(ON AN AS-IF ISSUED BASIS).
SECTION 6.2.
REVIVAL OF OBLIGATIONS.
IN THE EVENT THAT CSCC SHALL HEREAFTER BE
REQUIRED TO REFUND OR DISGORGE ALL OR ANY PORTION OF THE CASH PAYMENT, PURSUANT
TO A FINAL ORDER OF A COURT OF COMPETENT JURISDICTION ISSUED IN CONNECTION WITH
ANY PROCEEDINGS, THEN (I) THE ENTIRE LIABILITY OF BORROWERS UNDER THE ORIGINAL
NOTES AND THE SECOND AMENDED AND RESTATED AGREEMENT (LESS THE AMOUNT OF ANY CASH
PAYMENT RETAINED BY CSCC) SHALL BE AUTOMATICALLY REVIVED, REINSTATED AND
RESTORED TO ITS ORIGINAL AMOUNT AND SHALL EXIST AS THOUGH THE EXCHANGE HAD NEVER
OCCURRED, THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED OCTOBER 24,
19
2001, AS AMENDED PRIOR TO THE DATE HEREOF (THE "SECOND AMENDED CREDIT
AGREEMENT") SHALL BE REINSTATED, THE MODIFICATIONS AS SET FORTH IN OR REQUIRED
BY THE OMNIBUS AMENDMENT TO THE "COLLATERAL DOCUMENTS" (AS DEFINED IN THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT) AND THE GUARANTOR DOCUMENTS (AS DEFINED
IN THE SECOND AMENDED CREDIT AGREEMENT) SHALL BE NULL AND VOID, (II) THOSE
PROVISIONS OF THE GENERAL RELEASE THAT WOULD (BUT FOR THE OPERATION OF THIS
PROVISION) IMPAIR, LIMIT OR OTHERWISE ADVERSELY AFFECT SUCH REVIVAL,
REINSTATEMENT AND RESTORATION SHALL BE DEEMED NULL, VOID AND NO EFFECT
WHATSOEVER (THE OTHER PROVISIONS OF THE GENERAL RELEASE TO REMAIN EFFECTIVE),
(III) UPON THE EFFECTIVENESS OF SUCH REVIVAL, REINSTATEMENT AND RESTORATION, THE
AMENDED AND RESTATED NOTE SHALL NO LONGER BE OF LEGAL EFFECT AND (IV) CISCO
SHALL RETURN TO THE COMPANY AND BORROWER, RESPECTIVELY, THE SHARES AND THE
AMENDED AND RESTATED NOTE, AND THE ENTIRE EXCHANGE (EXCEPT FOR THE GENERAL
RELEASE WHICH SHALL REMAIN EFFECTIVE EXCEPT TO THE EXTENT PROVIDED IN CLAUSE
(II) ABOVE) SHALL BE REVERSED.
NOTHING CONTAINED HEREIN SHALL, OR SHALL BE
INTERPRETED TO, LIMIT THE RIGHT OF CSCC TO, IN ITS SOLE DISCRETION, COMPROMISE
OR SETTLE ANY CLAIM FOR SUCH REFUND OR DISCOURAGEMENT PROVIDED IT IS UNDERSTOOD
AND AGREED THAT SUCH COMPROMISE OR SETTLEMENT SHALL NOT RESULT IN SUCH A
REVIVAL, REINSTATEMENT OR RESTORATION.
NOTHING CONTAINED HEREIN SHALL, OR SHALL
BE INTERPRETED TO, IMPLY THAT THERE IS ANY LEGAL BASIS FOR ANY CLAIM FOR SUCH A
REFUND OR DISCOURAGEMENT.
IN THE EVENT OF SUCH REVIVAL, REINSTATEMENT AND
RESTORATION, THE BORROWERS SHALL EXECUTE AND DELIVER SUCH FURTHER AGREEMENTS AND
INSTRUMENTS, AND TAKE SUCH FURTHER ACTIONS, AS CSCC OR CISCO SHALL REASONABLY
REQUEST IN ORDER TO FURTHER CARRY OUT SUCH REVIVAL, REINSTATEMENT AND
RESTORATION AND THE INTENT OF THIS SECTION 6.2.
ARTICLE VII
GENERAL PROVISIONS
SECTION 7.1.
AMENDMENTS.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED, AND NO
PROVISIONS HEREOF MAY BE WAIVED, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
BORROWERS, CSCC, CISCO AND THE HOLDERS OF AT LEAST TWO-THIRDS OF THE OUTSTANDING
INVESTOR SHARES (SAID HOLDERS HAVING THE RIGHT TO RELY ON THIS PROVISION);
PROVIDED, THAT BORROWERS AND CISCO MAY EXTEND THE OUTSIDE DATE TO UP TO SUCH
DATE THAT IS 120 DAYS AFTER THE DATE OF THIS AGREEMENT WITHOUT THE CONSENT OF
THE HOLDERS OF ANY INVESTOR SHARES.
SECTION 7.2.
NOTICES.
ANY NOTICE, REQUEST,