OTHER
LENDERS TO ACQUIRE AND ASSUME ALL OR PART OF SUCH AFFECTED LENDER'S LOANS; OR
(II) DESIGNATE A REPLACEMENT LENDING INSTITUTION (WHICH SHALL BE AN ELIGIBLE
ASSIGNEE) TO ACQUIRE AND ASSUME ALL OR A RATABLE PART OF SUCH AFFECTED LENDER'S
LOANS (A "REPLACEMENT LENDER").
ANY SUCH DESIGNATION OF A REPLACEMENT LENDER
UNDER CLAUSE (I) OR (II) SHALL BE EFFECTED IN ACCORDANCE WITH, AND SUBJECT TO
THE TERMS AND CONDITIONS OF, THE ASSIGNMENT PROVISIONS CONTAINED IN SECTION 8.7,
AND SHALL IN ANY EVENT BE SUBJECT TO THE PRIOR WRITTEN CONSENT OF AGENT (WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED).
2.9
RIGHTS OF CSCC/ASSIGNEE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN SECTIONS 2.8 AND 2.16, SUCH SECTIONS SHALL NOT APPLY TO ANY LOANS HELD BY
CSCC (OR AN AFFILIATE THEREOF), AS LENDER, BUT SHALL BE IN FULL FORCE AND EFFECT
WITH RESPECT TO ANY LOANS HELD BY A LENDER OTHER THAN CSCC (OR AN AFFILIATE
THEREOF) AND SHALL INURE TO THE BENEFIT OF ANY ASSIGNEE (OTHER THAN AN
16
AFFILIATE OF CSCC) RECEIVING THE ASSIGNMENT OF A LOAN (OR ANY PORTION THEREOF)
UNDER THE TERMS OF THIS AGREEMENT.
2.10
INTENTIONALLY OMITTED.
2.11
OBLIGATION TO MITIGATE.
EACH LENDER AGREES THAT AS PROMPTLY AS PRACTICABLE AFTER IT BECOMES AWARE OF THE
OCCURRENCE OF AN EVENT THAT WOULD ENTITLE IT TO GIVE NOTICE PURSUANT TO SECTION
2.8, AND IN ANY EVENT IF SO REQUESTED BY BORROWER, EACH LENDER SHALL USE
REASONABLE EFFORTS TO MAKE, FUND OR MAINTAIN ITS AFFECTED LOANS THROUGH ANOTHER
LENDING OFFICE IF AS A RESULT THEREOF THE INCREASED COSTS WOULD BE AVOIDED OR
MATERIALLY REDUCED OR THE ILLEGALITY WOULD THEREBY CEASE TO EXIST AND IF, IN THE
REASONABLE OPINION OF SUCH LENDER, THE MAKING, FUNDING OR MAINTAINING OF SUCH
LOANS THROUGH SUCH OTHER LENDING OFFICE WOULD NOT IN ANY MATERIAL RESPECT BE
DISADVANTAGEOUS TO SUCH LENDER OR CONTRARY TO SUCH LENDER'S NORMAL LENDING
PRACTICES.
2.12
PAYMENTS.
(A)
BORROWER SHALL MAKE EACH PAYMENT UNDER THE LOAN DOCUMENTS
UNCONDITIONALLY IN FULL AND FREE AND CLEAR OF, AND WITHOUT REDUCTION FOR OR ON
ACCOUNT OF, ANY PRESENT AND FUTURE TAXES OR WITHHOLDINGS, AND ALL LIABILITIES
WITH RESPECT THERETO, EXCLUDING, IN THE CASE OF AGENT AND EACH LENDER, INCOME,
GROSS RECEIPTS AND FRANCHISE TAXES IMPOSED ON IT BY THE JURISDICTION UNDER THE
LAWS OF WHICH IT IS ORGANIZED OR IN WHICH ITS PRINCIPAL EXECUTIVE OFFICES MAY BE
LOCATED OR ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF OR THEREIN AND
EXCLUDING, IN THE CASE OF A NON-U.S. PERSON, ANY REQUIRED WITHHOLDING TAXES.
EACH SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF, COUNTERCLAIM OR, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, OTHER DEFENSE, INCLUDING WITHOUT ANY DEDUCTION OR
SETOFF ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE OF THE CISCO PRODUCTS,
ALL OF WHICH RIGHTS OF BORROWER ARE HEREBY EXPRESSLY WAIVED BY BORROWER;
PROVIDED, HOWEVER, THAT NO PAYMENT HEREUNDER SHALL BE DEEMED TO BE A WAIVER OF
ANY RIGHT OR CLAIM THAT BORROWER MAY HAVE AGAINST CISCO SYSTEMS OR OTHER VENDOR
WITH RESPECT TO THE CISCO