Common use of Termination or Assignment of Commitments Under Certain Circumstances Clause in Contracts

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (w) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (x) any Borrower shall be required to make additional payments to any Lender under Section 2.20, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or Section 2.20 2.18 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercising its rights under Section 1.1 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender (or Transferee)Bank, be otherwise disadvantageous to such Lender Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.12 or 2.13, (x) any or the Borrower shall be required to make additional payments under Section 2.18 to any Lender under Section 2.20, Bank (yor Transferee) any Lender (a “Non-Consenting Lender”) shall withhold its consent or to the Agent with respect to any amendment described in clause Bank (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender Bank (or LendersTransferee) and the Administrative Agent, Agent (ia) to terminate the Commitments Commitment of such Lender Bank (except in the case of clause (y) aboveor Transferee) or (iib) to require such Lender Bank (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement (other than any outstanding Auction Loans) to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b)hereunder.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wa) any Lender shall become a Defaulting Lender, (b) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.15 or 2.16, (xc) any the Borrower shall be required to make additional payments to any Lender under Section 2.202.21, or (yd) any a Lender (shall become a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause Lender (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lenderdefined below), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, Eligible Assignee which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yii) the Borrowers Borrower or the assignee (or assignees)such assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder hereunder, (iii) if such assignee is not a Lender, the Administrative Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Administrative Agent, (iv) in the case of any assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction of such compensation or payments thereafter and (zv) CBS may the Swingline Lender shall have consented in writing to such assignment (which consent will not terminate Commitments representing more than 10% be unreasonably withheld). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the original aggregate Commitments pursuant Loan Documents or to this paragraph agree to any amendment thereto, (b)ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.08 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.20, or (yz) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Viacom shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS Viacom (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Viacom may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.12, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.202.17, or (yz) any Lender (a “"Non-Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Viacom shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS Viacom (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Viacom may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wany Lender shall fail to pay amounts due to the Agent pursuant to Section 2.02(c) or any Lender shall have delivered a notice or certificate pursuant to Section 2.152.13 or 2.14, (x) any or the Borrower shall be required to make additional payments to any Lender under Section 2.202.19, (y) any Lender (a “Non-Consenting Lender”) and provided that no Default or Event of Default shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lenderoccurred and be continuing, CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, Eligible Assignee which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yii) the Borrowers Borrower or the assignee (or assignees)such assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and (ziv) CBS may not terminate Commitments representing more than 10% in the case of the original aggregate Commitments any assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to this paragraph (b)Section 2.19, such assignment will result in a reduction of such compensation or payments thereafter. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender If any Bank (or Transferee) claiming or the Administrative Agent claims any additional amounts payable pursuant to Section 2.15 2.13 or Section 2.20 2.19 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercises its rights under Section 1.1 2.14, it shall use reasonable efforts (consistent with legal and regulatory restrictions) (i) promptly notify the Borrower (through the Administrative Agent) of the circumstances giving rise to such additional amounts or the exercise of such rights and (ii) file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office Lending Office or take any other action if the making of such a filing or change or the taking of such action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender Bank (or Transferee), be otherwise disadvantageous to such Lender Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.13 or 2.14, (x) any or the Borrower shall be required to make additional payments to any Lender Bank under Section 2.202.19, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS the Borrower shall have the right, at its option and own expense, upon notice to such Lender (or Lenders) Bank and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) Sections 2.13, 2.14 or 2.19 only, to terminate the Commitment of such Bank or (ii) in all cases described in this paragraph, to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) Bank to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other another financial institutions institution reasonably acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, Agent which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Revolving Credit Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder hereunder, including without limitation amounts payable and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments owed to it pursuant to this paragraph (b)Sections 2.13, 2.14 and 2.19.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, sole good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wi) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xii) any Borrower shall be required to make additional payments to any Lender under Section 2.20, (yiii) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from the Required Lenders having Total Facility Percentages aggregating at least 90% or (ziv) any Lender becomes shall be or become a Defaulting Lender, CBS Viacom shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yiii) above) or (ii) to require such Lender (or, in the case of clause (yiii) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS Viacom (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (wA) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xB) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yC) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (zD) CBS Viacom may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender If any Bank (or Transferee) claiming or the Administrative Agent claims any additional amounts payable pursuant to Section 2.15 2.13 or Section 2.20 2.19 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercises its rights under Section 1.1 2.14, it shall use reasonable efforts (consistent with legal and regulatory restrictions) (i) promptly notify the Borrower (through the Administrative Agent) of the circumstances giving rise to such additional amounts or the exercise of such rights and (ii) file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office Lending Office or take any other action if the making of such a filing or change or the taking of such action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender Bank (or Transferee), be otherwise disadvantageous to such Lender Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.13 or 2.14, (x) any or the Borrower shall be required to make additional payments to any Lender Bank under Section 2.202.19, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS the Borrower shall have the right, at its option and own expense, upon notice to such Lender (or Lenders) Bank and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) Sections 2.13, 2.14 or 2.19 only, to terminate the Commitment of such Bank or (ii) in all cases described in this paragraph, to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) Bank to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other another financial institutions institution reasonably acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, Agent which shall assume such obligations; provided, PROVIDED that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder hereunder, including without limitation amounts payable and owed to it pursuant to Sections 2.13, 2.14 and 2.19. (zc) CBS may not terminate Commitments representing more than 10% Each Bank represents and warrants to the Borrower that as of the original aggregate Commitments pursuant date hereof it is not aware of any claims available to this paragraph (b)it under Section 2.13, 2.14 or 2.19 or any circumstances which it has determined will enable it to make any such claims.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wa) any Lender shall become a Defaulting Lender, (b) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.15 or 2.16, (xc) any the Borrower shall be required to make additional payments to any Lender under Section 2.202.21, or (yd) any a Lender (shall become a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause Lender (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lenderdefined below), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, Eligible Assignee which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yii) the Borrowers Borrower or the assignee (or assignees)such assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Administrative Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Administrative Agent, (iv) in the case of any assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction of such compensation or payments thereafter and (zv) CBS may the Swingline Lender shall have consented in writing to such assignment (which consent will not terminate Commitments representing more than 10% be unreasonably withheld). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the original aggregate Commitments pursuant Loan Documents or to this paragraph agree to any amendment thereto, (b)ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.08 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.20, or (yz) any Lender (a “"Non-Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Viacom shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS Viacom (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).or

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wa) any Lender shall become a Defaulting Lender, (b) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.15 or 2.16, (xc) any the Borrower shall be required to make additional payments to any Lender under Section 2.202.21, or (yd) any a Lender (shall become a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause Lender (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lenderdefined below), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, Eligible Assignee which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yii) the Borrowers Borrower or the assignee (or assignees)such assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Administrative Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Administrative Agent, (iv) in the case of any assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction of such compensation or payments thereafter and (zv) CBS may the Swingline Lender shall have consented in writing to such assignment (which consent will not terminate Commitments representing more than 10% be unreasonably withheld). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the original aggregate Commitments pursuant Loan Documents or to this paragraph agree to any amendment thereto, (b)ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.08 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Non-Consenting Lender."

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or 2.18 or exercising its rights under Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (w) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.13, (x) any or the Borrower shall be required to make additional payments under Section 2.12 or 2.18 to any Lender under Section 2.20, (yor Transferee) or to the Administrative Agent with respect to any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or LendersTransferee) and the Administrative Agent, (i) to terminate the Commitments Commitment of such Lender (except in the case of clause (y) aboveor Transferee) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.410.04) all its interests, rights and obligations under this Agreement the Loan Documents to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xA) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Law and (yB) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or and owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of under the original aggregate Commitments pursuant to this paragraph (b)Loan Documents.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender or Issuing Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or 2.18 or exercising its rights under Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender or Issuing Bank (or Transferee), be otherwise disadvantageous to such Lender or Issuing Bank (or Transferee). (b) In the event that (w) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.13, (x) any or the Borrower shall be required to make additional payments under Section 2.12 or 2.18 to any Lender under Section 2.20, or Issuing Bank (yor Transferee) or to the Administrative Agent with respect to any Lender or Issuing Bank (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender or Issuing Bank (or LendersTransferee) and the Administrative AgentAgent (and, if a Commitment is being terminated or assigned, the Issuing Banks), (i) to terminate the Commitments Commitment of such Lender or Issuing Bank (except in the case of clause (y) aboveor Transferee) or (ii) to require such Lender or Issuing Bank (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.410.04) all its interests, rights and obligations under this Agreement the Loan Documents to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xA) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yB) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender or Issuing Bank (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or and owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% under the Loan Documents and, in the case of a termination or assignment by an Issuing Bank, shall cause all Letters of Credit issued by such Issuing Bank to be surrendered for cancellation on or prior to the original aggregate Commitments pursuant to this paragraph (b)date of such termination or assignment.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender Bank or the Issuing Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or Section 2.20 2.18 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercising its rights under Section 1.1 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender (Bank or Transferee)such Issuing Bank, be otherwise disadvantageous to such Lender Bank or such Issuing Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.13, (x) any or the Borrower shall be required to make additional payments under Section 2.12 or 2.18 to any Lender under Section 2.20, Bank or the Issuing Bank (yor Transferee) any Lender (a “Non-Consenting Lender”) shall withhold its consent or to the Administrative Agent with respect to any amendment described in clause Bank or the Issuing Bank (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender Bank or the Issuing Bank (or LendersTransferee) and the Administrative AgentAgent (and, if a Commitment is being terminated or assigned, the Issuing Bank), (ia) to terminate the Commitments Commitment of such Lender Bank or such Issuing Bank (except in the case of clause (y) aboveor Transferee) or (iib) to require such Lender Bank or the Issuing Bank (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement the Loan Documents to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank or the Issuing Bank (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% under the Loan Documents and, in the case of a termination or assignment by the original aggregate Commitments pursuant Issuing Bank, shall cause all Letters of Credit to this paragraph (b)be surrendered for cancellation on or prior to the date of such termination or assignment.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.12, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.202.17, or (yz) any Lender (a “Non"NON-Consenting Lender”CONSENTING LENDER") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Viacom shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS Viacom (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; providedPROVIDED, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Viacom may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wa) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, 2.12 or 2.13; (xb) any the Borrower shall be required to make additional payments to any Lender under Section 2.20, 2.18; (yc) any Lender shall have refused (and shall not have retracted such refusal) to make available any Loan on its part to be made available hereunder, other than solely as a “Non-Consenting Lender”result of the failure of any condition set forth in Article IV to be satisfied (such condition not having been effectively waived in accordance with the terms hereof); (d) any Lender shall withhold have notified the Administrative Agent or the Borrower (and shall not have retracted such notification) that it does not intend to comply with any of its consent obligations hereunder, other than solely as a result of the failure of any condition set forth in Article IV to be satisfied (such condition not having been effectively waived in accordance with the terms hereof); or (e) either (A) a receiver, trustee, conservator or other custodian shall have been appointed with respect to any amendment described in clause Lender or its property at the direction or request of any regulatory agency or authority or (iB) an order, action, process or proceeding of the type contemplated by paragraph (g) or (iih) of Section 9.8(b) as Article VII shall be commenced by or against such Lender (or such Lender shall have consented to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% any such order, action, process or (z) any Lender becomes a Defaulting Lenderproceeding), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which institution that shall assume such obligations; providedPROVIDED, HOWEVER, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xa) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yb) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b)hereunder.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.12, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.202.17, or (yz) any Lender (a “Non-"Non- Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Infinity shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, Agent (which approval in each case shall not be unreasonably withheld, ) which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Infinity may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender If any Bank (or Transferee) claiming or the Administrative Agent claims any additional amounts payable pursuant to Section 2.15 2.13 or Section 2.20 2.19 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercises its rights under Section 1.1 2.14, it shall use reasonable efforts (consistent with legal and regulatory restrictions) (i) promptly notify the Borrower (through the Administrative Agent) of the circumstances giving rise to such additional amounts or the exercise of such rights and (ii) file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office Lending Office or take any other action if the making of such a filing or change or the taking of such action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender Bank (or Transferee), be otherwise disadvantageous to such Lender Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.13 or 2.14, (x) any or the Borrower shall be required to make additional payments to any Lender Bank under Section 2.202.19, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS the Borrower shall have the right, at its option and own expense, upon notice to such Lender (or Lenders) Bank and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) Sections 2.13 or 2.19 only, to terminate the Commitment of such Bank or (ii) in all cases described in this paragraph, to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) Bank to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Credit Agreement to one or more other another financial institutions institution reasonably acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, Agent which shall assume such obligations; provided, PROVIDED that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder hereunder. (c) Each Bank represents and (z) CBS may not terminate Commitments representing more than 10% warrants to the Borrower that as of the original aggregate Commitments pursuant date hereof it is not aware of any claims available to this paragraph (b)it under Section 2.13 or 2.14 or any circumstances which it has determined will enable it to make any such claims.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.20, or (yz) any Lender (a “"Non-Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, Agent (which approval in each case shall not be unreasonably withheld, ) which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of 43 39 payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.20, or (yz) any Lender (a “Non-"Non- Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Infinity shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, Agent (which approval in each case shall not be unreasonably withheld, ) which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Infinity may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender If any Bank (or Transferee) claiming or Administrative Agent claims any additional amounts payable pursuant to Section 2.15 3.10 or Section 2.20 3.13 or -41- (i) promptly notify Borrower (through Administrative Agent) of the circumstances giving notice rise to such additional amounts or the Administrative Agent exercise of such rights and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictionsii) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office Lending Office or take any other action if the making of such a filing or change or the taking of such action would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender Bank (or Transferee), be otherwise disadvantageous to such Lender Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.15Sections 3.10 or 3.11, (x) any or Borrower shall be required to make additional payments to any Lender Bank under Section 2.203.13, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS Borrower shall have the right, at its option and own expense, upon notice to such Lender (or Lenders) Bank and the Administrative Agent, (i) in the case of Sections 3.10, 3.11 or 3.13 only, to terminate the Commitments of such Lender (except in the case of clause (y) above) Bank or (ii) in all cases described in this Section, to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) Bank to transfer and assign without recourse (in accordance with and subject to the restrictions contained herein and in Section 9.4the Co-Lender Agreement) all its interests, rights and obligations under this Agreement to one or more other another financial institutions institution reasonably acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, Agent which shall assume such obligations; provided, PROVIDED that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder hereunder, including without limitation amounts payable and owed to it pursuant to Sections 3.10, 3.11 and 3.12. (zc) CBS may not terminate Commitments representing more than 10% Each Bank represents and warrants to Borrower that as of the original aggregate Commitments pursuant date hereof it is not aware of any claims available to this paragraph (b)it under Sections 3.10, 3.11 or 3.13 or any circumstances which it has determined will enable it to make any such claims.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wany Lender shall fail to pay the Agent amounts due it pursuant to Section 2.02(c) or any Lender shall have delivered a notice or certificate pursuant to Section 2.152.15 or Section 2.16, (x) any or the Borrower shall be required to make additional payments to any Lender under Section 2.202.21, (y) or any Lender (shall be a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Declining Lender, CBS and provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder hereunder, (iii) if the replacement financial institution is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and (ziv) CBS may if a Commitment is being assigned, the Swingline Lender shall have consented in writing to such assignment (which consent will not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (bbe unreasonably withheld).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, sole good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wi) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xii) any Borrower shall be required to make additional payments to any Lender under Section 2.20, (yiii) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or the Required Lenders, (ziv) any Lender becomes shall be or become a Defaulting LenderLender or (v) any Lender [[3890129]] delivers a Notice of Objection pursuant to Section 2.25, CBS Viacom shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yiii) above) or (ii) to require such Lender (or, in the case of clause (yiii) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS Viacom (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (wA) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xB) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yC) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (zD) CBS Viacom may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, sole good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wi) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xii) any Borrower shall be required to make additional payments to any Lender under Section 2.20, (yiii) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or the Required Lenders, (ziv) any Lender becomes shall be or become a Defaulting LenderLender or (v) any Lender delivers a Notice of Objection pursuant to Section 2.25, CBS ViacomCBS shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yiii) above) or (ii) to require such Lender (or, in the case of clause (yiii) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS ViacomCBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (wA) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xB) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yC) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (zD) CBS ViacomCBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender Bank or the Issuing Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.13 or Section 2.20 2.19 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercising its rights under Section 1.1 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender (Bank or Transferee)such Issuing Bank, be otherwise disadvantageous to such Lender Bank or such Issuing Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.13 or 2.14, (x) any or the Borrower shall be required to make additional payments under Section 2.19 to any Lender under Section 2.20, Bank or the Issuing Bank (yor Transferee) any Lender (a “Non-Consenting Lender”) shall withhold its consent or to the Agent with respect to any amendment described in clause Bank or the Issuing Bank (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender Bank or the Issuing Bank (or LendersTransferee) and the Administrative AgentAgent (and, if a Commitment is being assigned, the Issuing Bank), (ia) to terminate the Commitments Commitment of such Lender Bank or such Issuing Bank (except in the case of clause (y) aboveor Transferee) or (iib) to require such Lender Bank or the Issuing Bank (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement (other than any outstanding Auction Loans) to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank or the Issuing Bank (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% and, in the case of a termination or assignment by the original aggregate Commitments pursuant Issuing Bank, shall cause all Letters of Credit to this paragraph (b)be surrendered for cancelation on or prior to the date of such termination or assignment.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wany Lender shall fail to pay the Agent amounts due it pursuant to Section 2.02(c) or any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or Section 2.15, (x) any or the Borrower shall be required to make additional payments to any Lender under Section 2.20, (y) any Lender (a “Non-Consenting Lender”) and provided that no Default or Event of Default shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lenderoccurred and be continuing, CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder hereunder, (iii) if the replacement financial institution is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3500 to the Agent and (ziv) CBS may if a Commitment is being assigned, the Swingline Lender shall have consented in writing to such assignment (which consent will not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (bbe unreasonably withheld).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.24 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 2.29 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower Westinghouse or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (w) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.24, (x) any Borrower or Westinghouse shall be required to make additional payments to any Lender under Section 2.202.29, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS Westinghouse shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.48.4) all its interests, rights and obligations under this Agreement to one or more other another financial institutions institution acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, Agent (which approval in each case shall not be unreasonably withheld, ) which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers Westinghouse or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Westinghouse may not terminate Revolving Credit Commitments representing more than 10% of the original aggregate Commitments Total Revolving Credit Commitment pursuant to this paragraph (b).. LAW2:13233 52 47

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.20, or (yz) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or 2.18 or exercising its rights under Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (w) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.13, (x) any or the Borrower shall be required to make additional payments under Section 2.12 or 2.18 to any Lender under Section 2.20, (yor Transferee) or to the Administrative Agent with respect to any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or LendersTransferee) and the Administrative Agent, (i) to terminate the Commitments Commitment of such Lender (except in the case of clause (y) aboveor Transferee) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.410.04) all its interests, rights and obligations under this Agreement the Loan Documents to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xA) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yB) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or and owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of under the original aggregate Commitments pursuant to this paragraph (b)Loan Documents.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (w) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (x) any Borrower shall be required to make additional payments to any Lender under Section 2.20, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender or a Protesting Lender, CBS shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.11 or Section 2.20 2.17 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercising its rights under Section 1.1 2.12 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender (or Transferee)Bank, be otherwise disadvantageous to such Lender Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.12, (x) any or the Borrower shall be required to make additional payments under Section 2.11 or 2.17 to any Lender under Section 2.20, Bank (yor Transferee) any Lender (a “Non-Consenting Lender”) shall withhold its consent or to the Administrative Agent with respect to any amendment described in clause Bank (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender Bank (or LendersTransferee) and the Administrative Agent, (i) to terminate the Commitments Commitment of such Lender Bank (except in the case of clause (y) aboveor Transferee) or (ii) to require such Lender Bank (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.410.04) all its interests, rights and obligations under this Agreement the Loan Documents to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xA) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yB) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder under the Loan Documents. (c) The Borrower shall have the right, at its own expense, upon notice to a Defaulting Bank and the Administrative Agent, to replace such Defaulting Bank (a “Terminated Bank”) in accordance with and subject to the restrictions of Section 10.04, and such Terminated Bank hereby agrees to assign without recourse (in accordance with and subject to the restrictions of Section 10.04) all of its interests, rights and obligations under the Loan Documents to one or more assignees; provided, however, that no Terminated Bank shall be obligated to make any such assignment unless (i) such assignment does not conflict with any law, rule or regulation or order of any Governmental Authority and (zii) CBS may such Terminated Bank shall have been paid in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Bank and all fees and other amounts accrued for such Terminated Bank’s account or owed to it hereunder. Each Bank agrees that, if it becomes a Terminated Bank, it will execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the aforementioned assignment and shall deliver to the Administrative Agent any Notes subject to such Assignment and Assumption; provided, however, that the failure of any Terminated Bank to execute an Assignment and Assumption shall not terminate Commitments representing more than 10% of render such assignment invalid, and the original aggregate Commitments pursuant to this paragraph (b)Administrative Agent shall record such assignment in its books and records.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.20, or (yz) any Lender (a “"Non-Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Infinity shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, Agent (which approval in each case shall not be unreasonably withheld, ) which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Infinity may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory 42 37 restrictions) to file any certificate or document requested by any Borrower Westinghouse or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xy) any Borrower Westinghouse shall be required to make additional payments to any Lender under Section 2.20, or (yz) any Lender (a “"Non-Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b8.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Westinghouse shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.48.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, Agent (which approval in each case shall not be unreasonably withheld, ) which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers Westinghouse or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Westinghouse may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wany Lender shall fail to pay the Agent amounts due it pursuant to Section 2.05(i) or any Lender shall have delivered a notice or certificate pursuant to Section 2.152.13 or Section 2.14, (x) any or the Borrower shall be required to make additional payments to any Lender under Section 2.202.19, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans and participations in Swingline Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (ziii) CBS may not terminate Commitments representing more than 10% if a Commitment is being assigned, the Borrower shall have received the prior written consent of the original aggregate Commitments pursuant to this paragraph Swingline Lender (bwhich consent will not be unreasonably withheld). SECTION 2.21. Lending Offices and Lender Certificates; Survival of IndemnitySECTION

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (w) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (x) any Borrower shall be required to make additional payments to any Lender under Section 2.20, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i), (ii) or (iiiii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender or a Protesting Lender, CBS shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all of its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender or Issuing Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or 2.18 or exercising its rights under Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender or Issuing Bank (or Transferee), be otherwise disadvantageous otherwisedisadvantageous to such Lender or Issuing Bank (or Transferee). (b) In the event that (w) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.13, (x) any or the Borrower shall be required to make additional payments under Section 2.12 or 2.18 to any Lenderor Issuing Bank (or Transferee) or to the Administrative Agent with respect to any Lender under Section 2.20or Issuing Bank (or Transferee), (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS the Borrower shall have the right, at its own expense, upon notice to such Lender or Issuing Bank (or LendersTransferee) and the Administrative AgentAgent (and, if a Commitment is being terminated or assigned, the Issuing Banks), (i) to terminate the Commitments Commitment of such Lender or Issuing Bank (except in the case of clause (y) aboveor Transferee) or (ii) to require such Lender or Issuing Bank (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.410.04) all its interests, rights and obligations under this Agreement the Loan Documents to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xA) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yB) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender or Issuing Bank (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or and owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% under the Loan Documents and, in the case of a termination or assignment by an Issuing Bank, shall cause all Letters of Credit issued by such Issuing Bank to be surrendered for cancellation on or prior to the original aggregate Commitments pursuant to this paragraph (b)date of such termination or assignment.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 and any US-Canadian Lender (or giving notice Transferee) claiming any additional amounts payable pursuant to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition Section 2.15 or subsection 3.7 of Eurocurrency Rate in Section 1.1 Annex II shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or Canadian Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender, US-Canadian Lender (or Transferee), be otherwise disadvantageous to such Lender, US-Canadian Lender (or Transferee). (b) In the event that (w) any Lender or US-Canadian Lender shall have delivered a notice or certificate pursuant to Section 2.15, (x) any Borrower shall be required to make additional payments to any Lender under Section 2.20, (y) any Canadian Borrower (in respect of C$ Loans) or Borrower (in respect of US$-Canadian Loans) shall be required to make additional payments to any US-Canadian Lender under Section 2.20 or (z) any Lender or US-Canadian Lender (a “"Non-Consenting Lender”") shall withhold its consent to any amendment described in clause in (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yI) the Borrowers or the assignee (or assignees)) shall pay to each affected Lender and US-Canadian Lender, as applicable, and (II) the Canadian Borrowers or the assignee (or assignees) shall pay to each affected US-Canadian Lender, as the case may be, shall pay to in each affected Lender case, in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) (A) CBS Viacom may not terminate Revolving Commitments representing more than 10% of the original aggregate Revolving Commitments pursuant to this paragraph (b) and (B) Viacom may not terminate Canadian Commitments representing more than 10% of the original aggregate Canadian Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.20, or (yz) any Lender (a “"Non-Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Viacom shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Non- Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS Viacom (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Viacom may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.15, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.20, or (yz) any Lender (a “"Non-Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Infinity shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, Agent (which approval in each case shall not be unreasonably withheld, ) which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Infinity may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.11 or Section 2.20 2.17 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercising its rights under Section 1.1 2.12 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender (or Transferee)Bank, be otherwise disadvantageous to such Lender Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.12, (x) any or the Borrower shall be required to make additional payments under Section 2.11 or 2.17 to any Lender under Section 2.20, Bank (yor Transferee) any Lender (a “Non-Consenting Lender”) shall withhold its consent or to the Administrative Agent with respect to any amendment described in clause Bank (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender Bank (or LendersTransferee) and the Administrative Agent, (i) to terminate the Commitments Commitment of such Lender Bank (except in the case of clause (y) aboveor Transferee) or (ii) to require such Lender Bank (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.410.04) all its interests, rights and obligations under this Agreement the Loan Documents to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xA) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yB) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of under the original aggregate Commitments pursuant to this paragraph (b)Loan Documents.

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith sole determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wx) any Lender shall have delivered a notice or certificate pursuant to Section 2.152.12, (xy) any Borrower shall be required to make additional payments to any Lender under Section 2.202.17, or (yz) any Lender (a “"Non-Consenting Lender”") shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender%, CBS Infinity shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (yz) above) or (ii) to require such Lender (or, in the case of clause (yz) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, Agent (which approval in each case shall not be unreasonably withheld, ) which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS Infinity may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wany Lender shall fail to pay the Agent amounts due it pursuant to Section 2.02(c) or any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or Section 2.15, (x) any or the Borrower shall be required to make additional payments to any Lender under Section 2.20, (y) or any Lender (shall be a “Non-Consenting Lender”) Extending Lender pursuant to Section 2.12(d), and provided that no Default or Event of Default shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lenderoccurred and be continuing, CBS the Borrower shall have the right, at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.49.04) all its interests, rights and obligations under this Agreement (except in the case of a Non-Extending Lender, such transfer or assignment may be up to one the full amount of the Commitment of such Non-Extending Lender or more other any portion thereof) to another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder hereunder, (iii) if the replacement financial institution is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3500 to the Agent and (ziv) CBS may if a Commitment is being assigned, the Swingline Lender shall have consented in writing to such assignment (which consent will not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (bbe unreasonably withheld).. 37

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in Section 1.1 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole, good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that (wany Lender shall fail to pay the Agent amounts due it pursuant to Section 2.05(i) or any Lender shall have delivered a notice or certificate pursuant to Section 2.152.13 or Section 2.14, (x) any or either Borrower shall be required to make additional payments to any Lender under Section 2.202.19 and provided that no Default or Event of Default shall have occurred and be continuing, (y) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting Lender, CBS the Borrowers shall have the right, at its their own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender (except in the case of clause (y) above) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.410.04) all its interests, rights and obligations under this Agreement to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (yii) the Borrowers or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans and participations in Swingline Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder hereunder, (iii) if the replacement financial institution is not a Lender, the Agent shall have given its prior written consent to such replacement and the Borrowers or such financial institution shall have paid a processing and recordation fee of $3500 to the Agent and (ziv) CBS may if a Commitment is being assigned, the Swingline Lender shall have consented in writing to such assignment (which consent will not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (bbe unreasonably withheld).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender Bank or the Issuing Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.13 or Section 2.20 2.19 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercising its rights under Section 1.1 2.14 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender (Bank or Transferee)such Issuing Bank, be otherwise disadvantageous to such Lender Bank or such Issuing Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.13 or 2.14, (x) any or the Borrower shall be required to make additional payments under Section 2.19 to any Lender under Section 2.20, Bank or the Issuing Bank (yor Transferee) any Lender (a “Non-Consenting Lender”) shall withhold its consent or to the Agent with respect to any amendment described in clause Bank or the Issuing Bank (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender Bank or the Issuing Bank (or LendersTransferee) and the Administrative AgentAgent (and, if a Commitment is being assigned, the Issuing Bank), (ia) to terminate the Commitments Commitment of such Lender Bank or such Issuing Bank (except in the case of clause (y) aboveor Transferee) or (ii) to require such Lender (or, in the case of clause (y) above, each Non-Consenting Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its interests, rights and obligations under this Agreement to one or more other financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).48 43

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Lender Bank or Issuing Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.15 2.12 or Section 2.20 2.18 or giving notice to the Administrative Agent and CBS as contemplated in the “plus” clause in the definition of Eurocurrency Rate in exercising its rights under Section 1.1 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole, good faith sole determination of such Lender (Bank or Transferee)Issuing Bank, be otherwise disadvantageous to such Lender Bank or Issuing Bank (or Transferee). (b) In the event that (w) any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.152.13, (x) any or the Borrower shall be required to make additional payments under Section 2.12 or 2.18 to any Lender under Section 2.20, Bank or Issuing Bank (yor Transferee) any Lender (a “Non-Consenting Lender”) shall withhold its consent or to the Administrative Agent with respect to any amendment described in clause Bank or Issuing Bank (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90% or (z) any Lender becomes a Defaulting LenderTransferee), CBS the Borrower shall have the right, at its own expense, upon notice to such Lender Bank or Issuing Bank (or LendersTransferee) and the Administrative AgentAgent (and, if a Commitment is being terminated or assigned, the Issuing Banks), (ia) to terminate the Commitments Commitment of such Lender Bank or Issuing Bank (except in the case of clause (y) aboveor Transferee) or (iib) to require such Lender Bank or Issuing Bank (or, in the case of clause (y) above, each Non-Consenting Lenderor Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.410.04) all its interests, rights and obligations under this Agreement the Loan Documents to one or more other another financial institutions acceptable to CBS (unless an Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld, institution which shall assume such obligations; provided, provided that (w) in the case of any replacement of Non-Consenting Lenders, each assignee shall have consented to the relevant amendment, (xi) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (yii) the Borrowers Borrower or the assignee (or assignees)assignee, as the case may be, shall pay to each the affected Lender Bank or Issuing Bank (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) CBS may not terminate Commitments representing more than 10% under the Loan Documents and, in the case of a termination or assignment by an Issuing Bank, shall cause all Letters of Credit issued by such Issuing Bank to be surrendered for cancellation on or prior to the original aggregate Commitments pursuant to this paragraph (b)date of such termination or assignment.