IN
ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGES HEREUNDER.
THE ADVANCES
MADE UNDER THIS SECTION BY EACH BANK WHOSE APPLICABLE PERCENTAGE IS NEW OR HAS
INCREASED UNDER THE INCREASED COMMITMENT SUPPLEMENT (AS COMPARED TO ITS
APPLICABLE PERCENTAGE PRIOR TO THE EFFECTIVENESS OF THE INCREASED COMMITMENT
SUPPLEMENT) SHALL BE DEEMED TO BE A PURCHASE OF A CORRESPONDING AMOUNT OF THE
COMMITTED LOANS OF THE BANK OR BANKS WHOSE APPLICABLE PERCENTAGE HAS DECREASED
(AS COMPARED TO ITS APPLICABLE PERCENTAGE PRIOR TO THE EFFECTIVENESS OF THE
INCREASED COMMITMENT SUPPLEMENT).
THE ADVANCES MADE UNDER THIS SECTION SHALL BE
BASE RATE BORROWINGS MADE UNDER EACH BANK'S COMMITMENT UNLESS ANOTHER TYPE OF
BORROWING IS SELECTED BY CARLISLE TO BE APPLICABLE THERETO.
SECTION 2.19.
CARLISLE AS AGENT FOR CMC.
CMC HEREBY IRREVOCABLY APPOINTS
CARLISLE AS ITS AGENT HEREUNDER FOR THE PURPOSES OF ACTING ON ITS BEHALF IN
CONNECTION WITH THIS AGREEMENT AS SPECIFIED HEREIN INCLUDING FOR THE PURPOSE OF
REQUESTING, CONVERTING AND CONTINUING BORROWINGS AND AUTHORIZES CARLISLE TO TAKE
SUCH ACTIONS ON ITS BEHALF AND TO EXERCISE SUCH POWERS ON ITS BEHALF AS ARE
DELEGATED TO CARLISLE BY THE TERMS HEREOF, TOGETHER WITH SUCH ACTIONS AND POWERS
AS ARE REASONABLY INCIDENTAL THERETO.
SECTION 2.20.
CO-BORROWERS' ACKNOWLEDGMENT OF BENEFIT AND LIABILITY.
EACH
CO-BORROWER EXPRESSLY ACKNOWLEDGES THAT IT HAS BENEFITED AND WILL BENEFIT,
DIRECTLY AND INDIRECTLY, FROM EACH AND EVERY LOAN AND LETTER OF CREDIT, WHETHER
OR NOT SUCH CO-BORROWER IS OR WAS THE ACTUAL BORROWER IN RESPECT OF SUCH LOAN OR
ON WHOSE ACTUAL ACCOUNT SUCH LETTER OF CREDIT WAS ISSUED AND HEREBY ACKNOWLEDGES
AND UNDERTAKES, TOGETHER WITH THE OTHER CO-BORROWER, JOINT AND SEVERAL LIABILITY
FOR THE PUNCTUAL PAYMENT WHEN DUE, WHETHER AT STATED MATURITY, BY ACCELERATION
OR OTHERWISE, OF ALL OBLIGATIONS.
EACH CO-BORROWER HEREBY ACKNOWLEDGES THAT THE
LOAN DOCUMENTS TO WHICH THE CO-BORROWERS ARE A PARTY ARE EACH THE INDEPENDENT
AND SEVERAL OBLIGATION OF EACH CO-BORROWER AND MAY BE ENFORCED AGAINST EACH
CO-BORROWER SEPARATELY, WHETHER OR NOT ENFORCEMENT OF ANY RIGHT OR REMEDY
HEREUNDER HAS BEEN SOUGHT AGAINST THE OTHER CO-BORROWER.
EACH CO-BORROWER
FURTHER AGREES THAT ITS LIABILITY HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS
SHALL BE ABSOLUTE, UNCONDITIONAL, CONTINUING AND IRREVOCABLE.
EACH CO-BORROWER
EXPRESSLY WAIVES ANY REQUIREMENT THAT THE ADMINISTRATIVE AGENT OR ANY BANK
EXHAUST ANY RIGHT, POWER OR REMEDY AND PROCEEDS AGAINST THE OTHER CO-BORROWER
UNDER THIS AGREEMENT OR UNDER ANY OTHER LOAN DOCUMENT, OR AGAINST ANY OTHER
PERSON UNDER ANY GUARANTY OF, OR SECURITY FOR, ANY OF THE OBLIGATIONS.
30
SECTION 2.21.
LIMITATION OF CMC LIABILITY.
ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IF ANY FRAUDULENT TRANSFER LAW (AS
HEREINAFTER DEFINED) IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE
APPLICABLE TO THE OBLIGATIONS OF CMC UNDER THE LOAN DOCUMENTS, SUCH OBLIGATIONS
OF CMC SHALL BE LIMITED TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE LARGEST
AMOUNT THAT WOULD NOT RENDER ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS SUBJECT TO
AVOIDANCE AS A FRAUDULENT TRANSFER OR CONVEYANCE UNDER SECTION 544 OF THE UNITED
STATES BANKRUPTCY CODE OR ANY APPLICABLE PROVISIONS OF COMPARABLE