EXECUTION VERSION


AMENDMENT NO. 1 dated as
of December 9, 2021 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of January 23, 2020 (the
“Existing Credit Agreement”), among VIACOMCBS INC., a Delaware corporation (“ViacomCBS”), the SUBSIDIARY
BORROWERS party thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


WHEREAS, the Administrative
Agent has made the determination referred to in the first sentence of Section 2.12(b) of the Existing Credit Agreement with respect to
the Eurocurrency Rate (as defined therein) for Loans denominated in Euros, Sterling and Yen and, in accordance with Section 2.12(b) of
the Existing Credit Agreement, the Administrative Agent and ViacomCBS desire, subject to the terms and conditions set forth below, to
amend the Existing Credit Agreement on the terms set forth herein (the Existing Credit Agreement, as so amended, is referred to as the
“Amended Credit Agreement”).


WHEREAS, in accordance with
Section 2.12(b) of the Existing Credit Agreement, this Amendment shall become effective without any further action or consent of any other
party to the Existing Credit Agreement so long as the Administrative Agent shall not have received, within 10 Business Days of December
9, 2021 (the date a copy of this Amendment is provided to the Lenders), a written notice from the Required Lenders stating that the Required
Lenders object to this Amendment.


NOW, THEREFORE, in consideration
of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


SECTION 1. Defined
Terms. Capitalized terms used and not otherwise defined herein (including in the preliminary statements hereto) have the meanings
assigned to them in the Amended Credit Agreement.


SECTION 2. Amendments
to the Existing Credit Agreement.


(a) Effective as of
the Amendment No. 1 Effective Date (as defined below), the Existing Credit Agreement is hereby amended by inserting the language indicated
in single or double underlined text (indicated textually in the same manner as the following examples: single-underlined
text or double-underlined text) in Exhibit A hereto
and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken
text) in Exhibit A hereto.


(b) Effective as of
the Amendment No. 1 Effective Date, each of Exhibits B-1, B-2, B-3 and B-4 and Annex I to the Existing Credit Agreement is hereby amended
and restated in its entirety to be in the form of Exhibit B-1, B-2, B-3 or B-4 or Annex I, respectively, attached hereto.


SECTION 3. Representations
and Warranties. ViacomCBS represents and warrants to the other parties hereto that:






    	 	 	 



    2 


    

(a) This Amendment
has been duly executed and delivered by ViacomCBS and constitutes a legal, valid and binding obligation of ViacomCBS, enforceable in accordance
with its terms except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


(b) On and as of the
date hereof, (i) each of the representations and warranties set forth in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 of the Amended Credit Agreement
are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date and (ii) no Default or Event of Default has occurred and is
continuing.


SECTION 4. Effectiveness
of this Amendment. This Amendment and the amendment of the Existing Credit Agreement as set forth in Section 2 hereof shall become
effective as of the first date (the “Amendment No. 1 Effective Date”) on which each of the following conditions shall
have been satisfied or waived:


(a) The Administrative Agent
shall have executed a counterpart of this Amendment and shall have received from ViacomCBS either (i) a counterpart of this Amendment
signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include email transmission
of a signed signature page of this Amendment) that ViacomCBS has signed a counterpart of this Amendment.


(b) The Administrative Agent
shall have provided a copy of this Amendment to each of the Lenders and the Administrative Agent shall not have received, within 10 Business
Days of December 9, 2021 (the date of such notice to the Lenders), a written notice from the Required Lenders with respect to this Amendment
stating that such Required Lenders object to this Amendment.


(c) The Administrative Agent
shall have received reimbursement of all reasonable out-of-pocket expenses incurred by it in connection with this Amendment that are required
to be reimbursed or paid by ViacomCBS under the Existing Credit Agreement, to the extent invoiced not less than two Business Days before
the Amendment No. 1 Effective Date.


The Administrative Agent shall promptly
notify ViacomCBS and the Lenders of the Amendment No. 1 Effective Date, and such notice shall be conclusive and binding.


SECTION 5. Effect of Amendment;
No Novation. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute
a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or the Issuing Lenders under the Existing
Credit Agreement and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,





    	 	 	 



    3 


    

covenants or agreements
contained in the Existing Credit Agreement, all of which shall continue in full force and effect in accordance with the provisions thereof.
Nothing herein shall be deemed to entitle any of the Borrowers on any other occasion to a consent to, or a waiver, amendment, modification
or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement in similar
or different circumstances. Neither this Amendment nor any provision hereof may be waived, amended or modified except in accordance with
the provisions of Section 9.8 of the Amended Credit Agreement.


(b) On and after the
Amendment No. 1 Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import, as used in the Existing Credit Agreement, shall refer to the Existing
Credit Agreement as amended hereby.


(c) Neither this Amendment
nor the effectiveness of the amendments to the Existing Credit Agreement effected hereby shall extinguish the obligations for the payment
of money outstanding under the Existing Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of
any of the obligations outstanding under the Existing Credit Agreement, which shall remain in full force and effect, except as modified
hereby. Nothing expressed or implied in this Amendment or the Amended Credit Agreement shall be construed as a release or other discharge
of any of the Borrowers under the Existing Credit Agreement from any of its obligations and liabilities thereunder, as amended hereby.


SECTION 6. Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Amendment by fax, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page
shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed
in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined
below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic
Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted
by a person with the intent to sign, authenticate or accept such contract or record.


SECTION 7. Governing
Law. This Amendment shall be construed, and the rights of the parties hereto determined, in accordance with and governed by the law
of the State of New York.






    	 	 	 



    4 


    

SECTION 8. Incorporation
by Reference. Sections 9.10, 9.11, 9.13 and 9.14 of the Existing Credit Agreement are hereby incorporated by reference herein, mutatis
mutandis.


[The remainder of this page intentionally
left blank.]


 






    	 	 	 



     


    

IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first
above written.


 


	 	
    VIACOMCBS INC.

     

	 	 
	 	By:	/s/ James C. Morrison
	 	 	Name: James C. Morrison
	 	 	
    Title:    Executive Vice President,

     Treasurer



 


 


 


 


 


 


 


 


[Signature Page to Amendment No. 1 to the Credit Agreement of ViacomCBS Inc.]



    	 	 	 



     


    




 


	 	
    JPMORGAN CHASE BANK, N.A., as the

    Administrative Agent,

     

	 	 
	 	By:	/s/ John Kowalczuk
	 	 	Name: John Kowalczuk
	 	 	Title:    Executive Director


 


 


 


 


 


 





[Signature Page to Amendment No. 1 to the Credit Agreement of ViacomCBS Inc.]




    	 	 	 



     


    

EXHIBIT
A


Amended Credit Agreement


 


 


 






    	 	 	 



     


    

EXECUTION VERSIONFINAL


 





 





 



$3,500,000,000


AMENDED AND RESTATED CREDIT
AGREEMENT


among


VIACOMCBS
INC.,


THE SUBSIDIARY BORROWERS PARTIES
HERETO,


THE LENDERS NAMED HEREIN,


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent,


CITIBANK, N.A.,


BANK OF AMERICA, N.A., and


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Syndication Agents


and


DEUTSCHE BANK SECURITIES INC.,


GOLDMAN SACHS BANK USA,


MIZUHO BANK, LTD., and


MORGAN STANLEY MUFG LOAN PARTNERS,
LLC,


as Documentation Agents,


Dated as of January 23, 2020


JPMORGAN CHASE BANK, N.A.,

CITIBANK, N.A.,

BOFA SECURITIES, INC., and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners


 



 






    	 	 	 



     


    

TABLE OF CONTENTS


Page


 


	ARTICLE I
	 
	DEFINITIONS
	 
	Section 1.1. Defined Terms	12
	 Section 1.2. Terms Generally	27
	Section 1.3. Currency Equivalents	2928
	 	 
	ARTICLE II
	 	 
	THE CREDITS
	 	 
	Section 2.1. Commitments	2928
	Section 2.2. Revolving Credit Loans; Competitive Loans	29
	Section 2.3. Competitive Bid Procedure	3029
	Section 2.4. Revolving Credit Borrowing Procedure	3332
	Section 2.5. Repayment of Loans	3433
	Section 2.6. Swingline Loans	3433
	Section 2.7. Letters of Credit	3736
	Section 2.8. Conversion and Continuation Options	4240
	Section 2.9. Fees	4241
	
Section 2.10. Interest on Loans; EurocurrencyTerm Benchmark Tranches; RFR Tranches; Etc.          	4442
	Section 2.11. Default Interest	4543
	Section 2.12. Alternate Rate of Interest	4543
	Section 2.13. Termination, Reduction and Increase of Commitments	4745
	Section 2.14. Optional Prepayments of Revolving Credit Loans	4947
	Section 2.15. Reserve Requirements; Change in Circumstances	4947
	Section 2.16. Indemnity	5250
	Section 2.17. Pro Rata Treatment; Funding Matters; Evidence of Debt	5250
	 Section 2.18. Sharing of Setoffs	5452
	Section 2.19. Payments	5553
	Section 2.20. Taxes	5553
	Section 2.21. Termination or Assignment of Commitments Under Certain Circumstances	5856
	Section 2.22. Currency Equivalents	5956
	 Section 2.23. Judgment Currency	6058
	Section 2.24. Defaulting Lenders	6158
	Section 2.25. Designation of Subsidiary Borrowers	6260
	Section 2.26. Extension of Revolving Credit Maturity Date	6360
	 	 



 



    	 	 	 



     


    




	ARTICLE III
	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 
	Section 3.1. Corporate Existence	6663
	 Section 3.2. Financial Condition	6663
	Section 3.3. Litigation	6663
	Section 3.4. No Breach, Etc	6764
	Section 3.5. Corporate Action	6764
	Section 3.6. Approvals	6764
	Section 3.7. ERISA	6764
	Section 3.8. Taxes	6764
	Section 3.9. Investment Company Act	6865
	Section 3.10. Environmental	6865
	Section 3.11. Material Subsidiaries	6865
	Section 3.12. Anti-Corruption Laws and Sanctions	6865
	 	 
	ARTICLE IV
	 	 
	CONDITIONS OF EFFECTIVENESS AND LENDING
	 	 
	Section 4.1. Effectiveness	6865
	 Section 4.2. Initial Loans to Subsidiary Borrowers	6966
	Section 4.3. All Credit Events	6967
	 	 
	ARTICLE V
	 	 
	COVENANTS
	 	 
	Section 5.1. Financial Statements	7067
	Section 5.2. Corporate Existence, Etc	7370
	 Section 5.3. Insurance	7470
	Section 5.4. Prohibition of Fundamental Changes	7471
	Section 5.5. Limitation on Liens	7572
	Section 5.6. Limitation on Subsidiary Indebtedness	7672
	Section 5.7. Consolidated Total Leverage Ratio	7673
	Section 5.8. Use of Proceeds	7774
	Section 5.9. Transactions with Affiliates	7774
	 	 



 


 


 


 


ii


 



    	 	 	 



     


    




	ARTICLE VI
	 	 
	EVENTS OF DEFAULT
	 	 
	ARTICLE VII
	 	 
	THE AGENTS
	 	 
	ARTICLE VIII
	 	 
	VIACOMCBS GUARANTEE
	 	 
	Section 8.1. ViacomCBS Guarantee	8379
	 	 
	ARTICLE IX
	 	 
	MISCELLANEOUS
	 	 
	Section 9.1. Notices	8682
	 Section 9.2. Survival of Agreement	8783
	 Section 9.3. Binding Effect	8783
	 Section 9.4. Successors and Assigns	8783
	 Section 9.5. Expenses; Indemnity	9187
	 Section 9.6. Right of Setoff	9288
	 Section 9.7. APPLICABLE LAW	9388
	Section 9.8. Waivers; Amendment	9388
	 Section 9.9. Entire Agreement	9389
	 Section 9.10. WAIVER OF JURY TRIAL	9489
	Section 9.11.  Severability	9489
	Section 9.12. Counterparts	9490
	Section 9.13. Headings	9490
	 Section 9.14. Jurisdiction; Consent to Service of Process	9490
	 Section 9.15. Confidentiality	9590
	 Section 9.16. Waiver of Notice of Termination Period	9691
	 Section 9.17. Termination of Subsidiary Borrower Designation	9692
	 Section 9.18. Patriot Act Notice	9692
	 Section 9.19. No Fiduciary Relationship	9792
	 Section 9.20. Material Non-Public Information	9792
	 Section 9.21. Acknowledgement and Consent to Bail-In of EEA Financial Institutions	9793
	Section 9.22. Certain ERISA Matters	9893


 


	ANNEXES	 
	 	 
	Annex I	Pricing Grid
	 	 



 


 


iii



    	 	 	 



     


    




	EXHIBITS	 
	 	 
	Exhibit A	Administrative Questionnaire
	Exhibit B-1	Form of Competitive Bid Request
	 Exhibit B-2	Form of Notice of Competitive Bid Request
	Exhibit B-3	Form of Competitive Bid
	 Exhibit B-4	Form of Revolving Credit Borrowing Request
	 Exhibit B-5	Form of Swingline Borrowing Request
	 Exhibit B-6	Form of Notice of Designated Letter of Credit
	 Exhibit B-7	Form of Subsidiary Borrower Designation
	 Exhibit B-8	Form of Subsidiary Borrower Request
	 Exhibit C	Form of Assignment and Acceptance
	Exhibit D	Form of Confidentiality Agreement
	Exhibit E	Form of Closing Certificate
	Exhibit F	Form of Issuing Lender Agreement
	Exhibit G	Form of New Lender Supplement
	Exhibit H	Form of Commitment Increase Letter
	Exhibit I	Form of Certificate of Effectiveness
	 	 
	SCHEDULES	 
	 	 
	Schedule 1.1	Commitments
	Schedule 1.1(a)	Guarantees
	Schedule 2.7	Designated Letters of Credit
	Schedule 5.6	Subsidiary Indebtedness
	Schedule VI(h)	Judgments
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


iv






    	 	 	 



     


    

AMENDED AND RESTATED CREDIT AGREEMENT
entered into as of January 23, 2020, among VIACOMCBS INC., a Delaware corporation (“ViacomCBS”), as successor to Viacom
Inc., a Delaware corporation (“Viacom”); each Subsidiary Borrower (as herein defined); the lenders whose names appear
on Schedule 1.1 hereto or who subsequently become parties hereto as provided herein (the “Lenders”); JPMORGAN CHASE
BANK, N.A., a national banking association (“JPMorgan Chase”), as administrative agent for the Lenders; CITIBANK, N.A.,
a national banking association, BANK OF AMERICA, N.A., a national banking association, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, as syndication agents for the Lenders (in such capacity, the “Syndication Agents”); and DEUTSCHE
BANK SECURITIES INC., GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as documentation agents for
the Lenders (in such capacity, the “Documentation Agents”).


W I T N E S S E T H:


WHEREAS, pursuant to that certain
Agreement and Plan of Merger, dated as of August 13, 2019 (as amended) by and between CBS Corporation, a Delaware corporation (“CBS”),
and Viacom, pursuant to which Viacom merged with and into CBS, with CBS as the surviving company and with the combined company changing
its name to ViacomCBS Inc., and ViacomCBS is the successor to Viacom;


WHEREAS, ViacomCBS has requested
that the Lenders provide extensions of credit to it and to certain Subsidiary Borrowers to be used for general corporate purposes, which
extensions of credit shall enable the Borrowers (as herein defined) to borrow loans and cause the issuance of letters of credit in an
aggregate amount not to exceed $3.50 billion (except as reduced or increased pursuant to Section 2.13) on a revolving credit basis on
and after the Effective Date (as herein defined) and prior to the Revolving Credit Maturity Date (as herein defined); and


WHEREAS, ViacomCBS has requested
that the Lenders provide a multi-currency borrowing option in an aggregate principal amount not to exceed $1.0 billion (except as reduced
pursuant to Section 2.13), which the Lenders will make available to the Borrowers with sublimits as follows: (i) Euros (as defined herein),
$500 million, (ii) Sterling (as defined herein), $500 million and (iii) Yen (as defined herein), $300 million; and


WHEREAS, the Lenders are willing
to extend credit to the Borrowers on the terms and subject to the conditions herein set forth;


NOW, THEREFORE, in consideration
of the premises and mutual covenants contained herein, the parties hereto hereby agree that, subject to the satisfaction of the conditions
set forth in Section 4.1, the Existing Credit Agreement (as defined herein) shall be and hereby is amended and restated in its entirety
as follows:






    	 	 	 



    2 


    

ARTICLE
I 

DEFINITIONS


Section 1.1. Defined Terms.
As used in this Agreement, the following terms shall have the meanings specified below:


“ABR Loan”
shall mean (a) any Revolving Credit Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with
the provisions of Article II and (b) any ABR Swingline Loan. All ABR Loans shall be denominated in Dollars.


“ABR Revolving Credit
Loan” shall mean any Revolving Credit Loan which is an ABR Loan.


“ABR Swingline Exposures”
shall mean at any time the aggregate principal amount at such time of the outstanding ABR Swingline Loans. The ABR Swingline Exposure
of any Lender at any time shall mean the sum of (a) its Revolving Credit Percentage of the aggregate ABR Swingline Loans outstanding at
such time (excluding, in the case of any Lender that is a Swingline Lender, ABR Swingline Loans made by it and outstanding at such time
to the extent that the other Lenders shall not have funded their participations in such ABR Swingline Loans), adjusted to give effect
to any reallocation under Section 2.24 of the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the case of
any Lender that is a Swingline Lender, the aggregate principal amount of all ABR Swingline Loans made by such Lender and outstanding at
such time to the extent that the other Lenders shall not have funded their participations in such ABR Swingline Loans.


“ABR Swingline Loan”
shall have the meaning assigned to such term in Section 2.6(a).


“Absolute Rate Loan”
shall mean any Competitive Loan bearing interest at a fixed percentage rate per annum (expressed in the form of a decimal rounded to no
more than four decimal places) specified by the Lender making such Loan in its Competitive Bid.


“Administrative Agent”
shall mean JPMorgan Chase in its capacity as the administrative agent for the Lenders under this Agreement, and any successor thereto
pursuant to Article VII.


“Administrative Agent
Fee Letter” shall mean the Fee Letter with respect to this Agreement between ViacomCBS and the Administrative Agent dated as
of December 20, 2019 (as amended, supplemented or otherwise modified from time to time).


“Administrative Agent’s
Fees” shall have the meaning assigned to such term in Section 2.9(c).


“Administrative Questionnaire”
shall mean an Administrative Questionnaire in the form of Exhibit A hereto.






    	 	 	 



    3 


    

“affiliate”
shall mean, as to any Person, any other Person which directly or indirectly controls, is under common control with or is controlled by
such Person. As used in this definition, “control” (including, with correlative meanings, “controlled by”
and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).


“Affiliate”
shall mean, as to ViacomCBS, any Person which directly or indirectly controls, is under common control with or is controlled by ViacomCBS.
As used in this definition, “control” (including, with correlative meanings, “controlled by” and
“under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise);
provided that, in any event, any Person which owns directly or indirectly 10% or more of the securities having ordinary voting
power for the election of directors or other governing body of a corporation or 10% or more of the partnership or other ownership interests
of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.
Notwithstanding the foregoing, (a) no individual shall be deemed to be an Affiliate of ViacomCBS solely by reason of his or her being
an officer, director or employee of ViacomCBS or any of its Subsidiaries and (b) Viacom International Inc. (or its successor) and ViacomCBS
and their Subsidiaries shall not be deemed to be Affiliates of each other, unless expressly stated to the contrary.


“Agents” shall
mean the collective reference to the Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Documentation Agents and
the Syndication Agents.


“Aggregate LC Exposure”
shall mean, at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time and (b) the aggregate
amount which has been drawn under Letters of Credit but for which the applicable Issuing Lender or the Lenders, as the case may be, have
not been reimbursed by ViacomCBS or the relevant Subsidiary Borrower at such time.


“Agreement”
shall mean this Amended and Restated Credit Agreement, as further amended, amended and restated, supplemented or otherwise modified from
time to time.


“Alternate
Base Rate” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greatest
of (a) the Prime Rate in effect on such day (or, if such day is not a Business Day, the immediately preceding Business Day), (b) the NYFRB
Rate in effect on such day plus 1⁄2 of 1% and (c) the EurocurrencyLIBO
Rate as of such day (or, if such day is not a Business Day, the immediately preceding Business Day) for a
deposit in Dollars with a one-month Interest Period commencing two Business Days thereafter plus 1.00%. For purposes hereof, “Prime
Rate” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime
rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly
announced as effective. For purposes of clause (c) above, the EurocurrencyLIBO
Rate for any day shall be based on the EurocurrencyLIBO
Screen Rate (or if 






    	 	 	 



    4 


    

the EurocurrencyLIBO
Screen Rate is not available for such one-month Interest Period, the LIBO
Interpolated Screen Rate, if available) at approximately 11:00 a.m., London time, on such day for deposits
in Dollars with a one-month Interest Period; provided that if such rate shall be less than zero, such rate shall be deemed to be
zero for all purposes of this Agreement. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section
2.12, the Alternate Base Rate shall be the greater of the rates referred to in clause (a) and (b) above and shall be determined without
reference to clause (c) above. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the EurocurrencyLIBO
Rate shall be effective on the effective date of such change in the Prime Rate, the NYFRB Rate or the
EurocurrencyLIBO Rate,
respectively.


“Anti-Corruption Laws”
shall mean the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and all other similar laws, rules, and
regulations of any jurisdiction applicable to ViacomCBS or any of its Subsidiaries concerning or relating to bribery or corruption.


“Applicable Commitment
Fee Rate” shall mean, with respect to any date, the “Applicable Commitment Fee Rate” on such date as determined
in accordance with the Pricing Grid set forth in Annex I hereto.


“Applicable
LC Fee Rate” shall mean on any day (a) with respect to any Financial Letter of Credit, a rate per annum equal to the Applicable
Margin applicable to EurocurrencyTerm
Benchmark Loans in accordance
with the Pricing Grid set forth in Annex I hereto and (b) with respect to any Non-Financial
Letter of Credit, a rate per annum equal to 50% of the rate determined under the preceding clause (a).


“Applicable
Margin” shall mean, as of any date, with respect to any EurocurrencyTerm
Benchmark Loan, RFR Loan or ABR Loan, the applicable rate per annum in accordance with the
Pricing Grid set forth in Annex I hereto based upon the ratings by Moody’s, S&P and Fitch, respectively, applicable on such
date to the Index Debt.


“ASC” shall
mean the Financial Accounting Standards Board Accounting Standards Codification.


“Assignment and Acceptance”
shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form
of Exhibit C.


“Assuming Lender”
shall have the meaning assigned to such term in Section 2.26(f).


“Bail-In Action”
shall mean, with respect to any applicable EEA Financial Institution, the exercise of any
Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of such applicable EEA Financial
Institution.


“Bail-In Legislation”
shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council 






    	 	 	 



    5 


    
 of the European Union, the implementing law for such EEA Member Country from time to time that is described in the EU Bail-In
Legislation Schedule.



“Bankruptcy Event”
means, with respect to any Person, that such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action
in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided
that a Bankruptcy Event shall not result solely by virtue of any control of or ownership interest, or the acquisition of any ownership
interest, in such Person by a Governmental Authority or instrumentality thereof so long as such control of or ownership interest does
not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such governmental authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made by such Person.


“Beneficial Ownership
Regulation” shall mean 31 C.F.R. § 1010.230.


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise
for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


“Board” shall
mean the Board of Governors of the Federal Reserve System of the United States.


“Borrower”
shall mean, as applicable, ViacomCBS or the relevant Subsidiary Borrower.


“Borrowing
Minimum” shall mean (a) in the case of a borrowing denominated in Dollars, $10,000,000,
(b) in the case of a borrowing denominated in Euros, €5,000,000, (c) in the case of a borrowing denominated in Sterling, £5,000,000,
and (d) in the case of a borrowing denominated in Yen, ¥500,000,000.


“Borrowing
Multiple” shall mean (a) in the case of a borrowing denominated in Dollars,
$1,000,000, (b) in the case of a borrowing denominated in Euros, €1,000,000, (c) in the case of a borrowing denominated in Sterling,
£1,000,000, and (d) in the case of a borrowing denominated in Yen, ¥100,000,000.


“Business
Day” shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks
are open for business in New York City; provided, however, that,
when used(a) (i) in
connection with a Eurocurrency Loan (including a Eurocurrency Loanrelation
to Loans denominated in Sterling), the term “Business
Day” shall also exclude and (ii) in relation to the calculation or computation
of LIBOR, in each case any day (other than a Saturday or a Sunday) on which banks are open for






    	 	 	 



    6 


    
business in London, (b) (i) in relation
to Loans denominated in Yen and (ii) in relation to the calculation or computation of TIBOR, in each case any
day (other than a Saturday or a Sunday) on which banks
are not open for international
business (including dealings in Dollar deposits) in the London interbank
marketin Japan, (c) (i) in relation to Loans denominated in Euros and (ii) in relation
to the calculation or computation of EURIBOR, in each case any day which is a TARGET Day and (d) in relation to RFR Loans and any interest
rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable currency
of such RFR Loan, any such day that is only an RFR Business Day.


“Capital Lease Obligations”
of any Person shall mean, subject to Section 1.2(b), the obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property (other than satellite transponders), or a combination thereof,
which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and,
for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined
in accordance with GAAP.


“Capital Stock”
shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any
of the foregoing.


“CBR Loan”
shall mean a Loan that bears interest at a rate determined by reference to the Central Bank Rate.


“CBR Spread”
shall mean the Applicable Margin applicable to such Loan that is replaced by a CBR Loan.


“CBS Credit Agreement”
shall mean the Amended and Restated Credit Agreement dated as of June 9, 2016 among CBS (now known as ViacomCBS Inc.), CBS Operations
Inc., the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase, as administrative agent.


“Central Bank Rate”
shall mean, the greater of (A) (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank
Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euros, one of the following three rates
as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of
the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing
operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto)
from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published
by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking
system of the participating member states of the European Monetary Union, as published by the European Central Bank (or any successor
thereto) from time to time, and 






    	 	 	 



    7 


    
(c) Yen, the “short-term prime rate” as publicly announced by the Bank of Japan (or any successor
thereto) from time to time plus (ii) the applicable Central Bank Rate Adjustment and (B) 0.00%.


“Central Bank Rate
Adjustment” shall mean, for any day, for any Loan denominated in (a) Euros, a rate equal to the difference (which may be a positive
or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which
the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such
period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b)
Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Daily Simple RFR for
the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and
the lowest such Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect
of Sterling in effect on the last RFR Business Day in such period and (c) Yen, a rate equal to the difference (which may be a positive
or negative value or zero) of (i) the average of the TIBOR Rate for the five most recent Business Days preceding such day for which the
TIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest TIBOR Rate applicable during such period of
five Business Days) minus (ii) the Central Bank Rate in respect of Yen in effect on the last Business Day in such period. For purposes
of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y)
each of the EURIBOR Rate and the TIBOR Rate on any day shall be based on the EURIBOR Screen Rate or the TIBOR Screen Rate, as applicable,
on such day at approximately the time referred to in the definition of such term for deposits in the applicable Foreign Currency for a
maturity of one month.


“Closing Certificate”
shall mean a certificate, substantially in the form of Exhibit E.


“Code” shall
mean the Internal Revenue Code of 1986, as the same may be amended from time to time.


“Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Credit Loans pursuant to Section 2.1, to make,
refund or acquire participations in ABR Swingline Loans pursuant to Section 2.6 and to issue or participate in Letters of Credit pursuant
to Section 2.7, as set forth on Schedule 1.1, as such Lender’s Commitment may be permanently terminated, reduced or increased from
time to time pursuant to Section 2.13, changed pursuant to Section 9.4 or extended pursuant to Section 2.26.


“Commitment Fees”
shall mean all fees payable pursuant to Section 2.9(a).


“Commitment Increase Date” shall mean the date of any increase
in the Total Commitment pursuant to Section 2.13.






    	 	 	 



    8 


    

“Commitment Increase
Letter” shall have the meaning assigned to such term in Section 2.13(f) and shall be substantially in the form of Exhibit H.


“Commitment Utilization
Percentage” shall mean on any day the percentage equivalent to a fraction (a) the numerator of which is the aggregate outstanding
principal amount of Revolving Credit Loans, Letters of Credit, Swingline Loans and Competitive Loans, and (b) the denominator of which
is the Total Commitment (or, on any day after termination of the Commitments, the Total Commitment in effect immediately preceding such
termination).


“Competitive Bid”
shall mean an offer to make a Competitive Loan pursuant to Section 2.3.


“Competitive
Bid Rate” shall mean, as to any Competitive Bid made pursuant to Section 2.3(b), (a) in the case of a EurocurrencyTerm
Benchmark Competitive Loan or a RFR Competitive Loan, the Margin, and (b) in the case of an
Absolute Rate Loan, the fixed rate of interest offered by the Lender making such Competitive Bid.


“Competitive Bid Request”
shall mean a request made pursuant to Section 2.3 in the form of Exhibit B-1.


“Competitive
Loan” shall mean a Loan from a Lender to a Borrower pursuant to the bidding procedure described in Section 2.3. Each Competitive
Loan shall be a EurocurrencyTerm Benchmark Competitive
Loan, a RFR Competitive Loan or an Absolute Rate Loan and, subject to Section 2.3(a), may
be denominated in Dollars or a Foreign Currency.


“Compliance Certificate”
shall have the meaning assigned to such term in Section 5.1.


“Confidential Information”
shall have the meaning assigned to such term in Section 9.15(a).


“Confidentiality
Agreement” shall mean a confidentiality agreement substantially in the form of Exhibit D, with such changes as
ViacomCBS may approve.


“Consolidated EBITDA”
shall mean, with respect to ViacomCBS and its Consolidated Subsidiaries (excluding Discontinued Operations) for any period, operating
profit (loss), plus other income (loss), plus interest income, plus depreciation and amortization (excluding amortization related to programming
rights, prepublication costs, videocassettes and DVDs), excluding (a) gains (losses) on sales of assets (except (I) gains (losses) on
sales of inventory sold in the ordinary course of business and (II) gains (losses) on sales of other assets if such gains (losses) are
less than $10,000,000 individually and less than $50,000,000 in the aggregate during such period), (b) other non-cash items (including
(i) provisions for losses and additions to valuation allowances, (ii) provisions for restructuring, litigation and environmental reserves
and losses on the Disposition of businesses, (iii) pension settlement charges, (iv) non-cash charges associated with grants of stock options,
employee stock purchase plans and other equity-based compensation awards to employees and directors, in each case under this clause (iv)
that are expensed in accordance with ASC 718, and (v) impairment charges) and (c) 






    	 	 	 



    9 


    
expenses incurred in connection with acquisitions, Dispositions
or merger transactions in accordance with ASC 805.


“Consolidated Indebtedness”
shall mean, as at any date of determination, the Indebtedness of ViacomCBS and its Consolidated Subsidiaries determined on a consolidated
basis that would be reflected on a consolidated balance sheet as at such date prepared in accordance with GAAP.


“Consolidated Subsidiary”
shall mean, as to any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements
of which shall be consolidated with the financial statements of such Person in accordance with GAAP.


“Consolidated Tangible
Assets” shall mean at any date the assets of ViacomCBS and its Subsidiaries determined on such date on a consolidated basis,
less goodwill and other intangible assets.


“Consolidated Total Leverage
Ratio” shall mean, as of the last day of each fiscal quarter, the ratio of (a) Consolidated Indebtedness on such date to (b)
Consolidated EBITDA for the twelve month period ending on such date.


“Credit Event”
shall mean the making of any Loan or the issuance of any Letter of Credit hereunder (including the designation of a Designated Letter
of Credit as a “Letter of Credit” hereunder). It is understood that conversions and continuations pursuant to Section
2.8 do not constitute “Credit Events”.


“Daily Simple RFR”
shall mean, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (a) the sum of
(i) SONIA for the day that is 5 Business Days prior to (i) if such RFR Interest Day is a Business Day, such RFR Interest Day or (ii) if
such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day, plus (ii) 0.0326% per annum,
and (b) 0.00%. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective
date of such change in the RFR without notice to ViacomCBS.


“Debt Rating”
shall mean the rating applicable to ViacomCBS’s Index Debt, as assigned by any Rating Agency.


“Default” shall
mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.


“Defaulting Lender”
shall mean any Lender that (a) has failed, within three Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans, (ii) fund any portion of its participations in Letters of Credit or ABR Swingline Loans or (iii) pay over to the Administrative
Agent or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies
the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent
to funding (specifically identified and including the particular default, if any) has not been satisfied or, in the case of clause (iii),
such payment is the subject of a good faith dispute, (b) has notified any Borrower, the Administrative Agent or any Lender in writing,
or has 






    	 	 	 



    10 


    
made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this
Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination
that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan cannot be satisfied)
or under other agreements generally in which it commits to extend credit, (c) has failed, within three Business Days after request by
the Administrative Agent or a Lender acting in good faith, to provide a certification in writing from an authorized officer of such Lender
that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and ABR Swingline
Loans; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the receipt by the Administrative
Agent or the requesting Lender, as applicable, of such certification in form and substance satisfactory to it and the Administrative Agent,
or (d) has, or the parent company or bank of such Lender has, become the subject of a Bankruptcy Event or a Bail-In Action.


“Designated Letters of
Credit” shall mean each letter of credit issued by an Issuing Lender that (a) is not a Letter of Credit hereunder at the time
of its issuance and is designated on or after the Effective Date by ViacomCBS or any Subsidiary Borrower, with the consent of such Issuing
Lender, as a “Letter of Credit” hereunder by written notice to the Administrative Agent in the form of Exhibit B-6
or (b) is a letter of credit issued under the CBS Credit Agreement, the Existing Credit Agreement or listed on Schedule 2.7.


“Discontinued Operations”
shall mean the assets/liabilities and operations classified as “discontinued operations” pursuant to ASC 205-20 or Accounting
Principles Board Opinion No. 30.


“Disposition”
shall mean, with respect to any Property, any sale, lease, assignment, conveyance, transfer or other disposition thereof; and the terms
“Dispose” and “Disposed of” shall have correlative meanings.


“Documentation Agents”
shall have the meaning assigned to such term in the preamble hereto.


“Dollars” or
“$” shall mean lawful money of the United States of America.


“EEA Financial Institution” shall mean
(a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution
Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) above or (c)
any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) above
and is subject to consolidated supervision with its parent.


“EEA Member Country”
shall mean any member state of the European Union, Iceland, Liechtenstein and Norway.


“EEA Resolution Authority”
shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA Financial Institution.






    	 	 	 



    11 


    

“Effective Date”
shall mean the date on which the conditions specified in Section 4.1 are satisfied (or waived in accordance with Section 9.8(b)).


“Environmental Laws”
shall mean any and all Federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes
into the environment, including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or wastes.


“ERISA” shall
mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.


“ERISA Affiliate”
shall mean, with respect to ViacomCBS, any trade or business (whether or not incorporated) that is a member of a group of which ViacomCBS
is a member and which is treated as a single employer under Section 414 of the Code.


“EU Bail-In Legislation
Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),
as in effect from time to time.


 


“Eurocurrency
Borrowing Minimum” means (a) in the case of a borrowing
denominated in Dollars, $10,000,000, (b) in the case of a borrowing denominated in Euros, €5,000,000, (c) in the case of a borrowing
denominated in Sterling, £5,000,000, and (d) in the case of a borrowing denominated in Yen, ¥500,000,000.


“Eurocurrency
Borrowing Multiple” means (a) in the case of a borrowing denominated in Dollars,
$1,000,000, (b) in the case of a borrowing denominated in Euros, €1,000,000, (c) in the case of a borrowing denominated in Sterling,
£1,000,000, and (d) in the case of a borrowing denominated in Yen, ¥100,000,000.


“Eurocurrency Competitive
Loan” shall mean any Competitive Loan which is a Eurocurrency Loan.


“Eurocurrency Loan”
shall mean any Loan bearing interest at a rate determined by reference to the Eurocurrency Rate.


EURIBOR Interpolated Rate”
shall mean, at any time, with respect to any Term Benchmark Loan denominated in Euros and for any Interest Period, the rate per annum
(rounded to the same number of decimal places as the EURIBOR Screen Rate) which results from interpolating on a linear basis between:
(a) the EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is available for Euros) that is
shorter than the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen






    	 	 	 



    12 


    
Rate for the shortest period (for which the
EURIBOR Screen Rate is available for Euros) that exceeds the Impacted EURIBOR Rate Interest Period, in each case, at such time; provided
that, if any EURIBOR Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


“EurocurrencyEURIBOR
Rate” shall mean, forwith
respect to any EurocurrencyTerm
Benchmark Loan denominated in Euros and for any Interest Period, the Eurocurrency Screen Rate at approximately 11:00 a.m., London time, on the Quotation Day; provided that (a) if no Eurocurrency Screen Rate shall
be available at such time for such Interest Period but Eurocurrency Screen
Rates shall be available for maturities both longer and shorter than such Interest Period, then the “Eurocurrency
Rate”EURIBOR Screen Rate at approximately 11:00 a.m., Brussels time, two TARGET
Days prior to the commencement of such Interest Period; provided that, if the EURIBOR Screen Rate shall not be available at such time
for such Interest Period (an “Impacted EURIBOR Rate Interest
Period”) with respect to Euros then the EURIBOR Rate shall be the Interpolated
Screen Rate and (b) if the Eurocurrency Rate, determined as set forth above, shall
be less than zero, such rate shall be deemed to be zero.


“Eurocurrency
Screen Rate” shall mean, for any date and time, with respect to any Eurocurrency Loan for
any Interest Period, or with respect to any determination of the Alternate Base Rate pursuant to clause (c) of the definition thereof,
the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in the
applicable currency (for delivery on the first day of
such Interest Period) for a period equal in length to the applicable period as displayed on the Reuters screen page that displays such
rate (currently page LIBOR01 or LIBOR02) or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate
page of such other information service that publishes such rate from time to time as selected by the Administrative Agent from
time to time in its reasonable discretion.


“Eurocurrency
Revolving Credit Loan” shall mean any Revolving Credit Loan which is a Eurocurrency Loan.
Subject to the limitations contained herein, a  Eurocurrency Revolving Credit Loan may be a Multi-Currency
Revolving Loan.


“Eurocurrency Tranche” shall mean the collective reference to Eurocurrency
Loans denominated in the same currency made by the Lenders, the then current Interest Periods with
respect to all of which begin on the same date and end on the same later date (whether or not such Eurocurrency Loans shall originally have been made on the same day)EURIBOR
Interpolated Rate.


“EURIBOR
Screen Rate” shall mean the euro interbank offered rate administered by the European Money Markets Institute (or any other person
which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication
by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate)
or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as
of 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service 






    	 	 	 



    13 


    
ceases to be available,
the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower. If the
EURIBOR Screen Rate shall be less than 0.00%, the EURIBOR Screen Rate shall be deemed to be 0.00% for purposes of this Agreement.


“Euros” or
“€” shall mean the single currency of participating member states of the European Monetary Union.


“Event of Default”
shall have the meaning assigned to such term in Article VI; provided that any requirement for the giving of notice, the lapse of
time, or both, has been satisfied.


“Exchange Act Report”
shall have the meaning assigned to such term in Section 3.3.


“Existing Credit Agreement”
shall mean the Amended and Restated Credit Agreement dated as of February 11, 2019 among ViacomCBS, as successor to Viacom, the subsidiary
borrowers party thereto, the lenders party thereto, JPMorgan Chase, Citibank, N.A., and Bank of America, N.A., as syndication agents and
Deutsche Bank Securities Inc., Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A. as documentation agents.


“Extending Lender”
shall have the meaning assigned to such term in Section 2.26(a).


“Extension Deadline”
shall have the meaning assigned to such term in Section 2.26(a).


“Extension Effective
Date” shall have the meaning assigned to such term in Section 2.26(b).


“Extension Request”
shall have the meaning assigned to such term in Section 2.26(a).


“Facility Exposure”
shall mean, with respect to any Lender, the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender
then outstanding, (b) such Lender’s LC Exposure at such time, (c) such Lender’s Revolving Credit Percentage of the aggregate
ABR Swingline Loans outstanding at such time, (d) the aggregate outstanding principal amount of any Competitive Loans made by such Lender
and (e) in the case of a Swingline Lender, the aggregate outstanding principal amount of any Quoted Swingline Loans made by such Swingline
Lender.


“FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof , any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant
to any 






    	 	 	 



    14 


    
intergovernmental agreement, treaty or convention among Governmental Authorities and
implementing such Sections of the Code.


“Federal Funds Effective
Rate” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository
institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the
next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that if such rate shall be less than zero,
such rate shall be deemed to be zero for all purposes of this Agreement.


“Fees” shall
mean the Commitment Fees, the Administrative Agent’s Fees, the Issuing Lender Fees and the LC Fees.


“Financial Covenant”
shall mean the financial covenant contained in Section 5.7.


“Financial Letter of
Credit” shall mean any Letter of Credit that, as determined by the Administrative Agent acting in good faith, (a) supports
a financial obligation and (b) qualifies for the 100% credit conversion factor under the applicable Bank for International Settlements
guidelines.


“Financial Officer”
of any corporation shall mean its Chief Financial Officer, its Treasurer, or its Chief Accounting Officer or, in each case, any comparable
officer or any Person designated by any such officer.


“Fitch” shall
mean Fitch Ratings Inc. or any successor thereto.


“Foreign
Currency” shall mean any currency (including, without limitation, any Multi-Currency, but excluding Dollars) which is readily
transferable and readily convertible by the relevant Lender or Issuing Lender, as the case may be, into Dollars in the London interbank
market.


“Foreign Exchange Rate”
shall mean, with respect to any Foreign Currency on a particular date, the rate at which such Foreign Currency may be exchanged into Dollars
last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Thomas Reuters Corp. (“Reuters”)
source on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available
or ceases to provide a rate of exchange for the purchase of Dollars with the Foreign Currency, as provided by such other publicly available
information service which provides that rate of exchange at such time in place of Reuters as may be agreed upon by the Administrative
Agent and ViacomCBS, or in the absence of such agreement, such “Foreign Exchange Rate” with respect to such Foreign
Currency shall be determined by reference to an established third party source reasonably selected by the Administrative Agent.


“GAAP” shall
mean generally accepted accounting principles.


“Governmental Authority”
shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.






    	 	 	 



    15 


    

“Granting Bank”
shall have the meaning specified in Section 9.4(i).


“Guarantee” of or by any Person shall mean any obligation, contingent
or otherwise, of such Person guaranteeing or entered into with the purpose of guaranteeing any Indebtedness of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a)
to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply
funds for the purchase of) any security for the payment of such Indebtedness, (b) to purchase Property, securities or services for the
purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital
or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness;
provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit,
in either case in the ordinary course of business.


“Indebtedness”
of any Person shall mean at any date, without duplication, (i) all obligations of such Person for borrowed money (including, without limitation,
in the case of any Borrower, the obligations of such Borrower for borrowed money under this Agreement), (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase
price of Property or services, except as provided below, (iv) all obligations of such Person as lessee under Capital Lease Obligations,
(v) all Indebtedness of others secured by a Lien on any Property of such Person, whether or not such Indebtedness is assumed by such Person,
(vi) all Indebtedness of others directly or indirectly guaranteed or otherwise assumed by such Person, including any obligations of others
endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person,
or in respect of which such Person is otherwise directly or indirectly liable, including, without limitation, any Indebtedness in effect
guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation
or any security therefor, or to provide funds for the payment or discharge of such obligation, or to maintain the solvency or any balance
sheet or other financial condition of the obligor of such obligation; provided that Indebtedness of ViacomCBS and its Subsidiaries
shall not include obligations in existence on the date hereof in respect of Indebtedness of Discontinued Operations or guarantees of Indebtedness
that are identified on Schedule 1.1(a) hereto, and (vii) all obligations of such Person as issuer, customer or account party under letters
of credit or bankers’ acceptances that are either drawn or that back financial obligations that would otherwise be Indebtedness;
provided, however, that in each of the foregoing clauses (i) through (vii), Indebtedness shall not include (i) obligations (other
than under this Agreement) specifically with respect to the production, distribution and acquisition of motion pictures or other programming
rights, talent or publishing rights, (ii) the net change in the carrying value of Indebtedness relating to fair value hedges in accordance
with ASC 815 or (iii) financings by way of sales or transfers of receivables or inventory, which will be accounted for as indebtedness
in accordance with ASC 860 and ASC 810.


“Indemnified
Person” shall have the meaning assigned to such term in Section 9.5(b).






    	 	 	 



    16 


    

“Index Debt”
shall mean senior, unsecured, non-credit enhanced long-term indebtedness for borrowed money issued by ViacomCBS.


“Interest
Payment Date” shall mean (a) with respect to any EurocurrencyTerm
Benchmark Loan or Absolute Rate Loan, the last day of the Interest Period applicable thereto
and, in the case of a EurocurrencyTerm Benchmark
Loan with an Interest Period of more than three months’ duration or an Absolute Rate Loan with an Interest
Period of more than 90 days’ duration, each day that would have been an Interest Payment Date for such Loan had successive Interest
Periods of three months’ duration or 90 days’ duration, as the case may be, been applicable to such Loan and, in addition,
the date of any conversion of any EurocurrencyTerm
Benchmark Revolving Credit Loan to an ABR Loan, the date of repayment or prepayment of any
EurocurrencyTerm Benchmark Loan
and the applicable Maturity Date, (b) with respect to any ABR Loan (other than an ABR Swingline Loan which is not an Unrefunded Swingline
Loan), the last day of each March, June, September and December and the applicable Maturity Date, (c) with respect to any ABR Swingline
Loan (other than an Unrefunded Swingline Loan), the earlier of (i) the day that is five Business Days after such Loan is made and (ii)
the Revolving Credit Maturity Date and,
(d) with respect to any Quoted Swingline Loan, the date established as such by the relevant Swingline Borrower
and the relevant Swingline Lender prior to the making thereof (but in any event no later than the Revolving Credit Maturity Date)
and (e) with respect to any RFR Loan, (i) each date that is on the numerically corresponding day in each
calendar month that is three months after the borrowing of such Loan (or, if there is no such numerically corresponding day in such month,
then the last day of such month) and (ii) the Revolving Credit Maturity Date.


“Interest
Period” shall mean (a) as to any EurocurrencyTerm
Benchmark Loan, the period commencing on the borrowing date or conversion date of such Loan,
or on the last day of the immediately preceding Interest Period applicable to such Loan, as the case may be, and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 7 days (subject to
the prior consent of each Lender) or 1, 2, 3 or 6
months or (subject to the prior consent of each Lender) 12 months thereafter, as the relevant Borrower may elect, and (b) as to any Absolute
Rate Loan, the period commencing on the date of such Loan and ending on the date specified in the Competitive Bids in which the offer
to make such Absolute Rate Loan was extended; provided, however, that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of EurocurrencyTerm
Benchmark Loans only, such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day and (ii) notwithstanding anything to the contrary herein,
no Borrower may select an Interest Period which would end after the Maturity Date applicable to the relevant Loan. Interest shall accrue
from and including that first day of an Interest Period to but excluding the last day of such Interest Period.


“Interpolated
Screen Rate” shall mean, with respect to any Eurocurrency Loan denominated in any currency for
any Interest Period or the definition of the term “Alternate Base Rate”, a rate per annum which results from interpolating
on a linear basis between (a) the applicable Eurocurrency Screen Rate for the longest maturity for which
a Eurocurrency Screen Rate is available that is shorter than the applicable period and (b) the applicable Eurocurrency Screen Rate for
the shortest maturity for which a Eurocurrency Screen Rate is available that is 






    	 	 	 



    17 


    
longer than the applicable
period, in each case as of the time the  Interpolated  Screen Rate is
required to be determined in accordance with the other provisions hereof; provided that the Interpolated
Screen Rate shall in no event be less than zero.


“Issuing Lender”
shall mean any Lender designated as an Issuing Lender in an Issuing Lender Agreement executed by such Lender, ViacomCBS and the Administrative
Agent; provided, that the Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by any
of its Lender Affiliates (in which case the term “Issuing Lender” shall include such Lender Affiliate with respect
to Letters of Credit issued by such Lender Affiliate); provided further, with respect to any Designated Letter of Credit, the term
“Issuing Lender” shall include the Lender or Lender Affiliate of such Lender which issued such Designated Letter of
Credit.


“Issuing Lender Agreement”
shall mean an agreement, substantially in the form of Exhibit F, executed by a Lender, ViacomCBS and the Administrative Agent pursuant
to which such Lender agrees to become an Issuing Lender hereunder.


“Issuing Lender Fees”
shall mean, as to any Issuing Lender, the fees set forth in the applicable Issuing Lender Agreement.


“Joint Bookrunners”
shall mean JPMorgan Chase, Citibank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC.


“Joint Lead Arrangers”
shall mean JPMorgan Chase, Citibank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC.


“JPMorgan Chase”
shall have the meaning assigned to such term in the preamble to this Agreement.


“LC Disbursement”
shall mean any payment or disbursement made by an Issuing Lender under or pursuant to a Letter of Credit.


“LC Exposure”
shall mean, as to each Lender, such Lender’s Revolving Credit Percentage of the Aggregate LC Exposure.


“LC Fee” shall
have the meaning assigned to such term in Section 2.9(b).


“Lender Affiliate”
shall mean, (a) with respect to any Lender, (i) an affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust
or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in
the ordinary course of its business and is administered or managed by a Lender or an affiliate of such Lender and (b) with respect to
any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and
similar extensions of credit and is managed by the same investment advisor as such Lender or by an affiliate of such investment advisor.






    	 	 	 



    18 


    

“Lenders” shall
have the meaning assigned to such term in the preamble to this Agreement.


“Letters
of Credit” shall mean letters of credit or bank guarantees issued by an Issuing Lender for the account of ViacomCBS or
any Subsidiary Borrower pursuant to Section 2.7 (including any Designated Letters of Credit).


“LIBO
Interpolated Screen Rate” shall mean, with respect to any Term Benchmark Loan denominated in Dollars for
any Interest Period or the definition of the term “Alternate Base Rate”, a rate per annum which results from interpolating
on a linear basis between (a) the LIBO Screen Rate for the longest maturity for which a LIBO Screen
Rate is available that is shorter than the applicable period and (b) the LIBO Screen Rate for the shortest maturity for which a LIBO Screen Rate is available that is longer than the applicable period, in each case as of the time
the LIBO Screen Rate is required to be determined in accordance
with the other provisions hereof; provided that the LIBO Interpolated Screen Rate shall
in no event be less than zero.


“LIBO
Rate” shall mean, for any Term Benchmark Loan denominated in Dollars for any Interest Period, the LIBO
Screen Rate at approximately 11:00 a.m., London time, on the Quotation Day; provided that (a) if
no LIBO Screen Rate shall be available at such time for such Interest
Period but LIBO Screen Rates shall be available for maturities both
longer and shorter than such Interest Period, then the “LIBO Rate”
for such Interest Period shall be the LIBO Interpolated Screen Rate and (b) if the LIBO Rate,
determined as set forth above, shall be less than zero, such rate shall be deemed to be zero.


“LIBO
Screen Rate” shall mean, for any date and time, with respect to any Term Benchmark Loan denominated in Dollars for
any Interest Period, or with respect to any determination of the Alternate Base Rate pursuant to clause (c) of the definition thereof,
the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration
of such rate) for deposits in Dollars (for delivery on the first day
of such Interest Period) for a period equal in length to the applicable period as displayed on the Reuters screen page that displays
such rate (currently page LIBOR01 or LIBOR02) or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate
page of such other information service that publishes such rate from time to time as selected
by the Administrative Agent from time to time in its reasonable discretion.


“Lien” shall
mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), security
interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including,
without limitation, any conditional sale or other title retention agreement.


“LLC” shall
mean any limited liability company organized or formed under the laws of any state of the United States.


“LLC Division”
shall mean the statutory division of any LLC into two or more LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company
Act or any comparable provision of the limited liability company law of any other state of the United States.






    	 	 	 



    19 


    

“Loan” shall
mean any loan made by a Lender hereunder.


“Loan Documents”
shall mean this Agreement and the Administrative Agent Fee Letter.


“Losses”
shall have the meaning assigned to such term in Section 9.5(b).


“Margin”
shall mean, as to any EurocurrencyTerm
Benchmark Competitive Loan or RFR  Competitive Loan, the margin (expressed as a
percentage rate per annum in the form of a decimal rounded to no more than four places) to be added to or subtracted from the EurocurrencyRelevant Rate
in order to determine the interest rate applicable to such Loan, as specified in the Competitive Bid relating to such
Loan.


“Material Acquisition”
shall mean any acquisition of Property or series of related acquisitions of Property (including by way of merger) which (a) constitutes
assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock
of a Person and (b) involves the payment of consideration by ViacomCBS and its Subsidiaries (valued at the initial principal amount thereof
in the case of non-cash consideration consisting of notes or other debt securities and valued at fair market value in the case of other
non-cash consideration) in excess of $100,000,000.


“Material Adverse Effect”
shall mean (a) a material adverse effect on the Property, business, results of operations or financial condition of ViacomCBS and its
Subsidiaries taken as a whole or (b) a material impairment of the ability of ViacomCBS to perform any of its obligations under this Agreement,
excluding any effects which may result from non-cash charges arising from ASC 350, ASC 360 and/or ASC 718, as applicable, issued by the
Financial Accounting Standards Board.


“Material Disposition”
shall mean any Disposition of Property or series of related Dispositions of Property which yields gross proceeds to ViacomCBS or any of
its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities
and valued at fair market value in the case of other non-cash proceeds) in excess of $100,000,000.


“Material Subsidiary”
shall mean any “significant subsidiary” of ViacomCBS as defined in Regulation S-X of the SEC; provided, that each Subsidiary
Borrower shall in any event constitute a Material Subsidiary.


“Maturity
Date” shall mean (a) in the case of the Revolving Credit Loans and the ABR Swingline Loans, the Revolving Credit Maturity Date,
(b) in the case of the Quoted Swingline Loans, the date established as such by the relevant Swingline Borrower and the relevant Swingline
Lender prior to the making thereof (but in any event no later than the Revolving Credit Maturity Date) and (c) in the case of Competitive
Loans, the last day of the Interest Period applicable thereto, as specified in the related Competitive Bid Request.


“MNPI”
means material information concerning ViacomCBS and its Subsidiaries and their securities that has not been disseminated in a manner making
it available to investors






    	 	 	 



    20 


    
generally, within the meaning of Regulation FD under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended.


“Moody’s”
shall mean Moody’s Investors Service, Inc. or any successor thereto.


“Multi-Currency” shall mean Euros, Sterling
and Yen.


“Multi-Currency
Revolving Loans” shall mean each Eurocurrency Revolving
Credit Loan denominated in any Multi-Currency.


“Multi-Currency Sublimit”
shall mean with respect to (i) Euros, $500,000,000, (ii) Sterling, $500,000,000, and (iii) Yen, $300,000,000, as the sublimit may be decreased
from time to time in accordance with Section 2.13.


“Multiemployer Plan”
shall mean a multiemployer plan as defined in Section 3(37) of ERISA to which contributions have been made by ViacomCBS or any ERISA Affiliate
of ViacomCBS and which is covered by Title IV of ERISA.


“New Lender”
shall have the meaning assigned to such term in Section 2.13(e).


“New Lender Supplement” shall have the meaning assigned
to such term in Section 2.13(e).


“Non-Consenting Lender”
shall have the meaning assigned to such term in Section 2.21(b).


“Non-Extending Lender”
shall have the meaning assigned to such term in Section 2.26(a).


“Non-Financial Letter
of Credit” shall mean any Letter of Credit that is not a Financial Letter of Credit.


“Non-U.S. Person”
shall have the meaning assigned to such term in Section 2.20(f).


“NYFRB” shall
mean the Federal Reserve Bank of New York.


“NYFRB Rate”
shall mean, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such date and (b) the Overnight Bank Funding
Rate in effect on such date (or, if such day is not a Business Day, the immediately preceding Business Day); provided that if none
of such rates are published for any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal
funds transaction at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized
standing reasonably selected by it; provided further that if the NYFRB Rate, determined as set forth above, shall be less than
zero, such rate shall be deemed to be zero for all purposes of this Agreement.






    	 	 	 



    21 


    

“Other Taxes”
shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.


“Outstanding Revolving
Extensions of Credit” shall mean, as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount
of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s LC Exposure at such time and (c)
such Lender’s ABR Swingline Exposure at such time.


“Overnight Bank Funding
Rate” shall mean, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed
banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website
from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such
date as the NYFRB shall commence to publish such composite rate); provided that if the Overnight Bank Funding Rate, determined
as set forth above, shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.


“Participant Register”
shall have the meaning assigned to such term in Section 9.4(f).


“Patriot Act”
shall have the meaning assigned to such term in Section 9.18.


“PBGC” shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA, or any successor thereto.


“Person” shall
mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or other
entity, or any government or any agency or political subdivision thereof.


“Plan” shall
mean any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions
of Title IV of ERISA or Section 412 of the Code and which is maintained for employees of ViacomCBS or any ERISA Affiliate.


“Platform”
shall have the meaning assigned to such term in Section 9.20(b).


“Prime Rate”
shall have the meaning assigned to such term in the definition of “Alternate Base Rate”.


“Property”
shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible,
including, without limitation, Capital Stock.


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.






    	 	 	 



    22 


    

“Qualifying Acquisition”
shall mean any Material Acquisition or any other acquisition permitted hereunder that, on a pro forma basis, would result in an increase
in the Consolidated Total Leverage Ratio.


“Quotation
Day” shall mean (a) with respect to any
currency (other than Sterling) for any Interest Period,
the day two Business Days prior to the first day of such Interest Period and (b) with respect
to Sterling for any Interest Period, the first day of such Interest Period, in each case unless market practice differs for loans such
as the applicable Loans priced by reference to rates quoted in the London interbank market, in which case the Quotation Day for such currency
shall be determined by the Administrative Agent in accordance with market practice for such loans priced by reference to rates quoted
in the London interbank market (and if quotations would normally be given by leading banks for such loans priced by reference to rates
quoted in the London interbank market on more than one day, the Quotation Day shall be the last of those days).


“Quoted Swingline Loans”
shall have the meaning assigned to such term in Section 2.6(a).


“Quoted Swingline Rate”
shall have the meaning assigned to such term in Section 2.6(a).


“Rating Agencies”
shall mean S&P, Moody’s and Fitch.


“Register”
shall have the meaning assigned to such term in Section 9.4(d).


“Regulation D” shall mean Regulation D of the Board
as from time to time in effect and all official rulings and interpretations thereunder or thereof.


“Regulation U”
shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


“Relevant Rate”
shall mean (a) with respect to any Competitive Loan denominated in Dollars, the LIBO Rate, (b) with respect to any Competitive Loan denominated
in Euros, the EURIBOR Rate, (c) with respect to any Competitive Loan denominated in Yen, the TIBOR Rate, (d) with respect to any Competitive
Loan denominated in Sterling, Daily Simple RFR and (e) with respect to any Competitive Loan denominated in any other Foreign Currency,
the rate mutually agreed by the applicable Lender and the Borrower.


“Required Lenders”
shall mean, at any time, Lenders whose respective Total Facility Percentages aggregate more than 50%, subject to the provisions of Section
2.24 with respect to any Defaulting Lender.


“Responsible Officer”
of any corporation shall mean any executive officer or Financial Officer of such corporation and any other officer or similar official
thereof responsible for the administration of the obligations of such corporation in respect of this Agreement (or, in 






    	 	 	 



    23 


    
the case of matters
relating to ERISA, any officer responsible for the administration of the pension funds of such corporation).



“Reuters”
shall mean, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.


“Revolving Credit Borrowing
Request” shall mean a request made pursuant to Section 2.4 in the form of Exhibit B-4.


“Revolving
Credit Loans” shall mean the revolving loans made by the Lenders to any Borrower pursuant to Section 2.4. Each Revolving Credit
Loan shall be a EurocurrencyTerm Benchmark Loan,
a RFR Loan or an ABR Loan.


“Revolving Credit Maturity
Date” shall mean January 23, 2025, as such date may be extended pursuant to Section 2.26.


“Revolving Credit Percentage”
of any Lender at any time shall mean the percentage of the aggregate Commitments (or, following any termination of all the Commitments,
the Commitments most recently in effect) represented by such Lender’s Commitment (or, following any such termination, the Commitment
of such Lender most recently in effect); provided that, for the purposes of calculating the Revolving Credit Percentages only,
the term “Commitment” shall not include any commitment of a Lender to make ABR Swingline Loans or to issue Letters of Credit.


“RFR” shall
mean, for any RFR Loan denominated in Sterling, SONIA.


“RFR Administrator”
shall mean the SONIA Administrator.


“RFR Business Day”
shall mean, for any RFR Loan denominated in Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are
closed for general business in London.


“RFR Competitive Loan”
shall mean any Competitive Loan which is a RFR Loan.


“RFR Interest Day”
has the meaning specified in the definition of “Daily Simple
RFR”.


“RFR Loan”
shall mean any Loan bearing interest at a rate determined by reference to Daily Simple RFR.


“RFR Revolving Credit
Loan” shall mean any Revolving Credit Loan which is a RFR Loan. A RFR Revolving Credit Loan shall be a Multi-Currency Revolving
Loan.


“S&P” shall
mean Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, or any successor thereto.






    	 	 	 



    24 


    

“Sanctioned Person”
shall mean for any period during the term of this Agreement, any Person named and existing during such period on (a) OFAC’s List
of Specially Designated Nationals and Blocked Persons or any entity that is 50% or more owned by such Person or Persons, (b) the Sanctioned
Entities List maintained by the U.S. Department of State, or (c) any similar list maintained by any applicable European Union, United
Nations or United Kingdom sanctions authority.


“Sanctions”
shall mean economic sanctions imposed, administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the
Treasury (“OFAC”) or similar economic sanctions imposed, administered or enforced by (i) the U.S. Department of State
pursuant to the International Emergency Economic Powers Act, Trading with the Enemy Act, United Nations Participation Act, Foreign Narcotics
Kingpin Designation Act, Comprehensive Iran Sanctions, Accountability, and Divestment Act, Iran Threat Reduction and Syria Human Rights
Act and related executive orders and regulations, (ii) the United Nations Security Council, (iii) the European Union or (iv) Her Majesty’s
Treasury of the United Kingdom.


“SEC” shall
mean the Securities and Exchange Commission.


“SPC” shall have the meaning specified in Section 9.4(i).


“SONIA”
shall mean, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published
by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.


“SONIA Administrator”
shall mean the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


“SONIA Administrator’s
Website” shall mean the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source
for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


“Specified Currency Availability”
shall mean the Multi-Currency Sublimit with respect to the relevant Multi-Currency less the Dollar equivalent of the aggregate principal
amount of all Multi-Currency Revolving Loans denominated in such Multi-Currency outstanding on the date of borrowing.


“Spot Rate”
shall mean, at any date, the Administrative Agent’s or applicable Lender’s, as the case may be (or, for purposes of determinations
in respect of the Aggregate LC Exposure related to Letters of Credit issued in a Foreign Currency, the Issuing Lender’s or Issuing
Lenders’, as the case may be), spot buying rate for the relevant Foreign Currency against Dollars as of approximately 11:00 a.m.
(London time) on such date for settlement on the second Business Day.






    	 	 	 



    25 


    

“Sterling”
or “£” shall mean British Pounds Sterling, the lawful currency of the United Kingdom on the Effective Date.


“Subsidiary”
shall mean, for any Person (the “Parent”), any corporation, partnership or other entity of which shares of Voting Capital
Stock sufficient to elect a majority of the board of directors or other Persons performing similar functions of such corporation, partnership
or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such
corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) are at the
time directly or indirectly owned or controlled by the Parent or one or more of its Subsidiaries or by the Parent and one or more of its
Subsidiaries. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement
shall refer to a Subsidiary or Subsidiaries of ViacomCBS.


“Subsidiary Borrower”
shall mean any Subsidiary of ViacomCBS (a) which is designated as a Subsidiary Borrower by ViacomCBS in accordance with Section 2.25,
(b) which has delivered to the Administrative Agent a Subsidiary Borrower Request and (c) whose designation as a Subsidiary Borrower has
not been terminated pursuant to Section 9.17.


“Subsidiary
Borrower Designation” shall mean a designation, substantially in the form of Exhibit B-7, which may be delivered by ViacomCBS
and approved by ViacomCBS and shall be accompanied by a Subsidiary Borrower Request.


“Subsidiary Borrower
Obligations” shall mean, with respect to each Subsidiary Borrower, the unpaid principal of and interest on the Loans made to
such Subsidiary Borrower (including, without limitation, interest accruing after the maturity of the Loans made to such Subsidiary Borrower
and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to such Subsidiary Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)
and all other obligations and liabilities of such Subsidiary Borrower to the Administrative Agent or to any Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement.


“Subsidiary Borrower
Request” shall mean a request, substantially in the form of Exhibit B-8, which is received by the Administrative Agent in connection
with a Subsidiary Borrower Designation.


“Swingline Borrower”
shall mean ViacomCBS and any Subsidiary Borrower designated as a “Swingline Borrower” by ViacomCBS in a written notice to
the Administrative Agent; provided, that, unless otherwise agreed by the Administrative Agent, no more than one Subsidiary Borrower
may be a Swingline Borrower at any one time. Only a Subsidiary Borrower which is a U.S. Person may be a Swingline Borrower.


“Swingline Commitment”
shall mean, (i) with respect to any Swingline Lender, the Commitment of such Lender to make ABR Swingline Loans pursuant to Section 2.6,
as designated in accordance with Section 2.6(g) and as set forth on Schedule 1.1 or in the agreement






    	 	 	 



    26 


    
pursuant to which such Lender is designated
as, and agrees to become, a Swingline Lender, and (ii) in the aggregate, $300,000,000.


“Swingline
Lender” shall mean (i) JPMorgan Chase and (ii) any other Lender designated from time to time by ViacomCBS, and approved by such
Lender, as a “Swingline Lender” pursuant to Section 2.6(g).


“Swingline
Loans” shall mean the collective reference to the ABR Swingline Loans and the Quoted Swingline Loans.


“Swingline Percentage”
of any Swingline Lender at any time shall mean the percentage of the aggregate Swingline Commitments represented by such Swingline Lender’s
Swingline Commitment.


“Syndication Agents”
shall have the meaning assigned to such term in the preamble hereto.


“TARGET2”
shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


“TARGET Day”
shall mean any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined
by the Administrative Agent, after consultation with the Borrower, to be a suitable replacement) is open for the settlement of payments
in Euro.


“Taxes” shall
have the meaning assigned to such term in Section 2.20(a).


“Term Benchmark Competitive
Loan” shall mean any Competitive Loan which is a Term Benchmark Loan.


“Term Benchmark Loan”
shall mean any Loan bearing interest at a rate determined by reference to the LIBO Rate, the EURIBOR Rate or the TIBOR Rate.


Term
Benchmark Revolving Credit Loan” shall mean any Revolving Credit Loan which is a Term Benchmark Loan.
Subject to the limitations contained herein, a Term Benchmark Revolving Credit Loan may be a Multi-Currency
Revolving Loan.


“Term
Benchmark Tranche” shall mean the
collective reference to Term Benchmark Loans denominated in
the same currency made by the Lenders, the then current Interest Periods with respect to all of which begin on the same date and end on
the same later date (whether or not such Term Benchmark Loans
shall originally have been made on the same day).


“Test Period”
shall have the meaning assigned to such term in Section 1.2(c).


“TIBOR Interpolated
Rate” shall mean, at any time, with respect to any Term Benchmark Loan denominated in Yen and for any Interest Period, the rate
per annum 






    	 	 	 



    27 


    
(rounded to the same number of decimal places as the TIBOR Screen Rate) which results from interpolating on a linear basis between:
(a) the TIBOR Screen Rate for the longest period (for which the TIBOR Screen Rate is available for Yen) that is shorter than the Impacted
TIBOR Rate Interest Period; and (b) the TIBOR Screen Rate for the shortest period (for which the TIBOR Screen Rate is available for Yen)
that exceeds the Impacted TIBOR Rate Interest Period, in each case, at such time; provided that, if any TIBOR Interpolated Rate shall
be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


“TIBOR Rate”
shall mean, with respect to any Term Benchmark Loan denominated in Yen and for any Interest Period, the TIBOR Screen Rate at approximately
11:00 a.m., Japan time, two Business Days prior to the commencement of such Interest Period; provided that, if the TIBOR Screen Rate shall
not be available at such time for such Interest Period (an “Impacted TIBOR Rate Interest Period”) with respect to Yen
then the TIBOR Rate shall be the TIBOR Interpolated Rate.


“TIBOR Screen Rate”
shall mean the Tokyo interbank offered rate administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other person which
takes over the administration of that rate) for the relevant currency and period displayed on page DTIBOR01 of the Reuters screen (or,
in the event such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays
such rate, or on the appropriate page of such other information service that publishes such rate as selected by the Administrative Agent
after consultation with the Borrower) as of 11:00 a.m. Japan time two Business Days prior to the commencement of such Interest Period.
If the TIBOR Screen Rate shall be less than 0.00%, the TIBOR Screen Rate shall be deemed to be 0.00% for purposes of this Agreement.


“Total Commitment”
shall mean at any time the aggregate amount of the Commitments in effect at such time.


“Total Facility Exposure”
shall mean at any time the aggregate amount of the Facility Exposures at such time.


“Total Facility Percentage”
shall mean, as to any Lender at any time, the quotient (expressed as a percentage) of (a) such Lender’s Commitment (or (x) for the
purposes of acceleration of the Loans pursuant to clause (II) of Article VI or (y) if the Commitments have terminated, such Lender’s
Facility Exposure) and (b) the aggregate of all Lenders’ Commitments (or (x) for the purposes of acceleration of the Loans pursuant
to clause (II) of Article VI or (y) if the Commitments have terminated, the Total Facility Exposure).


“Total Multi-Currency
Sublimit” shall mean $1,000,000,000, as such sublimit may be decreased from time to time in accordance with Section 2.13.


“Total Specified Currency
Availability” shall mean with respect to Multi-Currency Revolving Loans, $1,000,000,000 (as decreased from time to time pursuant
to Section 2.13) less the Dollar equivalent of the aggregate principal amount of all Multi-Currency Revolving Loans then outstanding.






    	 	 	 



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“Transferee”
shall mean any assignee or participant described in Section 9.4(b) or (f).


“Type”
when used in respect of any Loan, shall refer to the Rate by reference to which interest on such Loan is determined. For purposes hereof,
“Rate” shall mean the EurocurrencyLIBO
Rate, the EURIBOR Rate or the TIBOR Rate, the Alternate Base Rate, a
RFR Rate, the Quoted Swingline Rate and the rate paid on Absolute Rate Loans.


“Unrefunded Swingline
Loans” shall have the meaning assigned to such term in Section 2.6(d).


“U.S.” or “United
States” means the United States of America, its fifty states and the District of Columbia.


“U.S. Person”
shall mean a citizen, national or resident of the United States of America, or an entity organized in or under the laws of the United
States of America.


“Viacom” shall
have the meaning assigned to such term in the preamble to this Agreement.


“ViacomCBS”
shall have the meaning assigned to such term in the preamble to this Agreement.


“Voting Capital Stock”
shall mean securities or other ownership interests of a corporation, partnership or other entity having by the terms thereof ordinary
voting power to vote in the election of the board of directors or other Persons performing similar functions of such corporation, partnership
or other entity (without regard to the occurrence of any contingency).


“Wholly Owned Subsidiary”
shall mean any Subsidiary of which all shares of Voting Capital Stock (other than, in the case of a corporation, directors’ qualifying
shares) are owned directly or indirectly by the Parent (as defined in the definition of “Subsidiary”).


“Write-Down and Conversion
Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule.


“Yen” or “¥”
shall mean the lawful currency of Japan.


Section 1.2. Terms Generally.
(a) The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall, except where the context otherwise requires, be deemed to be followed
by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require.






    	 	 	 



    29 


    

(b) Except
as otherwise expressly provided herein, all terms of an accounting nature shall be construed in accordance with GAAP in effect from time
to time. The parties hereto agree, however, that in the event that any change in accounting principles from those used in the preparation
of ViacomCBS’s financial statements referred to in Section 3.2 is, after the Effective Date, occasioned by the promulgation of rules,
regulations, pronouncements, opinions and statements by or required by the Financial Accounting Standards Board or Accounting Principles
Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and such change
materially affects the calculation of any component of the Financial Covenant or any standard or term contained in this Agreement, the
Administrative Agent and ViacomCBS shall negotiate in good faith to amend such Financial Covenant, standards or terms found in this Agreement
(other than in respect of financial statements to be delivered hereunder) so that, upon adoption of such changes, the criteria for evaluation
of ViacomCBS’s and its Subsidiaries’ financial condition shall be the same after such change as if such change had not been
made; provided, however, that (i) any such amendments shall not become effective for purposes of this Agreement unless approved
by the Required Lenders and (ii) if ViacomCBS and the Required Lenders cannot agree on such an amendment, then the calculations under
such Financial Covenant, standards or terms shall continue to be computed without giving effect to such change in accounting principles.
Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and
all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under ASC 825, The
Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards
Codification) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined
therein, (ii) any net change in the carrying value of Indebtedness relating to fair value hedges in accordance with ASC 815 and (iii)
any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accountings Standards Board Accounting Standards
Update No. 2016-02, Leases (Topic 842).


(c) For
the purposes of calculating Consolidated EBITDA for any period (a “Test Period”), (i) if during such Test Period ViacomCBS
or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the Property which is the subject of such Material Disposition for such
Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Test Period; (ii) if
during such Test Period ViacomCBS or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Test Period shall
be calculated after giving pro forma effect thereto (including to give effect to any adjustments to Consolidated EBITDA as set
forth in the definition thereto as a result of the incurrence or assumption of any Indebtedness in connection therewith) as if such Material
Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during
such Test Period any Person that subsequently became a Subsidiary or was merged with or into ViacomCBS or any Subsidiary since the beginning
of such Test Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant
to clause (i) or (ii) above if made by ViacomCBS or a Subsidiary during such Test Period, Consolidated EBITDA for such Test Period shall
be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period. For the
purposes of this paragraph, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition, the amount
of income or






    	 	 	 



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earnings relating thereto, the pro forma calculations shall be determined in good faith by a Financial Officer of
ViacomCBS. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma
effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Test
Period had been the applicable rate for the entire relevant Test Period (taking into account
any interest rate protection agreement applicable to such Indebtedness if such interest rate protection agreement has a remaining term
in excess of 12 months).


(d) For
the purposes of the Financial Covenant, (i) the Discontinued Operations shall be disregarded and (ii) the businesses classified as Discontinued
Operations shall be limited to those businesses treated as such in the financial statements of ViacomCBS referred to in the definition
of “Discontinued Operations” and the accounting treatment of Discontinued Operations shall be consistent with the accounting
treatment thereof in such financial statements.


Section 1.3. Currency Equivalents.
For purposes of determining the Facility Exposures and the Outstanding Revolving Extensions of Credit, amounts of Loans and Letters of
Credit denominated in currencies other than Dollars will be converted to Dollar amounts as provided in Section 2.22.


ARTICLE II


THE CREDITS


Section 2.1. Commitments.
Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally
and not jointly, to make Revolving Credit Loans to ViacomCBS or any Subsidiary Borrower, at any time and from time to time on and after
the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the
termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s
Commitment. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving
Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. Notwithstanding any other provision contained
in this Agreement, no extension of credit shall be required to be made by any Lender hereunder to any Subsidiary Borrower organized in
a non-US jurisdiction if it would be unlawful for any such Lender to extend such credit to such Subsidiary Borrower. Each Lender agrees
to promptly notify the Administrative Agent and ViacomCBS upon becoming aware that the making of an extension of credit to any such Subsidiary
Borrower would be unlawful.


Section 2.2. Revolving
Credit Loans; Competitive Loans. (a) Each Revolving Credit Loan shall be made to the relevant Borrower by the Lenders ratably in accordance
with their respective Commitments, in accordance with the procedures set forth in Section 2.4. Each Competitive Loan shall be made to
the relevant Borrower by the Lender whose Competitive Bid therefor is accepted, and in the amount so accepted, in accordance with the
procedures set forth in Section 2.3. The Revolving Credit Loans or Competitive Loans shall be made in amounts equal to (i) in the case
of Competitive Loans, $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) in the case of EurocurrencyTerm
Benchmark Revolving Credit Loans






    	 	 	 



    31 


    
and RFR Revolving Credit Loans, the applicable Eurocurrency
Borrowing Minimum or an integral multiple of the applicable Eurocurrency
Borrowing Multiple in excess thereof and (iii) in the case of ABR Revolving Credit Loans, $5,000,000 or an
integral multiple of $1,000,000 in excess thereof (or (A) in the case of Revolving Credit Loans, an aggregate principal amount equal to
the remaining balance of the available Total Commitment or, if less, (B) with respect to Multi-Currency Revolving Loans, the lesser of
(1) the Specified Currency Availability with respect to such currency and (2) the Total Specified Currency Availability).



(b) Each Lender shall make each
Loan (other than a Swingline Loan, as to which this Section 2.2 shall not apply, and a Multi-Currency Revolving Loan) to be made by it
on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later
than 12:00 noon, New York City time (or, in connection with an ABR Loan to be made on the same day on which a notice is submitted, 12:30
p.m., New York City time) and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general
deposit account of the relevant Borrower with the Administrative Agent. Each Lender shall make each Multi-Currency Revolving Loan to be
made by it on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent at its offices at
JPMorgan Chase Bank, N.A., 500 Stanton Christiana Rd, NCC5, Newark, DE, 19713-2107, Floor 01, not later than in the case of any Multi-Currency
Revolving Loan denominated in Euros, Sterling or Yen, 12:00 noon, New York City time, and the Administrative Agent shall by 3:00 p.m.,
New York City time, credit the amounts so received to the general deposit account of the relevant Borrower with the Administrative Agent.


Section 2.3. Competitive
Bid Procedure. (a) In order to request Competitive Bids, the relevant Borrower shall hand deliver, facsimile or electronically mail
to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit B-1, to be received by the Administrative
Agent (i) in the case of a EurocurrencyTerm Benchmark
Competitive Loan in Dollars, not later than 10:00 a.m., New York City time, four Business Days before a proposed
Competitive Loan, (ii) in the case of a EurocurrencyTerm
Benchmark Competitive Loan or RFR Competitive Loan in a Foreign Currency, not later than 10:00
a.m., New York City time, five Business Days before a proposed Competitive Loan, (iii) in the case of an Absolute Rate Loan in Dollars,
not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Loan and (iv) in the case of an Absolute
Rate Loan in a Foreign Currency, not later than 10:00 a.m., New York City time, three Business Day before a proposed Competitive Loan.
A Competitive Bid Request (A) that does not conform substantially to the format of Exhibit B-1 may be rejected in the Administrative Agent’s
discretion (exercised in good faith), and (B) for a Competitive Loan denominated in a Foreign Currency will be rejected by the Administrative
Agent if, after giving effect thereto, the Dollar equivalent of the aggregate face amount of all Competitive Loans denominated in Foreign
Currencies then outstanding would exceed $150,000,000, as determined by the Administrative Agent, and, in each case, the Administrative
Agent shall promptly notify the relevant Borrower of such rejection by telephone, confirmed by facsimile or electronic mail. Such request
shall in each case refer to this Agreement and specify (w) whether the Competitive Loan then being requested is to be a EurocurrencyTerm
Benchmark Competitive Loan, a RFR Competitive Loan or an Absolute Rate Loan, (x) the currency,
(y) the date of such Loan (which shall be a Business Day) and the aggregate principal amount thereof which shall be in an aggregate amount
that is (i) in the case of Competitive Loan denominated in Dollars, not less than $5,000,000, (ii) in the case of






    	 	 	 



    32 


    
Competitive Loan denominated
in Multi-Currency, not less than the applicable Eurocurrency Borrowing
Minimum and (iii) in the case of any Competitive Loan, an integral multiple of the applicable Eurocurrency
Borrowing Multiple and (z) if applicable, the
Interest Period with respect thereto (which may not end after the Revolving Credit Maturity Date). Promptly after its receipt of a Competitive
Bid Request that is not rejected as aforesaid (and in any event by 5:00 p.m., New York City time, on the date of such receipt if such
receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by facsimile or electronic
mail (in the form set forth in Exhibit B-2) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans
pursuant to such Competitive Bid Request.


(b) Each
Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower responsive to a Competitive Bid Request.
Each Competitive Bid must be received by the Administrative Agent by facsimile or electronic mail, in the form of Exhibit B-3, (i) in
the case of a EurocurrencyTerm Benchmark
Competitive Loan in Dollars, not later than 9:30 a.m., New York City time, three Business Days before a proposed
Competitive Loan, (ii) in the case of a EurocurrencyTerm
Benchmark Competitive Loan or RFR Competitive Loan in a Foreign Currency, not later than 9:30
a.m., New York City time, four Business Days before a proposed Competitive Loan (or, in the case
of an RFR Competitive Loan denominated in Sterling, five Business Days before such proposed Competitive Loan),
(iii) in the case of an Absolute Rate Loan in Dollars, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive
Loan, and (iv) in the case of an Absolute Rate Loan in a Foreign Currency, not later than 9:30 a.m., New York City time, two Business
Days before a proposed Competitive Loan. Multiple Competitive Bids will be accepted by the Administrative Agent. Competitive Bids that
do not conform substantially to the format of Exhibit B-3 may be rejected by the Administrative Agent after conferring with, and upon
the instruction of, the relevant Borrower, and the Administrative Agent shall notify the Lender making such nonconforming Competitive
Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount
in the relevant currency (which shall be in a minimum principal amount of the equivalent of $5,000,000 and, in the case of a Competitive
Bid for a Competitive Loan in Dollars, in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive
Loan requested by the relevant Borrower) of the Competitive Loan or Loans that the applicable Lender is willing to make to the relevant
Borrower, (y) the Competitive Bid Rate or Rates at which such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest
Period and the last day thereof. A Competitive Bid submitted pursuant to this paragraph (b) shall be irrevocable (subject to the satisfaction
of the conditions to borrowing set forth in Article IV).


(c) The
Administrative Agent shall promptly (and in any event by 10:15 a.m., New York City time, on the date on which such Competitive Bids shall
have been made) notify the relevant Borrower by facsimile or electronic mail of all the Competitive Bids made, the Competitive Bid Rate
and the principal amount in the relevant currency of each Competitive Loan in respect of which a Competitive Bid was made and the identity
of the Lender that made each Competitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the relevant Borrower
for its records as soon as practicable after completion of the bidding process set forth in this Section 2.3.






    	 	 	 



    33 


    

(d) The
relevant Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any
Competitive Bid referred to in paragraph (c) above. The relevant Borrower shall notify the
Administrative Agent by telephone, confirmed by facsimile or electronic mail in such form as may be agreed upon by such Borrower and the
Administrative Agent, whether and to what extent it has decided to accept or reject any of or all the Competitive Bids referred to in
paragraph (c) above, (i) in the case of a EurocurrencyTerm
Benchmark Competitive Loan in Dollars, not later than 11:00 a.m., New York City time, three
Business Days before a proposed Competitive Loan, (ii) in the case of a EurocurrencyTerm
Benchmark Competitive Loan or RFR Competitive Loan in a Foreign Currency, not later than 11:00
a.m., New York City time, four Business Days before a proposed Competitive Loan (or, in the case
of an RFR Competitive Loan denominated in Sterling, five Business Days before such proposed Competitive Loan),
(iii) in the case of an Absolute Rate Loan in Dollars, not later than 11:00 a.m., New York City time, on the day of a proposed Competitive
Loan, and (iv) in the case of an Absolute Rate Loan in a Foreign Currency, not later than 11:00 a.m., New York City time, on the Business
Day before a proposed Competitive Loan; provided, however, that (A) the failure by such Borrower to give such notice shall
be deemed to be a rejection of all the Competitive Bids referred to in paragraph (c) above, (B) such Borrower shall not accept a Competitive
Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C)
the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive
Bid Request (but may be less than that requested), (D) if such Borrower shall accept a Competitive Bid or Competitive Bids made at a particular
Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be
accepted by it to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such Competitive
Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive
Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (E)
except pursuant to clause (D) above no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum
principal amount of the equivalent of $5,000,000 and, in the case of a Competitive Bid for a Competitive Loan in Dollars, an integral
multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than the equivalent
of $5,000,000 because of the provisions of clause (D) above, such Competitive Loan may be for a minimum of, in the case of a Competitive
Bid for a Competitive Loan in Dollars, $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation
of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (D) above the amounts
shall be rounded to integral multiples of the equivalent of $1,000,000 (or, in the case of a Competitive Bid for a Competitive Loan in
a Foreign Currency, a multiple selected by the Administrative Agent) in a manner which shall be in the discretion of such Borrower. A
notice given by any Borrower pursuant to this paragraph (d) shall be irrevocable.


(e) The
Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what
amount and at what Competitive Bid Rate) by facsimile or electronic mail sent by the Administrative Agent, and each successful 






    	 	 	 



    34 


    
bidder
will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive
Bid has been accepted.



(f) On
the date the Competitive Loan is to be made, each Lender participating therein shall (i) if such Competitive Loan is to be made in Dollars,
make available its share of such Competitive Loan in Dollars not later than 2:00 p.m. New York City time, in immediately available funds,
in New York to the Administrative Agent as notified by the Administrative Agent by two Business Days’ notice and (ii) if such Competitive
Loan is to be made in a Foreign Currency, make available its share of such Competitive Loan in such Foreign Currency not later than 2:00
p.m. New York City time, in immediately available funds, in New York to the Administrative Agent as notified by the Administrative Agent
by one Business Day’s notice.


(g) If
the Lender which is the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such
Competitive Bid directly to the relevant Borrower at least one quarter of an hour earlier than the latest time at which the other Lenders
are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) above.


(h) All
notices required by this Section 2.3 shall be given in accordance with Section 9.1.


(i) No
Borrower shall have the right to prepay any Competitive Loan without the consent of the Lender or Lenders making such Competitive Loan.


Section 2.4. Revolving
Credit Borrowing Procedure. In order to request a Revolving Credit Loan, the relevant Borrower shall hand deliver, facsimile or electronically
mail to the Administrative Agent a Revolving Credit Borrowing Request in the form of Exhibit B-4 (a)
in the case of a EurocurrencyTerm Benchmark
Revolving Credit Loan denominated in Dollars, not later than 11:00 a.m., New York City time, three Business
Days before a proposed borrowing, (b) in the case of a Multi-Currency Revolving Loan, 8:00 a.m., New York City time, three Business Days
before a proposed borrowing (or, in the case of a Multi-Currency Revolving Loan denominated in
Sterling, five Business Days) and (c) in the case of an ABR Revolving Credit Loan, not later
than 11:00 a.m., New York City time, on the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case specify
(i) whether the Revolving Credit Loan then being requested is to be a EurocurrencyTerm
Benchmark Revolving Credit Loan, a RFR Revolving Credit Loan or an ABR Revolving Credit Loan,
(ii) the date of such Revolving Credit Loan (which shall be a Business Day) and the amount thereof; (iii)
in the case of a EurocurrencyTerm Benchmark
Revolving Credit Loan, the Interest Period with respect thereto; and (iv) in the case of a Multi-Currency
Revolving Loan, the currency in which such Loan shall be denominated. The Administrative Agent shall promptly advise the Lenders of any
notice given pursuant to this Section 2.4 and of each Lender’s portion of the requested Loan.


Section 2.5. Repayment of Loans.
Each Borrower shall repay all outstanding Revolving Credit Loans and ABR Swingline Loans made to it, in each case on the Revolving Credit
Maturity Date (or such earlier date on which the Commitments shall terminate in accordance herewith). Each Borrower shall repay Quoted
Swingline Loans and Competitive 






    	 	 	 



    35 


    
Loans made to it, in each case on the Maturity Date applicable thereto. Each Loan shall bear interest
from and including the date thereof on the outstanding principal balance thereof as set forth in Section 2.10. For the avoidance of doubt,
subject to Article VIII, each Borrower’s obligations hereunder are and shall be the several obligations of such Borrower, and shall
not be the joint and several obligations of the Borrowers.



Section 2.6. Swingline Loans.
(a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Swingline Lender
agrees, severally and not jointly, at any time and from time to time on and after the Effective Date and until the earlier of the Business
Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender,
(i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) in Dollars on the basis
of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in
its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion
and (ii) to make Swingline Loans (“ABR Swingline Loans”) in Dollars to any Swingline Borrower bearing interest at a
rate equal to the Alternate Base Rate plus the Applicable Margin in an aggregate principal amount (in the case of this clause (ii)) not
to exceed such Swingline Lender’s Swingline Commitment; provided, that after giving effect to each Swingline Loan, (A) the
Total Facility Exposure shall not exceed the Total Commitment then in effect and (B) the Outstanding Revolving Extensions of Credit of
any Lender shall not exceed such Lender’s Commitment unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise
consent. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate
outstanding principal amount of the ABR Swingline Loans of such Swingline Lender, may exceed such Swingline Lender’s Swingline Commitment;
provided, that in no event shall the aggregate outstanding principal amount of the Swingline Loans exceed the aggregate Swingline
Commitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline
Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages.
The Swingline Loans shall be made in a minimum aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof (or an aggregate principal amount equal to the remaining balance of the available Swingline Commitments). Each Swingline Lender
shall make the portion of each Swingline Loan to be made by it available to any Swingline Borrower by means of a credit to the general
deposit account of such Swingline Borrower with the Administrative Agent or a wire transfer, at the expense of such Swingline Borrower,
to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline
Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay
and reborrow Swingline Loans on or after the Effective Date and prior to the Revolving Credit Maturity Date (or such earlier date on which
the Commitments shall terminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein.


(b) The
relevant Swingline Borrower shall give the Administrative Agent telephonic, written, facsimile or electronic mail notice substantially
in the form of Exhibit B-5 (in the case of telephonic notice, such notice shall be promptly confirmed in writing or by facsimile or electronic
mail) no later than 2:30 p.m., New York City time (or, in the case of a





    	 	 	 



    36 


    

proposed Quoted Swingline Loan, 12:00 noon, New York City time),
on the day of a proposed Swingline Loan. Such notice shall be delivered on a Business Day, shall be irrevocable (subject, in the case
of Quoted Swingline Loans, to receipt by the relevant Swingline Borrower of Quoted Swingline Rates acceptable to it) and shall refer to
this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Administrative
Agent shall promptly advise the Swingline Lenders of any notice received from any Swingline Borrower pursuant to this paragraph (b). In
the event that a Swingline Borrower accepts a Quoted Swingline Rate in respect of a proposed Quoted Swingline Loan, it shall notify the
Administrative Agent (which shall in turn notify the relevant Swingline Lender) of such acceptance no later than 2:30 p.m., New York City
time, on the relevant borrowing date.


(c) In
the event that any ABR Swingline Loan shall be outstanding for more than five Business Days, the Administrative Agent shall, on behalf
of the relevant Swingline Borrower (which hereby irrevocably directs and authorizes the Administrative Agent to act on its behalf), request
each Lender, including the Swingline Lenders, to make an ABR Revolving Credit Loan in an amount equal to such Lender’s Revolving
Credit Percentage of the principal amount of such ABR Swingline Loan. Unless an event described in Article VI, paragraph (f) or (g), has
occurred and is continuing, each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for
the account of the Swingline Lenders at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately
available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately
applied to repay the ABR Swingline Loans.


(d) A
Swingline Lender that has made an ABR Swingline Loan to a Borrower may at any time and for any reason, so long as Revolving Credit Loans
have not been made pursuant to Section 2.6(c) to repay such ABR Swingline Loan as required by said Section, by written notice given to
the Administrative Agent not later than 12:00 noon New York City time on any Business Day, require the Lenders to acquire participations
on such Business Day in all or a portion of such unrefunded ABR Swingline Loans (the “Unrefunded Swingline Loans”),
and each Lender severally, unconditionally and irrevocably agrees that it shall purchase an undivided participating interest in such ABR
Swingline Loan in an amount equal to the amount of the Revolving Credit Loan which otherwise would have been made by such Lender pursuant
to Section 2.6(c), which purchase shall be funded by the time such Revolving Credit Loan would have been required to be made pursuant
to Section 2.6(c). In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph
(d), each Lender shall immediately transfer to the Administrative Agent, for the account of such Swingline Lender, in immediately available
funds, the amount of its participation. Any Lender holding a participation in an Unrefunded Swingline Loan may exercise any and all rights
of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the relevant Swingline Borrower to such Lender
by reason thereof as fully as if such Lender had made a Loan directly to such Swingline Borrower in the amount of such participation.


(e) Whenever, at any
time after any Swingline Lender has received from any Lender such Lender’s participating interest in an ABR Swingline Loan, such
Swingline Lender receives any payment on account thereof, such Swingline Lender will promptly distribute to such Lender its participating
interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s
participating interest was 





    	 	 	 



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outstanding and funded); provided, however, that in the event that such payment received by
such Swingline Lender is required to be returned, such Lender will return to such Swingline Lender any portion thereof previously distributed
by such Swingline Lender to it.


(f) Notwithstanding
anything to the contrary in this Agreement, each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.6(c)
and to purchase and fund participating interests pursuant to Section 2.6(d) shall be absolute and unconditional and shall not be affected
by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender
or any Swingline Borrower may have against any Swingline Lender, any Swingline Borrower or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or an Event of Default (other than an Event of Default described in Article VI, paragraph
(f) or (g), in the case of each Lender’s obligation to make Revolving Credit Loans pursuant to Section 2.6(c)) or the failure to
satisfy any of the conditions specified in Article IV; (iii) any adverse change in the condition (financial or otherwise) of ViacomCBS
or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any Lender; or (v) any other circumstance, happening
or event whatsoever, whether or not similar to any of the foregoing.


(g) Upon
written, facsimile or electronic mail notice to the Swingline Lenders and to the Administrative Agent, ViacomCBS may at any time terminate,
from time to time in part reduce, or from time to time (with the approval of the relevant Swingline Lender) increase, the Swingline Commitment
of any Swingline Lender. At any time when there shall be fewer than ten Swingline Lenders, ViacomCBS may appoint from among the Lenders
a new Swingline Lender, subject to the prior consent of such new Swingline Lender and prior notice to the Administrative Agent, so long
as at no time shall there be more than ten Swingline Lenders. Notwithstanding anything to the contrary in this Agreement, (i) if any ABR
Swingline Loans shall be outstanding at the time of any termination, reduction, increase or appointment pursuant to the preceding two
sentences, the Swingline Borrowers shall on the date thereof prepay or borrow ABR Swingline Loans to the extent necessary to ensure that
at all times the outstanding ABR Swingline Loans held by the Swingline Lenders shall be pro rata according to the respective Swingline
Commitments of the Swingline Lenders and (ii) in no event may the aggregate Swingline Commitments exceed $300,000,000. On the date of
any termination or reduction of the Swingline Commitments pursuant to this paragraph (g), the Swingline Borrowers shall pay or prepay
so much of the Swingline Loans as shall be necessary in order that, after giving effect to such termination or reduction, (i) the aggregate
outstanding principal amount of the ABR Swingline Loans of any Swingline Lender will not exceed the Swingline Commitment of such Swingline
Lender and (ii) the aggregate outstanding principal amount of all Swingline Loans will not exceed the aggregate Swingline Commitments.


(h) Each
Swingline Borrower may prepay any Swingline Loan in whole or in part at any time without premium or penalty; provided, that such
Swingline Borrower shall have given the Administrative Agent written, facsimile or electronic mail notice (or telephone notice promptly
confirmed in writing or by facsimile or electronic mail) of such prepayment not later than 10:30 a.m., New York City time, on the Business
Day designated by such Swingline Borrower for such prepayment; and provided further, that each partial payment shall be in an amount
that is an integral multiple of $1,000,000. Each notice of prepayment under this paragraph (h) shall specify the prepayment date and the
principal amount of each Swingline Loan 





    	 	 	 



    38 


    

(or portion thereof) to be prepaid, shall be irrevocable and shall commit such Swingline Borrower
to prepay such Swingline Loan (or portion thereof) in the amount stated therein on the date stated therein. All prepayments under this
paragraph (h) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. Each payment of principal
of or interest on ABR Swingline Loans shall be allocated, as between the Swingline Lenders, pro rata in accordance with their respective
Swingline Percentages.


Section 2.7. Letters of Credit.
(a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Issuing Lender
agrees, at any time and from time to time on or after the Effective Date until the earlier of (i) the fifth Business Day preceding the
Revolving Credit Maturity Date and (ii) the termination of the Commitments in accordance with the terms hereof, to issue and deliver or
to extend the expiry of Letters of Credit for the account of any Borrower in an aggregate outstanding undrawn amount which does not exceed
the maximum amount specified in the applicable Issuing Lender Agreement; provided, that (A) in no event shall the Aggregate LC
Exposure exceed $750,000,000 at any time and (B) after giving effect to each issuance of a Letter of Credit, (1) the Total Facility Exposure
shall not exceed the Total Commitment then in effect and (2) the Outstanding Revolving Extensions of Credit of any Lender shall not exceed
such Lender’s Commitment unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise consent. Each Letter of
Credit (i) shall be in a form approved in writing by the applicable Borrower and the applicable Issuing Lender and (ii) shall permit drawings
upon the presentation of such documents as shall be specified by such Borrower in the applicable notice delivered pursuant to paragraph
(c) below. The Lenders agree that, subject to compliance with the conditions precedent set forth in Section 4.3, any letter of credit
issued by an Issuing Lender may be designated as a Letter of Credit hereunder from time to time on or after the Effective Date pursuant
to the procedures specified in the definition of “Designated Letters of Credit”. The letters of credit outstanding under the
CBS Credit Agreement on the Effective Date shall be deemed to be Letters of Credit issued and outstanding under this Agreement for the
account of the Borrower as of the Effective Date.


(b) Each
Letter of Credit shall by its terms expire not later than the fifth Business Day preceding the Revolving Credit Maturity Date. Any Letter
of Credit may provide for the renewal thereof for additional periods (which shall in no event extend beyond the date referred to in the
preceding sentence). Each Letter of Credit shall by its terms provide for payment of drawings in Dollars or in a Foreign Currency; provided,
that a Letter of Credit denominated in a Foreign Currency may not be issued if, after giving effect thereto, the Dollar equivalent (calculated
on the basis of the applicable Foreign Exchange Rate) of the aggregate face amount of all Letters of Credit denominated in Foreign Currencies
then outstanding would exceed $150,000,000, as determined by the Administrative Agent acting in good faith.


(c) The applicable Borrower
may submit requests for the issuance of Letters of Credit in a form reasonably acceptable to the applicable Issuing Lender and shall
give the applicable Issuing Lender and the Administrative Agent written, facsimile or electronic mail notice not later than 10:00 a.m.,
New York City time, three Business Days (or such shorter period as shall be acceptable to such Issuing Lender) prior to any proposed
issuance of a Letter of Credit. Each such notice shall refer to this Agreement and shall specify (i) the date on which such Letter of
Credit is to be issued (which shall be a Business Day) and the face amount of such 





    	 	 	 



    39 


    

Letter of Credit, (ii) the name and address of the
beneficiary, (iii) whether such Letter of Credit is a Financial Letter of Credit or a Non-Financial Letter of Credit (subject to confirmation
of such status by the Administrative Agent), (iv) whether such Letter of Credit shall permit a single drawing or multiple drawings, (v)
the form of the documents required to be presented at the time of any drawing (together with the exact wording of such documents or copies
thereof), (vi) the expiry date of such Letter of Credit (which shall conform to the provisions of paragraph (b) above) and (vii) if such
Letter of Credit is to be in a Foreign Currency, the relevant Foreign Currency. The Administrative Agent shall give to each Lender prompt
written, facsimile or electronic mail advice of the issuance of any Letter of Credit. Each determination by the Administrative Agent
as to whether or not a Letter of Credit constitutes a Financial Letter of Credit shall be conclusive and binding upon the applicable
Borrower and the Lenders. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the applicable Borrower to, or entered into by the applicable
Borrower with, the applicable Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.


(d) By
the issuance of a Letter of Credit and without any further action on the part of the applicable Issuing Lender or the Lenders in respect
thereof, the applicable Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from such Issuing Lender, a participation
in such Letter of Credit equal to such Lender’s Revolving Credit Percentage at the time of any drawing thereunder of the stated
amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In addition, the applicable Issuing Lender hereby
grants to each Lender, and each Lender hereby acquires from such Issuing Lender, a participation in each Designated Letter of Credit equal
to such Lender’s Revolving Credit Percentage at the time of any drawing thereunder of the stated amount of such Designated Letter
of Credit, effective on the date such Designated Letter of Credit is designated as a Letter of Credit hereunder. In consideration and
in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the
account of each Issuing Lender, in accordance with paragraph (f) below, such Lender’s Revolving Credit Percentage of each unreimbursed
LC Disbursement made by such Issuing Lender.


(e) Each
Lender acknowledges and agrees that its acquisition of participations pursuant to paragraph (d) above in respect of Letters of Credit
shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim,
recoupment, defense or other right which such Lender or the applicable Borrower may have against any Issuing Lender, any Borrower or any
other Person, for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy
any of the conditions specified in Article IV; (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower;
(iv) any breach of this Agreement by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing.


(f) On
the date on which it shall have ascertained that any documents presented under a Letter of Credit appear to be in conformity with the
terms and conditions of such Letter of Credit, the applicable Issuing Lender shall give written, facsimile or electronic mail notice to
the applicable Borrower and the Administrative Agent of the amount of the drawing and the date on which payment thereon has been or will
be made. If the applicable Issuing Lender shall not





    	 	 	 



    40 


    

have received from the applicable Borrower the payment required pursuant to paragraph
(g) below by 12:00 noon, New York City time, two Business Days after the date on which payment of a draft presented under any Letter of
Credit has been made, such Issuing Lender shall so notify the Administrative Agent, which shall in turn promptly notify each Lender, specifying
in the notice to each Lender such Lender’s Revolving Credit Percentage of such LC Disbursement. Each Lender shall pay to the Administrative
Agent, not later than 2:00 p.m., New York City time, on such second Business Day, such Lender’s Revolving Credit Percentage of such
LC Disbursement (which obligation shall be expressed in Dollars only), which the Administrative Agent shall promptly pay to the applicable
Issuing Lender. The Administrative Agent will promptly remit to each Lender such Lender’s Revolving Credit Percentage of any amounts
subsequently received by the Administrative Agent from the applicable Borrower in respect of such LC Disbursement; provided, that
(i) amounts so received for the account of any Lender prior to payment by such Lender of amounts required to be paid by it hereunder in
respect of any LC Disbursement and (ii) amounts representing interest at the rate provided in paragraph (g) below on any LC Disbursement
for the period prior to the payment by such Lender of such amounts shall in each case be remitted to the applicable Issuing Lender.


(g) If
an Issuing Lender shall pay any draft presented under a Letter of Credit, the applicable Borrower shall pay to such Issuing Lender an
amount equal to the amount of such draft before 12:00 noon, New York City time, on the second Business Day immediately following the date
of payment of such draft, together with interest (if any) on such amount at a rate per annum equal to the interest rate in effect for
ABR Loans (or, in the case of Foreign Currency denominated Letters of Credit, the rate which would reasonably and customarily be charged
by such Issuing Lender on outstanding loans denominated in the relevant Foreign Currency) from (and including) the date of payment of
such draft to (but excluding) the date on which such Borrower shall have repaid, or the Lenders shall have refunded, such draft in full
(which interest shall be payable on such second Business Day and from time to time thereafter on demand until such Borrower shall have
repaid, or the Lenders shall have refunded, such draft in full). In the event that such drawing shall be refunded by the Lenders as provided
in Section 2.7(f), the applicable Borrower shall pay to the Administrative Agent, for the account of the Lenders, quarterly on the last
day of each March, June, September and December, interest on the amount so refunded at a rate per annum equal to the interest rate in
effect for ABR Loans from (and including) the date of such refunding to (but excluding) the date on which the amount so refunded by the
Lenders shall have been paid in full in Dollars by such Borrower. Each payment made to an Issuing Lender by the applicable Borrower pursuant
to this paragraph shall be made at such Issuing Lender’s address for notices specified herein in lawful money of (x) the United
States of America (in the case of payments made on Dollar-denominated Letters of Credit) or (y) the applicable foreign jurisdiction (in
the case of payments on Foreign Currency-denominated Letters of Credit) and in immediately available funds. The obligation of the applicable
Borrower to pay the amounts referred to above in this paragraph (g) (and the obligations of the Lenders under paragraphs (d) and (f) above)
shall be absolute, unconditional and irrevocable and shall be satisfied strictly in accordance with their terms irrespective of:


(i)
any lack of validity or enforceability of any Letter of Credit or any Issuing Lender Agreement or
of the obligations of any Borrower under this Agreement or any Issuing Lender Agreement;






    	 	 	 



    41 


    

(ii)
the existence of any claim, setoff, defense or other right which any Borrower or any other Person
may at any time have against the beneficiary under any Letter of Credit, the Agents, any Issuing Lender or any Lender (other than the
defense of payment in accordance with the terms of this Agreement or, as it pertains to the Borrower only, a defense based on the gross
negligence or willful misconduct of the applicable Issuing Lender) or any other Person in connection with this Agreement or any other
transaction;


(iii)
any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in any respect; provided, as it pertains to the Borrower
only, that payment by the applicable Issuing Lender under such Letter of Credit against presentation of such draft or document shall not
have constituted gross negligence or willful misconduct by the applicable Issuing Lender;


(iv)
payment by the applicable Issuing Lender under a Letter of Credit against presentation of a draft
or other document which does not comply in any immaterial respect with the terms of such Letter of Credit; provided, as it pertains
to the Borrower only, that such payment shall not have constituted gross negligence or willful misconduct by the applicable Issuing Lender;
or


(v)
any other circumstance or event whatsoever, whether or not similar to any of the foregoing; provided,
as it pertains to the Borrower only, that such other circumstance or event shall not have been the result of gross negligence or willful
misconduct of the applicable Issuing Lender.


It is understood that in making
any payment under a Letter of Credit (x) such Issuing Lender’s exclusive reliance on the documents presented to it under such Letter
of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit,
whether or not the amount due to the beneficiary thereof equals the amount of such draft and whether or not any document presented pursuant
to such Letter of Credit proves to be forged, fraudulent or invalid in any respect, if such document on its face appears to be in order,
and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid
or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and (y) any noncompliance in any immaterial respect
of the documents presented under a Letter of Credit with the terms thereof shall, in either case, not, in and of itself, be deemed willful
misconduct or gross negligence of such Issuing Lender.


(h) (i)
Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating any LC Fee payable in respect of any
Business Day, the Administrative Agent shall convert the amount available to be drawn under any Letter of Credit denominated in a Foreign
Currency into an amount of Dollars based upon the relevant Foreign Exchange Rate in effect for such day. If on any date the Administrative
Agent shall notify the applicable Borrower that, by virtue of any change in the Foreign Exchange Rate of any Foreign Currency in which
a Letter of Credit is denominated, the Total Facility Exposure shall exceed the Total Commitment then in effect, then, within three Business
Days after the date of such notice, such Borrower shall 





    	 	 	 



    42 


    

prepay the Revolving Credit Loans and/or the Swingline Loans to the extent necessary
to eliminate such excess. Each Issuing Lender which has issued a Letter of Credit denominated in a Foreign Currency agrees to notify the
Administrative Agent of the average daily outstanding amount thereof for any period in respect of which LC Fees are payable and, upon
request by the Administrative Agent, for any other date or period. For all purposes of this Agreement (except as otherwise set forth in
Section 2.22), determinations by the Administrative Agent of the Dollar equivalent of any amount expressed in a Foreign Currency shall
be made on the basis of Foreign Exchange Rates reset monthly (or on such other periodic basis as shall be selected by the Administrative
Agent in its sole discretion) and shall in each case be conclusive absent manifest error.


(ii) Notwithstanding
anything to the contrary contained in this Section 2.7, prior to demanding any reimbursement from the Lenders pursuant to Section 2.7(f)
in respect of any Letter of Credit denominated in a Foreign Currency, the relevant Issuing Lender shall convert the obligation of the
applicable Borrower under Section 2.7(g) to reimburse such Issuing Lender in such Foreign Currency into an obligation to reimburse such
Issuing Lender (and, in turn, the Lenders) in Dollars. The amount of any such converted obligation shall be computed based upon the relevant
Foreign Exchange Rate (as quoted by the Administrative Agent to such Issuing Lender) in effect for the day on which such conversion occurs.


(iii) From
and after the Effective Date, each Letter of Credit issued under the Existing Credit Agreement or the CBS Credit Agreement shall be deemed
to have been issued under this Agreement.


Section 2.8. Conversion
and Continuation Options. (a) The relevant Borrower may elect from time to time to convert EurocurrencyTerm
Benchmark Revolving Credit Loans denominated in Dollars (or, subject to Section 2.10(f), a
portion thereof) to ABR Revolving Credit Loans on the last day of an Interest Period with respect thereto by giving the Administrative
Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert ABR Revolving Credit Loans
(subject to Section 2.10(f)) to EurocurrencyTerm
Benchmark Revolving Credit Loans denominated in Dollars by giving the Administrative Agent
at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to EurocurrencyTerm
Benchmark Revolving Credit Loans shall specify the length of the initial Interest Period therefor.
Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding
EurocurrencyTerm Benchmark Revolving
Credit Loans and ABR Revolving Credit Loans may be converted as provided herein; provided, that no Revolving Credit Loan may be
converted into a EurocurrencyTerm Benchmark
Revolving Credit Loan when any Event of Default has occurred and is continuing and the Administrative Agent
has or the Required Lenders have determined in its or their sole discretion not to permit such a conversion.


(b) Any EurocurrencyTerm
Benchmark Revolving Credit Loans (or, subject to Section 2.10(f), a portion thereof) may be
continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable
notice to the Administrative Agent, not less than three Business Days prior to the last day of the then current Interest Period with respect
thereto, of the length of the next Interest Period to be applicable to such Revolving Credit Loans; provided, that no EurocurrencyTerm
Benchmark 





    	 	 	 



    43 


    

Revolving Credit Loan may be continued as such when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit
such a continuation; and provided further, that if the relevant Borrower shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such EurocurrencyTerm
Benchmark Revolving Credit Loans shall be automatically converted to ABR Revolving Credit
Loans on the last day of such then expiring Interest Period (in the case of Multi-Currency Revolving Loans, such Loans shall be converted
to Dollars at the Foreign Exchange Rate on such date before being converted to ABR Revolving Credit Loans). Upon receipt of any notice
from a Borrower pursuant to this Section 2.8(b), the Administrative Agent shall promptly notify each Lender thereof. The Administrative
Agent shall promptly notify the applicable Borrower upon the determination in accordance with this Section 2.8(b), by it or the Required
Lenders, not to permit such a continuation.


Section 2.9. Fees. (a)
ViacomCBS agrees to pay to the Administrative Agent for the account of each Lender (subject to the provisions of Section 2.24 with respect
to any Defaulting Lender) a Commitment Fee for the period from and including the Effective Date to the Revolving Credit Maturity Date
(or such earlier date on which the Commitments shall terminate in accordance herewith), computed at a per annum rate equal to the Applicable
Commitment Fee Rate on the average daily unused amount of such Lender’s Commitment during the applicable period. All Commitment
Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days and shall be payable quarterly in arrears
on the last day of each March, June, September and December (commencing on the first of such dates to occur after the Effective Date)
and on the Revolving Credit Maturity Date or such earlier date on which the Commitments shall be terminated. For purposes of computing
Commitment Fees, the Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Credit Loans and LC
Exposure of such Lender (and any Competitive Loan, Swingline Loan and Swingline Exposure of such Lender shall not be considered usage
of such Lender’s Commitment for purposes of this Section 2.9(a)).


(b) Except
as otherwise provided in Section 2.24 hereof with respect to any Defaulting Lender, ViacomCBS agrees to pay each Lender, through the Administrative
Agent, on the 15th day of each April, July, October and January and on the Revolving Credit Maturity Date or the date on which the Commitment
of such Lender shall be terminated as provided herein and all Letters of Credit issued hereunder shall have expired, a letter of credit
fee (an “LC Fee”) computed at a per annum rate equal to the Applicable LC Fee Rate on such Lender’s Revolving
Credit Percentage of the average daily undrawn amount of the Financial Letters of Credit or Non-Financial Letters of Credit, as the case
may be, outstanding during the preceding fiscal quarter (or shorter period commencing with the Effective Date or ending with the Revolving
Credit Maturity Date or the date on which the Commitment of such Lender shall have been terminated and all Letters of Credit issued hereunder
shall have expired). All LC Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.


(c) ViacomCBS
agrees to pay to the Administrative Agent, for its own account, the administrative agent’s fees (“Administrative Agent’s
Fees”) provided for in the Administrative Agent Fee Letter at the times provided therein.






    	 	 	 



    44 


    

(d) Except
as otherwise provided in Section 2.24 hereof with respect to any Defaulting Lender, each Borrower agrees to pay to each Issuing Lender,
through the Administrative Agent, for its own account, the applicable Issuing Lender Fees, including, without limitation, a fronting fee
at a rate to be determined by the relevant Borrower and the relevant Issuing Lender with respect to each Letter of Credit issued by such
Issuing Lender payable on the 15th day of each April, July, October and January to such Issuing Lender for the period from and including
the date of issuance of such Letter of Credit to, but not including, the termination date of such Letter of Credit.


(e) All
Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate,
among the relevant Lenders or to the Issuing Lenders. Once paid, none of the Fees shall be refundable under any circumstances (other than
to correct errors in payment).


Section 2.10. Interest
on Loans; EurocurrencyTerm Benchmark Tranches;
RFR Tranches; Etc. (a) Subject to the provisions of
Section 2.11, Eurocurrency(i) Term Benchmark
Loans shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360
days or, in the case of EurocurrencyTerm Benchmark
Loans denominated in SterlingYen,
a year of 365 days) at a rate per annum equal to (ix)
in the case of each EurocurrencyTerm Benchmark
Revolving Credit Loan, the EurocurrencyLIBO
Rate, the EURIBOR Rate or the TIBOR Rate, as applicable,
for the Interest Period in effect for such Loan plus the Applicable Margin and (ii)
in the case of each Eurocurrency Competitive Loan, the Eurocurrency Ratey) in the case
of each Term Benchmark Competitive Loan, the LIBO Rate, the EURIBOR Rate or the TIBOR Rate, as applicable, for
the Interest Period in effect for such Loan plus or minus (as the case may be) the Margin offered
by the Lender making such Loan and accepted by the relevant Borrower pursuant to Section 2.3 and (ii) RFR Loans shall bear interest (computed
on the basis of the actual number of days elapsed over a year of 365 days) at a rate per annum equal to (x) in the case of each RFR Revolving
Credit Loan, Daily Simple RFR plus the Applicable Margin and (y) in the case of each RFR Competitive Loan, Daily Simple RFR
plus or minus (as the case may be) the Margin offered by the Lender making such Loan and accepted by the
relevant Borrower pursuant to Section 2.3. The EurocurrencyLIBO
Rate, the EURIBOR Rate or the TIBOR Rate, as applicable,
for each Interest Period or the Daily Simple RFR, as the case may
be, shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error. The Administrative Agent shall promptly advise the relevant Borrower and each Lender of such determination and, in the case of RFR Loans, the Administrative Agent shall advise the Borrower and each Lender of the
applicable rate no less than one Business Days before the relevant Interest Payment Date on which such interest shall be paid.


(b) Subject
to the provisions of Section 2.11, ABR Loans shall bear interest (computed on the basis of the actual number of days elapsed over a year
of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times)
at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin. The Alternate Base Rate shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error.






    	 	 	 



    45 


    

(c) Subject
to the provisions of Section 2.11, Quoted Swingline Loans shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 360 days) at a rate per annum equal to the relevant Quoted Swingline Rate.


(d) Subject
to the provisions of Section 2.11, each Absolute Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted
by the relevant Borrower pursuant to Section 2.3.


(e) Interest on each
Loan shall be payable on each applicable Interest Payment Date.


(f) Notwithstanding
anything to the contrary in this Agreement, each borrowing, conversion, continuation, repayment and prepayment of EurocurrencyTerm
Benchmark Revolving Credit Loans hereunder and each selection of an Interest Period hereunder
in respect of EurocurrencyTerm Benchmark
Revolving Credit Loans shall be in an aggregate amount that is an integral multiple of the applicable Eurocurrency
Borrowing Multiple and not less than the applicable Eurocurrency
Borrowing Minimum. Unless otherwise agreed by the Administrative Agent, in no event shall
there be more than 25 EurocurrencyTerm Benchmark
Tranches outstanding at any time.


(g) If
no election as to the Type of Revolving Credit Loan is specified in any notice of borrowing with respect thereto, then the requested Loan
shall be an ABR Loan, unless such request is for a Revolving Credit Loan denominated in a Multi-Currency. If no Interest Period with respect
to a EurocurrencyTerm Benchmark
Revolving Credit Loan is specified in any notice of borrowing, conversion or continuation, then the relevant
Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Interest Period with respect to a
EurocurrencyTerm Benchmark Competitive
Loan shall in no case be less than one month’s duration.


Section 2.11. Default Interest.
(a) If all or a portion of the principal amount of any Loan shall not be paid when due (whether at the stated maturity, by acceleration
or otherwise), all outstanding Loans (whether or not overdue) shall bear interest at a rate per annum which is equal to the rate that
would otherwise be applicable thereto pursuant to the provisions of Section 2.10 plus 2% and (b) if all or a portion of any LC Disbursement,
any interest payable on any Loan or LC Disbursement or any Fee or other amount payable hereunder shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate otherwise
applicable to ABR Loans pursuant to Section 2.10(b) plus 2%, in each case, with respect to clauses (a) and (b) above, from the date of
such non-payment until such amount is paid in full (as well after as before judgment).

Section 2.12. Alternate
Rate of Interest.


(a) In
the event, and on each occasion, that on the day that is two Business Days prior
to the commencement of any Interest Period for a Eurocurrency LoanIf
(i) the Administrative Agent shall have determined (which determination shall be conclusive
absent manifest error) (A) prior to the commencement of any Interest Period for a Term





    	 	 	 



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Benchmark
Loan denominated in any currency, that, by
reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the EurocurrencyLIBO
Rate, the EURIBOR Rate or the TIBOR Rate, as applicable,
for such Interest Period (including because the Eurocurrency
Screen Rateapplicable screen rate is not available
or published on a current basis) or (B) at any time, that adequate and reasonable means do not
exist for ascertaining the Daily Simple RFR with respect to any RFR Loan denominated in Sterling,
or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that (A) prior to the commencement of any Interest Period for a Term
Benchmark Loan denominated in any currency, that the LIBO Rate, the EurocurrencyEURIBOR
Rate or the TIBOR Rate, as applicable,
determined or to be determined for such Interest Period will not adequately and fairly reflect the cost
to such Lenders (as conclusively certified by such Lenders) of making or maintaining EurocurrencyTerm
Benchmark Loans during such Interest Period or (B) at
any time, that the Daily Simple RFR with respect to any RFR Loan denominated in Sterling will not adequately and fairly reflect the cost
to such Lenders of making or maintaining their Loans included in such borrowing, the Administrative
Agent shall, as soon as practicable thereafter, give written, facsimile or electronic mail notice of such determination to the Borrowers
and the Lenders. In the event of any such determination, until the Administrative Agent or the Required Lenders, as applicable, shall
have advised other relevant parties hereto that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower
for a EurocurrencyTerm Benchmark Competitive
Loan or RFR Competitive Loan pursuant to Section 2.3 to be made after such determination shall
be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a EurocurrencyTerm
Benchmark Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made
after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving
Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the
Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and, (iv) any request by a Borrower for conversion into or a continuation of a EurocurrencyTerm
Benchmark Revolving Credit Loan pursuant to Section 2.8 to be made after such determination
shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR
Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan
shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as
determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (v) any
outstanding affected RFR Loans denominated in any Foreign Currency shall, at the Borrower’s election, (A) bear interest at the
Central Bank Rate for the applicable Foreign Currency plus the CBR Spread; provided that the Central Bank Rate for the applicable Foreign
Currency can be determined by the Administrative Agent, (B) be converted into ABR Loans denominated in Dollars (in an amount equal to
the Dollar equivalent of such Foreign Currency) immediately or (C) be repaid in full on the next Business Day.
Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive
Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each
determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error.






    	 	 	 



    47 


    

(b) If
at any time the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error), or the Borrower
or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower
or the Required Lenders (as applicable) have determined that (i) the circumstances set forth in paragraph (a) of this Section 2.12 have
arisen and such circumstances are unlikely to be temporary, (ii) the circumstances set forth in paragraph (a) of this Section 2.12 have
not arisen but the supervisor for the administrator of the Eurocurrency Raterelevant
rate or a Governmental Authority having jurisdiction over the Administrative Agent has made
a public statement identifying a specific date after which the Eurocurrency Ratesuch
rate shall no longer be used for determining interest rates for loans or (iii) syndicated
loans currently being executed, or that include language similar to that contained in this Section 2.12, are being executed or amended
(as applicable) to incorporate or adopt a new benchmark interest rate to replace the Eurocurrency
Ratesuch rate, then the Administrative Agent
and ViacomCBS shall endeavor to establish an alternate rate of interest to the Eurocurrency Rateapplicable
rate that gives due consideration to the then prevailing market convention for determining
a rate of interest for syndicated loans denominated in Dollars in the United States at such time, and shall enter into an amendment to
this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but,
for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Commitment Fee Rate or Applicable Margin);
provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement. Notwithstanding anything to the contrary in Section 9.8, such amendment shall become effective without any further
action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within 10 Business
Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that the Required
Lenders object to such amendment.


Section 2.13. Termination,
Reduction and Increase of Commitments. (a) Upon at least three Business Days’ prior irrevocable written, facsimile or electronic
mail notice to the Administrative Agent, ViacomCBS may at any time in whole permanently terminate, or from time to time in part permanently
reduce, the Commitments; provided, however, that (i) each partial reduction of the Commitments shall be in a minimum principal
amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) no such termination or reduction shall be made
if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (x) the Outstanding Revolving
Extensions of Credit of any Lender would exceed such Lender’s Commitment then in effect unless, in the case of a Swingline Lender,
such Swingline Lender shall otherwise consent or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The
Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.13(a).


(b) Except
as otherwise provided in Section 2.21, each reduction in the Commitments hereunder shall be made ratably among the Lenders in accordance
with their respective Commitments. ViacomCBS agrees to pay to the Administrative Agent for the account of the Lenders, on the date of
termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through
the date of such termination or reduction.






    	 	 	 



    48 


    

(c) Upon a decrease,
pursuant to Section 2.13(a) or (b), in the Commitments, ViacomCBS may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency
Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $5,000,000 and in integral multiples
of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments
of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would
be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit
would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time.


(d) ViacomCBS
shall have the right at any time and from time to time to increase the Total Commitment to an aggregate amount not to exceed $4,500,000,000
(i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii)
by requesting that any Lender already party to this Agreement increase the amount of such Lender’s Commitment; provided,
that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative
Agent and each Issuing Lender (which consent shall not be unreasonably withheld); provided further, that the Commitment of any
bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000;
provided further, that the amount of the increase of any Lender’s Commitment pursuant to clause (ii) above shall be in an
aggregate principal amount at least equal to $10,000,000.


(e) Any
additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant
to subsection (d) of this Section 2.13 shall execute a new lender supplement in substantially the form of Exhibit G hereto (a “New
Lender Supplement”) with ViacomCBS and the Administrative Agent, whereupon such bank, financial institution or other entity
(herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the
name and Commitment of such New Lender.


(f) Any
increase in the Total Commitment pursuant to subsection (d)(ii) of this Section 2.13 shall be effective only upon the execution by the
applicable Lender and ViacomCBS of a commitment increase letter in substantially the form of Exhibit H hereto (a “Commitment
Increase Letter”), which Commitment Increase Letter shall be delivered by ViacomCBS or such Lender to the Administrative Agent
not less than five (5) Business Days prior to the applicable Commitment Increase Date and shall specify (i) the amount of the increase
in the Commitment of such Lender and (ii) the date such increase is to become effective. Upon its receipt of such Commitment Increase
Letter executed by such Lender and ViacomCBS, the Administrative Agent shall accept such Commitment Increase Letter and record the information
contained therein in the Register.


(g) Any
increase in the Total Commitment pursuant to this Section 2.13 shall not be effective unless:






    	 	 	 



    49 


    

(i)
no Default or Event of Default shall have occurred and be continuing on the applicable Commitment
Increase Date;


(ii) each of the representations and warranties made by ViacomCBS and the Subsidiary Borrowers in Sections
3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on such Commitment Increase Date with the same effect as
though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which
case such representations and warranties shall be true and correct in all material respects as of such earlier date; and


(iii)
the Administrative Agent shall have received each of (A) a certificate of the corporate secretary
or assistant secretary of the Borrowers as to the taking of any corporate action necessary in connection with such increase and (B) an
opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect
to such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request.


Each notice requesting an increase in the Total
Commitment pursuant to this Section 2.13 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section
2.13(g).


(h) On
each Commitment Increase Date, each New Lender and each Lender that has delivered a Commitment Increase Letter, in each case whose new
Commitment or increased Commitment becomes effective on such date, shall purchase by assignment from the other Lenders such portion of
the Loans (if any) owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases
and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Revolving Credit Percentage (calculated after
giving effect to such increase in the Total Commitment) of the aggregate amount of Loans owing to all Lenders. The purchases and assignments
pursuant to this subsection (h) shall be deemed to have been accomplished in accordance with Section 9.4(b).


(i) No
Lender shall at any time be required to agree to a request of ViacomCBS to increase its Commitment or obligations hereunder.


Section 2.14. Optional
Prepayments of Revolving Credit Loans. The relevant Borrower may at any time and from time to time prepay the Revolving Credit Loans,
in whole or in part, without premium or penalty, upon giving irrevocable written, facsimile or electronic mail notice (or telephone notice
promptly confirmed by written, facsimile or electronic mail notice) to the Administrative Agent: (i) before 10:00 a.m., New York City
time, three Business Days prior to prepayment, in the case of EurocurrencyTerm
Benchmark Revolving Credit Loans and RFR Revolving Credit Loans, and (ii) before 10:00 a.m.,
New York City time, one Business Day prior to prepayment, in the case of ABR Revolving Credit Loans. Such notice shall specify the date
and amount of prepayment and whether the prepayment is of EurocurrencyTerm
Benchmark Revolving Credit Loans, RFR Revolving Credit Loans, ABR Revolving Credit Loans or
a combination thereof, and, if of a combination thereof, the amount allocable to each. If a EurocurrencyTerm
Benchmark Revolving Credit Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto or a RFR Revolving Credit Loan is prepaid on any day other than an Interest
Payment Date, the relevant Borrower shall also pay any






    	 	 	 



    50 


    
amounts owing pursuant to Section
2.16. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given,
the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of ABR
Revolving Credit Loans) accrued interest to such date on the amount prepaid. Each partial prepayment of Revolving Credit Loans shall
be in an aggregate principal amount equal to a whole multiple of the Eurocurrency
Borrowing Multiple applicable to the currency in which such Revolving Credit Loans are denominated.


Section 2.15. Reserve
Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the Effective Date any change in applicable
law or regulation (including any change in the reserve percentages provided for in Regulation D) or in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or administration thereof shall change the basis of taxation of
payments to any Lender of the principal of or interest on any EurocurrencyTerm
Benchmark Loan, RFR Loan or Absolute Rate Loan made by such Lender (other than changes in
respect of taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office (or
in which it holds any EurocurrencyTerm Benchmark
Loan, RFR Loan or Absolute Rate Loan) or by any political subdivision or taxing authority
therein and other than taxes that would not have been imposed but for the failure of such Lender to comply with applicable certification,
information, documentation or other reporting requirements), or shall impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of or credit extended by such Lender, or shall impose on such
Lender or the London interbank market any other condition affecting this Agreement or any EurocurrencyTerm
Benchmark Loan, RFR Loan or Absolute Rate Loan made by such Lender (including any assessment
or charge on or with respect to the Commitments, Loans, deposits or liabilities incurred to fund Loans, assets consisting of Loans (but
not unrelated assets) or capital attributable to the foregoing), and the result of any of the foregoing shall be to increase the cost
to such Lender of maintaining its Commitment or making or maintaining any EurocurrencyTerm
Benchmark Loan, RFR Loan or Absolute Rate Loan or Letter of Credit or to reduce the amount
of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect of any EurocurrencyTerm
Benchmark Loan, RFR Loan or Absolute Rate Loan or Letter of Credit by an amount deemed by
such Lender to be material, then the relevant Borrower agrees to pay to such Lender as provided in paragraph (c) below such additional
amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing,
no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise
to such request shall, or in good faith should, have been taken into account in formulating the Competitive Bid pursuant to which such
Competitive Loan shall have been made.


(b) If
any Lender or any Issuing Lender shall have determined that the adoption after the Effective Date of any law, rule, regulation or guideline
regarding capital adequacy or liquidity, or any change in any law, rule, regulation or guideline regarding capital adequacy or liquidity,
or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or Issuing Lender
or any Lender’s or Issuing Lender’s holding company with any request or directive regarding capital adequacy or liquidity
(whether or not having the force of law) of any such authority,






    	 	 	 



    51 


    
central bank or comparable agency, has or would have the effect of reducing
the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s
holding company, if any, as a consequence of this Agreement or the Loans made by such Lender or the LC Exposure of such Lender or Letters
of Credit issued by such Issuing Lender pursuant hereto to a level below that which such Lender or Issuing Lender or such Lender’s
or Issuing Lender’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into
consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s
holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Lender to be material, then
from time to time the relevant Borrower agrees to pay to such Lender or Issuing Lender as provided in paragraph (c) below such additional
amount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for
any such reduction suffered.


(c) A
certificate of each Lender or Issuing Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or Issuing
Lender as specified in paragraph (a) or (b) above, as the case may be, and the basis therefor in reasonable detail shall be delivered
to the relevant Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay each Lender or Issuing Lender
the amount shown as due on any such certificate within 30 days after its receipt of the same. Upon the receipt of any such certificate,
the relevant Borrower shall be entitled, in its sole discretion, if any requested Loan has not been made, to cancel its acceptance of
the relevant Competitive Bids or to cancel the Competitive Bid Request relating thereto, subject to Section 2.16.


(d) Except
as provided in this paragraph, failure on the part of any Lender or Issuing Lender to demand compensation for any increased costs or reduction
in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s
or Issuing Lender’s right to demand compensation with respect to any other period. The protection of this Section 2.15 shall be
available to each Lender and Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule,
regulation, guideline or other change or condition which shall have occurred or been imposed so long as it shall be customary for Lenders
or Issuing Lenders affected thereby to comply therewith. No Lender or Issuing Lender shall be entitled to compensation under this Section
2.15 for any costs incurred or reductions suffered with respect to any date unless it shall have notified the relevant Borrower that it
will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date
and (ii) the date on which it shall have become aware of such costs or reductions. Notwithstanding any other provision of this Section
2.15, no Lender or Issuing Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the
time be the general policy or practice of such Lender or Issuing Lender (as the case may be) to demand such compensation in similar circumstances
under comparable provisions of other credit agreements, if any. In the event any Borrower shall reimburse any Lender or Issuing Lender
pursuant to this Section 2.15 for any cost and such Lender or Issuing Lender (as the case may be) shall subsequently receive a refund
in respect thereof, such Lender or Issuing Lender (as the case may be) shall so notify such Borrower and, upon its request, will pay to
such Borrower the portion of such refund which such Lender or Issuing Lender (as the case may be) shall determine in good faith to be
allocable to the 






    	 	 	 



    52 


    
cost so reimbursed. The covenants contained in this Section 2.15 shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.


(e) For
purposes hereof, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be changes in law or regulation
referred to in paragraphs (a) and (b) of this Section after the Effective Date, regardless of the date enacted, adopted, promulgated or
issued.


Section 2.16. Indemnity.
Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a
consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth
in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing,
continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment,
prepayment or conversion of a EurocurrencyTerm
Benchmark Loan, RFR Loan or Absolute Rate Loan, as
applicable, made to such Borrower required by any other provision of this Agreement or otherwise
made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any
such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable
thereto or, in the case of RFR Loans, the Interest Payment Date applicable thereto, or (d)
if any breakage is incurred, any failure by a Borrower to prepay a EurocurrencyTerm
Benchmark Loan or RFR Loan on the date specified in a notice of prepayment; provided,
that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation
of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under the
foregoing provisions of this Section 2.16 shall be equal to the excess, if any, as reasonably
determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued,
prepaid or converted (assumed to be the Eurocurrency Raterelevant
rate in the case of EurocurrencyTerm
Benchmark Loans) for the period from the date of such payment, prepayment, conversion or failure
to borrow, continue, prepay or convert to (x) in the case of Term Benchmark Loans and Absolute
Rate Loans, the last day of the Interest Period for such Loan (or, in the case of a failure
to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) and (y) in the case of RFR Loans, the next succeeding Interest Payment Date over
(ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so
paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided,
however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described
above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section
2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error.
This 






    	 	 	 



    53 


    

covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


Section 2.17. Pro Rata Treatment;
Funding Matters; Evidence of Debt. (a) Except as required under Section 2.21, each payment or prepayment of principal of any Revolving
Credit Loan, each payment of interest on the Revolving Credit Loans, each payment of LC Fees, each payment of the Facility Fees, and each
reduction of the Commitments, shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or,
if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Revolving
Credit Loans). Each Lender agrees that in computing such Lender’s portion of any Loan to be made hereunder, the Administrative Agent
may, in its discretion, round such Lender’s percentage of such Loan to the next higher or lower whole Dollar amount.


(b) Unless
the Administrative Agent shall have received notice from a Lender prior to the relevant borrowing date that such Lender will not make
available to the Administrative Agent such Lender’s portion of a borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such borrowing in accordance with this Agreement and the Administrative
Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the
extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the relevant Borrower
agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in
the case of such Borrower, the interest rate applicable at the time to the relevant Loan and (ii) in the case of such Lender, the Federal
Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such
Lender’s Loan as part of such borrowing for the purposes of this Agreement; provided, that such repayment shall not release
such Lender from any liability it may have to such Borrower for the failure to make such Loan at the time required herein.


(c) The
failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood,
however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).


(d) Each
Lender may at its option make any EurocurrencyTerm
Benchmark Loan or RFR Loan by causing any domestic or foreign branch or Lender Affiliate of
such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of the relevant Borrower
to repay such Loan in accordance with the terms of this Agreement.


(e) Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting
from each Loan made by it from time to time, including the amounts of principal and interest payable and paid to such Lender from time
to time under this Agreement. The Administrative Agent shall maintain accounts in 






    	 	 	 



    54 


    

which it will record (i) the amount of each Loan made
hereunder, the Borrower with respect to each Loan, the Type of each Loan and each Interest Period, if any, applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii)
the amount of any sum received by the Administrative Agent hereunder from any Borrower and each Lender’s share thereof. The entries
made in the accounts maintained pursuant to this paragraph (e) shall, to the extent permitted by applicable law, be prima facie evidence
of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of any Borrower to
repay the Loans in accordance with their terms.


(f) In
order to expedite the transactions contemplated by this Agreement, each Subsidiary Borrower shall be deemed, by its execution and delivery
of a Subsidiary Borrower Request, to have appointed ViacomCBS to act as agent on behalf of such Subsidiary Borrower for the purpose of
(i) giving any notices contemplated to be given by such Subsidiary Borrower pursuant to this Agreement, including, without limitation,
borrowing notices, prepayment notices, continuation notices, conversion notices, competitive bid requests and competitive bid acceptances
or rejections and (ii) paying on behalf of such Subsidiary Borrower any Subsidiary Borrower Obligations owing by such Subsidiary Borrower;
provided, that each Subsidiary Borrower shall retain the right, in its discretion, to directly give any or all of such notices
or make any or all of such payments.


(g) The
Administrative Agent shall promptly notify the Lenders upon receipt of any Subsidiary Borrower Designation and Subsidiary Borrower Request.
The Administrative Agent shall promptly notify the Swingline Lenders upon receipt of any designation of a Subsidiary Borrower as a Swingline
Borrower.


Section 2.18. Sharing of Setoffs.
Except to the extent that this Agreement provides for payments to be allocated to Revolving Credit Loans, Swingline Loans or Competitive
Loans, as the case may be, each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim
against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar
law or otherwise, or by any other means (other than pursuant to any provision of this Agreement), obtain payment (voluntary or involuntary)
in respect of any category of its Loans or such Lender’s Revolving Credit Percentage of any LC Disbursement as a result of which
the unpaid principal portion of such Loans or the unpaid portion of such Lender’s Revolving Credit Percentage of the LC Disbursements
shall be proportionately less than the unpaid principal portion of such Loans or the unpaid portion of the Revolving Credit Percentage
of the LC Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value,
and shall promptly pay to such other Lender the purchase price for, a participation in such Loans or the 






    	 	 	 



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Revolving Credit Percentage of LC Disbursements of each Lender prior to such exercise of banker’s
lien, setoff or counterclaim or other event was to the principal amount of all such Loans or LC Disbursements outstanding prior to such
exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered,
such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment
restored without interest, unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each
Lender returning funds to such Lender shall pay its pro rata share of such interest. Any Lender holding a participation in a Loan
or LC Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with
respect to any and all moneys owing by any Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly
to such Borrower or issued a Letter of Credit for the account of such Borrower in the amount of such participation.


Section 2.19. Payments.
(a) Except as otherwise expressly provided herein, each Borrower shall make each payment (including principal of or interest on any Loan
or any Fees or other amounts) hereunder without setoff or counterclaim and shall make each such payment not later than 12:00 noon, New
York City time, on the date when due in Dollars to the Administrative Agent at its offices at JPMorgan Chase Bank, N.A., 270 Park Avenue,
New York, New York 10017, in immediately available funds. Notwithstanding the foregoing, each Borrower shall make each payment with respect
to any Loan denominated in any Foreign Currency (including principal of or interest on any such Loan or other amounts) hereunder without
setoff or counterclaim and shall make each such payment not later than 12:00 noon, New York City time, on the date when due in the relevant
Foreign Currency to the Administrative Agent at its offices at JPMorgan Chase Bank, N.A., 500 Stanton Christiana Rd, NCC5, Newark, DE,
19713-2107, Floor 01, in immediately available funds.


(b) Whenever any payment (including
principal of or interest on any Loan or any Fees or other amounts) hereunder shall become due, or otherwise would occur, on a day that
is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be
included in the computation of interest or Fees, if applicable.


Section 2.20. Taxes. (a)
Any and all payments by each Borrower hereunder shall be made, in accordance with Section 2.19, free and clear of and without deduction
for any and all present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, and all liabilities with
respect thereto, in each case in the nature of a tax, imposed by or on behalf of any Governmental Authority, including any interest, additions
to tax or penalties applicable thereto, excluding (i) net income taxes, branch profits taxes and franchise taxes imposed on the
Administrative Agent or any Lender (or Transferee) as a result of such Administrative Agent or any Lender (or Transferee) being organized
under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, or having a
present or former connection between the Administrative Agent or such Lender (or Transferee) with the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising
solely from the Administrative Agent or such Lender (or Transferee) having executed, delivered or performed its






    	 	 	 



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obligations or received
a payment under, or enforced, this Agreement or any other Loan Document), (ii) in the case of a Lender, U.S. federal withholding taxes
imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant
to a law in effect on the date on which (a) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment
request by any Borrower under Section 2.21(b)) or (b) such Lender changes its lending office, except in each case to the extent that,
pursuant to Section 2.20, amounts with respect to such taxes were payable either to such Lender's assignor immediately before such Lender
became a party hereto or to such Lender immediately before it changed its lending office and (iii) any withholding taxes that are imposed
by reason of FATCA (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions, withholdings and liabilities being
hereinafter referred to as “Taxes”). If any Borrower or the Administrative Agent shall be required by law to deduct
any Taxes or Other Taxes from or in respect of any sum payable to any Agent or any Lender (or Transferee) hereunder, (i) the sum payable
shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Section 2.20) such Agent or such Lender (or Transferee) shall receive an amount equal to the sum it would have
received had no such deductions been made, (ii) such Borrower or the Administrative Agent shall make such deductions and (iii) such Borrower
or the Administrative Agent shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance
with applicable law.


(b) The
relevant Borrower agrees to pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


(c) The
relevant Borrower will indemnify each Lender (or Transferee) and the Administrative Agent for the full amount of Taxes and Other Taxes
(including any Taxes or Other Taxes imposed by the applicable jurisdiction on amounts payable under this Section 2.20) paid by such Lender
(or Transferee) or the Administrative Agent, as the case may be, and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted by the relevant taxing
authority or other Governmental Authority. Such indemnification shall be made within 30 days after the date such Lender (or Transferee)
or the Administrative Agent, as the case may be, makes written demand therefor.


(d) Whenever
any Taxes or Other Taxes are payable by any Borrower, within 30 days thereafter such Borrower shall send to the Administrative Agent for
its own account or for the account of the relevant Lender, as the case may be, a certified copy of an official receipt received by such
Borrower showing payment thereof (or other evidence of such payment reasonably satisfactory to the Administrative Agent).


(e) Without
prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.20 shall
survive the payment in full of the principal of and interest on all Loans made hereunder and of all other amounts payable hereunder.


(f) In
the event that the Borrower is a U.S. Person:






    	 	 	 



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(i)
Each Lender (or Transferee) that is not a “United States Person” as defined in Section 7701(a)(30) of the Code (such
Lender (or Transferee), a “Non-U.S. Person”) shall deliver to ViacomCBS and the Administrative Agent (or, in the case
of a participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue
Service Form W-8BEN, W-8BEN-E or Form W-8ECI, or, in the case of a Non-U.S. Person claiming exemption from U.S. federal withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8BEN or Form W-8BEN-E,
or any subsequent versions thereof or successors thereto (and, if such Non-U.S. Person, claiming an exemption with respect to payments
of “portfolio interest”, delivers a Form W-8BEN or Form W-8BEN-E, an annual certificate representing that such Non-U.S. Person
is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not a 10-percent shareholder (within the meaning of Section
871(h)(3)(B) of the Code) of ViacomCBS and is not a controlled foreign corporation related to ViacomCBS (within the meaning of Section
881(c)(3)(C) of the Code)), properly completed and duly executed by such Non-U.S. Person claiming complete exemption from U.S. federal
withholding tax on all payments by any Borrower under this Agreement. Such forms shall be delivered by each Non-U.S. Person promptly after
it becomes a party to this Agreement (or, in the case of any participant, promptly after the date such participant purchases the related
participation). In addition, each Non-U.S. Person shall deliver such forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Person. Each Non-U.S. Person shall promptly notify ViacomCBS and the Administrative Agent at any time it determines
that it is no longer in a position to provide any previously delivered certificate to ViacomCBS and the Administrative Agent (or any other
form of certification adopted by the U.S. taxing authorities for such purpose). Unless ViacomCBS and the Administrative Agent (or, in
the case of a participant, the Lender from which the related participation shall have been purchased) have received forms or other documents
satisfactory to them indicating that payments to any Lender (or Transferee) hereunder are not subject to United States withholding tax,
the relevant Borrower or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case
of payments to or for any such Lender (or Transferee) that is a Non-U.S. Person. Notwithstanding any other provision of this Section 2.20(f),
a Non-U.S. Person shall not be required to deliver any form pursuant to this Section 2.20(f) that such Non-U.S. Person is not legally
able to deliver by reason of the adoption of any law, rule or regulation, or any change in any law, rule or regulation or in the interpretation
thereof, in each case occurring after the date such Non-U.S. Person becomes a Lender (or Transferee). For purposes of the previous sentence,
any regulations or official interpretations of FATCA issued after the date such Non-U.S. Person becomes a Lender (or Transferee) shall
be treated as having been issued before such date.


(ii)
If a payment made to a Lender (or Transferee) under any Loan Document would be subject to U.S. federal withholding tax imposed
by FATCA if such Lender (or Transferee) were to fail to comply with the applicable reporting requirements of FATCA (including those contained
in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender (or Transferee) shall deliver to ViacomCBS and the Administrative
Agent, at the time or times prescribed by law and at such time or times reasonably requested by ViacomCBS and the Administrative Agent,
such documentation prescribed by applicable law (including as prescribed 






    	 	 	 



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by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by ViacomCBS and the Administrative Agent as may be necessary for ViacomCBS and the Administrative
Agent to comply with their obligations under FATCA, to determine that such Lender (or Transferee) has complied with such Lender’s
(or Transferee's) obligations under FATCA or to determine the amount to deduct and withhold from such payment.


(g) A
Lender that is entitled to an exemption from or reduction of any non-U.S. withholding tax under the law of the jurisdiction in which a
Borrower is located, or under any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver
to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested
by such Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made
without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position
of such Lender.


(h) No
Borrower shall be required to pay any additional amounts pursuant to paragraph (a) above (i) if the obligation to pay such additional
amounts would not have arisen but for a failure by the applicable Lender (or Transferee) to comply with the provisions of paragraph (f)
or (g) above or (ii) in the case of a Transferee, to the extent such additional amounts exceed the additional amounts that would have
been payable had no transfer or assignment to such Transferee occurred; provided, however, that each Borrower shall be required
to pay those amounts to any Agent or Lender (or Transferee) that it was required to pay hereunder prior to the failure of such Agent or
Lender (or Transferee) to comply with the provisions of such paragraph (f) or (g).


Section 2.21. Termination or
Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant
to Section 2.15 or Section 2.20 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate
or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or
change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the
sole good faith determination of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee).


(b) In the event that (i) any
Lender shall have delivered a notice or certificate pursuant to Section 2.15, (ii) any Borrower shall be required to make additional payments
to any Lender under Section 2.20, (iii) any Lender (a “Non-Consenting Lender”) shall withhold its consent to any amendment
described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from the Required Lenders, (iv) any Lender shall
be or become a Defaulting Lender or (v) any Lender delivers a Notice of Objection pursuant to Section 2.25, ViacomCBS shall have the right,
at its own expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Commitments of such Lender
(except in the case of clause (iii) above) or (ii) to require such Lender (or, in the case of clause (iii) above, each Non-Consenting
Lender) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.4) all its
interests, rights and obligations under this






    	 	 	 



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Agreement to one or more other financial institutions acceptable to ViacomCBS (unless an
Event of Default has occurred and is continuing) and the Administrative Agent, which approval in each case shall not be unreasonably withheld,
which shall assume such obligations; provided, that (A) in the case of any replacement of Non-Consenting Lenders, each assignee
shall have consented to the relevant amendment, (B) no such termination or assignment shall conflict with any law, rule or regulation
or order of any Governmental Authority, (C) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected
Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date
of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (D) ViacomCBS may
not terminate Commitments representing more than 10% of the original aggregate Commitments pursuant to this paragraph (b).


Section 2.22. 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 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 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 to a drawing thereunder.


(c) If
after giving effect to any such determination of a Dollar equivalent with respect to Competitive Bid Loans or Letters of Credit, the Dollar
equivalent thereof exceeds $150,000,000, ViacomCBS shall, or shall cause the applicable Subsidiary Borrowers to, within five Business
Days, (i) in the case of an excess with respect to Competitive Bid Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies
to eliminate such excess, (ii) in the case of an excess with respect to Letters of Credit, cause to be reduced (or, at the relevant Borrower’s
option, cash collateralize) 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. If after giving effect to any such determination of a Dollar equivalent
with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof exceeds (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 






    	 	 	 



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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 110%, ViacomCBS shall, or shall cause the 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.


Section 2.23. Judgment Currency.
If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due from any Borrower hereunder in the currency
expressed to be payable herein (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
on any Business Day preceding that on which the final judgment is given. The obligations of each Borrower in respect of any sum due to
any Lender or the Administrative Agent hereunder 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, the applicable
Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment,
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 (i) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency
and (ii) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender
as






    	 	 	 



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compared to such Lender’s Total Facility Percentage, such Lender or the Administrative Agent, as the case may be, agrees to remit
such excess to the applicable Borrower.


Section 2.24. Defaulting Lenders.
If any Lender becomes a Defaulting Lender then, upon notice to such effect by the Administrative Agent (which notice shall be given promptly
after the Administrative Agent determines that any Lender shall have become a Defaulting Lender, including as a result of being advised
thereof by ViacomCBS), the following provisions shall apply:


(i)
Commitment Fees shall cease to accrue, and shall cease to be payable, on the unused portion of such
Defaulting Lender’s Commitment while such Defaulting Lender remains a Defaulting Lender.


(ii) The Commitment and outstanding extensions of credit of such Defaulting Lender shall not be included
in determining whether the Required Lenders or other requisite Lenders have taken or may take any action hereunder (including any consent
to any amendment or waiver); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender shall require the consent of such Defaulting Lender (in such case, to the extent such Defaulting Lender is an affected Lender).


(iii) All or any part of such Defaulting Lender’s ABR Swingline Exposure at such time (other than
the portion thereof attributable to ABR Swingline Loans made by such Defaulting Lender in its capacity as a Swingline Lender) and LC Exposure
shall be reallocated among the non-Defaulting Lenders in accordance with their pro rata shares of the Total Commitment, but only to the
extent such reallocation would not result in the Outstanding Revolving Extensions of Credit of any non-Defaulting Lender (including the
portion of the ABR Swingline Exposure of such Defaulting Lender to be reallocated to such non-Defaulting Lender) exceeding such non-Defaulting
Lender’s Commitment (unless, in the case of a non-Defaulting Lender that is a Swingline Lender, such non-Defaulting Lender shall
otherwise consent).


(iv)
If the LC Exposure of such Defaulting Lender is reallocated pursuant to subparagraph (iii) above,
then the LC Fee payable to the Lenders shall be adjusted in accordance with such reallocation.


(v)
If the reallocation described in clause (iii) above cannot, or can only partially, be effected, then
one or more Borrowers shall within one Business Day following notice by the Administrative Agent, do one or both (at such Borrower’s
election) of the following in an amount necessary to allow the reallocation described in clause (iii) above to be fully effected within
the limit of the non-Defaulting Lenders’ Commitments: (x) prepay the portion of the aggregate principal amount of outstanding ABR
Swingline Loans allocated to such Defaulting Lender at such time and/or (y) cash collateralize for the benefit of the Issuing Lenders
one or more Borrower’s obligations corresponding to the portion of such Defaulting Lender’s LC Exposure (in each case, as
determined after giving effect to any partial reallocation pursuant to clause (iii) above) for 






    	 	 	 



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so long as such LC Exposure is outstanding
or such Defaulting Lender remains a Defaulting Lender.


(vi)
If a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant
to clause (v) above, such Borrower shall not be required to pay any fees to such Defaulting Lender with respect to such Defaulting Lender’s
LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized.


(vii)
The Administrative Agent may adjust the allocation of payments hereunder to ensure that a Defaulting
Lender does not receive payment in respect of any Loan or LC Disbursement that it did not fund or to reflect any of the actions or adjustments
referred to herein.


In the event that the Administrative Agent, each
Borrower, the Swingline Lender and each Issuing Lender agree that a Defaulting Lender has adequately remedied all matters that caused
such Lender to be a Defaulting Lender, then (A) the aggregate principal amount of all ABR Swingline Loans outstanding at such time and
LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender
shall purchase at par such of the Loans (other than Competitive Loans and Swingline Loans) and participations in unreimbursed Letter of
Credit disbursements of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold
such Loans in accordance with its pro rata share and (B) any cash collateral provided by any Borrowers under clause (v) above with respect
to such Lender’s LC Exposure shall be released by the Issuing Lenders and returned to such Borrowers. The rights and remedies against
a Defaulting Lender set forth in this Section 2.24 are in addition to other rights and remedies that each Borrower, the Administrative
Agent or any Lender that is not a Defaulting Lender may have against such Defaulting Lender.


Section 2.25. Designation of
Subsidiary Borrowers. ViacomCBS may at any time and from time to time designate any Subsidiary as a Subsidiary Borrower by delivery
to the Administrative Agent of a Subsidiary Borrower Designation executed by such Subsidiary and ViacomCBS. As soon as practicable upon
receipt thereof, the Administrative Agent will post a copy of such Subsidiary Borrower Designation to the Lenders on IntraLinks or another
website accessible to all Lenders. Each Subsidiary Borrower Designation shall become effective on the date ten Business Days after it
has been posted by the Administrative Agent (subject to the receipt by any Lender of any information under the Patriot Act, the Beneficial
Ownership Regulation (in the case of a non-U.S. Subsidiary Borrower only) and other “know-your-customer” laws reasonably requested
by it not later than the third Business Day after the posting date of such Subsidiary Borrower Designation), unless prior thereto, in
the case of a Subsidiary that is organized in a non-U.S. jurisdiction, the Administrative Agent shall have received written notice from
any Lender that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit
to or do business with such Subsidiary, directly or through a Lender Affiliate, as provided herein (a “Notice of Objection”),
in which case such Subsidiary Borrower Designation shall not become effective until such time as such Lender withdraws such Notice of
Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Subsidiary Borrower Designation as provided in the






    	 	 	 



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preceding
sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement.


Section 2.26. Extension
of Revolving Credit Maturity Date.


(a) At
least 30 days but not more than 60 days prior to any anniversary of the Effective Date (provided that ViacomCBS may not exercise
such right more than twice), ViacomCBS may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request
a one-year extension of the Revolving Credit Maturity Date then in effect (an “Extension Request”); provided that
the Revolving Credit Maturity Date may not be extended pursuant to an Extension Request more than once in any 12-month period. Within
10 Business Days after the delivery of such Extension Request (or such later date as ViacomCBS and the Administrative Agent shall agree)
(the “Extension Deadline”), each Lender shall notify the Administrative Agent and ViacomCBS promptly (but in any event
no later than the Extension Deadline) in writing whether or not it consents to such Extension Request (which consent may be given or withheld
in such Lender’s sole and absolute discretion) (each Lender agreeing to an Extension Request, an “Extending Lender”
and each Lender declining to agree to an Extension Request, a “Non-Extending Lender”). Any Lender with a then-effective
Commitment may consent to an Extension Request irrespective of whether such Lender previously had not been an Extending Lender with respect
to a previous Extension Request. Any Lender not responding within the above specified time period shall be deemed not to have consented
to such Extension Request. The Administrative Agent shall promptly notify ViacomCBS and the Lenders of the Lenders’ responses.


(b) The
Revolving Credit Maturity Date shall be extended only if the Required Lenders have consented to the Extension Request. For each such Extension
Request, if so consented to, (i) the Revolving Credit Maturity Date, as to Extending Lenders (irrespective of whether such Lender previously
had been a Non-Extending Lender), shall be extended to the same date in the following year after giving effect to any prior extensions
(such existing Revolving Credit Maturity Date being the “Extension Effective Date”) and (ii) the Revolving Credit Maturity
Date, as to any Non-Extending Lender (provided that the Commitment of such Non-Extending Lender is not assumed in accordance with
Section 2.26(f) on or prior to the applicable Extension Effective Date), shall remain the Revolving Credit Maturity Date in effect for
such Non-Extending Lender prior to the Extension Effective Date. With respect to any previously Non-Extending Lender who is an Extending
Lender with respect to a current Extension Request, by giving its consent, such Extending Lender shall be approving an extension of more
than one year.


(c) In
the event of any such extension, the Commitment of each Non-Extending Lender that has not been replaced as provided in Section 2.26(f)
shall terminate on the Revolving Credit Maturity Date in effect prior to any such extension, and the outstanding principal balance of
all Loans, accrued and unpaid interest and other fees payable hereunder to such Non-Extending Lender shall become due and payable on such
Revolving Credit Maturity Date. Thereafter, the aggregate Commitments effective as of such Revolving Credit Maturity Date shall be deemed
equal to the Commitments of the Extending Lenders and the Assuming Lenders in respect of such extension.






    	 	 	 



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(d) Notwithstanding
the foregoing, the extension of the Revolving Credit Maturity Date pursuant to this Section 2.26 shall not be effective with respect to
any Lender unless (i) no Default or Event of Default has occurred and is continuing on the Extension Effective Date and immediately after
giving effect to such extension and (ii) the representations and warranties set forth in Article III are true and correct in all material
respects on and as of the Extension Effective Date, except to the extent such representations and warranties expressly relate to an earlier
date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and
except that for purposes of this Section 2.26(d), the representations and warranties contained in Sections 3.2, 3.3 and 3.11 shall be
deemed to refer to the most recent statements furnished pursuant to Section 5.1. As a condition precedent to each such extension, ViacomCBS
shall deliver to the Administrative Agent a certificate of ViacomCBS dated as of the Extension Effective Date signed by a Responsible
Officer of ViacomCBS certifying as to compliance with this Section 2.26(d).


(e) Notwithstanding
anything to the contrary in this Section 2.26, the Revolving Credit Maturity Date may not be extended with respect to any Issuing Lender
without the prior written consent of such Issuing Lender (it being understood and agreed that, in the event any Issuing Lender shall not
have consented to any such extension, (i) such Issuing Lender shall continue to have all the rights and obligations of an Issuing Lender
hereunder through the applicable existing Revolving Credit Maturity Date and thereafter shall have no obligation to issue, amend, extend
or renew any Letter of Credit (but shall continue to be entitled to the benefits hereunder as to Letters of Credit issued prior to such
time) and (ii) ViacomCBS shall cause the Aggregate LC Exposure attributable to Letters of Credit issued by such Issuing Lender to be zero
no later than the day on which such Aggregate LC Exposure would have been required to have been reduced to zero in accordance with the
terms hereof without giving effect to the effectiveness of the extension of the applicable existing Revolving Credit Maturity Date pursuant
to this Section 2.26 (and, in any event, no later than such existing Revolving Credit Maturity Date) together with any accrued interest
thereon, on the existing Revolving Credit Maturity Date).


(f) If
there are any Non-Extending Lenders, ViacomCBS shall have the right to arrange for one or more Extending Lenders or new Lenders that will
agree to an extension of the Revolving Credit Maturity Date (each new Lender an “Assuming Lender”) to assume, effective
as of the Extension Effective Date, any Non-Extending Lender’s entire Commitment and all of the obligations of such Non-Extending
Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided
however that:


(i) all
additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and
unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such
Non-Extending Lender; and


(ii) with
respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 9.4(b) for such assignment shall
have been paid,


provided further that such Non-Extending
Lender’s rights under Sections 2.15, 2.16, 2.20 and 9.5, and its indemnification obligations under Article VII, shall survive such
assignment as to





    	 	 	 



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matters occurring prior to the date of assignment. At least one Business Day prior to the applicable Extension Effective
Date, (x) each such Assuming Lender, if any, shall have delivered to ViacomCBS and the Administrative Agent an Assignment and Acceptance,
duly executed by such Assuming Lender, such Non-Extending Lender, ViacomCBS and the Administrative Agent and (y) each such Extending Lender
shall have delivered confirmation in writing satisfactory to ViacomCBS and the Administrative Agent as to the increase in the amount of
its Commitment. Upon the payment or prepayment of all amounts referred to in clauses (i) and (ii) above, each such Assuming Lender, as
of the Extension Effective Date, will be substituted for such Non-Extending Lender under this Agreement and shall become a Lender for
all purposes of this Agreement with the rights and obligations of a Lender hereunder, without any further acknowledgment by or the consent
of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and
discharged.


(g) In
connection with any extension of the Revolving Credit Maturity Date under this Section 2.26, the Administrative Agent and ViacomCBS may,
without the consent of any Lender or Issuing Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary
or appropriate, in the opinion of the Administrative Agent and ViacomCBS, to give effect to the provisions of this Section 2.26.


ARTICLE III


REPRESENTATIONS AND WARRANTIES


ViacomCBS hereby represents and
warrants, and each Subsidiary Borrower by its execution and delivery of a Subsidiary Borrower Request represents and warrants (to the
extent specifically applicable to such Subsidiary Borrower), to each of the Lenders that:


Section 3.1. Corporate Existence.
Each of ViacomCBS and each Material Subsidiary: (a) is a corporation, partnership or other entity duly organized and validly existing
under the laws of the jurisdiction of its organization; (b) has all requisite corporate or other power, and has all material governmental
licenses, authorizations, consents and approvals, necessary to own its assets and carry on its business as now being conducted, except
where the failure to have any of the foregoing would not result in a Material Adverse Effect; and (c) is qualified to do business in all
jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would
result in a Material Adverse Effect.


Section 3.2. Financial Condition.
The consolidated balance sheet of ViacomCBS and its Consolidated Subsidiaries as at December 31, 2018, and the related consolidated statements
of operations and cash flows of ViacomCBS and its Consolidated Subsidiaries for the fiscal year ended on such date, with the opinion thereon
of PricewaterhouseCoopers LLP, heretofore furnished to each of the Lenders (or made available to the Lenders through access to a web site,
including, without limitation, www.sec.gov), fairly present the consolidated financial condition of ViacomCBS and its Consolidated Subsidiaries
as at such date and the consolidated results of their operations for the fiscal year ended on such date in accordance with GAAP. Neither
ViacomCBS nor any of its Material Subsidiaries had on December 31, 2018 any known material contingent liability, except as referred to
or reflected or






    	 	 	 



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provided for in any Exchange Act Report or in such balance sheets (or the notes thereto) as at such date.


Section 3.3. Litigation.
Except as disclosed to the Lenders in any Exchange Act Report filed prior to the Effective Date or otherwise disclosed in writing to the
Lenders prior to the Effective Date, there are no legal or arbitral proceedings, or any proceedings by or before any Governmental Authority,
pending or (to the knowledge of ViacomCBS) threatened against ViacomCBS or any of its Material Subsidiaries which have resulted in a Material
Adverse Effect (it being agreed that any legal or arbitral proceedings which have been disclosed in any Exchange Act Report, whether threatened,
pending, resulting in a judgment or otherwise, prior to the time a final judgment for the payment of money shall have been recorded against
ViacomCBS or any Material Subsidiary by any Governmental Authority having jurisdiction, and the judgment is non-appealable (or the time
for appeal has expired) and all stays of execution have expired or been lifted shall not, in and of itself, be deemed to result in a Material
Adverse Effect). “Exchange Act Report” shall mean, collectively, (a) the Annual Report of ViacomCBS on Form 10-K for
the year ended December 31, 2018, Quarterly Reports on Form 10-Q and Reports on Form 8-K of ViacomCBS filed with or furnished to the SEC
and available on the SEC’s website subsequent to December 31, 2018, and prior to the Effective Date, in each case, as amended or
supplemented before the Effective Date and (b) the Annual Report of Viacom on Form 10-K for the year ended September 30, 2019 and Reports
on Form 8-K of Viacom filed with or furnished to the SEC and available on the SEC’s website subsequent to September 30, 2019, and
prior to the Effective Date, in each case, as amended or supplemented before the Effective Date.


Section 3.4. No Breach, Etc.
None of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the
terms and provisions hereof will conflict with or result in a breach of, or require any consent under, the charter or By-laws (or other
equivalent organizational documents) of any Borrower, or any applicable law or regulation, or any order, writ, injunction or decree of
any Governmental Authority, or any material agreement or instrument to which ViacomCBS or any of its Material Subsidiaries is a party
or by which any of them is bound or to which any of them is subject, or constitute a default under any such agreement or instrument, or
result in the creation or imposition of any Lien upon any of the revenues or assets of ViacomCBS or any of its Material Subsidiaries pursuant
to the terms of any such agreement or instrument. Neither ViacomCBS nor any of its Material Subsidiaries is in default under or with respect
to any of its material contractual obligations in any respect which would have a Material Adverse Effect.


Section 3.5. Corporate Action.
Each Borrower has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; the
execution and delivery by each Borrower of this Agreement (or, in the case of each Subsidiary Borrower, the relevant Subsidiary Borrower
Request), and the performance by each Borrower of this Agreement, have been duly authorized by all necessary corporate action on such
Borrower’s part; this Agreement (or, in the case of each Subsidiary Borrower, the relevant Subsidiary Borrower Request) has been
duly and validly executed and delivered by each Borrower; and this Agreement constitutes a legal, valid and binding obligation of each
Borrower, enforceable in accordance with its terms except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or similar laws of general






    	 	 	 



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applicability affecting the enforcement of creditors’ rights and (b)
the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law).


Section 3.6. Approvals.
No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution,
delivery or performance by each Borrower of this Agreement or for the validity or enforceability hereof.


Section 3.7. ERISA. ViacomCBS
and, to the best of its knowledge, its ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards
of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the currently applicable provisions
of ERISA and the Code except where any failure or non-compliance would not result in a Material Adverse Effect.


Section 3.8.
Taxes. ViacomCBS and its Material Subsidiaries, to the knowledge of ViacomCBS, have filed all United States Federal income tax
returns and all other material tax returns which are required to be filed by or in respect of them and have paid or caused to be paid
all taxes shown as due on such returns or pursuant to any assessment received by ViacomCBS or any of its Material Subsidiaries, except
those being contested and reserved against in accordance with Section 5.2.


Section 3.9. Investment
Company Act. No Borrower is an “investment company”, or a company “controlled” by an “investment
company”, subject to regulation under the Investment Company Act of 1940, as amended.


Section 3.10. Environmental.
Except as in the aggregate would not have a Material Adverse Effect, neither ViacomCBS nor any of its Subsidiaries has received any notice
of violation, alleged violation, non-compliance or liability regarding environmental matters or compliance with Environmental Laws with
regard to any of its or its Subsidiaries’ Properties or business, nor does ViacomCBS have any knowledge that any notice will be
received or is being threatened.


Section 3.11. Material Subsidiaries.
The list of Subsidiaries set forth in the Annual Report of ViacomCBS on Form 10-K for the year ended December 31, 2018, is complete and
correct in all material respects with respect to Material Subsidiaries as of the date such Form 10-K was filed.


Section 3.12. Anti-Corruption
Laws and Sanctions. ViacomCBS has implemented and maintains in effect policies and procedures designed to ensure compliance by ViacomCBS,
its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and to the
knowledge of ViacomCBS’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Controller, Treasurer and General
Counsel, is in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of ViacomCBS, any Subsidiary
or, to the knowledge of ViacomCBS’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Controller, Treasurer
and General Counsel, any director, officer or employee of ViacomCBS or any Subsidiary that 






    	 	 	 



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will act in connection with or benefit from
the credit facility established hereby, is a Sanctioned Person. No Borrowing will be made or Letter of Credit issued (A) for the purpose
of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in violation
of applicable Anti-Corruption Laws, or (B) for the purpose of funding, financing or facilitating unauthorized transactions with any Sanctioned
Person. No transactions undertaken by ViacomCBS and its Subsidiaries hereunder will be undertaken in violation of Anti-Corruption Laws
or applicable Sanctions.


ARTICLE IV


CONDITIONS OF EFFECTIVENESS
AND LENDING


Section 4.1. Effectiveness.
The effectiveness of this Agreement is subject to the satisfaction of the following conditions:


(a) Credit
Agreement. The Administrative Agent shall have received this Agreement, executed and delivered by a duly authorized officer of ViacomCBS.


(b)
Closing Certificate. The Administrative Agent shall have received a Closing Certificate, substantially
in the form of Exhibit E, of ViacomCBS, dated the Effective Date, with appropriate insertions and attachments.


(c) Fees,
Expenses and Interest. The Administrative Agent shall have received, in immediately available funds, payment of all outstanding loans
and interest and fees accrued to the Effective Date under the Existing Credit Agreement, as well as costs, fees, out-of-pocket expenses,
compensation and other amounts then due and payable in connection with the Existing Credit Agreement.


(d) Opinion
of Counsel. The Administrative Agent shall have received an opinion of the general counsel of ViacomCBS, dated the Effective Date,
in form and substance satisfactory to the Administrative Agent and customary for transactions of this type.


(e) Termination
of CBS Credit Agreement. On or prior to the Effective Date, all principal, accrued and unpaid interest, fees, premium, if any, and
other amounts outstanding under and with respect to the CBS Credit Agreement (other than any applicable Designated Letters of Credit)
shall have been repaid in full, all commitments to extend credit thereunder shall have been terminated and any security interests and
guarantees in connection therewith shall have been terminated and/or released. Each Lender party hereto that is a lender under the CBS
Credit Agreement on the Effective Date hereby waives the requirement for a notice of such termination pursuant to Section 2.13 of the
CBS Credit Agreement to be delivered three Business Days prior to the effectiveness of such termination.


Upon satisfaction of each of the conditions set
forth in this Section 4.1, ViacomCBS and the Administrative Agent shall execute a certificate of effectiveness in the form attached hereto
as Exhibit I confirming such satisfaction and confirming the Effective Date and, thereafter, the Administrative Agent shall promptly notify
the Lenders in writing of the Effective Date, and such notice shall be conclusive and binding.






    	 	 	 



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Section 4.2. 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 ViacomCBS shall have delivered to the Administrative
Agent a Closing Certificate of such Subsidiary Borrower, with appropriate insertions and attachments, one or more executed legal opinions
with respect to such Subsidiary Borrower, and, to the extent not previously provided in connection with Section 2.25 hereto, all documentation
and other information reasonably requested by any Lender through the Administrative Agent at least five Business Days prior to such initial
extension of credit to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation (in the case of a non-U.S. Subsidiary
Borrower only), in each case, in form and substance reasonably satisfactory to the Administrative Agent.


Section 4.3. All Credit Events.
The obligation of each Lender to make each Loan, and the obligation of each Issuing Lender to issue each Letter of Credit, are subject
to the satisfaction of the following conditions:


(a) The
Administrative Agent shall have received a request for, or notice of, such Credit Event if and as required by Section 2.3, 2.4, 2.6 or
2.7, as applicable;


(b) Each
of the representations and warranties made by ViacomCBS and, in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary Borrower,
in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on and as of the date of such Credit Event with
the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an
earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date;


(c) At
the time of and immediately after giving effect to such Credit Event no Default or Event of Default shall have occurred and be continuing;
and


(d) After
giving effect to such Credit Event, (i) with respect to Revolving Credit Loans, (A) the Outstanding Revolving Extensions of Credit of
each Lender shall not exceed such Lender’s Commitment then in effect unless, in the case of a Swingline Lender, such Swingline Lender
shall otherwise consent and (B) the Total Facility Exposure shall not exceed the Total Commitment then in effect, and (ii) with respect
to Multi-Currency Revolving Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed
the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not exceed the Total
Multi-Currency Sublimit.


Each Credit Event shall be deemed to constitute
a representation and warranty by ViacomCBS on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this
Section 4.3.






    	 	 	 



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ARTICLE V


COVENANTS


ViacomCBS covenants and agrees
with each Lender that, as long as the Commitments shall be in effect or the principal of or interest on any Loan shall be unpaid, or there
shall be any Aggregate LC Exposure, unless the Required Lenders shall otherwise consent in writing:


Section 5.1. Financial
Statements. ViacomCBS shall deliver to each of the Lenders:


(a)
within 60 days after the end of each of the first three quarterly fiscal periods of each fiscal year
of ViacomCBS, consolidated statements of operations and cash flows of ViacomCBS and its Consolidated Subsidiaries for such period and
for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheet
as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding
period in the preceding fiscal year, accompanied by a certificate of a Financial Officer of ViacomCBS which certificate shall state that
such financial statements fairly present the consolidated financial condition and results of operations of ViacomCBS and its Consolidated
Subsidiaries in accordance with GAAP as at the end of, and for, such period, subject to normal year-end audit adjustments; provided,
that the requirement herein for the furnishing of such quarterly financial statements may be fulfilled by providing to the Lenders the
report of ViacomCBS to the SEC on Form 10-Q for the applicable quarterly period, accompanied by the officer’s certificate described
in the last paragraph of this Section 5.1;


(b)
within 120 days after the end of each fiscal year of ViacomCBS, consolidated statements of operations
and cash flows of ViacomCBS and its Consolidated Subsidiaries for such year and the related consolidated balance sheet as at the end of
such year, setting forth in comparative form the corresponding consolidated figures for the preceding fiscal year, and accompanied by
an opinion thereon (unqualified as to the scope of the audit) of independent certified public accountants of recognized national standing,
which opinion shall state that such consolidated financial statements fairly present the consolidated financial condition and results
of operations of ViacomCBS and its Consolidated Subsidiaries as at the end of, and for, such fiscal year; provided, that the requirement
herein for the furnishing of annual financial statements may be fulfilled by providing to the Lenders the report of ViacomCBS to the SEC
on Form 10-K for the applicable fiscal year;


(c)
promptly upon their becoming publicly available, copies of all registration statements and regular
periodic reports (including without limitation any and all reports on Form 8-K), if any, which ViacomCBS or any of its Subsidiaries shall
have filed with the SEC or any national securities exchange;






    	 	 	 



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(d)
promptly upon the mailing thereof to the shareholders of ViacomCBS generally, copies of all financial
statements, reports and proxy statements so mailed;


(e)
within 30 days after a Responsible Officer of ViacomCBS knows or has reason to believe that any of
the events or conditions specified below with respect to any Plan or Multiemployer Plan have occurred or exist which would reasonably
be expected to result in a Material Adverse Effect, a statement signed by a senior financial officer of ViacomCBS setting forth details
respecting such event or condition and the action, if any, which ViacomCBS or its ERISA Affiliate proposes to take with respect thereto
(and a copy of any report or notice required to be filed with or given to the PBGC by ViacomCBS or an ERISA Affiliate with respect to
such event or condition):


(i)
any reportable event, as defined in Section 4043(c) of ERISA and the regulations issued thereunder,
with respect to a Plan, as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified
within 30 days of the occurrence of such event; provided, that a failure to meet the minimum funding standards of Section 412 or
430 of the Code or Section 302 of ERISA shall be a reportable event regardless of the issuance of any waiver in accordance with Section
412(c) of the Code or Section 302(c) of ERISA;


(ii)
the filing under Section 4041 of ERISA of a notice of intent to terminate any Plan or the termination
of any Plan;


(iii)
the institution by the PBGC of proceedings under Section 4042(a) of ERISA for the termination of,
or the appointment of a trustee under Section 4042(b) of ERISA to administer, any Plan, or the receipt by ViacomCBS or any ERISA Affiliate
of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan;


(iv)
the complete or partial withdrawal by ViacomCBS or any ERISA Affiliate under Section 4201 or 4204
of ERISA from a Multiemployer Plan, or the receipt by ViacomCBS or any ERISA Affiliate of notice from a Multiemployer Plan that it is
in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section
4041A of ERISA;


(v)
the institution of a proceeding by a fiduciary of any Multiemployer Plan against ViacomCBS or any
ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and


(vi)
a failure to make a required installment or other payment with respect to a Plan (within the meaning
of Section 430(k) of the Code), in which case the notice required hereunder shall be provided within 10 days after the due date for filing
notice of such failure with the PBGC;


(f)
promptly after a Responsible Officer of ViacomCBS knows or has reason to believe that any Default
or Event of Default has occurred, a notice of such Default or Event of Default describing it in reasonable detail and, together with such
notice or as






    	 	 	 



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soon thereafter as possible, a description of the action that ViacomCBS has taken and proposes to take with respect thereto;


(g)
promptly after a Responsible Officer of ViacomCBS knows that any change has occurred in ViacomCBS’s
Debt Rating by any Rating Agency, a notice describing such change; and


(h)
promptly from time to time such other information regarding the financial condition, operations or
business of ViacomCBS or any of its Subsidiaries (including, without limitation, any Plan or Multiemployer Plan and any reports or other
information required to be filed under ERISA) as any Lender through the Administrative Agent may reasonably request.


ViacomCBS will furnish to the Administrative Agent
and each Lender, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate (which
may be a copy in the case of each Lender) of a Financial Officer of ViacomCBS (a “Compliance Certificate”) (i) to the
effect that no Default or Event of Default has occurred and is continuing (or, if any Default or Event of Default has occurred and is
continuing, describing it in reasonable detail and describing the action that ViacomCBS has taken and proposes to take with respect thereto),
and (ii) setting forth in reasonable detail the computations (including any pro forma calculations as described in Section 1.2(c))
necessary to determine whether ViacomCBS is in compliance with the Financial Covenant as of the end of the respective quarterly fiscal
period or fiscal year. Each Lender hereby agrees that ViacomCBS may, in its discretion, provide any notice, report or other information
to be provided pursuant to this Section 5.1 to such Lender (i) by electronic mail to the electronic mail address provided by such Lender
and/or (ii) through access to a web site, including, without limitation, www.sec.gov.


Section 5.2. Corporate Existence,
Etc. ViacomCBS will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its
material rights, privileges and franchises (provided that (a) nothing in this Section 5.2 shall prohibit any transaction expressly
permitted under Section 5.4, (b) the corporate existence of any Subsidiary (other than a Subsidiary Borrower) may be terminated if, in
the good faith judgment of the board of directors or the Chief Financial Officer of ViacomCBS, such termination is in the best interests
of ViacomCBS and such termination would not have a Material Adverse Effect, and (c) ViacomCBS or such Material Subsidiary shall not be
required to preserve or maintain any such right, privilege or franchise if the board of directors of ViacomCBS or such Material Subsidiary,
as the case may be, shall determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business
of ViacomCBS or such Material Subsidiary, as the case may be); comply with the requirements of all applicable laws, rules, regulations
and orders of Governmental Authorities (including, without limitation, all Environmental Laws) and with all contractual obligations if
failure to comply with such requirements or obligations would reasonably be expected to result in a Material Adverse Effect; pay and discharge
all material taxes, assessments, governmental charges, levies or other obligations of whatever nature imposed on it or on its income or
profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge, levy
or other obligation the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves
are being maintained; maintain all its Property used or useful in its business in 






    	 	 	 



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good working order and condition, ordinary wear and
tear excepted, all as in the judgment of ViacomCBS or such Material Subsidiary may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times (provided that ViacomCBS or such Material Subsidiary shall
not be required to maintain any such Property if the failure to maintain any such Property is, in the judgment of ViacomCBS or such Material
Subsidiary, desirable in the conduct of the business of ViacomCBS or such Material Subsidiary); keep proper books of records and accounts
in which entries that are full, true and correct in all material respects shall be made in conformity with GAAP; and permit representatives
of any Lender, during normal business hours upon reasonable advance notice, to inspect any of its books and records and to discuss its
business and affairs with its Financial Officers or their designees, all to the extent reasonably requested by such Lender.


Section 5.3. Insurance.
ViacomCBS will, and will cause each of its Material Subsidiaries to, keep insured by financially sound and reputable insurers all Property
of a character usually insured by corporations engaged in the same or similar business and similarly situated against loss or damage of
the kinds and in the amounts consistent with prudent business practice and carry such other insurance as is consistent with prudent business
practice (it being understood that self-insurance shall be permitted to the extent consistent with prudent business practice).


Section 5.4. Prohibition of
Fundamental Changes. ViacomCBS will not, and will not permit any of its Material Subsidiaries to, (i) enter into any transaction of
merger, consolidation, liquidation or dissolution (including, without limitation, pursuant to an LLC Division) or (ii) Dispose of, in
one transaction or a series of related transactions, all or a substantial part of the consolidated assets of ViacomCBS and its Subsidiaries
taken as a whole, whether now owned or hereafter acquired (excluding (x) financings by way of sales of receivables or inventory, (y) inventory
or other Property Disposed of in the ordinary course of business and (z) obsolete or worn-out Property, tools or equipments no longer
used or useful in its business). Notwithstanding the foregoing provisions of this Section 5.4:


(a) any Subsidiary of
ViacomCBS may be merged or consolidated with or into: (i) ViacomCBS if ViacomCBS shall be
the continuing or surviving corporation or (ii) any other such Subsidiary; provided, that (x) if any such transaction shall be
between a Subsidiary and a Wholly Owned Subsidiary, such Wholly Owned Subsidiary shall be the continuing or surviving corporation and
(y) if any such transaction shall be between a Subsidiary and a Subsidiary Borrower, the continuing or surviving corporation shall be
a Subsidiary Borrower;


(b)
any Subsidiary of ViacomCBS may distribute, dividend or Dispose of any of or all its Property (upon
voluntary liquidation or otherwise) to ViacomCBS or a Wholly Owned Subsidiary of ViacomCBS;


(c)
ViacomCBS may merge or consolidate with or into any other Person if (i) either (x) ViacomCBS is the
continuing or surviving corporation or (y) the corporation formed by such consolidation or into which ViacomCBS is merged shall be a corporation
organized under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume the
obligations of ViacomCBS






    	 	 	 



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hereunder pursuant to a written agreement and shall have delivered to the Administrative Agent such agreement
and a certificate of a Responsible Officer and an opinion of counsel to the effect that such merger or consolidation complies with this
Section 5.4(c), and (ii) after giving effect thereto and to any repayment of Loans to be made upon consummation thereof (it being expressly
understood that no repayment of Loans is required solely by virtue thereof), no Default or Event of Default shall have occurred and be
continuing;


(d)
any Subsidiary of ViacomCBS may merge or consolidate with or into any other Person if, after giving
effect thereto and to any repayment of Loans to be made upon the consummation thereof (it being expressly understood that, except as otherwise
expressly provided in Section 4.2 with respect to Subsidiary Borrowers, no repayment of Loans is required solely by virtue thereof), no
Default or Event of Default shall have occurred and be continuing;


(e)
ViacomCBS or any Subsidiary of ViacomCBS may Dispose of its Property if, after giving effect thereto
and to any repayment of Loans to be made upon the consummation thereof (it being expressly understood that, except as otherwise expressly
provided in Section 4.2 with respect to Subsidiary Borrowers, no repayment of Loans is required solely by virtue thereof), no Default
or Event of Default shall have occurred and be continuing; and


(f)
any Subsidiary of ViacomCBS may consummate an LLC Division; provided that if any such LLC Division
is of a Subsidiary Borrower either (i) the Loans made to such Subsidiary Borrower shall be repaid or (ii) a resulting LLC of such LLC
Division shall comply with Section 4.2 with respect to becoming a Subsidiary Borrower.


Section 5.5. Limitation on
Liens. ViacomCBS shall not, directly or indirectly, create or suffer to exist, or permit any of its Subsidiaries to create or suffer
to exist, any Lien upon or with respect to any of its Properties, whether now owned or hereafter acquired, or assign, or permit any of
its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Indebtedness of any
Person, except:


(a)
purchase money Liens or purchase money security interests upon or in any Property acquired or held
by ViacomCBS or any Subsidiary of ViacomCBS in the ordinary course of business to secure the purchase price of such Property or to secure
Indebtedness incurred solely for the purpose of financing the acquisition of such Property;


(b)
Liens existing on Property at the time of its acquisition (other than any such Lien created in contemplation
of such acquisition);


(c)
Liens on Property of Persons which become or became Subsidiaries securing Indebtedness existing, with
respect to any such Person, on the date such Person becomes or became a Subsidiary (other than any such Lien created in contemplation
of such Person becoming a Subsidiary);






    	 	 	 



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(d)
Liens securing Indebtedness incurred by ViacomCBS or any Subsidiary of ViacomCBS; provided,
however, that the aggregate principal amount of Indebtedness referred to in this clause (d) secured by Liens shall not exceed $100,000,000
at any time outstanding; and


(e)
any Lien securing the renewal, extension or refunding of any Indebtedness secured by any Lien permitted
by clause (a), (b), (c) or (d) above that does not extend to Indebtedness other than that which is being renewed, extended or refunded.


Section 5.6. Limitation on
Subsidiary Indebtedness. ViacomCBS will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness
(which includes, for the purposes of this Section 5.6, any preferred stock), except:


(a) Indebtedness of any Person which is acquired by ViacomCBS or any of its Subsidiaries after the Effective
Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof;


(b) any
Indebtedness owing by ViacomCBS or any of its Subsidiaries to ViacomCBS or any of its Subsidiaries (including any intercompany Indebtedness
created by the declaration of any dividend (including a note payable dividend) by any Subsidiary to ViacomCBS or any of its other Subsidiaries);


(c) Indebtedness
(including backed-up commercial paper) of any Subsidiary Borrower under this Agreement;


(d) Indebtedness
outstanding on the Effective Date and set forth on Schedule 5.6;


(e) any
replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (c) or set forth on Schedule 5.6
that does not exceed the aggregate principal amount (plus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced
or extended (except that accrued and unpaid interest may be part of any refinancing);


(f) Indebtedness
incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and
any Indebtedness assumed in connection with the acquisition of any such assets; provided, that such Indebtedness is incurred prior
to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness
does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; and


(g) Indebtedness
incurred after the Effective Date; provided, that after giving effect thereto the aggregate principal amount of Indebtedness incurred
pursuant to this paragraph (g) that is outstanding on such date (it being understood that,
for the purposes of this paragraph (g), the term “Indebtedness” does not include Indebtedness excepted by any of clauses
(a) through (f) inclusive) does not exceed the greater of (i) an aggregate principal amount in excess of 5% of Consolidated Tangible
Assets (measured by reference to the then latest financial statements delivered pursuant to Section 5.1(a) or (b), as applicable; provided,
that prior to the delivery of any such financial statements, Consolidated Tangible Assets shall be measured by 






    	 	 	 



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reference to the most
recent financial statements referred to in Section 3.3) and (ii) $1,000,000,000 at any time.


Section 5.7. Consolidated Total
Leverage Ratio. ViacomCBS will not permit the Consolidated Total Leverage Ratio, as of the last day of any fiscal quarter of ViacomCBS,
to be greater than 4.50 to 1.00; provided that, following the consummation of a Qualifying Acquisition, if ViacomCBS shall so elect
by a notice delivered to the Administrative Agent within 60 days after the end of the fiscal period in which the consummation of such
Qualifying Acquisition occurs or in connection with the delivery of a Compliance Certificate, whichever is sooner; provided, however
that no Default or Event of Default may be declared under this Section 5.7 nor shall be deemed to have occurred for the period commencing
at the end of such fiscal quarter and until such election is made, such maximum Consolidated Total Leverage Ratio shall be increased to
5.00 to 1.00 at the end of and for the fiscal quarter during which such Qualifying Acquisition shall have been consummated and at the
end of and for each of the following three consecutive fiscal quarters. Following any election under this Section 5.7, ViacomCBS may not
make a subsequent election until after the required Consolidated Total Leverage Ratio level has returned to 4.50 to 1.00 for at least
two consecutive fiscal quarters following such election.


Section 5.8. Use of Proceeds.
On and after the Effective Date, each Borrower will use the proceeds of the Loans and will use the Letters of Credit hereunder solely
for general corporate purposes (in each case in compliance with all applicable legal and regulatory requirements, including, without limitation,
Regulation U and the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the regulations thereunder);
provided, that neither any Agent nor any Lender shall have any responsibility as to the use of any of such proceeds.


Section 5.9. Transactions with
Affiliates. Excepting transactions directly or indirectly entered into pursuant to any agreement entered into prior to the Effective
Date, or transactions contemplated by any agreement directly or indirectly entered into prior to the Effective Date, ViacomCBS will not,
and will not permit any of its Material Subsidiaries to, directly or indirectly enter into any material transaction with any Affiliate
of ViacomCBS except on terms at least as favorable to ViacomCBS or such Subsidiary as it could obtain on an arm’s-length basis.


ARTICLE VI


EVENTS OF DEFAULT


In case of the happening of any
of the following events (“Events of Default”);


(a)
(i) any Borrower shall default in the payment when due of any principal of any Loan or (ii) any Borrower
shall default in the payment when due of any interest on any Loan, any reimbursement obligation in respect of any LC Disbursement, any
Fee or any other amount payable by it hereunder and, in the case of this clause (ii), such default shall continue unremedied for a period
of five Business Days;






    	 	 	 



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(b)
any representation, warranty or certification made or deemed made herein (or in any modification or
supplement hereto) by any Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions
hereof, shall prove to have been false or misleading in any material respect as of the time made, deemed made or furnished;


(c)
(i) ViacomCBS shall default in the performance of any of its obligations under Sections 5.7 or 5.8,
(ii) ViacomCBS shall default in the performance of any of its obligations under Section 5.4 and, in the case of this clause (ii), such
default shall continue unremedied for a period of 5 days after notice thereof to ViacomCBS by the Administrative Agent or the Required
Lenders (through the Administrative Agent), or (iii) ViacomCBS shall default in the performance of any of its other obligations under
this Agreement and, in the case of this clause (iii), such default shall continue unremedied for a period of 15 days after notice thereof
to ViacomCBS by the Administrative Agent or the Required Lenders (through the Administrative Agent);


(d)
ViacomCBS or any of its Subsidiaries shall (i) fail to pay at final maturity any Indebtedness in an
aggregate amount in excess of $250,000,000, or (ii) fail to make any payment (whether of principal, interest or otherwise), regardless
of amount, due in respect of, or fail to observe or perform any other term, covenant, condition or agreement contained in any agreement
or instrument evidencing or governing, any such Indebtedness, in excess of $250,000,000 if the effect of any failure referred to in this
clause (ii) has caused such Indebtedness to become due prior to its stated maturity (it being agreed that for purposes of this paragraph
(d) only, the term “Indebtedness” shall include obligations under any interest rate protection agreement, foreign currency
exchange agreement or other interest or exchange rate hedging agreement and that the amount of any Person’s obligations under any
such agreement shall be the net amount that such Person could be required to pay as a result of a termination thereof by reason of a default
thereunder);


(e)
ViacomCBS or any of its Material Subsidiaries shall admit in writing its inability, or be generally
unable, to pay its debts as such debts become due;


(f) ViacomCBS
or any of its Material Subsidiaries shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver,
trustee or liquidator of itself or of all or a substantial part of its Property, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under the Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to
take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts,
(v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary
case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing;


(g)
a proceeding or a case shall be commenced in respect of ViacomCBS or any of its Material Subsidiaries,
without the application or consent of ViacomCBS or any of its Material Subsidiaries, in any court of competent jurisdiction, seeking (i)
its





    	 	 	 



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 liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a
trustee, receiver, custodian, liquidator or the like of ViacomCBS or such Material Subsidiary or of all or any substantial part of its
assets or (iii) similar relief in respect of ViacomCBS or such Material Subsidiary under any law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree
approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 or more days; or an
order for relief against ViacomCBS or such Material Subsidiary shall be entered in an involuntary case under the Bankruptcy Code;


(h)
subject to Schedule VI(h), a final judgment or judgments for the payment of money in excess of $250,000,000
in the aggregate shall be rendered by one or more courts, administrative tribunals or other bodies having jurisdiction against ViacomCBS
and/or any of its Material Subsidiaries and the same shall not be paid or discharged (or provision shall not be made for such discharge),
or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and ViacomCBS or the relevant Material
Subsidiary shall not, within said period of 60 days, or such longer period during which execution of the same shall have been stayed,
appeal therefrom and cause the execution thereof to be stayed during such appeal;


(i)
an event or condition specified in Section 5.1(e) shall occur or exist with respect to any Plan or
Multiemployer Plan and, as a result of such event or condition, together with all other such events or conditions, ViacomCBS or any ERISA
Affiliate shall incur or shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan or the PBGC (or any combination
of the foregoing) which would constitute a Material Adverse Effect; or


(j)
the guarantee by ViacomCBS contained in Section 8.1 shall cease, for any reason, to be in full force
and effect or ViacomCBS shall so assert;


then and in every such event (other than an event
with respect to ViacomCBS described in paragraph (f) or (g) above), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to ViacomCBS, take any or all of the following actions,
at the same or different times: (I) terminate forthwith the Commitments, (II) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of each Borrower accrued hereunder, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by each Borrower, anything contained
herein to the contrary notwithstanding, and (III) require that ViacomCBS deposit cash with the Administrative Agent, in an amount equal
to the Aggregate LC Exposure, as collateral security for the repayment of any future LC Disbursements; and in any event with respect to
any Borrower described in paragraph (f) or (g) above, (A) if such Borrower is ViacomCBS, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities
of each Borrower accrued hereunder, shall 






    	 	 	 



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automatically become due and payable and ViacomCBS shall be required to deposit cash with the
Administrative Agent, in an amount equal to the Aggregate LC Exposure, as collateral security for the repayment of any future drawings
under the Letters of Credit and (B) if such Borrower is a Subsidiary Borrower, the principal of the Loans made to such Subsidiary Borrower
then outstanding, together with accrued interest thereon and all other liabilities of such Subsidiary Borrower accrued hereunder, shall
automatically become due and payable and such Subsidiary Borrower shall be required to deposit cash with the Administrative Agent, in
an amount equal to the outstanding Letters of Credit issued to such Subsidiary Borrower, as collateral security for the repayment of any
future drawings under the Letters of Credit, in each case without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by each Borrower, anything contained herein to the contrary notwithstanding.


ARTICLE VII


THE
AGENTS


In order to expedite the transactions
contemplated by this Agreement, each Agent is hereby appointed to act as Agent on behalf of the Lenders. Each of the Lenders and the Issuing
Lenders hereby irrevocably authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are specifically
delegated to the Administrative Agent by the terms and provisions hereof, together with such actions and powers as are reasonably incidental
thereto. The Administrative Agent is hereby expressly authorized by the Lenders and the Issuing Lenders, without hereby limiting any implied
authority, (a) to receive on behalf of the Lenders and Issuing Lenders all payments of principal of and interest on the Loans and the
LC Disbursements and all other amounts due to the Lenders and the Issuing Lenders hereunder, and promptly to distribute to each Lender
and Issuing Lender its proper share of each payment so received, (b) to give notice on behalf of each of the Lenders to the Borrowers
of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with
its agency hereunder and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials
delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent.


Neither any Agent nor any of its
directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his
own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of
any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance
by any Borrower of any of the terms, conditions, covenants or agreements contained in this Agreement. The Agents shall not be responsible
to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or
agreements. None of the Agents or the Borrowers shall be subject to any fiduciary or other implied duties, regardless of whether a Default
or an Event of Default has occurred and is continuing, and no provision in the Loan Documents and no course of dealing between the parties
hereto shall be deemed to create any fiduciary duty owing to any Agent, any Lender, any Borrower or any Subsidiary, or any of their respective
Affiliates, by any party hereto. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting,
in accordance with written 






    	 	 	 



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instructions signed by the Required Lenders (or, when expressly required hereby, all the Lenders) and, except
as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders
and the Issuing Lenders. The Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument
or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or Persons. Neither
the Agents nor any of their directors, officers, employees or agents shall have any responsibility to any Borrower on account of the failure
of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender
on account of the failure of or delay in performance or breach by any other Agent, any other Lender or Issuing Lender or any Borrower
of any of their respective obligations hereunder or in connection herewith. The Administrative Agent may execute any and all duties hereunder
by or through agents or employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters
arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.


The Lenders and the Issuing Lenders
hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant
to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders.


Subject to the appointment and
acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders,
the Issuing Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint from the Lenders
a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint from the Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having
a combined capital and surplus of at least $500,000,000 or an affiliate of any such bank, which successor shall be acceptable to ViacomCBS
(such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor
bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After the Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.5 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.


With respect to the Loans made
by them and their LC Exposure hereunder, the Agents in their individual capacity and not as Agents shall have the same rights and powers
as any other Lender and may exercise the same as though they were not Agents, and the Agents and their affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Borrowers or any of their respective Subsidiaries or any Affiliate
thereof as if they were not Agents.






    	 	 	 



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Each Lender and Issuing Lender
agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or,
after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date)
of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders or the Issuing Lenders by the Administrative Agent,
including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the
Issuing Lenders, which shall not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold harmless the Administrative
Agent and any of its directors, officers, employees or agents, in the amount of such pro rata share, from and against any and all
liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating
to or arising out of this Agreement or any action taken or omitted by it under this Agreement, to the extent the same shall not have been
reimbursed by or on behalf of ViacomCBS; provided, that no Lender or Issuing Lender shall be liable to the Administrative Agent
or any such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative
Agent or any of its directors, officers, employees or agents.


Each Lender and Issuing Lender
acknowledges that it has, independently and without reliance upon the Agents or any other Lender or Issuing Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and
Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing Lender
and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.


None of the Documentation Agents,
the Syndication Agents, the Joint Lead Arrangers, the Joint Bookrunners or any managing agent shall have any duties, liabilities or responsibilities
hereunder in its capacity as such.

ARTICLE VIII


VIACOMCBS
GUARANTEE


Section 8.1. ViacomCBS
Guarantee. (a) Guarantee. In order to induce the Administrative Agent and the Lenders to become bound by this Agreement and
to make the Loans hereunder to the Subsidiary Borrowers, and in consideration thereof, ViacomCBS hereby unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Lenders, the prompt
and complete payment and performance by each Subsidiary Borrower when due (whether at stated maturity, by acceleration or otherwise) of
the Subsidiary Borrower Obligations, and ViacomCBS further agrees to pay any and all expenses (including, without limitation, all reasonable
fees, charges and disbursements of counsel) which may be paid or incurred by the Administrative Agent or by the Lenders in enforcing,
or obtaining advice of counsel in respect of, any of their rights under the guarantee contained in this Section 8.1(a). The guarantee
contained in this Section 8.1(a), 






    	 	 	 



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subject to Section 8.1(e), shall remain in full force and effect until the Subsidiary Borrower Obligations
are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto any Subsidiary Borrower may
be free from any Subsidiary Borrower Obligations. ViacomCBS agrees that whenever, at any time, or from time to time, it shall make any
payment to the Administrative Agent or any Lender on account of its liability under this Section 8.1, it will notify the Administrative
Agent and such Lender in writing that such payment is made under the guarantee contained in this Section 8.1 for such purpose. No payment
or payments made by any Subsidiary Borrower or any other Person or received or collected by the Administrative Agent or any Lender from
any Subsidiary Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application, at any
time or from time to time, in reduction of or in payment of the Subsidiary Borrower Obligations shall be deemed to modify, reduce, release
or otherwise affect the liability of ViacomCBS under this Section 8.1 which, notwithstanding any such payment or payments, shall remain
liable for the unpaid and outstanding Subsidiary Borrower Obligations until, subject to Section 8.1(e), the Subsidiary Borrower Obligations
are paid in full and the Commitments are terminated.


(b) No
Subrogation, Etc. Notwithstanding any payment or payments made by ViacomCBS hereunder, or any setoff or application of funds of ViacomCBS
by the Administrative Agent or any Lender, ViacomCBS shall not be entitled to be subrogated to any of the rights of the Administrative
Agent or any Lender against any Subsidiary Borrower or against any collateral security or guarantee or right of offset held by the Administrative
Agent or any Lender for the payment of the Subsidiary Borrower Obligations, nor shall ViacomCBS seek or be entitled to seek any contribution,
reimbursement, exoneration or indemnity from or against any Subsidiary Borrower in respect of payments made by ViacomCBS hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Borrower Obligations
are paid in full and the Commitments are terminated. So long as the Subsidiary Borrower Obligations remain outstanding, if any amount
shall be paid by or on behalf of any Subsidiary Borrower or any other Person to ViacomCBS on account of any of the rights waived in this
Section 8.1, such amount shall be held by ViacomCBS in trust, segregated from other funds of ViacomCBS, and shall, forthwith upon receipt
by ViacomCBS, be turned over to the Administrative Agent in the exact form received by ViacomCBS (duly indorsed by ViacomCBS to the Administrative
Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative
Agent may determine.


(c) Amendments,
Etc. with Respect to the Subsidiary Borrower Obligations. ViacomCBS shall remain obligated under this Section 8.1 notwithstanding
that, without any reservation of rights against ViacomCBS, and without notice to or further assent by ViacomCBS, any demand for payment
of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may
be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary
Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed
and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the





    	 	 	 



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Required Lenders
(or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at
any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect
or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section
8.1 or any property subject thereto.


(d) Guarantee
Absolute and Unconditional. ViacomCBS waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary
Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this
Section 8.1 or acceptance of the guarantee contained in this Section 8.1; the Subsidiary Borrower Obligations shall conclusively be deemed
to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this
Section 8.1; and all dealings between ViacomCBS or the Subsidiary Borrowers, on the one hand, and the Administrative Agent and the Lenders,
on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this
Section 8.1. ViacomCBS waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon ViacomCBS
or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained in this Section 8.1 shall be construed
as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement,
any of the Subsidiary Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at
any time or from time to time held by the Administrative Agent or any Lender, (b) the legality under applicable requirements of law of
repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law purporting
to render any Subsidiary Borrower Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment
or performance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by ViacomCBS against the Administrative
Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of ViacomCBS or any Subsidiary Borrower)
which constitutes, or might be construed to constitute, an equitable or legal discharge of
any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of ViacomCBS under the guarantee contained in this Section
8.1, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this
Section 8.1 against ViacomCBS, the Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and
remedies as it may have against any Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary
Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue
such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Person or to realize upon any
such collateral security or guarantee or to exercise any such right of offset, or any release of any Subsidiary Borrower or any such other
Person or of any such collateral security, guarantee or right of offset, shall not relieve ViacomCBS of any liability under this Section
8.1, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative
Agent and the Lenders against ViacomCBS.






    	 	 	 



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(e) Reinstatement.
The guarantee contained in this Section 8.1 shall continue to be effective, or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any of the Subsidiary Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative
Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Subsidiary Borrower or upon or
as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Subsidiary Borrower
or any substantial part of its property, or otherwise, all as though such payments had not been made.


(f) Payments.
ViacomCBS hereby agrees that any payments in respect of the Subsidiary Borrower Obligations pursuant to this Section 8.1 will be paid
to the Administrative Agent without setoff or counterclaim in Dollars at the office of the Administrative Agent specified in Section 9.1.
Notwithstanding the foregoing, any payments in respect of the Subsidiary Borrower Obligations pursuant to this Section 8.1 with respect
to any Loan denominated in any Foreign Currency (including principal of or interest on any such Loan or other amounts) hereunder shall
be made without setoff or counterclaim to the Administrative Agent at its offices at JPMorgan Chase Bank, N.A., 500 Stanton Christiana
Rd, NCC5, Newark, DE, 19713-2107, Floor 01, in the relevant Foreign Currency and in immediately available funds.


ARTICLE IX


MISCELLANEOUS


Section 9.1. Notices. Notices
and other communications provided for herein shall be in writing (or, where permitted to be made by telephone, shall be confirmed promptly
in writing) and shall be delivered by hand or overnight courier service, mailed, electronically mailed or sent by facsimile as follows:


(a)
if to ViacomCBS, to it at ViacomCBS Inc., 1515 Broadway, New York, New York 10036, Attention: Treasurer
(Email: viacomtreasurysupport@viacom.com), with a copy to General Counsel (Email: LegalNotices@viacom.com;


(b)
if to the Administrative Agent, to it at JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York,
New York 10179, Attention: Tina Ruyter (Facsimile No.: (212) 270-5127), with a copy to JPMorgan Chase Bank, N.A., Loan and Agency Services,
500 Stanton Christiana Rd, NCC5, Newark, DE, 19713-2107, Floor 01, Attention: Mary Crews (Facsimile No.: (302) 634-5758, Email: mary.crews@jpmorgan.com);


(c)
if to any Issuing Lender, to it at the address for notices specified in the applicable Issuing Lender
Agreement;


(d)
if to a Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire
or in the Assignment and Acceptance or New Lender Supplement (as the case may be) pursuant to which such Lender shall have become a party
hereto; and






    	 	 	 



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(e)
if to a Subsidiary Borrower, to it at its address set forth in the relevant Subsidiary Borrower Request.


Notwithstanding the foregoing, each of ViacomCBS,
any other Borrower, the Administrative Agent, any Issuing Lender and any Lender may, in its discretion, provide any notice, report or
other information to be provided under this Agreement to a Lender (i) by electronic mail to the electronic mail address provided by such
Lender in its Administrative Questionnaire and/or (ii) through access to a web site. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on (A) the date of receipt if delivered
by hand or overnight courier service or sent by facsimile or electronic mail (except that, if not received during normal business hours
for the recipient, the next Business Day for the recipient), (B) the date of posting if given by web site access, (C) the date of such
telephone call, if permitted by the terms hereof and if promptly confirmed in writing, or (D) on the date five Business Days after dispatch
by registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.1
or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.1. Any party hereto may change
its address or facsimile number for notices and other communications hereunder by written notice to the Borrowers and the Administrative
Agent.


Section 9.2. Survival of Agreement.
All representations and warranties made hereunder and in any certificate delivered pursuant hereto or in connection herewith shall be
considered to have been relied upon by the Agents and the Lenders and shall survive the execution and delivery of this Agreement and the
making of the Loans and other extensions of credit hereunder, regardless of any investigation made by the Agents or the Lenders or on
their behalf.


Section 9.3. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of each Borrower, each Agent and each Lender and their respective successors
and assigns, except that ViacomCBS shall not have the right to assign its rights or obligations hereunder or any interest herein without
the prior consent of all the Lenders.


Section 9.4. Successors and
Assigns. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party, and all covenants, promises and agreements by or on behalf of each Borrower, any Agent or any Lender that are
contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.


(b) Each
Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all
or a portion of its Commitment or Swingline Commitment and the Loans at the time owing to it); provided, however, that (i)
except in the case of an assignment to a Lender or a Lender Affiliate (other than if at the time of such assignment, such Lender or Lender
Affiliate would be entitled to require any Borrower to pay greater amounts under Section 2.20(a) than if no such assignment had occurred,
in which case such assignment shall be subject to the consent requirement of this clause (i)), ViacomCBS, the Administrative Agent and
each Issuing Lender must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed);
provided that no such consent of ViacomCBS shall be required if an Event of Default





    	 	 	 



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under paragraphs (a), (f) or (g) has occurred
and is continuing at the time of such assignment, (ii) (x) except in the case of assignments to any Person that is a Lender prior to giving
effect to such assignment, the amount of the aggregate Commitments and/or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $10,000,000 (or, if applicable, the Dollar equivalent thereof) (or such lesser amount as may be agreed by the Administrative
Agent) and (y) the amount of the aggregate Commitments and/or Loans retained by any assigning Lender (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 (or, if applicable,
the Dollar equivalent thereof) (or such lesser amount as may be agreed by the Administrative Agent), unless (in the case of clause (x)
or (y) above) the assigning Lender’s Commitment and Loans (other than any Competitive Loans) are being reduced to $0 pursuant to
such assignment, (iii) the assignor and assignee shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire. Upon acceptance and recording pursuant to Section 9.4(e), from and after the effective date specified
in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof (or any lesser
period to which the Administrative Agent and ViacomCBS may agree), (A) the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto (but shall continue to be entitled to the benefits
of Sections 2.15, 2.16, 2.20 and 9.5, as well as to any Fees accrued for its account hereunder and not yet paid)). Notwithstanding the
foregoing, any Lender or Issuing Lender assigning its rights and obligations under this Agreement may maintain any Competitive Loans or
Letters of Credit made or issued by it outstanding at such time, and in such case shall retain its rights hereunder in respect of any
Loans or Letters of Credit so maintained until such Loans or Letters of Credit have been repaid or terminated in accordance with this
Agreement. Notwithstanding anything to the contrary contained herein, no such assignment shall be made to a natural person, ViacomCBS
or any of its Affiliates or Subsidiaries, or a Defaulting Lender or any of its Subsidiaries.


(c) By
executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal
and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender, (ii)
except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with this Agreement or any other instrument or document
furnished pursuant hereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto or the financial condition of ViacomCBS or any of its Subsidiaries or the performance
or observance by ViacomCBS or any of its Subsidiaries of any of its obligations under this Agreement or any other instrument or document
furnished pursuant





    	 	 	 



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 hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial
statements delivered pursuant to Sections 3.2 and 5.1 and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance
upon the Administrative Agent, such assigning Lender or any other Agent or Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such
assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under
this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of
this Agreement are required to be performed by it as a Lender.


(d) The
Administrative Agent, acting for this purpose as a non-fiduciary agent of each Borrower, shall maintain at one of its offices in The City
of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error and each Borrower,
the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as
a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower and any Lender at
any reasonable time and from time to time upon reasonable prior notice.


(e) Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred
to in paragraph (b) above and, if required, the written consent of ViacomCBS, the Administrative Agent and each Issuing Lender to such
assignment, the Administrative Agent shall (i) accept such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to ViacomCBS.


(f) Each
Lender may without the consent of any Borrower, the Agents or any Issuing Lender sell participations to one or more banks, other financial
institutions or other entities (provided, that any such other entity is not a competitor of ViacomCBS or any Affiliate of ViacomCBS)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing
to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks,
financial institutions or other entities shall be entitled to the benefit of the cost protection provisions contained in Sections 2.15,
2.16 and 2.20 to the same extent as if they were Lenders (provided, that additional amounts payable to any Lender pursuant to Section
2.20 shall be determined as if such Lender had not sold any such participations) and (iv) the Borrowers, the Agents and the other Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement,
and such





    	 	 	 



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Lender shall retain the sole right to enforce the obligations of each Borrower relating to the Loans and the Letters of Credit
and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers
decreasing any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans or LC Disbursements,
extending any scheduled principal payment date or date fixed for the payment of interest on the Loans or LC Disbursements or of LC Fees
or Facility Fees, increasing the amount of or extending the Commitments or releasing the guarantee contained in Section 8.1, in each case
to the extent the relevant participant is directly affected thereby). Each Lender that sells a participation shall, acting solely for
this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant
and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement
(the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining any Participant Register.


(g) Any
Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this
Section 9.4, disclose to the assignee or participant or proposed assignee or participant any information relating to any Borrower furnished
to such Lender by or on behalf of such Borrower; provided, that, prior to any such disclosure of information designated by such
Borrower as confidential, each such assignee or participant or proposed assignee or participant shall execute a Confidentiality Agreement
(or enter into confidentiality undertakings substantially similar to those in Exhibit D hereto) whereby such assignee or participant shall
agree (subject to the exceptions set forth therein) to preserve the confidentiality of such confidential information. A copy of each such
Confidentiality Agreement executed by an assignee shall be promptly furnished to ViacomCBS. It is understood that confidential information
relating to the Borrowers would not ordinarily be provided in connection with assignments or participations of Competitive Loans.


(h) Notwithstanding
the limitations set forth in paragraph (b) above, (i) any Lender may at any time assign or pledge all or any portion of its rights under
this Agreement to a Federal Reserve Bank and (ii) any Lender which is a “fund” may at any time assign or pledge all or any
portion of its rights under this Agreement to secure such Lender’s indebtedness, in each case without the prior written consent
of any Borrower, the Administrative Agent or any Issuing Lender; provided, that each such assignment shall be made in accordance
with applicable law and no such assignment shall release a Lender from any of its obligations hereunder. In order to facilitate any such
assignment, each Borrower shall, at the request of the assigning Lender, duly execute and deliver to the assigning Lender a registered
promissory note or notes evidencing the Loans made to such Borrower by the assigning Lender hereunder.


(i) Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Bank”) may grant to a special purpose funding vehicle
(an “SPC”), identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the
relevant Borrower, the option to provide to such Borrower all or any part of any Loan that such Granting Bank would otherwise be obligated
to make to such Borrower pursuant to this Agreement;






    	 	 	 



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provided, that (i) nothing herein shall constitute a commitment by any SPC
to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the
Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize
the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. Each party hereto hereby
agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Bank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper
or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.
In addition, notwithstanding anything to the contrary contained in this Section, any SPC may (i) with notice to, but without the prior
written consent of, the relevant Borrower, the Administrative Agent and the Issuing Lenders and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to the Granting Bank or to any financial institutions (consented to by such Borrower,
the Administrative Agent and each Issuing Lender) providing liquidity and/or credit support to or for the account of such SPC to support
the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This section
may not be amended without the written consent of any SPC which has been identified as such by the Granting Bank to the Administrative
Agent and the relevant Borrower and which then holds any Loan pursuant to this paragraph (i).


(j) Neither
ViacomCBS nor any Subsidiary Borrower shall assign or delegate any of its rights or duties hereunder without the prior consent of all
the Lenders; provided that ViacomCBS may assign or delegate any of its rights or duties hereunder (excepting its rights and duties
pursuant to Section 8.1) to any Subsidiary Borrower and any Subsidiary Borrower may assign or delegate any of its rights or duties hereunder
to ViacomCBS or to any other Subsidiary Borrower, in each case without the prior consent of the Lenders unless such assignment would adversely
affect the Lenders; provided further, that ViacomCBS may and any Subsidiary Borrower may assign or delegate any of its rights and
duties hereunder pursuant to a merger or consolidation permitted by Section 5.4(a), (c) or (f) without the prior consent of the Lenders.


Section 9.5. Expenses; Indemnity.
(a) ViacomCBS agrees to pay all reasonable legal and other out-of-pocket expenses incurred by JPMorgan Chase, in its capacity as a Joint
Lead Arranger and in its capacity as a Joint Bookrunner, and by the Administrative Agent and their respective affiliates in connection
with the preparation, negotiation, execution and delivery of this Agreement or in connection with any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by any Agent, any Lender
or any Issuing Lender in connection with the enforcement or protection of the rights of the Agents, the Lenders or the Issuing Lenders
under this Agreement or in connection with the Loans made or the Letters of Credit issued hereunder, including, without limitation, the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for JPMorgan Chase, in its capacity as a Joint
Lead Arranger and in its capacity as a Joint Bookrunner, and the Administrative Agent, and, in connection with any such






    	 	 	 



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enforcement or
protection, the reasonable fees, charges and disbursements of any other counsel for any Agent, Lender or Issuing Lender.


(b) ViacomCBS
agrees to indemnify and hold harmless each Agent, each Lender, each Issuing Lender and each of their respective directors, officers, employees,
affiliates and agents (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person, upon its demand,
for, any losses, claims, damages, liabilities or other expenses (“Losses”), to which such Indemnified Person becomes
subject insofar as such Losses arise out of or in any way relate to or result from (i) the execution or delivery of this Agreement, any
Letter of Credit or any agreement or instrument contemplated hereby (and any amendment hereto or thereto), the performance by the parties
hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby
or thereby or (ii) the use (or proposed use) of the proceeds of the Loans or other extensions of credit hereunder, including, without
limitation, Losses consisting of reasonable legal, settlement or other expenses incurred in connection with investigating, defending or
participating in any legal proceeding relating to any of the foregoing (whether commenced by any Borrower or any Indemnified Person and
whether or not such Indemnified Person is a party thereto); provided, that the foregoing will not apply to any Losses to which
an Indemnified Person becomes subject to the extent they are found by a final non-appealable decision of a court of competent jurisdiction
to have resulted from the gross negligence or willful misconduct of such Indemnified Person. No Indemnified Person shall be liable for
any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other
information transmission systems (provided, that the foregoing will not apply to any Losses to the extent they are found by a final
non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such
Indemnified Person).


(c) The
provisions of this Section 9.5 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement,
the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any
term or provision of this Agreement or any investigation made by or on behalf of any Agent or Lender. All amounts under this Section 9.5
shall be payable on written demand therefor.


Section 9.6. Right of Setoff.
If an Event of Default shall have occurred and be continuing, each Agent and each Lender is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such Agent or Lender to or for the credit or the account of any
Borrower against any of and all the obligations of such Borrower now or hereafter existing under this Agreement or the Administrative
Agent Fee Letter held by such Agent or Lender which shall be due and payable. The rights of each Agent and each Lender under this Section
9.6 are in addition to other rights and remedies (including other rights of setoff) which such Agent or Lender may have.


Section 9.7. APPLICABLE LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.






    	 	 	 



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Section 9.8. Waivers; Amendment.
(a) No failure or delay of any Agent, any Issuing Lender or any Lender in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies
of the Agents, the Issuing Lenders and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies which they
would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Borrower from any such provision
shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No notice or demand on any Borrower in any case shall entitle any Borrower
to any other or further notice or demand in similar or other circumstances.


(b) Neither this Agreement nor
any provision hereof may be waived, amended or modified except pursuant to an agreement in writing entered into by the Borrowers and the
Required Lenders (subject to Section 2.24(ii) with respect to any Defaulting Lender) or as contemplated by Section 2.12(b); provided,
however, that no such agreement shall (i) reduce the amount or extend the scheduled date of maturity of any Loan, or reduce the stated
amount of any LC Disbursement, interest or fee payable hereunder or extend the scheduled date of any payment thereof or increase the amount
or extend the expiration date of any Commitment of any Lender, in each case without the prior written consent of each Lender directly
affected thereby (except as set forth in Section 2.26); (ii) amend, modify or waive any provision of this Section 9.8(b), or reduce the
percentage specified in the definition of “Required Lenders”, release the guarantee contained in Section 8.1 or consent
to the assignment or delegation by ViacomCBS or any Subsidiary Borrower of any of its rights and obligations under this Agreement (except
(A) by ViacomCBS (excepting its rights and duties pursuant to Section 8.1) to any Subsidiary Borrower or (B) by any Subsidiary Borrower
to ViacomCBS or to any other Subsidiary Borrower and as set forth in Section 9.4(j)), in each case without the prior written consent of
all the Lenders; (iii) amend, modify or waive Section 2.17(a) in a manner that would alter the pro rata allocation of payments
required thereby without the prior written consent of all the Lenders; (iv) amend, modify or waive the condition precedent set forth in
Section 4.1(c) without the prior written consent of all the Lenders; or (v) amend, modify or waive any provision of Article VII without
the prior written consent of each Agent affected thereby; provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Swingline Lenders or the Issuing Lenders hereunder in such capacity without
the prior written consent of the Administrative Agent, each Swingline Lender directly affected thereby or each Issuing Lender directly
affected thereby, as the case may be.


Section 9.9. Entire Agreement.
This Agreement (together with the Issuing Lender Agreements, the Subsidiary Borrower Designations, the Subsidiary Borrower Requests and
the Administrative Agent Fee Letter) constitutes the entire contract between the parties relative to the subject matter hereof (but not
any provision of the Commitment Letter referred to in the Administrative Agent Fee Letter that by the terms of such document survive the
execution of this Agreement). Any previous agreement among the parties with respect to the subject matter hereof is superseded by this
Agreement. Nothing in this Agreement, expressed or implied, is 






    	 	 	 



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intended to confer upon any party other than the parties hereto any rights,
remedies, obligations or liabilities under or by reason of this Agreement.


Section 9.10. WAIVER OF JURY
TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.


Section 9.11. Severability.
In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


Section 9.12. Counterparts.
This Agreement may be executed in two or more counterparts, each of which constitute an original but all of which when taken together
shall constitute but one contract, and shall become effective as provided in Section 9.3.


Section 9.13. Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


Section 9.14. Jurisdiction;
Consent to Service of Process. (a) Each Borrower hereby irrevocably and unconditionally submits, for itself and its Property, to the
exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Each Subsidiary Borrower designates and directs ViacomCBS at its offices
at 1515 Broadway, New York, New York 10036, as its agent to receive service of any and all process and documents on its behalf in any
legal action or proceeding referred to in this Section 9.14 in the State of New York and agrees that service upon such agent shall constitute
valid and effective service upon such Subsidiary Borrower and that failure of ViacomCBS to give any notice of such service to any Subsidiary
Borrower shall not affect or impair in any way the validity of such service or of any judgment rendered in any action or proceeding based
thereon. Nothing in this Agreement 






    	 	 	 



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shall affect any right that any Agent or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement against any Borrower or its Properties in the courts of any jurisdiction.


(b) Each
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in
any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


(c) Each party to this
Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other manner permitted by law.


Section 9.15. Confidentiality.
(a) Each Lender agrees to keep confidential and not to disclose (and to cause its affiliates, officers, directors, employees, agents and
representatives to keep confidential and not to disclose) and, at the request of ViacomCBS (except as provided below or if such Lender
is required to retain any Confidential Information (as defined below) pursuant to customary internal or banking practices, bank regulations
or applicable law), promptly to return to ViacomCBS or destroy the Confidential Information and all copies thereof, extracts therefrom
and analyses or other materials based thereon, except that such Lender shall be permitted to disclose Confidential Information (i) to
such of its officers, directors, employees, agents, affiliates and representatives as need to know such Confidential Information in connection
with such Lender’s participation in this Agreement, each of whom shall be informed by such Lender of the confidential nature of
the Confidential Information and shall agree to be bound by the terms of this Section 9.15; (ii) to the extent required by applicable
laws and regulations or by any subpoena or similar legal process or requested by any Governmental Authority or agency having jurisdiction
over such Lender or any affiliate of such Lender; provided, however, that, except in the case of disclosure to bank regulators
or examiners in accordance with customary banking practices, if legally permitted written notice of each instance in which Confidential
Information is required or requested to be disclosed shall be furnished to ViacomCBS not less than 30 days prior to the expected date
of such disclosure or, if 30 days’ notice is not practicable under the circumstances, as promptly as practicable under the circumstances;
(iii) to the extent such Confidential Information (A) is or becomes publicly available other than as a result of a breach of this Agreement,
(B) becomes available to such Lender on a non-confidential basis from a source other than a party to this Agreement or any other party
known to such Lender to be bound by an agreement containing a provision similar to this Section 9.15 or (C) was available to such Lender
on a non-confidential basis prior to this disclosure to such Lender by a party to this Agreement or any other party known to such Lender
to be bound by an agreement containing a provision similar to this Section 9.15; (iv) as permitted by Section 9.4(g); or (v) to the extent
ViacomCBS shall have consented to such disclosure in writing. As used in this Section 9.15, “Confidential Information”
shall mean any materials, documents or information furnished by or on behalf of any Borrower in connection with this Agreement designated
by or on behalf of such Borrower as confidential.






    	 	 	 



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(b) Each
Lender (i) agrees that, except to the extent the conditions referred to in subclause (A), (B) or (C) of clause (iii) of paragraph (a)
above have been met and as provided in paragraph (c) below, (A) it will use the Confidential Information only in connection with its participation
in this Agreement and (B) it will not use the Confidential Information in connection with any other matter or in a manner prohibited by
any law, including, without limitation, the securities laws of the United States and (ii) understands that breach of this Section 9.15
might seriously prejudice the interest of the Borrowers and that the Borrowers are entitled to equitable relief, including an injunction,
in the event of such breach.


(c) Notwithstanding
anything to the contrary contained in this Section 9.15, each Agent and each Lender shall be entitled to retain all Confidential Information
for so long as it remains an Agent or a Lender to use solely for the purposes of servicing the credit and protecting its rights hereunder.


Section 9.16. Waiver of Notice
of Termination Period. By its execution of this Agreement, each Lender hereby waives any right to notice of termination, or any notice
period with respect to the termination, of the Existing Credit Agreement that such Lender may have had under the Existing Credit Agreement.


Section 9.17. Termination of
Subsidiary Borrower Designation. ViacomCBS may from time to time deliver a subsequent Subsidiary Borrower Designation with respect
to any Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose of terminating such Subsidiary Borrower’s
designation as such, so long as, on the effective date of such termination, all Subsidiary Borrower Obligations in respect of such Subsidiary
Borrower shall have been paid in full. In addition, if on any date a Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary
Borrower Obligations in respect of such Subsidiary Borrower shall automatically become due and payable on such date and no further Loans
may be borrowed by such Subsidiary Borrower hereunder.


Section 9.18. Patriot Act Notice.
Each Lender and each Agent (for itself and not on behalf of any other party) hereby notifies the Borrowers that, pursuant to the requirements
of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Patriot Act”), it is required
to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers
and other information that will allow such Lender or such Agent, as applicable, to identify the Borrowers in accordance with the Patriot
Act.


Section 9.19. No Fiduciary
Relationship. ViacomCBS, on behalf of itself, the Subsidiary Borrowers and its other Subsidiaries, agrees that in connection with
all aspects of the transactions contemplated hereby and any communications in connection therewith, the Borrowers, the Subsidiaries and
their Affiliates, on the one hand, and the Agents, the Lenders, the Issuing Lenders and their affiliates, on the other hand, will have
a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents, the Lenders,
the Issuing Lenders or their affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.






    	 	 	 



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Section 9.20. Material Non-Public
Information. (a) Each Lender acknowledges that all information, including requests for
waivers and amendments, furnished by any Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering,
this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to each Borrower and the Administrative
Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures
and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire
a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including
Federal, state and foreign securities laws.


(b) Each
Borrower and each Lender acknowledges that, if information furnished by any Borrower pursuant to or in connection with this Agreement
is being distributed by the Administrative Agent through IntraLinks/IntraAgency, SyndTrak or another website or other information platform
(the “Platform”), the Administrative Agent shall only post information furnished by any Borrower pursuant to or in
connection with this Agreement on that portion of the Platform as is designated for representatives of Lenders that are willing to receive
MNPI unless such Borrower has indicated such information does not contain MNPI.


(c) Upon
request by the Administrative Agent, each Borrower agrees to specify whether any information furnished by such Borrower to the Administrative
Agent pursuant to, or in connection with, this Agreement contains MNPI.


Section 9.21. Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other
agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion
Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


(a) the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that may
be payable to it by any party hereto that is an EEA Financial Institution; and


(b) the
effects of any Bail-In Action on any such liability, including, if applicable, (i) a reduction
in full or in part or cancelation of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under any Loan Document or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down
and Conversion Powers of any EEA Resolution Authority.


Section 9.22. Certain ERISA Matters.






    	 	 	 



    96 


    


(a) Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following
is and will be true:


(i)
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or
otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments or this Agreement,


(ii)
the transaction exemption set forth in one or more PTEs, such as PTE 84-14
(a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class
exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions
involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective
investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with
respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the Commitments and this Agreement,


(iii)
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager”
(within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of
such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement,
(C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,
the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
and this Agreement, or


(iv)
such other representation, warranty and covenant as may be agreed in writing between the Administrative
Agent, in its sole discretion, and such Lender.


(b) In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has
provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent
is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection





    	 	 	 



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with the reservation
or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto.


[Remainder of the page left
blank intentionally; Signature page to follow.]


 






    	 	 	 



     


    

EXHIBIT B-1


Form of Competitive Bid Request


 


 


 






    	 	 	 



     


    

EXHIBIT B-2


Form of Notice of Competitive
Bid Request


 


 


 






    	 	 	 



     


    

EXHIBIT B-3


Form of Competitive Bid


 


 


 






    	 	 	 



     


    

EXHIBIT B-4


Form of Revolving Credit Borrowing
Request


 


 


 






    	 	 	 



     


    

ANNEX I


Pricing Grid