BY THE
ADMINISTRATIVE AGENT OF COUNTERPARTS HEREOF SIGNED BY EACH OF THE PARTIES HERETO
(OR, IN THE CASE OF ANY PARTY AS TO WHICH AN EXECUTED COUNTERPART SHALL NOT HAVE
BEEN RECEIVED, RECEIPT BY THE ADMINISTRATIVE AGENT IN FORM SATISFACTORY TO IT OF
TELEGRAPHIC, TELEX, FACSIMILE OR OTHER WRITTEN CONFIRMATION FROM SUCH PARTY OF
EXECUTION OF A COUNTERPART HEREOF BY SUCH PARTY).
THIS AGREEMENT AMENDS AND
RESTATED IN ITS ENTIRETY THE PRIOR AGREEMENT.
HOWEVER, FOR ALL MATTERS ARISING
PRIOR TO THE EFFECTIVE DATE (INCLUDING THE ACCRUAL AND PAYMENT OF INTEREST AND
FEES, AND MATTERS RELATING TO INDEMNIFICATION AND COMPLIANCE WITH FINANCIAL
COVENANTS), THE TERMS OF THE PRIOR AGREEMENT (AS UNMODIFIED BY THIS AGREEMENT)
SHALL CONTROL AND ARE HEREBY RATIFIED AND CONFIRMED.
CARLISLE REPRESENTS AND
WARRANTS THAT AS OF THE EFFECTIVE DATE THERE ARE NO CLAIMS OR OFFSETS AGAINST OR
DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE PRIOR AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS.
53
SECTION 9.10.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY WITHOUT AFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
THE REMAINING PROVISIONS HEREOF; AND THE INVALIDITY OF A PARTICULAR PROVISION IN
A PARTICULAR JURISDICTION SHALL NOT INVALIDATE SUCH PROVISION IN ANY OTHER
JURISDICTION.
SECTION 9.11.
HEADINGS.
ARTICLE AND SECTION HEADINGS AND THE TABLE OF CONTENTS
USED HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS
AGREEMENT AND SHALL NOT AFFECT THE CONSTRUCTION OF, OR BE TAKEN INTO
CONSIDERATION IN INTERPRETING, THIS AGREEMENT.
SECTION 9.12.
LIMITATION OF LIABILITY.
NONE OF THE ADMINISTRATIVE AGENT, ANY
ISSUING BANK, ANY BANK, OR ANY AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, ATTORNEY,
OR ADMINISTRATIVE AGENT THEREOF SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND
EACH CO-BORROWER HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE ANY OF THEM
UPON, ANY CLAIM FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES SUFFERED OR INCURRED BY SUCH CO-BORROWER IN CONNECTION WITH, ARISING OUT
OF, OR IN ANY WAY RELATED TO ANY OF THE LOAN DOCUMENTS, OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY ANY OF THE LOAN DOCUMENTS.
SECTION 9.13.
CONSTRUCTION.
EACH CO-BORROWER, THE ADMINISTRATIVE AGENT AND
EACH BANK ACKNOWLEDGES THAT EACH OF THEM HAS HAD THE BENEFIT OF LEGAL COUNSEL OF
ITS OWN CHOICE AND HAS BEEN AFFORDED AN OPPORTUNITY TO REVIEW THE LOAN DOCUMENTS
WITH ITS LEGAL COUNSEL AND THAT THE LOAN DOCUMENTS SHALL BE CONSTRUED AS IF
JOINTLY DRAFTED BY THE PARTIES THERETO.
SECTION 9.14.
INDEPENDENCE OF COVENANTS.
ALL COVENANTS UNDER THE LOAN
DOCUMENTS SHALL BE GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR ACTION OR
CONDITION IS NOT PERMITTED BY ANY OF SUCH COVENANTS, THE FACT THAT IT WOULD BE
PERMITTED BY AN EXCEPTION TO, OR BE OTHERWISE WITHIN THE LIMITATIONS OF, ANOTHER
COVENANT SHALL NOT AVOID THE OCCURRENCE OF A DEFAULT IF SUCH ACTION IS TAKEN OR
SUCH CONDITION EXISTS.
SECTION 9.15.
WAIVER OF JURY TRIAL.
EACH OF THE CO-BORROWERS, THE
ADMINISTRATIVE AGENT,