Common use of Initial Loans to Subsidiary Borrowers Clause in Contracts

Initial Loans to Subsidiary Borrowers. The obligations of the Lenders or Issuing Lenders, as the case may be, to make the initial extension of credit hereunder (whether in the form of a Loan or the issuance of a Letter of Credit) to a particular Subsidiary Borrower, if designated as such on or after the Effective Date, is subject to the satisfaction of the condition that Viacom shall have delivered to the Administrative Agent a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, and one or more executed legal opinions with respect to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent. (w) Clause (d) of Section 4.3 of the Credit Agreement is hereby amended by replacing clause (i)(A) therein with the following: (A) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s Commitment then in effect unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise consent and (x) Section 9.5 of the Credit Agreement is amended by inserting “non-appealable” after “final” and before “decision” in each place they appear. (y) The second parenthetical in clause (ii) of Section 9.5(b) of the Credit Agreement is amended to read as follows: (whether commenced by any Borrower or any Indemnified Person and whether or not such Indemnified Person is a party thereto) (z) Section 9.9 of the Credit Agreement is amended by inserting in the second sentence thereof immediately after the words “subject matter hereof” the following:

Initial Loans to Subsidiary Borrowers. The obligations of the Lenders or Issuing Lenders, as the case may be, to make the initial extension of credit hereunder (whether in the form of a Loan or the issuance of a Letter of Credit) to a particular Subsidiary Borrower, if designated as such on or after the Effective Date, is subject to the satisfaction of the condition that Viacom shall have delivered to the Administrative Agent a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, and one or more executed legal opinions with respect to such Subsidiary Borrower, in form and substance reasonably satisfactory to the Administrative Agent. . (w) Clause (d) of Section 4.3 of the Credit Agreement is hereby amended by replacing clause (i)(A) therein with the following: : (A) the Outstanding Revolving Extensions of Credit of each Lender shall not exceed such Lender’s Commitment then in effect unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise consent and and (x) Section 9.5 of the Credit Agreement is amended by inserting “non-appealable” after “final” and before “decision” in each place they appear. (y) The second parenthetical in clause (ii) of Section 9.5(b) of the Credit Agreement is amended to read as follows: (whether commenced by any Borrower or any Indemnified Person and whether or not such Indemnified Person is a party thereto) (z) Section 9.9 of the Credit Agreement is amended by inserting in the second sentence thereof immediately after the words “subject matter hereof” the following: