IN THIS SECTION 8.2; AND ALL DEALINGS
BETWEEN CBS OPERATIONS OR CBS, 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 8.2.
CBS OPERATIONS WAIVES DILIGENCE, PRESENTMENT, PROTEST, DEMAND FOR
PAYMENT AND NOTICE OF DEFAULT OR NONPAYMENT TO OR UPON CBS OPERATIONS OR CBS
WITH RESPECT TO THE CBS OBLIGATIONS.
THE GUARANTEE CONTAINED IN THIS
SECTION 8.2 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 CBS 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 CBS OF ANY CBS OBLIGATIONS OR THE
ADOPTION OF ANY REQUIREMENT OF LAW PURPORTING TO RENDER ANY CBS OBLIGATIONS NULL
AND VOID, (C) ANY DEFENSE, SETOFF OR COUNTERCLAIM (OTHER THAN A DEFENSE OF
PAYMENT OR PERFORMANCE BY CBS) WHICH MAY AT ANY TIME BE AVAILABLE TO OR BE
ASSERTED BY CBS OPERATIONS AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER, OR
(D) ANY OTHER CIRCUMSTANCE WHATSOEVER (WITH OR WITHOUT NOTICE TO OR KNOWLEDGE OF
CBS OPERATIONS OR CBS) WHICH CONSTITUTES, OR MIGHT BE CONSTRUED TO CONSTITUTE,
AN EQUITABLE OR LEGAL DISCHARGE OF CBS FOR ANY OF ITS CBS OBLIGATIONS, OR OF CBS
OPERATIONS UNDER THE GUARANTEE CONTAINED IN THIS SECTION 8.2, IN BANKRUPTCY OR
IN ANY OTHER INSTANCE.
WHEN THE ADMINISTRATIVE AGENT OR ANY LENDER IS PURSUING
ITS RIGHTS AND REMEDIES UNDER THIS SECTION 8.2 AGAINST CBS OPERATIONS, THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY, BUT SHALL BE UNDER NO OBLIGATION TO,
PURSUE SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST CBS OR ANY OTHER PERSON
OR AGAINST ANY COLLATERAL SECURITY OR GUARANTEE FOR THE CBS 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 CBS 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 CBS OR ANY SUCH OTHER PERSON OR OF ANY SUCH COLLATERAL SECURITY,
GUARANTEE OR RIGHT OF OFFSET, SHALL NOT RELIEVE CBS OPERATIONS OF ANY LIABILITY
UNDER THIS SECTION 8.2, 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 CBS OPERATIONS.
(E)
REINSTATEMENT.
THE GUARANTEE CONTAINED IN THIS SECTION 8.2 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 CBS OBLIGATIONS IS RESCINDED OR MUST
OTHERWISE BE RESTORED OR RETURNED BY THE ADMINISTRATIVE AGENT OR ANY LENDER UPON