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 PBGC; AND
(VII)
A DETERMINATION THAT ANY PLAN IS IN "AT RISK" STATUS (WITHIN THE
MEANING OF SECTION 430 OF THE CODE OR TITLE IV OF ERISA) OR A DETERMINATION THAT
ANY MULTIEMPLOYER PLAN IS "INSOLVENT" (WITHIN THE MEANING OF SECTION 4245 OF
ERISA), "IN REORGANIZATION" (WITHIN THE MEANING OF SECTION
4241 OF ERISA), OR
IN "ENDANGERED" OR "CRITICAL" STATUS (WITHIN THE MEANING OF SECTION 432 OF THE
CODE OR SECTION 305 OR TITLE IV OF ERISA); AND
(F)
PROMPTLY AFTER A RESPONSIBLE OFFICER OF CBS 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 SOON THEREAFTER AS POSSIBLE, A DESCRIPTION OF THE ACTION
THAT CBS HAS TAKEN AND PROPOSES TO TAKE WITH RESPECT THERETO;
(G)
PROMPTLY AFTER A RESPONSIBLE OFFICER OF CBS KNOWS THAT ANY CHANGE
HAS OCCURRED IN CBS'S DEBT RATING BY EITHER 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 CBS 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.
CBS 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 CBS (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 CBS 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 CBS 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 CBS may, in its discretion, provide any notice, report or
other information to be provided pursuant to this Section 5.1 to such Lender by
(i) electronic mail to the electronic mail address
58
provided by such Lender and/or (ii) through access to a web site, including,
without limitation, .
SECTION 5.2.
Corporate Existence, Etc.
CBS 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)