ISSUING BANK.
AT THE TIME
ANY SUCH REPLACEMENT SHALL BECOME EFFECTIVE, THE CO-BORROWERS SHALL JOINTLY AND
SEVERALLY PAY ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE REPLACED ISSUING
BANK PURSUANT TO THIS SECTION 2.17 AND ARTICLE 8.
FROM AND AFTER THE EFFECTIVE
DATE OF ANY SUCH REPLACEMENT, (I) THE SUCCESSOR ISSUING BANK SHALL HAVE ALL THE
RIGHTS AND OBLIGATIONS OF THE REPLACED ISSUING BANK UNDER THIS AGREEMENT WITH
RESPECT TO LETTERS OF CREDIT TO BE ISSUED THEREAFTER AND (II) REFERENCES HEREIN
TO THE TERM "ISSUING BANK" SHALL BE DEEMED TO INCLUDE SUCH SUCCESSOR OR TO ANY
PREVIOUS ISSUING BANK, OR TO SUCH SUCCESSOR AND ALL PREVIOUS ISSUING BANKS, AS
THE CONTEXT SHALL REQUIRE.
AFTER THE REPLACEMENT OF AN ISSUING BANK HEREUNDER,
THE REPLACED ISSUING BANK SHALL REMAIN A PARTY HERETO AND SHALL CONTINUE TO HAVE
ALL THE RIGHTS AND OBLIGATIONS OF AN ISSUING BANK UNDER THIS AGREEMENT WITH
RESPECT TO LETTERS OF CREDIT ISSUED BY IT PRIOR TO SUCH REPLACEMENT.
(J)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND
BE CONTINUING, ON THE DOMESTIC BUSINESS DAY THAT CARLISLE RECEIVES NOTICE FROM
THE ADMINISTRATIVE AGENT OR THE REQUIRED BANKS (OR, IF THE MATURITY OF THE LOANS
HAS BEEN ACCELERATED, BANKS WITH LC EXPOSURE REPRESENTING GREATER THAN 51% OF
THE TOTAL LC EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO THIS
PARAGRAPH, THE CO-BORROWERS SHALL JOINTLY AND SEVERALLY DEPOSIT IN AN ACCOUNT
WITH THE ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR
THE BENEFIT OF THE BANKS, AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE AS OF SUCH
DATE PLUS ANY ACCRUED AND UNPAID INTEREST THEREON; PROVIDED THAT THE OBLIGATION
TO DEPOSIT SUCH CASH COLLATERAL SHALL BECOME EFFECTIVE IMMEDIATELY, AND SUCH
DEPOSIT SHALL BECOME IMMEDIATELY DUE AND PAYABLE, WITHOUT DEMAND OR OTHER NOTICE
OF ANY KIND, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO EITHER
CO-BORROWER DESCRIBED IN CLAUSE (G) OR (H) OF ARTICLE 6.
EACH SUCH DEPOSIT
SHALL BE HELD BY THE ADMINISTRATIVE AGENT AS COLLATERAL FOR THE PAYMENT AND
PERFORMANCE OF THE OBLIGATIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE EXCLUSIVE
DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH
ACCOUNT.
OTHER THAN ANY INTEREST EARNED ON THE INVESTMENT OF SUCH DEPOSITS,
WHICH INVESTMENTS SHALL BE MADE AT THE OPTION AND SOLE DISCRETION OF THE
ADMINISTRATIVE AGENT AND AT THE CO-BORROWERS' RISK AND EXPENSE, SUCH DEPOSITS
SHALL NOT BEAR INTEREST.
INTEREST OR PROFITS, IF ANY, ON SUCH INVESTMENTS SHALL
ACCUMULATE IN SUCH ACCOUNT.
MONEYS IN SUCH ACCOUNT SHALL BE APPLIED BY THE
ADMINISTRATIVE AGENT TO REIMBURSE THE ISSUING BANKS FOR LC DISBURSEMENTS WHICH
HAVE NOT BEEN REIMBURSED AND, TO THE EXTENT NOT SO APPLIED, SHALL BE HELD FOR
THE SATISFACTION OF THE REIMBURSEMENT OBLIGATIONS OF THE CO-BORROWERS FOR THE
LC EXPOSURE AT SUCH TIME OR, IF THE MATURITY OF THE LOANS HAS BEEN ACCELERATED
(BUT SUBJECT TO THE CONSENT OF THE REQUIRED BANKS), BE APPLIED TO SATISFY OTHER
OBLIGATIONS.
IF THE CO-BORROWERS ARE REQUIRED TO PROVIDE AN AMOUNT OF