Common use of Currency Equivalents Clause in Contracts

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Dollar equivalent of (a) or (b) above exceeds $150,000,000, the Borrower shall within five Business Days, (i), in the case of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, the Borrower shall within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower applicable Borrowers and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) (A) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (B) on the date of the related Revolving Credit Borrowing Request, for purposes of the initial determination of such Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of to a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) with respect to Competitive Bid Loans or (b) aboveLetters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, CBS shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), ) in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower’s option, cash collateralize) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), ) in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if . If after giving effect to any such determination of a Dollar equivalent under with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, CBS shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage (calculated without giving effect to clauses (a)(ii) and (b)(ii) contained in the definition thereof in Section 1.1) is greater than 105110%, CBS shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the relevant Borrower's option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess, or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, CBS shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, CBS shall, or shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower applicable Borrowers and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) (A) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (B) on the date of the related Revolving Credit Borrowing Request, for purposes of the initial determination of such Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of to a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) with respect to Competitive Bid Loans or (b) aboveLetters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, CBS shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), ) in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower’s option, cash collateralize) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), ) in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if . If after giving effect to any such determination of a Dollar equivalent under with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, CBS shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage (calculated without giving effect to clauses (a)(ii) and (b)(ii) contained in the definition thereof in Section 1.1) is greater than 105110%, CBS shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the relevant Borrower’s option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess, or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, CBS shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, CBS shall, or shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower applicable Borrowers and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) (A) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (B) on the date of the related Revolving Credit Borrowing Request, for purposes of the initial determination of such Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of to a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) with respect to Competitive Bid Loans or (b) aboveLetters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, Viacom shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), ) in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower’s option, cash collateralize) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), ) in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if . If after giving effect to any such determination of a Dollar equivalent under with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage (calculated without giving effect to clauses (a)(ii) and (b)(ii) contained in the definition thereof in Section 1.1) is greater than 105110%, Viacom shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the relevant Borrower’s option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess, or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, Viacom shall, or shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower applicable Borrowers NY cbsfive-year_amdt2_Part_003.htm i and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) (A) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (B) on the date of the related Revolving Credit Borrowing Request, for purposes of the initial determination of such Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of to a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) with respect to Competitive Bid Loans or (b) aboveLetters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, CBS shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), ) in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower’s option, cash collateralize) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), ) in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if . If after giving effect to any such determination of a Dollar equivalent under with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, CBS shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage (calculated without giving effect to clauses (a)(ii) and (b)(ii) contained in the definition thereof in Section 1.1) is greater than 105110%, CBS shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the relevant Borrower's option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess, or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, CBS shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for NY cbsfive-year_amdt2_Part_003.htm i each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, CBS shall, or shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Alternative Currency Loan in a Foreign Currency as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent , and shall promptly notify the Borrower and the Lenders of the each Dollar equivalent Amount so determined by it. Each such determination shall be based on the Spot Rate (i) on the date of the related Competitive Bid Request, Notice of Committed Borrowing for purposes of the initial such determination of such Competitive Bid Loan, for any Alternative Currency Loan and (ii) on the fourth Euro-Currency Business Day prior to the date on as of which such Dollar equivalent Amount is to be determined, for purposes of any subsequent determinationsdetermination. (b) The Administrative Agent shall determine the Dollar equivalent Amount of the Aggregate L/C Exposure Letter of Credit Liabilities related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, thereof and at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunderthereof. Each such determination shall be based on the Spot Rate (i) on the date of the related notice Notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c)Issuance, in the case of the initial determination in respect of such any Letter of Credit, Credit and (ii) on the second fourth Euro-Currency Business Day prior to the date as of which such Dollar equivalent Amount is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunderCredit. (c) If after giving effect to any such determination of a Dollar equivalent under (a) or (b) aboveAmount, the Total Outstanding Amount exceeds of the aggregate amount of the Commitments or the aggregate Dollar equivalent Amount of (a) or (b) above Alternative Currency Loans and Letter of Credit Liabilities denominated in an Alternative Currency exceeds $150,000,000105% of the Alternative Currency Sublimit, the Borrower Borrowers shall within five Business Days, (i), in the case of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, the Borrower shall within five Euro-Currency Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters (as selected by the Company and notified to the Lenders through the Administrative Agent not less than three Euro-Currency Business Days prior to the date of Credit in Foreign Currencies prepayment) or take such other action to the extent necessary to eliminate any such excess.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower applicable Borrowers and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) (A) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (B) on the date of the related Revolving Credit Borrowing Request, for purposes of the initial determination of such Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of to a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) with respect to Competitive Bid Loans or (b) aboveLetters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, Viacom shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), ) in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid [[3890129]] Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower’s option, cash collateralize) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), ) in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if . If after giving effect to any such determination of a Dollar equivalent under with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage is greater than 105110%, Viacom shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the relevant Borrower’s option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess, or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, Viacom shall, or shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Alternative Currency Loan in a Foreign Currency as of the first day of each Interest Period applicable thereto (or, in the case of a Swingline Loan, the date of borrowing) and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent , and shall promptly notify the Borrower and the Lenders of the each Dollar equivalent Amount so determined by it. Each such determination shall be based on the Spot Rate (i) on the date of the related Competitive Bid Request, Borrowing Request (or request pursuant to Section 2.04) for purposes of the initial such determination of such Competitive Bid Loan, for any Alternative Currency Loan and (ii) on the fourth Euro-Currency Business Day prior to the date on as of which such Dollar equivalent Amount is to be determined, for purposes of any subsequent determinationsdetermination. (b) The Administrative Agent applicable Issuing Bank shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, thereof and at three-month intervals after the date of issuance thereof and as of thereof, or at such additional dates required by the date of each drawing thereunderapplicable Issuing Bank. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c)issuance, in the case of the initial determination in respect of such any Letter of Credit, Credit and (ii) on the second fourth Euro-Currency Business Day prior to the date as of which such Dollar equivalent Amount is to be determineddetermined or on such additional dates required by the applicable Issuing Bank, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunderCredit. (c) If If, other than as a result of fluctuations in currency exchange rates, after giving effect to any such determination of a Dollar equivalent under (a) or (b) aboveAmount, the Dollar equivalent total Revolving Credit Exposures of (a) all Lenders exceed the aggregate amount of the Commitments or (b) above exceeds $150,000,000if at any time, solely as a result of fluctuations in currency exchange rates, the Borrower aggregate Dollar Amount of Loans and LC Exposures exceeds 105% of the aggregate amount of the Commitment, the Borrowers shall within five Business Days, (i), in the case of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, the Borrower shall within five Euro-Currency Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters (as selected by the Company and notified to the Lenders through the Administrative Agent not less than three Euro-Currency Business Days prior to the date of Credit in Foreign Currencies prepayment) or take such other action to the extent necessary to eliminate any such excess.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower applicable Borrowers and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) (A) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (B) on the date of the related Revolving Credit Borrowing Request, for purposes of the initial determination of such Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of to a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) with respect to Competitive Bid Loans or (b) aboveLetters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, Viacom shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), ) in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower’s option, cash collateralize) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), ) in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if . If after giving effect to any such determination of a Dollar equivalent under with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage is greater than 105110%, Viacom shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the relevant Borrower’s option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess, or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, Viacom shall, or shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Loan Advance denominated in a Foreign an Alternative Currency as of the first day of each Interest Period applicable thereto andthereto, and in the case of any such Interest Period of more than three months, at three-three month intervals after the first day thereof. The Administrative Agent shall determine the Dollar Amount of any Letter of Credit Liabilities denominated in an Alternative Currency on the date of issuance of the related Letter of Credit and at three-month intervals thereafter. The Administrative Agent shall promptly notify the Borrower and the Lenders of the each Dollar equivalent Amount so determined by it. Each such determination shall be based on the Spot Rate (i) on spot rate at which in accordance with normal banking procedures the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine could purchase the Dollar equivalent of the Aggregate L/C Exposure related to each Letter of Credit issued in a Foreign Alternative Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), with Dollars in the case of the initial determination of such Letter of Credit, interbank market in London at 11:00 a.m. (iiLondon time) on the second two Business Day Days prior to the date as of which such Dollar equivalent Amount is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunder. (c) . If after giving effect to any such determination of a Dollar equivalent under (a) or (b) aboveAmount, the sum of the aggregate Dollar equivalent Amount of (a) or (b) above all outstanding Advances plus the aggregate Dollar Amount of all Letter of Credit Liabilities exceeds $150,000,000the Aggregate Commitment, the Borrower shall within five Business Days, (i), in the case of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, the Borrower Borrowers shall within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters of Credit in Foreign Currencies or take such other action Advances (as selected by the Company) to the extent necessary to eliminate such excess; provided that such prepayment shall be applied to outstanding Committed Advances to the extent necessary to prepay such Advances in full before prepayment of any Competitive Bid Advances pursuant to this Section 2.5.13(a). (b) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due from any Obligor hereunder or under any of the Notes in the currency expressed to be payable herein or under the Notes (the "specified currency") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's London office at 11:00 a.m. (London time) on the Business Day preceding that on which final judgment is given. The obligations of each Obligor in respect of any sum due to any Lender or the Administrative Agent hereunder or under any Note shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the specified currency with such other currency; if the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, each Obligor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such excessjudgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Article XI, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Company for the account of the Obligors.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Alternative Currency Loan in a Foreign Currency as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent , and shall promptly notify the relevant Borrower and the Lenders of the each Dollar equivalent Amount so determined by it. Each such determination shall be based on the Spot Rate (ix) on the date of the related Competitive Bid Request, Committed Loan Notice for purposes of the initial such determination of such Competitive Bid Loan, for any Alternative Currency Loan and (iiy) on the fourth Business Day prior to the date on as of which such Dollar equivalent Amount is to be determined, for purposes of any subsequent determinationsdetermination. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C Exposure Obligations related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, thereof and at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunderthereof. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c)issuance, in the case of the initial determination in respect of such any Letter of Credit, Credit and (ii) on the second fourth Business Day prior to the date as of which such Dollar equivalent Amount is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunderCredit. (c) If after giving effect to any such determination of a Dollar equivalent under (a) or (b) aboveAmount, the Dollar equivalent aggregate Outstanding Amount of (a) or (b) above the Tranche B Revolving Credit Loans and the Tranche ▇ ▇/C Obligations exceeds $150,000,000the aggregate Tranche B Revolving Credit Commitments, the Borrower shall Borrowers shall, within five (5) Business Days, (i), Days of receipt of notice thereof from the Administrative Agent setting forth such calculation in the case of an excess determined pursuant to (a) abovereasonable detail, prepay outstanding Competitive Bid Tranche B Revolving Credit Loans (as selected by the Company and notified to the Lenders through the Administrative Agent not less than three (3) Business Days prior to the date of prepayment) or take other action (including, in any Borrower’s discretion, cash collateralization of L/C Obligations or Alternative Currency Loans in Foreign Currencies amounts from time to eliminate time equal to such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, the Borrower shall within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Revolving Loan denominated in a Foreign an Alternative Currency and Letter of Credit Obligation in respect of Letters of Credit denominated in an Alternative Currency (i) as of the date of any Funding Notice or Issuance Notice, as applicable, (ii) as of the date of any increase to the amount of any then outstanding Letter of Credit, (iii) as of the first day of each Interest Period applicable thereto andthereto, in (iv) as of the case end of each Fiscal Quarter of the BorrowersBorrower and (v) as at any such Interest Period of more than three months, at three-month intervals after other time as the first day thereof. The Administrative Agent may elect, and shall promptly notify the Borrower Representative and the Lenders of the each Dollar equivalent Amount so determined by it. Each such determination shall be based on the Spot Exchange Rate (ix) on the date of the related Competitive Bid Request, Funding Notice or Issuance Notice for purposes of the initial such determination of such Competitive Bid for any Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C Exposure related to each Other Revolving Loan or Letter of Credit issued in a Foreign Currency as of the date of the issuance thereofCredit, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (iy) on the date of any increase to the related notice amount of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, and (iiz) on the second fourth Business Day prior to the date as of which such Dollar equivalent Amount is to be determined, in the case determined for purposes of any subsequent determination with respect (any such date pursuant to clause (x), (y) or (z), an “Exchange Rate Reset Date”). In addition, for purposes of determining the Required Lenders or Required Revolving Lenders at any time, the Dollar Amount of each outstanding Revolving Loan and Letter of Credit and (iii) shall be determined by the Administrative Agent based on the second Business Day prior to the related drawing thereunder, in the case Exchange Rate on each such date of any determination as of a drawing thereunderdetermination. (cb) If after giving effect to any such determination of a Dollar equivalent under (a) Amount for any outstanding Revolving Loans or (b) aboveLetter of Credit denominated in an Alternative Currency, the Dollar equivalent Total Utilization of (a) Revolving Credit Commitments exceeds the Revolving Credit Limit then in effect by 5.0% or (b) above exceeds $150,000,000, the Borrower shall within five more for a period in excess of ten Business Days, (i)the BorrowersBorrower shall, in within three Business Days’ of receipt of notice thereof from the case of an excess determined pursuant to (a) aboveAdministrative Agent, prepay the applicable outstanding Competitive Bid Dollar Amount of the Revolving Loans denominated in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, the Borrower shall within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters of Credit in Foreign Alternative Currencies or take such other action as the Administrative Agent, in its discretion, may reasonably agree (including Cash Collateralization of the applicable Letter of Credit Obligations in amounts from time to time equal to such excess) to the extent necessary to eliminate any such excess.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower applicable Borrowers and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) (A) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (B) on the date of the related Revolving Credit Borrowing Request, for purposes of the initial determination of such Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of to a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) with respect to Competitive Bid Loans or (b) aboveLetters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, Viacom shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), ) in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower’s option, cash collateralize) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), ) in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if . If after giving effect to any such determination of a Dollar equivalent under with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage (calculated without giving effect to clauses (a)(ii) and (b)(ii) contained in the definition thereof in Section 1.1) is greater than 105110%, Viacom shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the relevant Borrower's option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess, or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, Viacom shall, or shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Alternative Currency Loan in a Foreign Currency as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent , and shall promptly notify the Borrower and the Lenders Banks of the each Dollar equivalent Amount so determined by it. Each such determination shall be based on the Spot Rate (i) on the date of the related Competitive Bid Request, Notice of Committed Borrowing for purposes of the initial such determination of such Competitive Bid Loan, for any Alternative Currency Loan and (ii) on the fourth Euro-Currency Business Day prior to the date on as of which such Dollar equivalent Amount is to be determined, for purposes of any subsequent determinationsdetermination. (b) The Administrative Agent shall determine the Dollar equivalent Amount of the Aggregate L/C Exposure Letter of Credit Liabilities related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, thereof and at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunderthereof. Each such determination shall be based on the Spot Rate (i) on the date of the related notice Notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c)Issuance, in the case of the initial determination in respect of such any Letter of Credit, Credit and (ii) on the second fourth Euro-Currency Business Day prior to the date as of which such Dollar equivalent Amount is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunderCredit. (c) If after giving effect to any such determination of a Dollar equivalent under (a) or (b) aboveAmount, the Total Outstanding Amount exceeds of the aggregate amount of the Commitments or the aggregate Dollar equivalent Amount of (a) or (b) above Alternative Currency Loans and Letter of Credit Liabilities denominated in an Alternative Currency exceeds $150,000,000105% of the Alternative Currency Sublimit, the Borrower Borrowers shall within five Business Days, (i), in the case of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, the Borrower shall within five Euro-Currency Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters (as selected by the Company and notified to the Banks through the Administrative Agent not less than three Euro-Currency Business Days prior to the date of Credit in Foreign Currencies prepayment) or take such other action to the extent necessary to eliminate any such excess.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Alternative Currency Loan in a Foreign Currency as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-three month intervals after the first day thereof. , on each Quarterly Date thereafter. (b) Each such determination of the Dollar Amount shall be based on the Spot Rate on the date of the related Notice of Committed Borrowing for purposes of the initial such determination for any Alternative Currency Loan and, on the fourth Euro-Currency Business Day prior to the date as of which such Dollar Amount is to be determined, for purposes of any subsequent determination. (c) The Administrative Agent shall promptly notify determine the Borrower and the Lenders Dollar Amount of the Dollar equivalent so determined by itLetter of Credit Liabilities related to each Letter of Credit denominated in an Alternative Currency as of the date of issuance thereof and at three month intervals after the date of issuance thereof. Each such determination shall be based on the Spot Rate (i) on the date of the related Competitive Bid Request, for purposes Notice of the initial determination of such Competitive Bid Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c)Issuance, in the case of the initial determination in respect of such any Letter of Credit, (ii) Credit and on the second fourth Euro-Currency Business Day prior to the date as of which such Dollar equivalent Amount is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunderCredit. (cd) The Administrative Agent shall promptly notify the Borrower and the Lenders of each Dollar Amount so determined by it. (e) If after giving effect to any such determination of a Dollar equivalent under (a) or (b) aboveAmount, the Dollar equivalent Total Outstanding Amount exceeds 107% of (a) or (b) above exceeds $150,000,000the aggregate amount of the Commitments, the Borrower Borrowers shall within five Euro-Currency Business Days, (i), in the case of an excess determined pursuant to (a) above, Days prepay outstanding Competitive Bid Loans in Foreign Currencies (as selected by the Company and notified to eliminate such excess, (ii), in the case Lenders through the Administrative Agent not less than three Euro-Currency Business Days prior to the date of an excess determined pursuant to (bprepayment) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any cause such excess; provided, whether or percentage not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105exceed 100%, the Borrower shall within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower applicable Borrowers and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) (A) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (B) on the date of the related Revolving Credit Borrowing Request, for purposes of the initial determination of such Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of to a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) with respect to Competitive Bid Loans or (b) aboveLetters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, Viacom shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), ) in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower's option, cash collateralize) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), ) in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if . If after giving effect to any such determination of a Dollar equivalent under with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage is greater than 105110%, Viacom shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the relevant Borrower's option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess, or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, Viacom shall, or shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent or the Issuing Bank, as applicable, shall determine the Dollar equivalent Amount of each Competitive Bid Loan Eurodollar Loans, EURIBOR Loans or Letter of Credit extensions denominated in a Foreign Currency Alternative Currencies. Such Dollar Amount shall become effective as of such Revaluation Date and shall be the first day Dollar Amount of each Interest Period such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable thereto and, in the case amount of any Agreed Currency (other than Dollars) for purposes of this Agreement shall be such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Dollar equivalent Amount as so determined by it. Each such determination shall be based on the Spot Rate (i) on Administrative Agent or the date of the related Competitive Bid RequestIssuing Bank, for purposes of the initial determination of such Competitive Bid Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinationsas applicable. (b) The Administrative Agent shall determine Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurodollar Loan, EURIBOR Loan or an RFR Loan or the Dollar equivalent of the Aggregate L/C Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereofissuance, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance amendment or extension of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date an amount, such as of which a required minimum or multiple amount, is expressed in Dollars, but such Dollar equivalent is to be determinedborrowing, in the case of any subsequent determination with respect to an outstanding Loan or Letter of Credit and is denominated in an Alternative Currency, such amount shall be the Dollar Amount of such amount (iii) on the second Business Day prior rounded to the related drawing thereundernearest unit of such Alternative Currency, in with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as the case of any determination as of a drawing thereundermay be. (c) If after giving effect to any such determination of a Dollar equivalent under (a) or clause (b) above, the Dollar equivalent of (a) or (b) above exceeds $150,000,000, the Borrower shall within five Business Days, (i), in the case of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii)this Section and, in each case, to any borrowings and prepayments or repayments of Loans occurring on the applicable Reset Date, (i) the Dollar Amount of outstanding Loans exceeds an amount equal to 103% of the Revolving Credit Commitments then in effect then the Borrower shall, within three Business Days after notice thereof from the Administrative Agent, prepay or cause to be prepaid outstanding Loans, or take such other action action, to the extent necessary to eliminate any such excess; provided, whether or not (ii) the Dollar equivalent Amount of (a) or (b) above outstanding Loans exceeds $150,000,000the total Revolving Credit Commitments then in effect for a period of 10 consecutive Business Days, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, then the Borrower shall within five shall, upon three Business Days prepay outstanding Competitive Bid Loans in Foreign CurrenciesDays’ notice thereof from the Administrative Agent, so long as such excess continues, prepay or cause to be prepaid outstanding Letters of Credit in Foreign Currencies Loans or take such other action to the extent necessary to eliminate any such excess.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Alternative Currency Loan in a Foreign Currency as of the first day of each Interest Period applicable thereto (or, in the case of a Swingline Loan, the date of borrowing) and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent , and shall promptly notify the Borrower and the Lenders of the each Dollar equivalent Amount so determined by it. Each such determination shall be based on the Spot Rate (i) on the date of the related Competitive Bid Request, Borrowing Request (or request pursuant to Section 2.04) for purposes of the initial such determination of such Competitive Bid Loan, for any Alternative Currency Loan and (ii) on the fourth Euro-Currency Business Day prior to the date on as of which such Dollar equivalent Amount is to be determined, for purposes of any subsequent determinationsdetermination. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, thereof and at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunderthereof. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c)issuance, in the case of the initial determination in respect of such any Letter of Credit, Credit and (ii) on the second fourth Euro-Currency Business Day prior to the date as of which such Dollar equivalent Amount is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunderCredit. (c) If If, other than as a result of fluctuations in currency exchange rates, after giving effect to any such determination of a Dollar equivalent under (a) or (b) aboveAmount, the Dollar equivalent total Revolving Credit Exposures of (a) all Lenders exceed the aggregate amount of the Commitments or (b) above exceeds $150,000,000if at any time, solely as a result of fluctuations in currency exchange rates, the Borrower aggregate Dollar Amount of Loans and LC Exposures exceeds 105% of the aggregate amount of the Commitment, the Borrowers shall within five Business Days, (i), in the case of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, the Borrower shall within five Euro-Currency Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters (as selected by the Company and notified to the Lenders through the Administrative Agent not less than three Euro-Currency Business Days prior to the date of Credit in Foreign Currencies prepayment) or take such other action to the extent necessary to eliminate any such excess.

Currency Equivalents. (ai) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Loan Advance denominated in a Foreign an Alternative Currency as of the first day of each Interest Period applicable thereto andthereto, and in the case of any such Interest Period of more than three months, at three-three month intervals after the first day thereof. The Administrative Agent shall determine the Dollar Amount of any Letter of Credit Liabilities denominated in an Alternative Currency on the date of issuance of the related Letter of Credit and on the last day of March, June, September and December on which any Letter of Credit is outstanding. The Administrative Agent shall promptly notify the Borrower and the Lenders of the each Dollar equivalent Amount so determined by it. Each such determination shall be based on the Spot Rate (i) on spot rate at which in accordance with normal banking procedures the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine could purchase the Dollar equivalent of the Aggregate L/C Exposure related to each Letter of Credit issued in a Foreign Alternative Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), with Dollars in the case of the initial determination of such Letter of Credit, interbank market in London at 11:00 a.m. (iiLondon time) on the second two Business Day Days prior to the date as of which such Dollar equivalent Amount is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunder. (c) . If after giving effect to any such determination of a Dollar equivalent under (a) or (b) aboveAmount, the sum of the aggregate Dollar equivalent Amount of (a) or (b) above all outstanding Advances plus the aggregate Dollar Amount of all Letter of Credit Liabilities exceeds $150,000,000the Aggregate Commitment, the Borrower shall within five Business Days, (i), in the case of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105%, the Borrower Borrowers shall within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Letters of Credit in Foreign Currencies or take such other action Advances (as selected by the Company) to the extent necessary to eliminate such excess; provided that such prepayment shall be (x) applied to outstanding Committed Advances to the extent necessary to prepay such Advances in full before prepayment of any Competitive Bid Advances pursuant to this Section 2.05(m)(i), and (y) subject to Section 3.04. (ii) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due from any Obligor hereunder or under any of the Notes in the currency expressed to be payable herein or under the Notes (the "specified currency") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's London office at 11:00 a.m. (London time) on the Business Day preceding that on which final judgment is given. The obligations of each Obligor in respect of any sum due to any Lender or the Administrative Agent hereunder or under any Note shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the specified currency with such other currency; if the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, each Obligor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such excessjudgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (A) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (B) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Article 11, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Company for the account of the Obligors.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the relevant Borrower and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) on the date of the related Competitive Bid Request, (A) for purposes of the initial determination of such Competitive Bid Loan, on the date of the related Competitive Bid Request and (B) for purposes of the initial determination of such Multi-Currency Revolving Loan, on the date of the related Borrowing Request, and (ii) for purposes of subsequent determinations, on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) or (b) abovewith respect to Competitive Bid Loans and Letters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, Viacom shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, and (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower's option, cash collateralized) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or . If any such prepayment occurs on a day which is not the Dollar equivalent last day of (a) the then current Interest Period with respect thereto, Viacom shall, or (b) above exceeds $150,000,000shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16. If after giving effect to any such determination of a Dollar with respect to Multi-Currency Revolving Loans, the Dollar equivalent under thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage is greater than 105110%, Viacom shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, prepay (or, at the relevant Borrower's option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, Viacom shall pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower applicable Borrowers and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) (A) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (B) on the date of the related Revolving Credit Borrowing Request, for purposes of the initial determination of such Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of to a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) with respect to Competitive Bid Loans or (b) aboveLetters of Credit, the Dollar equivalent of (a) or (b) above thereof exceeds $150,000,000, ViacomCBS shall, or shall cause the Borrower shall applicable Subsidiary Borrowers to, within five Business Days, (i), ) in the case of an excess determined pursuant with respect to (a) aboveCompetitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), ) in the case of an excess determined pursuant with respect to Letters of Credit, cause to be reduced (bor, at the relevant Borrower’s option, cash collateralize) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), ) in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if . If after giving effect to any such determination of a Dollar equivalent under with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (aA) the Multi-Currency Sublimit for any currency or (bB) abovethe Total Multi-Currency Sublimit, ViacomCBS shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (d) Notwithstanding the foregoing, if at any time (i) the Commitment Utilization Percentage is greater than 105110%, ViacomCBS shall, or shall cause the Borrower shall relevant Subsidiary Borrowers to, within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the relevant Borrower’s option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess, or (ii) the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency Sublimit, ViacomCBS shall, or shall cause the relevant Subsidiary Borrowers to, within five Business Days, prepay outstanding Multi-Currency Revolving Loans so that the Specified Currency Availability for each currency is greater than or equal to zero and so that the Total Specified Currency Availability is greater than or equal to zero or take such other action to the extent necessary to eliminate any such excess. (e) If any prepayment of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on a day which is not the last day of the then current Interest Period with respect thereto, ViacomCBS shall, or shall cause the applicable Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be required pursuant to Section 2.16.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent Amount of each Competitive Bid Loan in a Foreign Alternative Currency Loan, as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent , and shall promptly notify the relevant Borrower and the Lenders of the each Dollar equivalent Amount so determined by it. Each such determination shall be based on the Spot Rate (ix) on the date of the related Competitive Bid Request, Borrowing Request for purposes of the initial such determination of such Competitive Bid Loan, for any Alternative Currency Loan and (iiy) on the fourth Business Day prior to the date on as of which such Dollar equivalent Amount is to be determined, for purposes of any subsequent determinationsdetermination. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C Exposure Obligations related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, thereof and at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunderthereof. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c)issuance, in the case of the initial determination in respect of such any Letter of Credit, Credit and (ii) on the second fourth Business Day prior to the date as of which such Dollar equivalent Amount is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunderCredit. (c) The Overdraft Loan Facility Lender shall determine the Dollar Amount of each Overdraft Facility Loan from time to time in accordance with its customary practice. Each such determination shall be based on the Spot Rate. (d) If after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Dollar equivalent of (a) or (b) above exceeds $150,000,000, the Borrower shall within five Business DaysAmount, (i)) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans and the L/C Obligations exceeds the aggregate Multicurrency Revolving Credit Commitments or (ii) the aggregate Dollar Amount of Multicurrency Revolving Credit Loans which are Alternative Currency Loans and L/C Obligations denominated in an Alternative Currency exceeds 105% of the Alternative Currency Sublimit, the Company shall, within five (5) Business Days of receipt of notice thereof from the Administrative Agent setting forth such calculation in reasonable detail, prepay or cause to be prepaid outstanding Multicurrency Revolving Credit Loans (as selected by the Company and notified to the Lenders through the Administrative Agent not less than three (3) Business Days prior to the date of prepayment) or take other action (including, in the case Company's discretion, cash collateralization of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid L/C Obligations or Alternative Currency Loans in Foreign Currencies amounts from time to eliminate time equal to such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of . (ae) or (b) above exceeds $150,000,000, if If after giving effect to any such determination of a Dollar equivalent under Amount, the aggregate Outstanding Amount of the Overdraft Facility Loans exceeds the aggregate Overdraft Loan Facility Available Amount the Company shall, within five (a5) Business Days of receipt of notice thereof from the Administrative Agent or the Overdraft Loan Facility Lender setting forth such calculation in reasonable detail, prepay or cause to be prepaid outstanding Overdraft Facility Loans (as selected by the Company) or take other action (b) aboveincluding, in the Commitment Utilization Percentage is greater than 105%Company's discretion, the Borrower shall within five Business Days prepay outstanding Competitive Bid cash collateralization of Overdraft Facility Loans in Foreign Currencies, prepay outstanding Letters of Credit in Foreign Currencies or take amounts from time to time equal to such other action excess) to the extent necessary to eliminate any such excess.

Currency Equivalents. (a) The Administrative Agent shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign Currency as of the first day of each Interest Period applicable thereto and, in the case of any such Interest Period of more than three months, at three-month intervals after the first day thereof. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Dollar equivalent so determined by it. Each such determination shall be based on the Spot Rate (i) on the date of the related Competitive Bid Request, for purposes of the initial determination of such Competitive Bid Loan, and (ii) on the fourth Business Day prior to the date on which such Dollar equivalent is to be determined, for purposes of subsequent determinations. (b) The Administrative Agent shall determine the Dollar equivalent of the Aggregate L/C LC Exposure related to each Letter of Credit issued in a Foreign Currency as of the date of the issuance thereof, at three-month intervals after the date of issuance thereof and as of the date of each drawing thereunder. Each such determination shall be based on the Spot Rate (i) on the date of the related notice of any proposed issuance of a Letter of Credit pursuant to Section 2.7(c), in the case of the initial determination of such Letter of Credit, (ii) on the second Business Day prior to the date as of which such Dollar equivalent is to be determined, in the case of any subsequent determination with respect to an outstanding Letter of Credit and (iii) on the second Business Day prior to the related drawing thereunder, in the case of any determination as of a drawing thereunder. (c) If after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Dollar equivalent of (a) or (b) above exceeds $150,000,000, the Borrower shall within five Business Days, (i), in the case of an excess determined pursuant to (a) above, prepay outstanding Competitive Bid Loans in Foreign Currencies to eliminate such excess, (ii), in the case of an excess determined pursuant to (b) above, prepay outstanding (or, at the relevant Borrower's option, cash collateralize) Letters of Credit in Foreign Currencies to eliminate such excess, or (iii), in each case, take such other action to the extent necessary to eliminate any such excess; provided, whether or not the Dollar equivalent of (a) or (b) above exceeds $150,000,000, if after giving effect to any such determination of a Dollar equivalent under (a) or (b) above, the Commitment Utilization Percentage is greater than 105110%, the Borrower shall within five Business Days prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay (or, at the relevant Borrower's option, cash collateralize) outstanding Letters of Credit in Foreign Currencies or take such other action to the extent necessary to eliminate any such excess.