) the Term Loan A Commitment of each Term Loan A Lender shall automatically and permanently be reduced on a Dollar for Dollar basis upon funding of any Term Loan A advance, such permanent reduction to be in effect. Each Borrower the amount of such Term Loan A advance; (vi) within the foregoing limits, the Borrowers may borrow, prepay repay and reborrow Revolving Credit Loans Loans, on and or after the Facility Effective Date and prior to the Revolving Credit Final Maturity Date, subject to the terms, conditions provisions and limitations set forth herein.; and (ivii) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to Term Loans which is repaid or prepaid may not be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofreborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Primary Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrowerthe Borrower in Dollars, at any time and from time to time on and after the Effective Closing Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Primary Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Primary Lender’s Commitment's Primary Commitment minus the sum of such Primary Lender's pro rata share of the aggregate principal Dollar Equivalent Amount of the Pounds Sterling Loans and Canadian Loans made by such Lender plus the outstanding Dollar Equivalent Amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18, providedsubject, however, to the condition that after giving effect to each Revolving Credit Loan at no time shall (i) the Total Facility Exposure shall not exceed sum of (A) the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow outstanding aggregate principal amount of all Revolving Credit Loans made by all Primary Lenders plus the outstanding aggregate principal Dollar Equivalent Amount of all Competitive Loans, Pounds Sterling Loans and Canadian Revolving Credit Loans made by the Lenders exceed (ii) the Total Commitment. During the Commitment Period, the Borrower may use the Primary Commitments of the Primary Lenders by borrowing, prepaying the Primary Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Canadian Lender agrees, severally and not jointly, to make revolving credit loans (each, a "Canadian Revolving Credit Loan") to the Canadian Borrower in Canadian Dollars, at any time and from time to time on and after the Effective Closing Date and prior to until the Revolving Credit earliest of (i) the Maturity Date, subject (ii) such date on which the Borrower shall fail to own, directly or indirectly, beneficially and of record, all of the capital stock of the Canadian Borrower and (iii) the termination of the Canadian Commitment of such Canadian Lender, in an aggregate principal amount at any time outstanding not to exceed such Canadian Lender's Canadian Commitment minus the sum of such Canadian Lender's pro rata share of the outstanding Dollar Equivalent Amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Canadian Lender's Commitment pursuant to Section 2.18, subject, however, to the termsconditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal Dollar Equivalent Amount of all Canadian Revolving Credit Loans made by all Canadian Lenders plus the outstanding aggregate principal Dollar Equivalent Amount of all Primary Loans, Pounds Sterling Loans and Competitive Loans made by the Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Canadian Revolving Credit Loans made by each Canadian Lender shall equal the product of (i) the percentage that its Canadian Commitment represents of the aggregate Canadian Commitment times (ii) the outstanding aggregate principal amount of all Canadian Revolving Credit Loans. During the Commitment Period, the Canadian Borrower may use the Canadian Commitments of the Canadian Lenders by borrowing, prepaying the Canadian Revolving Credit Loans in whole or in part and reborrowing, all in accordance with the terms and conditions and limitations set forth hereinhereof. (ic) Notwithstanding anything Subject to the contrary contained terms and conditions hereof and relying upon the representations and warranties herein set forth, each Pounds Sterling Lender agrees, severally and not jointly, to make revolving credit loans (each, a "Pounds Sterling Loan") to the Borrower in this AgreementU.K. Pounds Sterling, CBS may request at any time and from time to time that on and after the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall Closing Date and until the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more earlier of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to Maturity Date and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each termination of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Pounds Sterling Commitment of such Increasing Pounds Sterling Lender. Upon , in an aggregate principal amount at any time outstanding not to exceed such Pounds Sterling Lender's Pounds Sterling Commitment minus the effectiveness sum of such Increasing Pounds Sterling Lender’s increase in Commitment, Schedule 1.1 shall, without further action, 's pro rata share of the outstanding Dollar Equivalent Amount by which the Competitive Loans outstanding at such time shall be deemed to have been amended used such Pounds Sterling Lender's Commitment pursuant to reflect its increased Commitment. Any Other Lender which is willing Section 2.18, subject, however, to become a party hereto the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal Dollar Equivalent Amount of all Pounds Sterling Loans made by all Pounds Sterling Lenders plus the outstanding aggregate principal Dollar Equivalent Amount of all Primary Loans, Canadian Revolving Credit Loans and a Lender hereunder and that has been consented to Competitive Loans made by the Administrative Agent shall enter into a written agreement with CBS Lenders exceed (ii) the Total Commitment and (b) at all times the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution outstanding aggregate principal amount of all Pounds Sterling Loans made by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other each Pounds Sterling Lender shall become equal the product of (i) the percentage that its Pounds Sterling Commitment represents of the aggregate Pounds Sterling Commitment times (ii) the outstanding aggregate principal amount of all Pounds Sterling Loans. During the Commitment Period, the Pounds Sterling Borrower may use the Pounds Sterling Commitments of the Pounds Sterling Lenders by borrowing, prepaying the Pounds Sterling Loans in whole or in part and be deemed a party hereto reborrowing, all in accordance with the terms and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part conditions hereof. (d) The Commitments of the Lenders set forth in this Agreement, and its Commitment shall may be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed terminated or reduced from time to have been amended time pursuant to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional LenderSection 2.12 or Article 7.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject Each Bank severally agrees, subject to Section 3.1(c), Section 7.1 and Section 7.2 and the other terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointlyforth in this Agreement, to make Revolving Credit Loans lend to CBS or any Subsidiary Borrower, at any time and Borrower from time to time on prior to the Termination Date amounts requested by Borrower not to exceed in the aggregate at any one time outstanding, the amount of such Bank's Commitment reduced by an amount equal to such Bank's Letter of Credit Exposure. Each Borrowing shall be in an aggregate principal amount of $1,000,000 or any larger integral multiple of $100,000 (except that any Base Rate Borrowing may be in an amount equal to the Availability at such time), and after (ii) shall be made from the Effective Banks ratably in accordance with their respective Commitment Percentages. Subject to the foregoing limitations and the other provisions of this Agreement, prior to the Termination Date Borrower may borrow under this Section 3.1(a), repay amounts borrowed and request new Borrowings to be made under this Section 3.1(a). (b) Administrative Agent, or such Bank designated by Administrative Agent which (without obligation to do so) consents to the same (and, with respect to the Existing Letters of Credit only (and only until such time as such Existing Letters of Credit have been cancelled, replaced or have otherwise expired), shall include BofA in its capacity as the issuer of such Existing Letters of Credit) ("LETTER OF CREDIT ISSUER") will, from time to time prior to the date which is five (5) Domestic Business Days prior to the Termination Date, upon request by Borrower, issue Letters of Credit for the account of Borrower or any Restricted Subsidiary designated by Borrower, so long as (i) the sum of (A) the total Letter of Credit Exposure then existing, and (B) the amount of the requested Letter of Credit does not exceed ten percent (10%) of the lesser of (y) the Total Commitment, and (z) the Conforming Borrowing Base, and (ii) Borrower would be entitled to a Borrowing under Section 3.1(a) and Section 3.1(c) in the amount of the requested Letter of Credit. Not less than three (3) Domestic Business Days prior to the requested date of issuance of any such Letter of Credit, Borrower (and any Restricted Subsidiary for whose account such Letter of Credit is being issued) shall execute and deliver to Letter of Credit Issuer, Letter of Credit Issuer's customary letter of credit application. Each Letter of Credit shall be in the minimum amount of $10,000 and shall be in form and substance acceptable to Letter of Credit Issuer. No Letter of Credit shall have an expiration date later than the earlier of (i) one (1) year after the Termination Date, or (ii) one (1) year from the date of issuance (or, in the case of any renewal or extension thereof, one (1) year after such renewal or extension). Upon the date of issuance of a Letter of Credit, and, with respect to the Existing Letters of Credit, on the Closing Date, Letter of Credit Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non recourse participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank's Commitment Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request of any Bank, but not less often than quarterly, Administrative Agent shall provide notice to each Bank by telephone, teletransmission or telex setting forth each Letter of Credit issued and outstanding pursuant to the terms hereof and specifying the beneficiary and expiration date of each such Letter of Credit, each Bank's percentage of each such Letter of Credit and the actual dollar amount of each Bank's participation held by Letter of Credit Issuer thereof for such Bank's account and risk. At the time of issuance of each Letter of Credit, Borrower shall pay to Administrative Agent in respect of such Letter of Credit (a) the Business Day immediately preceding the Revolving applicable Letter of Credit Maturity Date Fee, and (b) the termination applicable Letter of Credit Fronting Fee. Administrative Agent shall distribute the Letter of Credit Fee payable upon the issuance of each Letter of Credit to Banks in accordance with their respective Commitment Percentages, and Administrative Agent shall distribute the Letter of such LenderCredit Fronting Fee to Letter of Credit Issuer for its own account. Any (y) material amendment or modification, in an aggregate principal amount at or (z) renewal or extension of any time outstanding not Letter of Credit shall be deemed to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving be the issuance of a new Letter of Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effectfor purposes of this Section 3.1(b). Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained herein, Borrower shall pay to Administrative Agent in this Agreementconnection with the issuance of each Letter of Credit and/or any amendment or modification of any nature to any existing Letter of Credit, CBS may request from time to time that Administrative Agent's usual and customary fees for the Total Commitment be increased by issuance of, amendments or modifications to, and processing of, Letters of Credit. Immediately upon the occurrence of an amount not less than $50,000,000 or a whole multiple Event of $25,000,000 in excess thereof, provided, that in no event shall Default and the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more acceleration of the Lenders Obligations hereunder, and also on the date which is five (5) Domestic Business Days prior to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) the Termination Date, Borrower shall deposit with Administrative Agent cash in such amounts as Administrative Agent may request, up to become parties a maximum amount equal to and Lenders under this Agreement, the aggregate existing Letter of Credit Exposure of all Banks; provided, that, in the case of this clause (yany of the Events of Default specified in Section 12.1(g) or Section 12.1(h), an amount equal to the aggregate existing Letter of Credit Exposure of all Banks shall be due and payable without any notice to Borrower or any other act by Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheldor any Bank. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III Any amounts so deposited shall be true held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and correct in all material respects on the other Obligations, and as of such time (except to the extent such representations and warranties expressly relate to an earlier dateBorrower will, in which case connection therewith, execute and deliver such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, security agreements in form and substance reasonably satisfactory to the Administrative Agent which Administrative Agent may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such cash to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (a “and no Bank has any obligation to lend or issue Letters of Credit hereunder) or such Event of Default has been cured to the satisfaction of Required Banks, Administrative Agent shall release to Borrower any remaining cash deposited under this Section 3.1(b). Whenever Borrower is required to make deposits under this Section 3.1(b) and fails to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of any Credit Party, any guarantor or any other party liable for repayment of the Obligations. Notwithstanding anything to the contrary contained herein, Borrower hereby agrees to reimburse each Letter of Credit Issuer immediately upon demand by such Letter of Credit Issuer, and in immediately available funds, for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued by it. Payment shall be made by Borrower with interest on the amount so paid or disbursed by Letter of Credit Issuer from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower and until all other Obligations shall have been paid in full. Borrower shall be obligated to reimburse Letter of Credit Issuer upon demand for all amounts paid under Letters of Credit as set forth in the immediately preceding paragraph hereof; provided, however, if Borrower for any reason fails to reimburse Letter of Credit Issuer in full upon demand, Banks shall reimburse Letter of Credit Issuer in accordance with each Banks' Commitment Increase Supplement”Percentage for amounts due and unpaid from Borrower as set forth hereinbelow; provided, however, that no such reimbursement made by Banks shall discharge Borrower's obligations to reimburse Letter of Credit Issuer. All reimbursement amounts payable by any Bank under this Section 3.1(b) shall include interest thereon at the Federal Funds Rate, from the date of the payment of such amounts by Letter of Credit Issuer to the date of reimbursement by such Bank. No Bank shall be liable for the performance or nonperformance of the obligations of any other Bank under this paragraph. The reimbursement obligations of Banks under this paragraph shall continue after the Termination Date and shall survive termination of this Agreement and the other Loan Papers. Borrower shall indemnify and hold Administrative Agent, Letter of Credit Issuer and each Bank, and their respective officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against any or such indemnified party in connection with actions taken under Letters of Credit or in connection therewith (including losses resulting from the negligence of any or such indemnified party), which agreement and shall specifypay each indemnified party for reasonable fees of attorneys and legal costs paid or incurred by each indemnified party in connection with any matter related to Letters of Credit, among other things, the amount except for losses and liabilities incurred as a direct result of the increased Commitment gross negligence or willful misconduct of such Increasing Lenderindemnified party, IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT EACH INDEMNIFIED PARTY SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS OWN ORDINARY NEGLIGENCE. Upon the effectiveness If Borrower for any reason fails to indemnify or pay such indemnified party as set forth herein in full, Banks shall indemnify and pay such indemnified party upon demand, in accordance with each Bank's Commitment Percentage of such Increasing Lender’s increase amounts due and unpaid from Borrower; provided, however, that, no such payment made by Banks shall discharge Borrower's obligation to indemnify or pay such indemnified party in Commitmentaccordance with the terms hereof. The provisions of this paragraph shall survive the termination of this Agreement. Neither Administrative Agent nor any other Letter of Credit Issuer makes any representation or warranty, Schedule 1.1 shallnor assumes any responsibility with respect to the validity, without further actionlegality, sufficiency or enforceability of any letter of credit application executed and delivered in connection with any Letter of Credit issued hereunder or any document relative thereto or to the collectibility thereunder. Neither Administrative Agent nor any other Letter of Credit Issuer assumes any responsibility for the financial condition of Borrower or for the performance of any obligation of Borrower. Administrative Agent and each other Letter of Credit Issuer may use its discretion with respect to exercising or refraining from exercising any rights, or taking or refraining from taking any action which may be vested in it or which it may be entitled to take or assert with respect to any Letter of Credit or any letter of credit application. FURTHERMORE, EXCEPT AS SET FORTH HEREIN, NEITHER ADMINISTRATIVE AGENT NOR ANY OTHER LETTER OF CREDIT ISSUER SHALL BE UNDER ANY LIABILITY TO ANY BANK, WITH RESPECT TO ANYTHING ADMINISTRATIVE AGENT OR ANY SUCH LETTER OF CREDIT ISSUER MAY DO OR REFRAIN FROM DOING IN THE EXERCISE OF ITS JUDGMENT, THE SOLE LIABILITY AND RESPONSIBILITY OF ADMINISTRATIVE AGENT AND SUCH LETTER OF CREDIT ISSUER BEING TO HANDLE EACH BANK'S SHARE ON AS FAVORABLE A BASIS AS ADMINISTRATIVE AGENT OR SUCH LETTER OF CREDIT ISSUER HANDLES ITS OWN SHARE. NEITHER ADMINISTRATIVE AGENT NOR ANY OTHER LETTER OF CREDIT ISSUER SHALL HAVE ANY DUTIES OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH HEREIN AND THOSE DUTIES AND LIABILITIES SHALL BE SUBJECT TO THE LIMITATIONS AND QUALIFICATIONS SET FORTH HEREIN. FURTHERMORE, NEITHER ADMINISTRATIVE AGENT, ANY LETTER OF CREDIT ISSUER, NOR ANY OF THEIR DIRECTORS, OFFICERS, OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED (WHETHER OR NOT SUCH ACTION TAKEN OR OMITTED IS EXPRESSLY SET FORTH HEREIN) UNDER OR IN CONNECTION HEREWITH OR UNDER ANY OTHER INSTRUMENT OR DOCUMENT IN CONNECTION HEREWITH, EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Neither Administrative Agent nor any other Letter of Credit Issuer shall incur any liability to any Bank, Borrower, or any Affiliate of any Bank or Borrower, in acting upon any notice, document, order, consent, certificate, warrant or other instrument reasonably believed by Administrative Agent or such Letter of Credit Issuer to be genuine or authentic and to be signed by the proper party. (c) No Bank will be obligated to lend to Borrower hereunder or incur Letter of Credit Exposure, and Borrower shall not be entitled to borrow hereunder or obtain Letters of Credit hereunder, in an amount which would cause the Outstanding Credit to exceed the Borrowing Base then in effect. No Bank shall be obligated to fund Borrowings hereunder and Borrower shall not be entitled to Borrowings hereunder during the existence of a Borrowing Base Deficiency. Nothing in this Section 3.1(c) shall be deemed to have been amended limit any Bank's obligation to reflect reimburse any Letter of Credit Issuer with respect to its increased Commitment. Any Other Lender which is willing to become participation in Letters of Credit as a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part result of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions drawing under any Letter of Credit of each Lender (including each such Increasing Lender and Additional Lender) pursuant to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofSection 3.1(b).

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, : - 9 - (i) each Lender agrees, severally and not jointly, with an Initial Loan Commitment made an Initial Loan to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time the U.S. Borrowers on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such LenderDate, in an aggregate principal amount at any time outstanding equal to such Lender’s Initial Loan Commitment; and (ii) each Lender with an Additional Loan Commitment severally agrees to make its Pro Rata Share of the Additional Loan to the BVI Borrower on the First Amendment Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s Additional Loan Commitment, provided, that after giving effect to each Revolving Credit Loan . (b) Notwithstanding the Total Facility Exposure foregoing: (i) the aggregate principal amount of the Additional Loans made on the First Amendment Effective Date shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Additional Loan Commitment; (ii) If any Lender is willing, in its sole and absolute discretion, to increase the Any principal amount of its Commitment hereunder any Loan which is repaid or prepaid may not be reborrowed; (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS iii) Each of the Initial Loan and the Administrative AgentAdditional Loan shall be considered part of the Loan for all purposes of this Agreement and the other Loan Documents and upon and following the First Amendment Effective Date, in form all Loan Documents and substance reasonably satisfactory any reference to the Administrative Agent (a “Commitment Increase Supplement”), which agreement ‘Loan’ in this Agreement or in any other Loan Document shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by include the Administrative Agent shall enter into a written agreement with CBS Initial Loan and the Administrative Agent, in form Additional Loan; and substance reasonably satisfactory to (iv) Immediately following the Administrative Agent (an “funding of the Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations Loan on the part of the Lenders set forth in this AgreementFirst Amendment Effective Date, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions Loan will be $35,500,000.” (i)Section 2.02(a). The second sentence of Credit Section 2.02(a) is hereby amended and restated to read in its entirety as follows: “Such Notice of each Lender Borrowing shall be irrevocable and shall specify (including each such Increasing Lender and Additional Lenderi) to be proportional to such Lender’s share the principal amount of the Total Commitment after giving effect proposed Loan, and (ii) the proposed borrowing date, which, in the case of the Initial Loan, must be the Effective Date and, in the case of the Additional Loan, must be the First Amendment Effective Date.” (j)Section 2.02(b). Clause (b) of Section 2.02 of the Financing Agreement is hereby amended and restated to the increase thereof.read in its entirety as follows: “

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, agrees to make Revolving Credit a loan or loans (each, a “Senior Subordinated Interim Loan”) in a single draw on the Closing Date to the Borrower in Dollars, which Senior Subordinated Interim Loans to CBS or shall not exceed for any Subsidiary Borrower, at any time and from time to time on and after such Lender the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Senior Subordinated Interim Loan Commitment of such Lender, Lender and in an the aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any Such Senior Subordinated Interim Loans (i) shall be incurred and maintained (except as provided in Sections 2.6 and 2.10) as LIBOR Loans, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such increase Lender the Senior Subordinated Interim Loan Commitment of such Lender and (iv) shall not exceed in the aggregate the Total Commitment Senior Subordinated Interim Loan Commitment. On the Maturity Date, the Borrower shall be effected repay all then unpaid Loans in full in Dollars. (b) Each Lender may at its option make any LIBOR Loan by CBS causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (xA) requesting one or more any exercise of such option shall not affect the obligation of the Lenders Borrower to increase their respective Commitments and/or repay such Loan and (yB) arranging in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for one which it will not be compensated hereunder or more banks or financial institutions not parties hereto (each an “Other Lender”) that it determines would be otherwise disadvantageous to become parties to it and Lenders in the event of such request for costs for which compensation is provided under this Agreement, provided, that, in the case provisions of this clause (y), the Administrative Agent Section 2.10 shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateapply). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. Each Fund hereby severally (and not jointly and severally) commits to purchase or cause to be purchased at or immediately prior to Closing, directly or indirectly and through one or more intermediate vehicles or Persons, on the terms and subject only to the conditions set forth herein, equity securities of Purchaser with a cash purchase price equal to the amount set forth opposite such Fund’s name on Schedule A hereto (each a “Commitment Amount”, and the aggregate cash purchase price payable by all of the Funds collectively, the “Aggregate Commitment”). The Aggregate Commitment, together with the net proceeds of the Debt Financing, will be used, as needed, solely to (a) Subject fund amounts as and when required to be paid or provided, or caused to be paid or provided, by the terms and conditions hereof and relying upon Purchaser pursuant to Section 2.9 of the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date Arrangement Agreement; and (b) pay all fees and expenses required to be paid by Purchaser or any of its Affiliates at the termination Closing in connection with the transactions contemplated by the Arrangement Agreement (including all fees and expenses of Purchaser required to be paid for the consummation of the Commitment of such LenderArrangement) (collectively, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitmentthe “Closing Payments”). Notwithstanding the foregoing, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything the Aggregate Commitment (and, accordingly, each Fund’s pro rata Commitment Amount) to the contrary contained in be funded pursuant to this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment Agreement shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreementreduced, providedon a dollar-for-dollar basis, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except solely to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Closing Payments is less than the amount of the Aggregate Commitment plus the net proceeds of such Increasing Lender. Upon the effectiveness Debt Financing, the net proceeds of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed any other sources of financing available to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to Purchaser obtained by the Administrative Agent shall enter into a written agreement with CBS Purchaser after the date hereof and prior to Closing, and freely available cash of the Administrative AgentCompany, in form and substance reasonably satisfactory each case, only to the Administrative Agent extent actually available and used to satisfy the Closing Payments, provided that (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon A) the execution transactions contemplated by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and Arrangement Agreement can be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations consummated on the part terms and subject to the conditions set forth therein with such reduced equity funding, (B) any such reduction shall be conditioned on the consummation of the Lenders Closing, and (C) any such reduction, taken alone and not in combination with any other factors, does not cause the failure of any condition to the funding of the Debt Financing set forth in this Agreement, the Debt Commitment Letter and does not result in a violation of the Rollover Agreements; (ii) each Fund may allocate all or a portion of its Commitment Amount to other Persons and the Commitment Amount of such Fund hereunder will be reduced dollar-for-dollar by any amounts actually contributed to Purchaser by such other Persons and not returned or used to satisfy any other obligations other than the Closing Payments at or prior to the Closing (provided that no such allocation by any Fund shall be relieve such Fund of any of its obligations to fund the amount specified unallocated portion of its Commitment Amount, on the terms and subject only to the conditions hereunder, or taken alone and not in its Additional Lender Agreementcombination with any other factors, cause the failure of any condition to the funding of the Debt Financing set forth in the Debt Commitment Letter); and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently no Fund will have any obligation under any circumstances to contribute to, purchase equity or debt securities of, or otherwise provide funds to, Purchaser in any amount in excess of its Commitment Amount (as may be reduced in accordance with the execution by an Increasing Lender terms of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender this Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof).

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, each Lender agreesLender, by its acceptance hereof, severally and not jointly, agrees to make a loan or loans (individually a “Revolving Credit Loans Loan” and collectively the “Revolving Loans”) in U.S. Dollars to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time on and after a revolving basis up to the Effective Date and until the earlier amount of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, providedsubject to any reductions thereof pursuant to the terms hereof, that after giving effect to each before the Revolving Credit Loan Termination Date. The sum of the Total Facility Exposure aggregate principal amount of Revolving Loans, Swing Loans, and L/C Obligations at any time outstanding shall not exceed the Total Commitment then Commitments in effecteffect at such time. Each Borrowing of Revolving Loans shall be made ratably by the Lenders in proportion to their respective Percentages. As provided in Section 1.5(a) hereof, the Borrower may borrow, prepay elect that each Borrowing of Revolving Loans be either Base Rate Loans or Eurodollar Loans. Revolving Loans may be repaid and reborrow Revolving Credit Loans on and after the Effective Date and prior to principal amount thereof reborrowed before the Revolving Credit Maturity Termination Date, subject to the terms, terms and conditions and limitations set forth hereinhereof. (ib) Notwithstanding anything to At any time the contrary contained in this AgreementBorrower may, CBS may on the terms set forth below, request from time to time that the Total Commitment Commitments hereunder be increased by to an amount not less than to exceed $50,000,000 or a whole multiple of $25,000,000 in excess thereof, 300,000,000; provided, however, that in no event shall the Total Commitment exceed $2,500,000,000. Any such (i) an increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment hereunder may only be increased made at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier datecontinuing, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If no Lender’s Commitment shall be increased under this Section 1.1(b) without its consent, and (iii) any increase of the aggregate amount of the Commitments shall be in an amount not less than $25,000,000. In the event of such a requested increase in the Commitments, any Eligible Assignee which the Borrower and Administrative Agent invite to become a Lender or any Lender is willing, in its sole that the Borrower and absolute discretion, Administrative Agent invite to increase its Commitment may set the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into at a written agreement level agreed to that effect with CBS by the Borrower and the Administrative Agent. In the event that the Borrower and one or more of the Lenders (or other Eligible Assignee) shall agree upon such an increase in the Commitments (i) the Borrower, in form and substance reasonably satisfactory to the Administrative Agent (and each Lender or other Eligible Assignee increasing its Commitment or extending a “new Commitment Increase Supplement”), which agreement shall specify, among other things, enter into an amendment to this Agreement setting forth the amount amounts of the increased Commitments, as so increased, providing that the Eligible Assignees extending new Commitments shall be Lenders for all purposes under this Agreement, and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or increasing its Commitment (provided that any existing Lender shall first deliver its existing Note to the Borrower for cancellation). No such amendment shall require the approval or consent of such Increasing Lenderany Lender whose Commitment is not being increased. Upon the effectiveness execution and delivery of such Increasing Lender’s increase in Commitmentamendment as provided above, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to upon the reallocation by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, of any outstanding Loans ratably among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to each such increase in the increase thereofCommitments (to the extent necessary), and the delivery of acknowledgements by the Guarantors of the continuing effect of the Guaranty, this Agreement shall be deemed to be amended accordingly.

Commitments. (a) Subject to the terms and conditions hereof set forth herein: (a) each Lender agrees, severally and relying upon not jointly, to make Initial Term A Loans in Dollars to the representations Borrower on the Closing Date in an aggregate principal amount not to exceed its Initial Term A Loan Commitment, (b) each Lender agrees, severally and warranties herein set forthnot jointly, to make Initial Term B Loans in Dollars to the Borrower on the Effective Date in an aggregate principal amount not to exceed its Initial Term B Loan Commitment, (c) (i) the Additional Term B-1 Lender agrees to make a Term B-1 Loan in Dollars to the Borrower on the Amendment No. 1 Effective Date in an aggregate principal amount equal to its Additional Term B-1 Commitment and (ii) each Converted Initial Term B Loan of each Amendment No. 1 Consenting Lender shall be converted into a Term B-1 Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Initial Term B Loan immediately prior to such conversion, (d) The Term B-2 Lender agrees to make a Term B-2 Loan in Dollars to the Borrower on the Amendment No. 1 Effective Date in an aggregate principal amount equal to its Term B-2 Commitment, (e) (c) each Lender agrees, severally and not jointly, to make Revolving Credit Facility Loans of a Class in Dollars to CBS or any Subsidiary Borrower, at any time and the Borrower from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender’s CommitmentRevolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, providedor (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on Facility Loans, (f) (d) each Lender having an Incremental Commitment agrees, severally and after the Effective Date and prior to the Revolving Credit Maturity Datenot jointly, subject to the terms, terms and conditions and limitations set forth herein.in the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (g) (e) (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the full amount of the increased Commitment of such Increasing Lender. Upon Initial Term A Loan Commitments must be drawn in a single drawing on the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS Closing Date and the Administrative Agentfull amount of the Initial Term B Loan Commitments must bewas drawn in a single drawing on the Effective Date, in form and substance reasonably satisfactory and(ii) the full amount of Term B-1 Loans pursuant to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Term B-1 Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and must be deemed drawn in a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations single drawing on the part Amendment No. 1 Effective Date and full amount of the Lenders set forth Term B-2 Loans must be drawn in this Agreement, a single drawing on the Amendment No. 1 Effective Date and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender amounts of a Commitment Increase Supplement Term Loans borrowed under Section 2.01(a), Section 2.01(b), Section 2.01(c), Section 2.01(d) or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender Section 2.01(df) that are repaid or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall prepaid may not be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofreborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Term Loan Lender agrees, severally and not jointly, agrees to make a loan or loans (each a “Term Loan” and, collectively, the “Term Loans”) on the Closing Date to the Borrower, which Term Loans shall not exceed for any such Lender the Term Loan Commitment of such Lender and in the aggregate shall not exceed $650,000,000. The Term Loans described in the preceding sentence: (A) shall be made on the Closing Date, (B) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Term Loans or LIBOR Term Loans; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type; (C) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed; (D) shall not exceed for any such Lender the Term Loan Commitment of such Lender; (E) shall be denominated in U.S. dollars and (F) shall not exceed in the aggregate the Total Term Loan Commitment. (b) Subject to the terms and conditions set forth herein, each Revolving Credit Loans Lender severally agrees to CBS make a loan or any Subsidiary Borrowerloans (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower from time to time during the Availability Period, which Revolving Credit Loans: (A) may be made at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Closing Date and prior to the Revolving Credit Maturity Date; (B) may, subject to at the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more option of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to Borrower be incurred and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lendermaintained as, and/or shall make such prepayments of outstanding converted into, ABR Revolving Credit Loans or LIBOR Revolving Credit Loans, provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type; (C) may be repaid and reborrowed in accordance with the Administrative Agent provisions hereof; (D) shall reallocate not, for any such Lender at any time, after giving effect thereto and to the LC Exposures application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time; (E) shall be denominated in U.S. dollars and ABR Swingline Exposure (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders, as shall be required to cause the ’ aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each Exposures at such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of time exceeding the Total Revolving Credit Commitment after giving effect to the increase thereofthen in effect.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and the Borrowers from time to time during the Availability Period, on a joint and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lenderseveral basis, in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender’s Commitment, provided, that after giving effect to each 's Revolving Credit Loan Exposure exceeding such Lender's Commitment. Within the Total Facility Exposure shall not exceed foregoing limits and subject to the Total Commitment then in effect. Each Borrower terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth hereinLoans. (ib) Notwithstanding anything to The Borrowers may, with the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple consent of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, (which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without ), from time to time elect to increase the prior written consent aggregate Commitments so long as, after giving effect thereto, the total amount of such Lenderthe aggregate Commitments does not exceed $90,000,000. The Total Commitment Borrowers may only arrange for any such increase to be increased at a time when no Default provided by one or Event of Default shall have occurred and be continuing and when more Lenders (each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier dateLender so agreeing, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willing, electing in its sole and absolute discretion, to an increase the amount of in its Commitment hereunder (any such LenderCommitment, an “Increasing Lender”), it or by one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or extend Commitments, provided that (i) each Augmenting Lender, shall enter into a written agreement be subject to that effect with CBS the approval of the Borrowers and the Administrative Agent, in form Agent and substance reasonably satisfactory to (ii) the Administrative Agent (a “Commitment Increase Supplement”), which agreement Borrowers and each applicable Increasing Lender or Augmenting Lender shall specify, among other things, the amount of the increased Commitment of execute all such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by documentation as the Administrative Agent shall enter into a written agreement with CBS reasonably specify as necessary to give effect to such increase. Increases and new Commitments created pursuant to this clause (b) shall become effective on the Administrative Agentdate agreed by the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon and the execution by the Administrative Agent, CBS relevant Increasing Lenders and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit LoansAugmenting Lenders, and the Administrative Agent shall reallocate notify each affected Lender thereof. Notwithstanding the LC Exposures foregoing, no increase in the aggregate Commitments (or in the Commitment of any Increasing Lender or Augmenting Lender), shall become effective under this Section 2.01(b) unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth Section 4.02 shall be satisfied and ABR Swingline the Administrative Agent shall have received a certificate to that effect dated such date and executed by a responsible officer of the Borrowers. On the effective date of any increase in the aggregate Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds and in the relevant currency or currencies as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender’s portion of the aggregate outstanding Revolving Credit Exposure to equal its Pro Rata Share of the aggregate outstanding Revolving Credit Exposure and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrowers in accordance with the requirements of Section 2.03), provided, that such deemed repayment and reborrowing shall not be required in the event that each of the existing Lenders is also an Increasing Lender and the Pro Rata Share of each Lender remains the same after giving effect to such increase in the aggregate Commitments. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. On the effective date of any increase in the aggregate Commitments, each Augmenting Lender and each Increasing Lender shall be deemed a Lender for purposes of this Agreement. The Agent shall promptly distribute a revised Schedule 2.01 to all of the Lenders, as which new Schedule 2.01 shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofautomatically supercede any prior Schedule 2.01.

Commitments. (a) Subject Lender hereby agrees to extend a Revolving Credit to Borrower, subject to the terms and conditions hereof of this Agreement and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary BorrowerNote of even date herewith in the initial principal amount of $50,000,000. Unless previously terminated, at any time and from time to time the Commitment shall termi­nate on and the Maturity Date. (b) The revolving loans outstanding under the Existing Credit Agreement shall, after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination Date, be deemed to be outstanding under this Agreement as Loans of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, thatsame Type and, in the case of LIBOR Rate Loans, with the same LIBOR Interest Period in effect immediately prior to the Effective Date. (c) At the commencement of each LIBOR Interest Period for any LIBOR Rate Loan, such Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. At the time that each Prime Rate Loan is made, such Loan shall be in an aggregate amount that is an integral multiple of $50,000 and not less than $50,000; provided, however, that a Prime Rate Loan may be in an aggregate amount that is equal to the entire unused balance of the total Commitment. Loans of more than one Type and class may be outstanding at the same time; provided, however, that there shall not at any time be more than a total of three (3) LIBOR Rate Loans outstanding. (d) Notwithstanding any other provision of this clause (y)Agreement, the Administrative Agent shall have consented to such Other Lender, which consent Borrower shall not be unreasonably withheld. In no event may entitled to request, or to elect to convert or continue, any Lender’s Commitment be increased without LIBOR Rate Loan if the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of LIBOR Interest Period requested with respect thereto would end after the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Maturity Date. (e) Borrower may, at any time, terminate, or from time to time, reduce the Commitment; subject, however, to (i) each reduction of the Commitment being in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) If any Lender is willingBorrower not terminating or reducing the Commitment if, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to any concurrent prepayment of any Loans, the aggregate amount of Loans outstanding exceeds the Commitment. Borrower shall notify Lender of any election to terminate or reduce the Commitment at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Each notice delivered by Borrower pursuant to this Section shall be irrevocable. (f) Borrower may, at any time, or from time to time, request an increase thereofin the Commitment; subject, however, to (i) each increase being by multiples of $10,000,000 up to an aggregate Commitment of $100,000,000 and (ii) to Lender’s underwriting considerations/approvals, in Lender’s sole discretion.

Commitments. (a) Subject Each Bank severally agrees, subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointlyforth in this Agreement, to make Revolving Credit Committed Loans to CBS or any Subsidiary Borrower, at any time and Borrower from time to time on and after in amounts not to exceed in the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any one time outstanding not to exceed such Lender’s Commitmentoutstanding, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. lesser of (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total such Bank's Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more Percentage of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, Borrowing Base in effect at such time reduced by the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent amount of such Lender. The Total Commitment may only be increased at a time when no Default Bank's Letter of Credit Exposure, or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) If any Lender is willingthe amount of such Bank's Commitment at such time reduced by the amount of such Bank's Letter of Credit Exposure. In addition to the foregoing, each Bank may, in its sole and absolute discretion, and in accordance with the procedures set forth in Section 2.2.1 make Competitive Bid Loans to increase Borrower without limit with respect to the amount of such Bank's Commitment or such Bank's Commitment Percentage of the Borrowing Base, but subject in all respects to Section 2.1(c) and the other terms and provisions of this Agreement. Each Committed Borrowing shall be in an aggregate principal amount of $1,000,000 or any larger integral multiple of $100,000 (except that any Base Rate Committed Borrowing may be in an amount equal to the Availability). Borrower's right to request Competitive Bid Loans and the right of each Bank to make Competitive Bid Loans hereunder shall be subject to the restriction that no Bank shall be permitted to make Competitive Bid Loans with an Interest Period expiring on or after the thirtieth (30th) day prior to the Termination Date. Subject to the foregoing limitations and the other provisions of this Agreement, Borrower may obtain Borrowings under this Section 2.1(a), and repay Loans and request new Borrowings under this Section 2.1(a). (b) (i) Administrative Agent, or such Bank designated by Administrative Agent which (without obligation to do so) consents to the same ("Issuer") will, from time to time until the ninetieth (90th) day prior to the Termination Date, upon request by Borrower, issue Letters of Credit for the account of Borrower so long as (I) the sum of (A) the total Letter of Credit Exposure then existing and (B) the amount of the requested Letter of Credit does not exceed twenty five percent (25%) of the Borrowing Base then in effect, and (II) Borrower would be entitled to a Committed Borrowing under Section 2.1(a) in an amount greater than or equal to the requested Letter of Credit. Not less than three (3) Domestic Business Days prior to the requested date of issuance of any such Letter of Credit, Borrower shall execute and deliver to Issuer, Issuer's customary letter of credit application. Each Letter of Credit shall be in the minimum amount of $5,000 and shall be in form and substance acceptable to Issuer. No Letter of Credit shall have an expiration date later than the earlier of (i) thirty (30) days prior to the Termination Date, or (ii) one (1) year from the date of issuance. Upon the date of issuance of a Letter of Credit, Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have purchased from Issuer, a participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank's Commitment Percentage thereof. Issuer shall notify each Bank by telephone, teletransmission or telex of each Letter of Credit issued pursuant to the terms hereof. If any Letter of Credit is presented for payment by the beneficiary thereof, Administrative Agent shall cause a Committed Borrowing comprised of Base Rate Loans to be made to reimburse Issuer for the payment under the Letter of Credit, whether or not Borrower would then be entitled to a Committed Borrowing pursuant to the terms hereof, and each Bank which participated in such Letter and Letter of Credit Exposure shall be obligated to make a Base Rate Loan equal to the amount of its Commitment hereunder participation interest. On the Termination Date, and on each Quarterly Date prior to the Termination Date, and in the event the Commitments are terminated in their entirety prior to the Termination Date, on the date of such termination, Borrower shall pay to (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to a) the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other thingsfor the ratable benefit of each Bank, the amount Letter of Credit Fee which accrued during the increased Commitment Fiscal Quarter (or portion thereof) ending on such date, and (b) Administrative Agent solely for the Issuer's own account, the Letter of Credit Fronting Fee which accrued during the Fiscal Quarter (or portion thereof) ending at such date. The Letter of Credit Fees and Letter of Credit Fronting Fees payable hereunder shall accrue on a daily basis at the per annum rates specified in the definitions of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto terms and a Lender hereunder and that has been consented to by the Administrative Agent shall enter into a written agreement with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount Letter of Credit Exposure each day computed on the basis of the Outstanding Revolving Extensions actual number of Credit days elapsed and assuming a calendar year of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof360 days.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to CBS or any Subsidiary Borrowermake, at any time and from time to time on and or after the Restatement Effective Date and until prior to the earlier Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.102.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (ax) such Lender’s Percentage and (y) the Business Day immediately preceding sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Credit Maturity Date Loans) at such time and (bII) the termination aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such LenderLender at such time and (v) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make at any time and from time to time on or after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof; provided that the Borrower shall repay each Swingline Loan in full on the earlier to occur of (i) the date that is five Business Days after such Swingline Loan was incurred by the Borrower and (ii) the Swingline Expiry Date, (provided, further that any Swingline Loan not repaid by the Borrower when so due shall be deemed paid by the proceeds of a new Revolving Loan of equal amount made on such day notwithstanding (A) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (B) whether any conditions specified in Section 7 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) the date of such Mandatory Borrowing, and (E) the amount of the Total Commitment at such time, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Commitment at such time, and (v) shall not exceed in the aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effectMaximum Swingline Amount. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time (i) the Swingline Lender’s obligation to make Swingline Loans at any time that the Total Commitment be increased by an amount not less than $50,000,000 or there is a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment Defaulting Lender shall be effected by CBS subject to Section 1.152.15 and (xii) requesting one the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or more the Required Lenders stating that a Default or an Event of Default existshas occurred and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent waiver of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred by the Required Lenders. It is acknowledged and be continuing and when agreed that each of the representations outstanding swingline loans which were incurred under the Existing Credit Agreement and warranties made by CBS in Article which remain outstanding on the Restatement Effective Date and are set forth on Schedule III shall be true (each, an “Existing Swingline Loan” and, collectively, the “Existing SwinglingSwingline Loans”) shall, from and correct in after the Restatement Effective Date, constitute a Swingline Loan for all material respects on and as purposes of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)this Agreement. (iic) If On any Business Day, the Swingline Lender is willingmay, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory give notice to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, Lenders that the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Swingline Lender’s increase in Commitment, Schedule 1.1 shall, without further action, outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been amended automatically given upon the occurrence of a Default or an Event of Default under Section 10.0511.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 1011), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, and any Borrowing pursuant to reflect its increased Commitment. Any Other Lender which is willing the second proviso of Section 2.01(b) above, each a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s Percentage (determined before giving effect to become a party hereto any termination of the Commitments pursuant to the last paragraph of Section 1011) and a Lender hereunder and that has been consented to the proceeds thereof shall be applied directly by the Administrative Agent shall enter into a written agreement with CBS Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the Administrative Agent, manner specified in form the preceding sentence and substance reasonably satisfactory to on the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution date specified in writing by the Administrative Agent, CBS and such Other Swingline Lender of such Additional Lender Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on notwithstanding (i) the part amount of the Lenders set forth in this AgreementMandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, and its Commitment shall be the amount (ii) whether any conditions specified in its Additional Lender Agreement; andSection 67 are then satisfied, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with whether a Default or an Event of Default then exists, (iv) the execution by an Increasing Lender date of such Mandatory Borrowing, and (v) the amount of the Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a Commitment Increase Supplement proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or by an Additional after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of an Additional the Commitments pursuant to the last paragraph of Section 1011), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender Agreementuntil the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the Borrowers shall make such borrowings from such Increasing purchasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause pay the aggregate outstanding Swingline Lender interest on the principal amount of participation purchased for each day from and including the Outstanding day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Extensions of Credit of Loans maintained as Base Rate Loans hereunder for each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereofday thereafter.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to CBS the Canadian Borrowers denominated in either Canadian Dollars or any Subsidiary BorrowerUS Dollars, at any time and each Lender, through its US Lending Office, if any, agrees to make Revolving Loans to the US Borrowers denominated in US Dollars, in each case from time to time on and after during the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, providedor (ii) the Aggregate Revolving Exposure exceeding the lesser of (x) the sum of the total Revolving Commitments and (y) the Borrowing Base, that after giving effect subject in each case to each Revolving Credit Loan the Total Facility Exposure shall not exceed Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the Total Commitment then in effectterms of Sections 2.04 and 2.05. Each Borrower Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow re-borrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Loans. Notwithstanding anything to the contrary contained in this AgreementAgreement and the fact that Catalyst (USA) is included as a Borrower hereunder, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS Catalyst (xUSA) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may entitled to any Lender’s Commitment be increased Loans (including, without limitation, Letter of Credit) unless Catalyst (USA) has received the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each all Lenders (which, for certainty, represents 100% of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateRevolving Commitments). (iib) If any Lender The aggregate value of ABL Priority Lien Collateral of the US Borrowers that is willing, included in its sole and absolute discretion, to increase the determination of the Borrowing Base (the “US BB Collateral”) shall at no time exceed the greater of: (i) the aggregate amount of its Commitment hereunder Indebtedness owing by Catalyst (any USA) to the Canadian Borrowers provided that such Lender, an “Increasing Lender”), it shall enter into Indebtedness is (i) evidenced by a written agreement promissory note or instrument in form and substance acceptable to that effect with CBS and the Administrative Agent, acting reasonably, (ii) such intercorporate Indebtedness has been secured pursuant to security documentation granting a perfected security interest over Catalyst (USA) Collateral, with such security agreement to be in form and substance reasonably satisfactory to the Administrative Agent Agent, acting reasonably, (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of iii) such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto intercorporate Indebtedness and a Lender hereunder and that has been consented to intercorporate security being assigned as collateral security by the Administrative Agent shall enter into a written agreement with CBS and Canadian Borrowers in favour of the Administrative Agent, in form and substance reasonably satisfactory (iv) delivery to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Additional Lender Agreementother documentation (including legal opinions) as it may require, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on acting reasonably, in connection therewith; and (ii) the part aggregate value of the Lenders set forth in this AgreementUS BB Collateral less the sum of (x) all trade payables owing by Catalyst (USA) to Persons that are not Loan Parties minus (y) $7,500,000 (provided, and its Commitment however, that for the period from the Effective Date until January 31, 2013 such amount shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed increased from $7,500,000 to have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender$10,000,000).” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, each Lender agrees, Bank severally and not jointly, agrees to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and the Company from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of during the Commitment of such Lender, Period in an aggregate principal amount at any one time outstanding not exceeding the amount of such Bank's Commitment. Notwithstanding anything to the contrary contained in this subsection 2.1, at no time shall the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Banks, plus (B) the outstanding aggregate principal amount of all Competitive Bid Loans made by all Banks, exceed such Lender’s the Aggregate Commitment. During the Commitment Period the Company may borrow, providedpay or prepay and reborrow hereunder, all in accordance with the terms and conditions set forth in this Agreement. (b) The Revolving Credit Loans may from time to time be Eurodollar Revolving Credit Loans and/or Base Rate Loans, as determined by the Company and notified to the Administrative Agent in accordance with subsections 2.2 and 2.10, provided that after giving effect to each no Loan shall be made as a Eurodollar Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and day that is one month prior to the Revolving Credit Maturity Termination Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS the Company may request from time to time that the Total Aggregate Commitment be increased by an amount not less than $50,000,000 25,000,000 or a whole multiple of $25,000,000 10,000,000 in excess thereof, provided, provided that the Company may only request such an increase once in any six-month period and in no event shall the Total Aggregate Commitment exceed $2,500,000,0003,000,000,000. Any such Such increase in the Total Aggregate Commitment shall be effected by CBS as follows: the Company may (xI) requesting request one or more of the Lenders Banks to increase their respective Commitments the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Bank or Banks) and/or (yII) arranging arrange for one or more banks or financial institutions not parties a party hereto (each an “"Other Lender”Bank") to become parties to and Lenders lenders under this Agreement, provided, that, in the case of this clause provided that (y), w) the Administrative Agent shall have consented to approved such Other LenderBank, which consent approval shall not be unreasonably withheld, (x) the minimum Commitment of such Other Bank equals or exceeds $15,000,000 and (y) after giving effect to such increase, no Bank shall have a Commitment hereunder which exceeds an amount equal to 20% of the Aggregate Commitment. In no event may any Lender’s Bank's Commitment be increased without the prior written consent of such LenderBank, and the failure of any Bank to respond to the Company's request for an increase shall be deemed a rejection by such Bank of the Company's request. The Total Aggregate Commitment may only not be increased if, at the time of any proposed increase hereunder, a time when Default or Event of Default has occurred and is continuing, or either of the Company's LT Ratings from Moody's or S&P is less than A3 or A-, respectively. Upon any request by the Company to increase the Aggregate Commitment hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Bank shall have occurred any obligation whatsoever to increase the amount of its Commitment, and be continuing each Bank may at its option, unconditionally and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except without cause, decline to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)increase its Commitment. (ii) If any Lender Bank is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, a Bank hereinafter referred to as an “"Increasing Lender”Bank"), it shall enter into a written agreement to that effect with CBS the Company and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “"Commitment Increase Supplement”"), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing LenderBank. Upon the effectiveness of such Increasing Lender’s Bank's increase in Commitment, Schedule 1.1 I hereto shall, without further action, be deemed to have been amended as appropriate to reflect its the increased CommitmentCommitment of such Increasing Bank. Any Other Lender Bank which is willing to become a party hereto and a Lender lender hereunder and that has been consented to approved by the Administrative Agent (which approval shall not be unreasonably withheld) shall enter into a written agreement with CBS the Company and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “"Additional Lender Bank Agreement”"), which agreement shall specify, among other things, its Commitment hereunder. When such Other Bank becomes a Bank hereunder as set forth in the Additional Bank Agreement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Commitment of such Other Bank. Upon the execution by the Administrative Agent, CBS the Company and such Other Lender Bank of such Additional Lender Bank Agreement, such Other Lender Bank shall become and be deemed a party hereto and a “Lender” "Bank" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders Banks set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Bank Agreement; and, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect such Commitment. Each Other Lender Bank which executes and delivers an Additional Lender Bank Agreement and becomes a party hereto and a “Lender” "Bank" hereunder pursuant to such Additional Bank Agreement is hereinafter referred to as an “"Additional LenderBank.”" (iii) In no event shall an increase in a Bank's Commitment or the Commitment of an Other Bank pursuant to this subsection 2.1(c) become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Company, addressed to the Banks, with respect to the matters set forth in paragraphs 2 and 3 of Exhibit B-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the Aggregate Commitment resulting from the increase in such Bank's Commitment or the extension of a Commitment by such Other Bank. In no event shall an increase in a Bank's Commitment or the Commitment of an Other Bank which results in the Aggregate Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Concurrently with the execution by an Increasing Lender Bank of a Commitment Increase Supplement or by an Additional Lender Bank of an Additional Lender Bank Agreement, the Borrowers Company shall make such borrowings borrowing from such Increasing Lender Bank or Additional LenderBank, and/or shall make such prepayments prepayment of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of Loans owing to each Lender Bank (including each such Increasing Lender Bank and Additional LenderBank) to be proportional to such Lender’s Bank's share of the Total Aggregate Commitment after giving effect to the any increase thereof. The Company agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense incurred as a result of any such prepayment in accordance with subsection 2.20, as applicable. (iv) No Other Bank may become an Additional Bank unless the Administrative Agent and the Company consent (which consent of the Administrative Agent shall not be unreasonably withheld) thereto by executing the Additional Bank Agreement signed by such bank or financial institution (or counterparts thereof), but no consent of any of the other Banks hereunder shall be required therefor. In no event shall the Commitment of any Bank be increased by reason of any bank or financial institution becoming an Additional Bank, or otherwise, but the Aggregate Commitment shall be increased by the amount of each Additional Bank's Commitment. Upon any Bank entering into a Commitment Increase Supplement or any Additional Bank becoming a party hereto, the Administrative Agent shall notify each other Bank thereof and shall deliver to each Bank a copy of the Additional Bank Agreement executed by such Additional Bank and the Commitment Increase Supplement executed by such Increasing Bank.