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 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 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 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 As of the time of each Lender to make each Loan, and Credit Event hereunder (including the obligation of each Issuing Lender to issue each Letter of Credit, are subject to the satisfaction of the following conditions:initial Credit Event): (a) The In the case of a Borrowing, the Administrative Agent shall have received a request for, or the notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 1.4 hereof (including any deemed notice under Section 1.4(c)) or 2.72.4 or 3.3 or 4.2 hereof, as applicable, and the Note of the relevant Borrower required by Section 5.6 hereof for a Borrowing of such type; in the case of the issuance of any Letter of Credit the relevant Issuing Agent shall have received a duly completed Application for a Letter of Credit; and in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the relevant Issuing Agent; (b) Each In the case of a Credit Event other than a Refunding Borrowing, each of the representations and warranties made by CBS and, of the Company and Borrowing Subsidiaries set forth in Sections (c) 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 other than (i) a Refunding Borrowing in Domestic Rate Loans and (ii) a Refunding Borrowing in Eurocurrency Loans (refunding a Borrowing denominated in an Alternative Currency) in the same effect as though made on and as of such dateAlternative Currency with an Interest Period not exceeding one (1) calendar month, 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; andcontinuing or would occur as a result of such Credit Event; (d) After In the case of a Credit Event (including a Refunding Borrowing), after giving effect to such Credit Event, (i) with respect to neither the Original Dollar Amount nor the U.S. Dollar Equivalent of the aggregate principal amount of all Loans (whether Committed Loans, Swing Line Loans or Bid Loans) and L/C Obligations outstanding hereunder shall exceed the Revolving Credit LoansCommitments then in effect, (Aii) the Outstanding Revolving Extensions aggregate Original Dollar Amount of Credit of each Lender shall not exceed such Lender’s Commitment then in effect and (B) the Total Facility Exposure Committed L/C Obligations shall not exceed the Total L/C Commitment then in effect, and (ii) with respect to Multi-Currency Revolving Loans, (Aiii) the aggregate principal amount of Domestic Swing Line Loans outstanding Multi-Currency Revolving Loans in a particular Multi-Currency hereunder shall not exceed the Multi-Currency Sublimit for such currency lesser of the Unused Revolving Credit Commitments and the Domestic Swing Line Commitment, (iv) neither the aggregate Original Dollar Amount nor the U.S. Dollar Equivalent of the aggregate principal amount of Multicurrency Swing Line Loans and Foreign Credit L/C Obligations outstanding hereunder shall exceed the lesser of the Unused Revolving Credit Commitments and the Multicurrency Swing Line Commitment, and (Bv) the aggregate Original Dollar Amount of all Bid Loans outstanding Multi-Currency Revolving Loans hereunder shall not exceed the Total Multi-Currency Sublimitlesser of the Unused Revolving Credit Commitments and the Bid Loan Limit; and (e) Such Borrowing shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to any Bank (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. Each Credit Event request for a Borrowing hereunder shall be deemed to constitute be a representation and warranty by CBS the Company on the date of such Credit Event Borrowing as to the matters facts specified in paragraphs (b), (c) and (cd) of this Section 4.311.2.

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 '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 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 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 2.72.7 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 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.