Common use of All Credit Events Clause in Contracts

All Credit Events. The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such 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; (c) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing; and (d) After giving effect to such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s Commitment then in effect and (B) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.3.

All Credit Events. The obligation As of the time of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditionsCredit Event hereunder: (a) The In the case of a Borrowing of a Revolving Loan, the Administrative Agent shall have received a request for, or the notice of, such Credit Event if and as required by Section 2.31.5 hereof (including any deemed notice under Section 1.5(c)); in the case of a Swing Loan, 2.4the Swing Line Lender shall have received the notice required in Section 2.3 hereof; in the case of the issuance of any Letter of Credit, 2.6 the L/C Issuer shall have received a duly completed Application for such Letter of Credit (along with the fees required by Section 4.1(b) hereof); in the case of an extension or 2.7increase in the amount of a Letter of Credit, as applicablethe L/C Issuer shall have received a written request therefor (along with the fees required by Section 4.1(b) hereof) in a form acceptable to the L/C Issuer; (b) Each of the representations and warranties made by CBS and, set forth in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 Section 7 hereof (other than Section 7.6) shall be true and correct in all material respects on and (where not already qualified by materiality, otherwise in all respects) as of said time, taking into account any amendments to such Section made after the date of such Credit Event this Agreement in accordance with the same effect as though made on and as of such dateits provisions, except to the extent that if any such representations and warranties expressly relate representation or warranty relates solely to an earlier date in which case such representations and warranties shall it need only be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; (c) At the time of and immediately after giving effect to such Credit Event no No Default or Event of Default shall have occurred and be continuing; andcontinuing or would occur as a result of such Credit Event; (d) After giving effect to such Credit Event, (i) with respect to the aggregate U.S. Dollar Equivalent of Revolving Credit Loans, (A) the Outstanding Revolving Extensions Original Dollar Amount of Credit Swing Loans and U.S. Dollar Equivalent of each Lender shall not exceed such Lender’s Commitment L/C Obligations then in effect and (B) the Total Facility Exposure outstanding shall not exceed the Total Commitment Revolving Credit Commitments then in effect, and ; and (iie) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency Such Credit Event shall not exceed violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Multi-Currency Sublimit for such currency and Administrative Agent or any Lender (B) including, without limitation, Regulation U or X of the aggregate outstanding Multi-Currency Revolving Loans shall not exceed Board of Governors of the Total Multi-Currency SublimitFederal Reserve System). Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by CBS the Borrowers on the date of such Credit Event as to the matters facts specified in paragraphs (ba) and through (c) d), both inclusive, of this Section 4.38.2.

All Credit Events. The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS Viacom and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 3.5 and 3.10 3.6 shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such 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; (c) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing; and (d) After giving effect to such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s Commitment then in effect and (B) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS Viacom on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.3.

All Credit Events. The obligation At the time of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditionsCredit Event hereunder: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each each of the representations and warranties made by CBS and, set forth herein and in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 other Loan Documents shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be remain true and correct in all material respects as of said time (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they were true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; (cb) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuingcontinuing or would occur as a result of such Credit Event; (c) in the case of a Borrowing of Swingline Loans or Revolving Loans or issuance of a Letter of Credit, after giving effect to such extension of credit the aggregate principal amount of all Swingline Loans, Revolving Loans and L/C Obligations outstanding under this Agreement shall not exceed the lesser of (i) the Revolving Credit Commitments of all Lenders in effect at such time and (ii) the Availability as then determined and computed; and (d) After giving effect to in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.6, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application for such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions Letter of Credit together with any fees called for by Section 3.1, and, in the case of each Lender shall not exceed such Lender’s Commitment then an extension or increase in effect and (B) the Total Facility Exposure shall not exceed the Total Commitment then in effectamount of a Letter of Credit, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans a written request therefor in a particular Multi-Currency shall not exceed form acceptable to the Multi-Currency Sublimit L/C Issuer together with fees called for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimitby Section 3.1. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by CBS the Borrower on the date of on such Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) d), both inclusive, of this Section; provided, however, that the Lenders may continue to make advances under the Revolving Facility, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or other condition set forth above that may then exist. No waiver of any condition to funding a Credit Event under the Revolving Facility after the Initial Closing Date and no waiver of a Default or Event of Default shall be effective for the purposes of Section 4.37.1(b) with respect to any such Credit Event, unless such waiver shall have been approved by the Required Revolving Lenders.

All Credit Events. The obligation On the date of each Lender to make each Loan, Borrowing and on the obligation date of each Issuing Lender to issue each issuance, amendment, extension or renewal of a Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS andreceived, in the case of a borrowing Borrowing, a Borrowing Request as required by a Subsidiary Borrower, by such Subsidiary BorrowerSection 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.04(b). (i) In the case of each Credit Event that occurs on the Closing Date, the conditions in Clause 3 of the Master Agreement (but only with respect to representations and warranties that are material to the interests of the Lenders, and only to the extent that CCH shall have the right to terminate its obligations under the Acquisition Agreements as a result of a breach of such representations in the Acquisition Agreements) shall be satisfied, and the representations and warranties made in Sections 3.13.01(b) and (d), 3.23.02(a), 3.43.03, 3.53.10, 3.63.11, 3.73.17, 3.83.18(a) (but only insofar as such subsection relates to the condition of CCH and the Subsidiaries on a consolidated basis), 3.9 3.22 and 3.10 3.24(a) (the “Specified Representations”) shall be true and correct in all material respects; and (ii) in the case of each other Credit Event, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects on and as of the such date (other than an automatic extension of such a Letter of Credit Event as permitted under Section 2.04(c)), with the same effect as though made on and as of such 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;). (c) At the time of and immediately after giving effect to such Credit Event no (other than an automatic extension of a Letter of Credit as permitted under Section 2.04(c)), and, in the case of each Credit Event that occurs on the Closing Date, other than a Default or Event of Default arising solely under Section 7.01(a) with respect to the breach of a representation other than a Specified Representation), no Event of Default or Default shall have occurred and be continuing; and (d) After giving effect to . Each such Credit EventBorrowing and each issuance, (i) with respect to Revolving Credit Loansamendment, (A) the Outstanding Revolving Extensions extension or renewal of a Letter of Credit of each Lender shall not exceed such Lender’s Commitment then in effect and (B) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS the Borrowers on the date of such Credit Event Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.34.01.

All Credit Events. The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions:. (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable;. (b) Each of the representations and warranties made by CBS and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1Article III, 3.2or in any certificate delivered pursuant hereto, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such 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;; provided that, with respect to any Loan made or Letter of Credit issued after the Closing Date, in the event that the CBS Ratings are then A-2 or higher by S&P and P-2 or higher by Moodx'x, xxe representation in Section 3.2(b) shall be excluded from the foregoing requirement. (c) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing; and. (d) After giving effect to such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s 's Commitment then in effect and (Bii) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.3.

All Credit Events. The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS ViacomCBS and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 3.5 and 3.10 3.6 shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such 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; (c) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing; and (d) After giving effect to such Credit Event, (i) with respect to Revolving Credit Loans, (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 (B) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS ViacomCBS on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.3.

All Credit Events. The obligation On the date of each Lender to make each Loan, Borrowing and on the obligation date of each Issuing Lender to issue each issuance, amendment, extension or renewal of a Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS andreceived, in the case of a borrowing Borrowing, a Borrowing Request as required by Section 2.03 (or a Subsidiary Borrower, by such Subsidiary BorrowerBorrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (i) In the case of each Credit Event that occurs on the Closing Date, the conditions in Section 7.1(a) of the Purchase Agreement (but only with respect to representations and warranties that are material to the interests of the Lenders, and only to the extent that the Borrower has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement) shall be satisfied, and the representations and warranties made in Sections 3.13.01(b), 3.23.01(d), 3.43.02(a), 3.53.02(b)(i)(C), 3.63.02(b)(ii), 3.73.03, 3.83.10, 3.9 3.11, 3.17 and 3.10 3.24 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects on and as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the date stated amount of such Credit Event Letter of Credit), as applicable, with the same effect as though made on and as of such 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;). (c) At In the case of each Credit Event that occurs after the Closing Date, at the time of and immediately after giving effect to such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event no of Default or Event of Default shall have occurred and be continuing; andcontinuing or would result therefrom. (d) The aggregate Revolving Facility Credit Exposure does not exceed the lesser of (i) the Revolving Facility Commitments and (ii) the Borrowing Base in effect at such time (subject to Sections 2.01(a) and (b)). (e) After giving effect to any Borrowing and any issuance of a Letter of Credit, Availability shall not be less than $0. Each such Credit EventBorrowing and each issuance, (i) with respect to Revolving Credit Loansamendment, (A) the Outstanding Revolving Extensions extension or renewal of a Letter of Credit of each Lender shall not exceed such Lender’s Commitment then in effect and (B) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS the Borrower on the date of such Credit Event Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.34.01.

All Credit Events. The obligation of As conditions precedent to each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3----------------- hereunder, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 shall be true and correct in all material respects on at and as of the date of of, and after giving effect to, such Credit Event with the same effect as though made on and as of such date, except to the extent such Event: (1) The representations and warranties expressly relate to an earlier date of the Company and the Parent contained in which case such representations and warranties the Credit Documents shall be true accurate and correct complete in all material respects as of such earlier date; respects; (c2) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default There shall not have occurred and be continuingcontinuing a Potential Default or an Event of Default which has not been waived in writing by the requisite Lenders as required pursuant to this Agreement; and (d3) After giving effect to Following such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions aggregate principal amount of Credit of each Lender shall not exceed such Lender’s Commitment then in effect and (B) the Total Facility Exposure Loans outstanding shall not exceed the Total Commitment then in effectapplicable limitations of Paragraphs 1(a), 1(b), 1(c), 1(d) and 1(e) above; (4) The Company shall have delivered to the Managing Administrative Agent a duly executed Loan Request, Interest Rate Election and Payoff Notice requesting such Credit Event; and (ii5) If the Credit Event is the making of a Discount Loan: (i) the   Company shall have delivered a timely Pre-Funding Notice with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency thereto; and (Bii) the Balance Bank funding said Discount Loan shall have received from each Lender the amount payable by such Lender on account thereof pursuant to Paragraph 2(c) above, it being expressly agreed and understood that in the aggregate outstanding Multi-Currency Revolving Loans event any Lender has not delivered to such Balance Bank the amount payable by such Lender, the Discount Loan disbursed to the Company shall be reduced by the amount not exceed received. By delivering a Loan Request, Interest Rate Election and Payoff Notice to the Total Multi-Currency Sublimit. Each Credit Event Managing Administrative Agent, the Company shall be deemed to constitute a representation have represented and warranty by CBS on warranted the date accuracy and completeness of the statements set forth in subparagraphs (b)(1) through (b)(5) above and all information set forth in such Credit Event as to the matters specified in paragraphs (b) Loan Request, Interest Rate Election and (c) of this Section 4.3Payoff Notice.

All Credit Events. The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.72.7 or subsection 2.2 or 2.3 of Annex II, as applicable; (b) Each of the representations and warranties made by CBS Viacom and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 3.5 and 3.10 3.6 shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such 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; (c) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing; and (d) After giving effect to such Credit Event, (iA) with respect to Revolving Credit Loans, Loans (Ai) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s 's Commitment then in effect and (Bii) the Total Revolving Facility Exposure shall not exceed the Total Revolving Commitment then in effect, (B) with respect to C$ Loans and US$-Canadian Loans (i) the Outstanding Canadian Extensions of Credit of each Lender shall not exceed such Lender's Canadian Commitment then in effect and (ii) the Total Canadian Facility Exposure shall not exceed the Total Canadian Commitment then in effect, (C) with respect to Multi-Currency Revolving Loans and C$ Loans, (Ai) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency or C$ Loans, as applicable, shall not exceed the Multi-Currency Sublimit for such currency and (Bii) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS Viacom on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.3.

All Credit Events. The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions:. (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS Infinity and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1Article III, 3.2or in any certificate delivered pursuant hereto, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such 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; (c) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing; and (d) After giving effect to such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s 's Commitment then in effect and (Bii) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS Infinity on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.3.

All Credit Events. The obligation At the time of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditionsCredit Event hereunder: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each each of the representations and warranties made by CBS and, set forth herein and in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 other Loan Documents shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be remain true and correct in all material respects as of said time (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they were true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; (cb) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuingcontinuing or would occur as a result of such Credit Event; (c) in the case of a Borrowing of Swingline Loans or Revolving Loans or issuance of a Letter of Credit, after giving effect to such extension of credit the aggregate principal amount of all Swingline Loans, Revolving Loans and L/C Obligations outstanding under this Agreement shall not exceed the lesser of (i) the Revolving Credit Commitments of all Lenders in effect at such time and (ii) the Availability as then determined and computed; and (d) After giving effect to in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.6, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application for such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions Letter of Credit together with any fees called for by Section 3.1, and, in the case of each Lender shall not exceed such Lender’s Commitment then an extension or increase in effect and (B) the Total Facility Exposure shall not exceed the Total Commitment then in effectamount of a Letter of Credit, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans a written request therefor in a particular Multi-Currency shall not exceed form acceptable to the Multi-Currency Sublimit L/C Issuer together with fees called for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimitby Section 3.1. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Event shall be deemed to constitute be a representation and warranty by CBS the Borrower on the date of on such Credit Event as to the matters facts specified in paragraphs subsections (ba) and through (c) d), both inclusive, of this Section; provided, however, that the Lenders may continue to make advances under the Revolving Facility, in the sole discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or other condition set forth above that may then exist. No waiver of any condition to funding a Credit Event under the Revolving Facility after the Closing Date and no waiver of a Default or Event of Default shall be effective for the purposes of Section 4.37.1(b) with respect to any such Credit Event, unless such waiver shall have been approved by the Required Revolving Lenders.

All Credit Events. The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 3.5 and 3.10 3.6 shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such 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; (c) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing; and (d) After giving effect to such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s Commitment then in effect and (B) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.3.

All Credit Events. The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS Viacom and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 3.5 and 3.10 3.6 shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such 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;; [[3890129]] (c) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing; and (d) After giving effect to such Credit Event, (i) with respect to Revolving Credit Loans, (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 (B) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS Viacom on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.3.

All Credit Events. The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as applicable; (b) Each of the representations and warranties made by CBS Viacom and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 3.5 and 3.10 3.6 shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such 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; (c) At the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing; and (d) After giving effect to such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s 's Commitment then in effect and (B) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency Sublimit. Each Credit Event shall be deemed to constitute a representation and warranty by CBS Viacom on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.3.