INDEMNITY FROM OR AGAINST CBS IN
RESPECT OF PAYMENTS MADE BY CBS OPERATIONS HEREUNDER, UNTIL ALL AMOUNTS OWING TO
THE ADMINISTRATIVE AGENT AND THE LENDERS BY CBS ON ACCOUNT OF THE CBS
OBLIGATIONS ARE PAID IN FULL AND THE COMMITMENTS ARE TERMINATED.
SO LONG AS THE
CBS OBLIGATIONS REMAIN OUTSTANDING, IF ANY AMOUNT SHALL BE PAID BY OR ON BEHALF
OF CBS OR ANY OTHER PERSON TO CBS OPERATIONS ON ACCOUNT OF ANY OF THE RIGHTS
WAIVED IN THIS SECTION 8.2, SUCH AMOUNT SHALL BE HELD BY CBS OPERATIONS IN
TRUST, SEGREGATED FROM OTHER FUNDS OF CBS OPERATIONS, AND SHALL, FORTHWITH UPON
RECEIPT BY CBS OPERATIONS, BE TURNED OVER TO THE ADMINISTRATIVE AGENT IN THE
EXACT FORM RECEIVED BY CBS OPERATIONS (DULY INDORSED BY CBS OPERATIONS TO THE
ADMINISTRATIVE AGENT, IF REQUIRED), TO BE APPLIED AGAINST THE CBS OBLIGATIONS,
WHETHER MATURED OR UNMATURED, IN SUCH ORDER AS THE ADMINISTRATIVE AGENT MAY
DETERMINE.
(C)
AMENDMENTS, ETC. WITH RESPECT TO THE CBS OBLIGATIONS.
CBS
OPERATIONS SHALL REMAIN OBLIGATED UNDER THIS SECTION 8.2 NOTWITHSTANDING THAT,
WITHOUT ANY RESERVATION OF RIGHTS AGAINST CBS OPERATIONS, AND WITHOUT NOTICE TO
OR FURTHER ASSENT BY CBS OPERATIONS, ANY DEMAND FOR PAYMENT OF OR REDUCTION IN
THE PRINCIPAL AMOUNT OF ANY OF THE CBS OBLIGATIONS MADE BY THE ADMINISTRATIVE
AGENT OR ANY LENDER MAY BE RESCINDED BY THE ADMINISTRATIVE AGENT OR SUCH LENDER,
AND ANY OF THE CBS OBLIGATIONS CONTINUED, AND THE CBS 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 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 CBS 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 CBS OBLIGATIONS OR FOR THE GUARANTEE CONTAINED IN
THIS SECTION 8.2 OR ANY PROPERTY SUBJECT THERETO.
(D)
GUARANTEE ABSOLUTE AND UNCONDITIONAL.
CBS OPERATIONS WAIVES ANY
AND ALL NOTICE OF THE CREATION, RENEWAL, EXTENSION OR ACCRUAL OF ANY OF THE CBS
OBLIGATIONS AND NOTICE OF OR PROOF OF RELIANCE BY THE ADMINISTRATIVE AGENT OR
ANY LENDER UPON THE GUARANTEE CONTAINED
72
IN THIS SECTION 8.2 OR ACCEPTANCE OF THE GUARANTEE CONTAINED IN THIS
SECTION 8.2; THE CBS OBLIGATIONS SHALL CONCLUSIVELY BE DEEMED TO HAVE BEEN
CREATED, CONTRACTED OR INCURRED, OR RENEWED, EXTENDED, AMENDED OR WAIVED, IN
RELIANCE UPON THE GUARANTEE CONTAINED