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, WITHOUT THE APPLICATION
OR CONSENT OF CBS OR ANY OF ITS MATERIAL SUBSIDIARIES, IN ANY COURT OF COMPETENT
JURISDICTION, SEEKING (I) ITS 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 CBS OR
SUCH MATERIAL SUBSIDIARY OR OF ALL OR ANY SUBSTANTIAL PART OF ITS ASSETS OR
(III) SIMILAR RELIEF IN RESPECT OF CBS 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 CBS 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 CBS 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 CBS 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, CBS OR
ANY ERISA AFFILIATE SHALL INCUR OR SHALL BE REASONABLY LIKELY TO INCUR A
LIABILITY TO A PLAN, A MULTIEMPLOYER PLAN OR PBGC (OR ANY COMBINATION OF THE
FOREGOING) WHICH WOULD CONSTITUTE A MATERIAL ADVERSE EFFECT; OR
(J)
THE GUARANTEE (I) BY CBS CONTAINED IN SECTION 8.1 SHALL CEASE,
FOR ANY REASON, TO BE IN FULL FORCE AND EFFECT OR CBS SHALL SO ASSERT OR (II) BY
CBS OPERATIONS CONTAINED IN SECTION 8.2 SHALL CEASE, FOR ANY REASON EXCEPT
PURSUANT TO SECTION 8.2(G), TO BE IN FULL FORCE AND EFFECT OR CBS OPERATIONS
SHALL SO ASSERT;
then and in every such event (other than an event with respect to CBS 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 CBS, take any or all of the following
actions, at the same or different times: (I)