an arm's-length basis.
SECTION 5.10.
Negative Pledge Clauses.
CBS will not, and will not
permit any of its Subsidiaries, to enter into or permit to become effective any
agreement that prohibits or limits (including by requiring the creation of an
equal and ratable Lien for another obligation) its ability to create, incur,
assume or suffer to exist any Lien upon any of its Properties or revenues,
whether now owned or hereafter acquired, to secure the CBS Obligations
("Negative Pledges"), other than:
(A)
THIS AGREEMENT;
(B)
THE EXISTING INDENTURES, AND ANY OTHER INDENTURE, LOAN OR NOTE
AGREEMENT OR SIMILAR AGREEMENT UNDER WHICH CBS OR ANY OF THE SUBSIDIARIES MAY
INCUR INDEBTEDNESS CONTAINING A NEGATIVE PLEDGE NO MORE RESTRICTIVE THAN THAT IN
SECTION 1010 OF THE 2008 INDENTURE;
(C)
RESTRICTIONS IMPOSED BY ANY AGREEMENT RELATING TO INDEBTEDNESS OR
OTHER OBLIGATIONS PERMITTED TO BE SECURED UNDER SECTION 5.5, TO THE EXTENT SUCH
RESTRICTIONS APPLY ONLY TO THE ASSETS SECURING SUCH INDEBTEDNESS OR OTHER
OBLIGATIONS;
(D)
RESTRICTIONS IN PARTNERSHIP, JOINT VENTURE AND SIMILAR AGREEMENTS
AND ORGANIZATIONAL DOCUMENTS RELATING TO PARTNERSHIPS, JOINT VENTURES AND OTHER
ENTITIES OWNED BY CBS OR ANY SUBSIDIARY AND ONE OR MORE THIRD PARTIES, TO THE
EXTENT SUCH RESTRICTIONS APPLY ONLY TO THE PROPERTIES OR REVENUES OF SUCH
ENTITIES AND TO EQUITY INTERESTS IN SUCH ENTITIES (OR IN ENTITIES CONDUCTING NO
SIGNIFICANT BUSINESS OTHER THAN THE DIRECT OR INDIRECT OWNERSHIP OF SUCH EQUITY
INTERESTS);
(E)
RESTRICTIONS CONTAINED IN AGREEMENTS OF ANY SUBSIDIARY THAT WERE
IN EFFECT AT THE TIME IT BECAME A SUBSIDIARY, SO LONG AS SUCH RESTRICTIONS APPLY
ONLY TO THE PROPERTIES OR REVENUES OF OR EQUITY INTERESTS IN SUCH SUBSIDIARY
(AND ITS SUBSIDIARIES) AND NOT TO THOSE OF CBS OR ANY OTHER SUBSIDIARY;
(F)
CUSTOMARY PROVISIONS IN LEASES AND OTHER AGREEMENTS RESTRICTING
THE ASSIGNMENT THEREOF;
(G)
AGREEMENTS GOVERNING RECEIVABLES SECURITIZATION TRANSACTIONS,
CAPITAL LEASES AND OTHER AGREEMENTS NOT EVIDENCING OR GOVERNING INDEBTEDNESS
CONTAINING CONTRACTUAL OBLIGATIONS WHICH LIMIT LIENS ON THE ASSETS OR REVENUES
THAT ARE THE SUBJECT OF OR RELATED TO THE TRANSACTIONS PROVIDED FOR IN SUCH
AGREEMENTS;
(H)
AGREEMENTS OF FOREIGN SUBSIDIARIES, TO THE EXTENT THE RESTRICTIONS
CONTAINED THEREIN APPLY ONLY TO THE PROPERTIES AND REVENUES OF FOREIGN
SUBSIDIARIES; AND
63
(I)
AGREEMENTS IN EFFECT ON THE DATE HEREOF AND AGREEMENTS EXTENDING,
RENEWING OR REPLACING SUCH AGREEMENTS, OR REFINANCING OR REPLACING THE
INDEBTEDNESS OR OTHER OBLIGATIONS OF CBS AND ITS SUBSIDIARIES THEREUNDER, SO
LONG AS SUCH AGREEMENTS DO NOT CONTAIN NEGATIVE PLEDGES MORE RESTRICTIVE THAN
THOSE IN THE ORIGINAL AGREEMENTS.
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