Common use of Initial Loans to Subsidiary Borrowers Clause in Contracts

Initial Loans to Subsidiary Borrowers. The obligation of each Lender to make its initial Loan to a particular Subsidiary Borrower, if designated as such on or after the Effective Date, is subject to the satisfaction of the conditions that (a) CBS shall have delivered to the Administrative Agent (which shall promptly furnish to each Lender) a Subsidiary Borrower Designation for such Subsidiary Borrower no less than five Business Days prior to the effective date of such designation, (b) such Subsidiary Borrower shall have furnished to the Administrative Agent (i) a Subsidiary Borrower Request, (ii) a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, (iii) one or more executed legal opinions with respect to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (iv) such reasonable documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent or any Lender. Notwithstanding anything to the contrary in this Agreement, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or, subject to the next succeeding sentence, acquire a participation in any Letter of Credit or Designated Letter of Credit issued to, a Subsidiary Borrower organized under the laws of a jurisdiction outside the United States of America if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit or Designated Letter of Credit would violate any law or regulation to which such Lender is subject. Each Lender agrees promptly to notify the Administrative Agent and CBS upon becoming aware that the making of a Loan to, or the advance by it of, or the acquisition by it of a participation in, a Letter of Credit for the account of, any such Subsidiary Borrower would violate any law or regulation to which it is subject, and a Lender shall only be excused from acquiring a participation in a Letter of Credit under the immediately preceding sentence if it has given notice pursuant to this sentence of at least five Business Days prior to the issuance of such Letter of Credit. CBS may from time to time deliver a subsequent Subsidiary Borrower Designation with respect to any Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose of terminating such Subsidiary Borrower’s designation as such, so long as, on the effective date of such termination, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall have been paid in full. In addition, if on any date a Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall automatically become due and payable on such date and no further Loans may be borrowed by such Subsidiary Borrower hereunder.

Initial Loans to Subsidiary Borrowers. The obligation of each Lender to make its initial Tranche B Loan to a particular Subsidiary Borrower, if designated as such on or after the Effective Date, is subject to the satisfaction of the conditions that (a) CBS Viacom shall have delivered to the Administrative Agent (which shall promptly furnish to each Lender) a Subsidiary Borrower Designation for such Subsidiary Borrower no less than five (5) Business Days prior to the effective date of such designation, designation and (b) such Subsidiary Borrower shall have furnished to the Administrative Agent (i) a Subsidiary Borrower Request, (ii) a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, (iii) one or more executed legal opinions with respect to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (iv) such reasonable documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent or any Lender. Notwithstanding anything to the contrary in this Agreement, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or, subject to the next succeeding sentence, acquire a participation in any Letter of Credit or Designated Letter of Credit issued to, a Subsidiary Borrower organized under the laws of a jurisdiction outside the United States of America if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit or Designated Letter of Credit would violate any law or regulation to which such Lender is subject. Each Lender agrees promptly to notify the Administrative Agent and CBS upon becoming aware that the making of a Loan to, or the advance by it of, or the acquisition by it of a participation in, a Letter of Credit for the account of, any such Subsidiary Borrower would violate any law or regulation to which it is subject, and a Lender shall only be excused from acquiring a participation in a Letter of Credit under the immediately preceding sentence if it has given notice pursuant to this sentence of at least five Business Days prior to the issuance of such Letter of Credit. CBS Viacom may from time to time deliver a subsequent Subsidiary Borrower Designation with respect to any Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose of terminating such Subsidiary Borrower’s designation as such, so long as, on the effective date of such termination, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall have been paid in full. In addition, if on any date a Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall automatically become due and payable on such date and no further Loans may be borrowed by such Subsidiary Borrower hereunder.

Initial Loans to Subsidiary Borrowers. The obligation obligations of each Lender the Lenders or Issuing Lenders, as the case may be, to make its the initial extension of credit hereunder (whether in the form of a Loan or the issuance of a Letter of Credit) to a particular Subsidiary Borrower, if designated as such on or after the Effective Date, is subject to the satisfaction of the conditions condition that (a) CBS Viacom shall have delivered to the Administrative Agent (which shall promptly furnish to each Lender) a Subsidiary Borrower Designation for such Subsidiary Borrower no less than five Business Days prior to the effective date of such designation, (b) such Subsidiary Borrower shall have furnished to the Administrative Agent (i) a Subsidiary Borrower Request, (ii) a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, (iii) and one or more executed legal opinions with respect to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent. (w) Clause (d) of Section 4.3 of the Credit Agreement is hereby amended by replacing clause (i)(A) therein with the following: (A) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s Commitment then in effect unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise consent and (ivx) such reasonable documentation and other information required Section 9.5 of the Credit Agreement is amended by bank regulatory authorities under applicable inserting “know your customernon-appealable” after “final” and anti-money laundering rules before “decision” in each place they appear. (y) The second parenthetical in clause (ii) of Section 9.5(b) of the Credit Agreement is amended to read as follows: (whether commenced by any Borrower or any Indemnified Person and regulationswhether or not such Indemnified Person is a party thereto) (z) Section 9.9 of the Credit Agreement is amended by inserting in the second sentence thereof immediately after the words “subject matter hereof” the following: (but not any provisions of any commitment letter relating to the credit facilities established hereby that by the terms of such document survive the execution of this Agreement) (aa) Schedule 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 1.1 hereto. 6 Upon the effectiveness of this Amendment as provided in Section 4 below, including without limitation (i) the Patriot ActCommitment of each Lender that is not listed on Schedule 1.1 hereto shall be terminated and each such Lender shall cease to have a Commitment under the Credit Agreement and (ii) each financial institution becoming party hereto as a Lender, to the extent reasonably requested by not already a Lender under the Administrative Agent or any Lender. Notwithstanding anything Credit Agreement, shall become a party to the contrary in this Agreement, a Lender shall not be required to make a Loan Credit Agreement as part of any borrowing by or to issue or, subject to the next succeeding sentence, acquire a participation in any Letter of Credit or Designated Letter of Credit issued to, a Subsidiary Borrower organized under the laws of a jurisdiction outside the United States of America if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit or Designated Letter of Credit would violate any law or regulation to which such Lender is subject. Each Lender agrees promptly to notify the Administrative Agent and CBS upon becoming aware that the making of a Loan to, or the advance by it of, or the acquisition by it of a participation in, a Letter of Credit for the account of, any such Subsidiary Borrower would violate any law or regulation to which it is subject, amended hereby and a Lender thereunder and shall only be excused from acquiring bound by the provisions of the Credit Agreement as amended hereby and have the rights and obligations of a participation in a Letter of Credit under the immediately preceding sentence if it has given notice pursuant to this sentence of at least five Business Days prior to the issuance of such Letter of CreditLender thereunder. CBS may from time to time deliver a subsequent Subsidiary Borrower Designation with respect to any Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose of terminating such Subsidiary Borrower’s designation as such, so long as, on the effective date of such termination, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall have been paid in full. In addition, if on any date a Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall automatically become due and payable on such date and no further Loans may be borrowed by such Subsidiary Borrower hereunderSECTION 2.

Initial Loans to Subsidiary Borrowers. The obligation of each Lender to make its initial Loan to a particular Subsidiary Borrower, if designated as such on or after the Effective Amendment Closing Date, is subject to the satisfaction of the conditions that (a) CBS Viacom shall have delivered to the Administrative Agent (which shall promptly furnish to each Lender) a Subsidiary Borrower Designation for such Subsidiary Borrower no less than five Business Days prior to the effective date of such designation, and (b) such Subsidiary Borrower shall have furnished to the Administrative Agent (i) a Subsidiary Borrower Request, (ii) a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, attachments and (iii) one or more executed legal opinions with respect to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (iv) such reasonable documentation and other information required . Any Subsidiary designated as a Subsidiary Borrower by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, Infinity pursuant to this Agreement prior to the extent reasonably requested by Amendment Closing Date shall continue to be a Subsidiary Borrower after the Amendment Closing Date, unless Infinity subsequently delivered a termination of such Subsidiary Borrower's designation prior to the Amendment Closing Date; provided, such Subsidiary Borrower shall deliver to the Administrative Agent or any Lender. Notwithstanding anything the items listed in clause (ii) and (iii) above prior to the contrary in this Agreement, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or, subject to the next succeeding sentence, acquire a participation in any Letter of Credit or Designated Letter of Credit issued to, a Subsidiary Borrower organized under the laws of a jurisdiction outside the United States of America if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit or Designated Letter of Credit would violate any law or regulation to which such Lender is subject. Each Lender agrees promptly to notify the Administrative Agent and CBS upon becoming aware that the making of a Loan to, or the advance by it of, or the acquisition by it of a participation in, a Letter of Credit for the account of, any such Subsidiary Borrower would violate any law or regulation to which it is subject, and a Lender shall only be excused from acquiring a participation in a Letter of Credit under Borrower's initial borrowing after the immediately preceding sentence if it has given notice pursuant to this sentence of at least five Business Days prior to the issuance of such Letter of CreditAmendment Closing Date. CBS Viacom may from time to time deliver a subsequent Subsidiary Borrower Designation with respect to any Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose of terminating such Subsidiary Borrower’s 's designation as such, so long as, on the effective date of such termination, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall have been paid in full. In addition, if on any date a Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall automatically become due and payable on such date and no further Loans may be borrowed by such Subsidiary Borrower hereunder.

Initial Loans to Subsidiary Borrowers. The obligation of each Lender to make its initial Loan to a particular Subsidiary Borrower, if designated as such on or after the Effective Date, is subject to the satisfaction of the conditions that (a) CBS Viacom shall have delivered to the Administrative Agent (which shall promptly furnish to each Lender) a Subsidiary Borrower Designation for such Subsidiary Borrower no less than five (5) Business Days prior to the effective date of such designation, designation and (b) such Subsidiary Borrower shall have furnished to the Administrative Agent (i) a Subsidiary Borrower Request, (ii) a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, (iii) one or more executed legal opinions with respect to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (iv) such reasonable documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent or any Lender. Notwithstanding anything to the contrary in this Agreement, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or, subject to the next succeeding sentence, acquire a participation in any Letter of Credit or Designated Letter of Credit issued to, a Subsidiary Borrower organized under the laws of a jurisdiction outside the United States of America if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit or Designated Letter of Credit would violate any law or regulation to which such Lender is subject. Each Lender agrees promptly to notify the Administrative Agent and CBS upon becoming aware that the making of a Loan to, or the advance by it of, or the acquisition by it of a participation in, a Letter of Credit for the account of, any such Subsidiary Borrower would violate any law or regulation to which it is subject, and a Lender shall only be excused from acquiring a participation in a Letter of Credit under the immediately preceding sentence if it has given notice pursuant to this sentence of at least five Business Days prior to the issuance of such Letter of Credit. CBS Viacom may from time to time deliver a subsequent Subsidiary Borrower Designation with respect to any Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose of terminating such Subsidiary Borrower’s designation as such, so long as, on the effective date of such termination, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall have been paid in full. In addition, if on any date a Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall automatically become due and payable on such date and no further Loans may be borrowed by such Subsidiary Borrower hereunder.

Initial Loans to Subsidiary Borrowers. The obligation of each Lender to make its initial Loan to a particular Subsidiary Borrower, if designated as such on or after the Effective Date, is subject to the satisfaction of the conditions that (a) CBS shall have delivered to the Administrative Agent (which shall promptly furnish to each Lender) a Subsidiary Borrower Designation for such Subsidiary Borrower no less than five (5) Business Days prior to the effective date of such designation, designation and (b) such Subsidiary Borrower shall have furnished to the Administrative Agent (i) a Subsidiary Borrower Request, (ii) a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, (iii) one or more executed legal opinions with respect to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (iv) such reasonable documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent or any Lender. Notwithstanding anything to the contrary in this Agreement, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or, subject to the next succeeding sentence, acquire a participation in any Letter of Credit or Designated Letter of Credit issued to, a Subsidiary Borrower organized under the laws of a jurisdiction outside the United States of America if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit or Designated Letter of Credit would violate any law or regulation to which such Lender is subject. Each Lender agrees promptly to notify the Administrative Agent and CBS upon becoming aware that the making of a Loan to, or the advance by it of, or the acquisition by it of a participation in, a Letter of Credit for the account of, any such Subsidiary Borrower would violate any law or regulation to which it is subject, and a Lender shall only be excused from acquiring a participation in a Letter of Credit under the immediately preceding sentence if it has given notice pursuant to this sentence of at least five Business Days prior to the issuance of such Letter of Credit. CBS may from time to time deliver a subsequent Subsidiary Borrower Designation with respect to any Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose of terminating such Subsidiary Borrower’s designation as such, so long as, on the effective date of such termination, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall have been paid in full. In addition, if on any date a Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary Borrower Obligations in respect of such NY cbsfive-year_amdt2_Part_003.htm i Subsidiary Borrower shall automatically become due and payable on such date and no further Loans may be borrowed by such Subsidiary Borrower hereunder.

Initial Loans to Subsidiary Borrowers. The obligation of each Lender to make its initial Loan to a particular Subsidiary Borrower, if designated as such on or after the Effective Date, is subject to the satisfaction of the conditions that (a) CBS shall have delivered to the Administrative Agent (which shall promptly furnish to each Lender) a Subsidiary Borrower Designation for such Subsidiary Borrower no less than five (5) Business Days prior to the effective date of such designation, (b) such Subsidiary Borrower shall have furnished to the Administrative Agent (i) a Subsidiary Borrower Request, (ii) a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, (iii) one or more executed legal opinions with respect to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (iv) such reasonable documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent or any Lender. Notwithstanding anything to the contrary in this Agreementforegoing, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or, subject to the next succeeding sentence, acquire a participation in any Letter of Credit or Designated Letter of Credit issued to, a Subsidiary Borrower organized under the laws of a jurisdiction outside the United States of America if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit or Designated Letter of Credit would violate any law or regulation to which such Lender is subject. Each Lender agrees promptly to notify the Administrative Agent and CBS upon becoming aware that the making of a Loan to, or the advance by it of, or the acquisition by it of a participation in, a Letter of Credit for the account of, to any such Subsidiary Borrower would violate any law or regulation to which it is subject, and a Lender shall only be excused from acquiring a participation in a Letter of Credit under the immediately preceding sentence if it has given notice pursuant to this sentence of at least five Business Days prior to the issuance of such Letter of Credit. CBS may from time to time deliver a subsequent Subsidiary Borrower Designation with respect to any Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose of terminating such Subsidiary Borrower’s designation as such, so long as, on the effective date of such termination, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall have been paid in full. In addition, if on any date a Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall automatically become due and payable on such date and no further Loans may be borrowed by such Subsidiary Borrower hereunder.