JUDGMENTS OR ORDERS SHALL CONTINUE UNSATISFIED AND UNSTAYED FOR A PERIOD OF 30
DAYS; OR
(K)
ANY PERSON OR GROUP OF PERSONS (WITHIN THE MEANING OF SECTION 13 OR
14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) SHALL HAVE ACQUIRED
BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT) OF 25% OR MORE OF THE
OUTSTANDING SHARES OF COMMON STOCK OF CARLISLE; OR, DURING ANY PERIOD OF 12
CONSECUTIVE CALENDAR MONTHS, INDIVIDUALS WHO WERE DIRECTORS OF CARLISLE ON THE
FIRST DAY OF SUCH PERIOD SHALL CEASE TO CONSTITUTE A MAJORITY OF THE BOARD OF
DIRECTORS OF CARLISLE;
then, and in every such event, the Administrative Agent shall
42
(i)
if requested by Banks having more than 50% in aggregate amount of
the Commitments, by notice to Carlisle terminate the Commitments and the
commitment of the Swingline Bank to make Swingline Loans and they shall
thereupon terminate, and
(II)
IF REQUESTED BY BANKS HOLDING MORE THAN 50% OF THE AGGREGATE
AMOUNT OF THE REVOLVING EXPOSURE, BY NOTICE TO CARLISLE DECLARE THE LOANS
(TOGETHER WITH ACCRUED INTEREST THEREON) TO BE, AND THE LOANS, SHALL THEREUPON
BECOME, IMMEDIATELY DUE AND PAYABLE WITHOUT PRESENTMENT, DEMAND, PROTEST OR
OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED BY EACH CO-BORROWER;
PROVIDED THAT IN THE CASE OF ANY OF THE EVENTS OF DEFAULT SPECIFIED IN
CLAUSE 6.01(G) OR 6.01(H) ABOVE WITH RESPECT TO EITHER CO-BORROWER, WITHOUT ANY
NOTICE TO EITHER CO-BORROWER OR ANY OTHER ACT BY THE ADMINISTRATIVE AGENT OR THE
BANKS, THE COMMITMENTS, THE COMMITMENT OF THE SWINGLINE BANK TO MAKE SWINGLINE
LOANS AND ANY AGREEMENT OF ANY ISSUING BANK TO ISSUE OR MODIFY LETTERS OF
CREDIT, SHALL THEREUPON TERMINATE AND THE LOANS (TOGETHER WITH ACCRUED INTEREST
THEREON) SHALL BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT PRESENTMENT, DEMAND,
PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED BY
EACH CO-BORROWER.
SECTION 6.02.
NOTICE OF DEFAULT.
THE ADMINISTRATIVE AGENT SHALL GIVE NOTICE TO
CARLISLE UNDER SECTION 6.01(C) PROMPTLY UPON BEING REQUESTED TO DO SO BY ANY
BANK AND SHALL THEREUPON NOTIFY ALL THE BANKS THEREOF.
ARTICLE 7
THE AGENT
SECTION 7.01.
APPOINTMENT AND AUTHORIZATION.
EACH BANK AND EACH ISSUING BANK
IRREVOCABLY APPOINTS AND AUTHORIZES JPMORGAN CHASE BANK, N.A. TO TAKE SUCH
ACTION AS AGENT (AND CONFIRMS AND CONTINUES SUCH APPOINTMENT UNDER THE PRIOR
AGREEMENT) ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE
TERMS HEREOF OR THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY
INCIDENTAL THERETO.
SECTION 7.02.
ADMINISTRATIVE AGENT AND AFFILIATES.
JPMORGAN CHASE BANK, N.A.
SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY OTHER BANK AND
MAY EXERCISE OR REFRAIN FROM EXERCISING THE SAME AS THOUGH IT WERE NOT THE
ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK, N.A. AND ITS AFFILIATES MAY
ACCEPT DEPOSITS FROM, LEND MONEY TO, AND GENERALLY ENGAGE IN ANY KIND OF
BUSINESS WITH CARLISLE