TO RECEIVE ANY GREATER
PAYMENT UNDER ARTICLE 8 THAN THE APPLICABLE BANK WOULD HAVE BEEN ENTITLED TO
RECEIVE WITH RESPECT TO THE PARTICIPATION SOLD TO SUCH PARTICIPANT, UNLESS THE
SALE OF THE PARTICIPATION TO SUCH PARTICIPANT IS MADE WITH CARLISLE'S PRIOR
WRITTEN CONSENT.
A PARTICIPANT THAT WOULD BE A FOREIGN BANK IF IT WERE A BANK
SHALL NOT BE ENTITLED TO THE BENEFITS OF SECTION 8.04 UNLESS CARLISLE IS
NOTIFIED OF THE PARTICIPATION SOLD TO SUCH PARTICIPANT AND SUCH PARTICIPANT
AGREES, FOR THE BENEFIT OF THE CO-BORROWERS, TO COMPLY WITH SECTION 8.04 AS
THOUGH IT WERE A BANK.
(D)
ANY BANK MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY INTEREST IN
ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO SECURE OBLIGATIONS OF
SUCH BANK, INCLUDING WITHOUT LIMITATION ANY PLEDGE OR ASSIGNMENT TO SECURE
OBLIGATIONS TO A FEDERAL RESERVE BANK, AND THIS SECTION SHALL NOT APPLY TO ANY
SUCH PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST; PROVIDED THAT NO SUCH PLEDGE
OR ASSIGNMENT OF A SECURITY INTEREST SHALL RELEASE A BANK FROM ANY OF ITS
OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH BANK
AS A PARTY HERETO.
SECTION 9.07.
COLLATERAL.
EACH OF THE BANKS REPRESENTS TO THE ADMINISTRATIVE
AGENT AND EACH OF THE OTHER BANKS THAT IT IN GOOD FAITH IS NOT RELYING UPON ANY
"MARGIN STOCK" (AS DEFINED IN REGULATION U) AS COLLATERAL IN THE EXTENSION OR
MAINTENANCE OF THE CREDIT PROVIDED FOR IN THIS AGREEMENT.
SECTION 9.08.
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT AND
EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
THIS GOVERNING LAW ELECTION HAS BEEN MADE BY
THE PARTIES IN RELIANCE (AT LEAST IN PART) ON SECTION 5 - 1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, AS AMENDED (AS AND TO THE EXTENT
APPLICABLE), AND OTHER APPLICABLE LAW.
EACH CO-BORROWER SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY
FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH CO-BORROWER IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
SECTION 9.09.
COUNTERPARTS; INTEGRATION; EFFECTIVENESS; AMENDMENT AND
RESTATEMENT.
THIS AGREEMENT MAY BE SIGNED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO
AND HERETO WERE UPON THE SAME INSTRUMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT AND UNDERSTANDING AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT
MATTER HEREOF.
THIS AGREEMENT SHALL BECOME EFFECTIVE UPON RECEIPT