DATE, INCLUDING, WITHOUT LIMITATION, THE UPFRONT FEES CARLISLE AND THE
ADMINISTRATIVE AGENT HAVE AGREED TO PAY TO EACH BANK, ALL UNPAID INTEREST AND
FEES ACCRUED UNDER THE PRIOR AGREEMENT THROUGH THE EFFECTIVE DATE AND ANY
AMOUNTS DUE UNDER SECTION 2.14 OF THE PRIOR AGREEMENT AS A RESULT OF THE
TERMINATION OF THE INTEREST PERIODS THEREUNDER; AND
(D)
ALL DOCUMENTS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST
RELATING TO THE EXISTENCE OF THE CO-BORROWERS, THE CORPORATE AUTHORITY FOR AND
THE VALIDITY OF THE LOAN DOCUMENTS AND ANY OTHER MATTERS RELEVANT HERETO, ALL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
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The Administrative Agent shall promptly notify Carlisle and the Banks of the
Effective Date, and such notice shall be conclusive and binding on all parties
hereto; provided that unless the Administrative Agent notifies Carlisle and the
Banks to the contrary, the Effective Date shall be the date of this Agreement.
SECTION 3.02.
BORROWINGS.
THE OBLIGATION OF EACH BANK TO MAKE A LOAN ON THE
OCCASION OF ANY BORROWING, AND ANY AGREEMENT OF AN ISSUING BANK TO CONSIDER
ISSUING, AMENDING, RENEWING OR EXTENDING ANY LETTER OF CREDIT, IS SUBJECT TO THE
SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
THE FACT THAT THE EFFECTIVE DATE SHALL HAVE OCCURRED ON OR PRIOR
TO JULY 31, 2007;
(B)
RECEIPT BY THE ADMINISTRATIVE AGENT OF A NOTICE OF BORROWING AS
REQUIRED BY SECTION 2.02 OR SECTION 2.03, AS THE CASE MAY BE, IF A LOAN IS
REQUESTED OR IF AN ISSUANCE, AMENDMENT, RENEWAL OR EXTENTION OF A LETTER OF
CREDIT IS REQUESTED, RECEIPT BY THE ADMINISTRATIVE AGENT AND THE APPLICABLE
ISSUING BANK OF A REQUEST THEREFOR UNDER THE TERMS OF SECTION 2.17(B) OR IF A
SWINGLINE LOAN IS REQUESTED, RECEIPT BY THE ADMINISTRATIVE AGENT AND SWINGLINE
BANK OF A REQUEST THEREFOR UNDER THE TERMS OF SECTION 2.05(B);
(C)
THE FACT THAT, IMMEDIATELY AFTER SUCH BORROWING OR THE ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT, THE AGGREGATE
REVOLVING EXPOSURE WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE COMMITMENTS;
(D)
THE FACT THAT, IMMEDIATELY BEFORE AND AFTER SUCH BORROWING OR THE
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT, NO DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, AND
(E)
THE FACT THAT THE REPRESENTATIONS AND WARRANTIES OF CARLISLE
CONTAINED IN THIS AGREEMENT SHALL BE TRUE IN ALL MATERIAL RESPECTS ON AND AS OF
THE DATE OF SUCH BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR
EXTENSION OF SUCH LETTER OF CREDIT.
Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit hereunder shall be deemed to be a representation and warranty by Carlisle
on the date of such Borrowing or the date of such issuance, amendment, renewal
or extension, as applicable, as to the facts specified in clauses (c), (d) and
(e) of this Section.
SECTION 3.03.
EFFECTIVE DATE ADVANCES AND ADJUSTMENTS.
ON THE EFFECTIVE DATE,
THE AGGREGATE AMOUNT OF THE REVOLVING COMMITMENTS UNDER THE PRIOR AGREEMENT IS
CHANGED HEREUNDER BUT NOT ALL BANKS ARE PARTICIPATING IN