CONNECTION
WITH: (I) THE EXECUTION OR DELIVERY OF THE PRIOR AGREEMENT, THIS AGREEMENT OR
ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY
THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY
LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY
REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF
CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY
COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), OR (III) ANY ACTUAL OR
PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF
THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND
REGARDLESS OF WHETHER SUCH INDEMNITEE IS A PARTY THERETO.
SECTION 7.07.
CREDIT DECISION.
EACH BANK AND EACH ISSUING BANK ACKNOWLEDGES
THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR
ANY OTHER BANK, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS
AGREEMENT.
EACH BANK AND EACH ISSUING BANK ALSO ACKNOWLEDGES THAT IT WILL,
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER
BANK, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE
AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING
ANY ACTION UNDER THIS AGREEMENT.
SECTION 7.08.
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY
RESIGN AT ANY TIME BY GIVING NOTICE THEREOF TO THE BANKS AND CARLISLE.
UPON ANY
SUCH RESIGNATION, THE REQUIRED BANKS SHALL HAVE THE RIGHT TO APPOINT A SUCCESSOR
ADMINISTRATIVE AGENT.
IF NO SUCCESSOR ADMINISTRATIVE AGENT SHALL HAVE BEEN SO
APPOINTED BY THE REQUIRED BANKS, AND SHALL HAVE ACCEPTED SUCH APPOINTMENT,
WITHIN 30 DAYS AFTER THE RETIRING ADMINISTRATIVE AGENT GIVES NOTICE OF
RESIGNATION, THEN THE RETIRING ADMINISTRATIVE AGENT MAY, ON BEHALF OF THE BANKS,
APPOINT A SUCCESSOR ADMINISTRATIVE AGENT, WHICH SHALL BE A COMMERCIAL BANK
ORGANIZED OR LICENSED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OF ANY
STATE THEREOF AND HAVING A COMBINED CAPITAL AND SURPLUS OF AT LEAST
$50,000,000.
UPON THE ACCEPTANCE OF ITS APPOINTMENT AS ADMINISTRATIVE AGENT
HEREUNDER BY A SUCCESSOR ADMINISTRATIVE AGENT, SUCH SUCCESSOR ADMINISTRATIVE
AGENT SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS AND
DUTIES OF THE RETIRING ADMINISTRATIVE AGENT, AND THE RETIRING ADMINISTRATIVE
AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS HEREUNDER.
AFTER ANY
RETIRING ADMINISTRATIVE AGENT'S RESIGNATION HEREUNDER AS ADMINISTRATIVE AGENT,
THE PROVISIONS OF THIS ARTICLE SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS
TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS ADMINISTRATIVE AGENT.
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SECTION 7.09.
AGENT'S FEES.
THE CO-BORROWERS SHALL JOINTLY AND SEVERALLY PAY
TO THE ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT FEES IN THE AMOUNTS AND AT THE
TIMES PREVIOUSLY AGREED UPON BETWEEN CARLISLE AND THE ADMINISTRATIVE AGENT.
SECTION 7.10.
NO ADDITIONAL DUTIES OF OTHER AGENTS.
BANK OF AMERICA, N.A.,
SUNTRUST BANK,