THE TERMINATION DATE.
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF A LETTER OF CREDIT (OR AN
AMENDMENT TO A LETTER OF CREDIT INCREASING THE AMOUNT THEREOF, OR WITH RESPECT
TO THE LETTERS OF CREDIT OUTSTANDING ON THE EFFECTIVE DATE, AS OF THE EFFECTIVE
DATE) AND WITHOUT ANY FURTHER ACTION ON THE PART OF ANY ISSUING BANK OR THE
BANKS, EACH ISSUING BANK HEREBY GRANTS TO EACH BANK, AND EACH BANK HEREBY
ACQUIRES FROM EACH ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT EQUAL
TO SUCH BANK'S APPLICABLE PERCENTAGE OF THE AGGREGATE AMOUNT AVAILABLE TO BE
DRAWN UNDER SUCH LETTER OF CREDIT.
IN CONSIDERATION AND IN FURTHERANCE OF THE
FOREGOING, EACH BANK HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO THE
ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF EACH ISSUING BANK, SUCH BANK'S
APPLICABLE PERCENTAGE OF EACH LC DISBURSEMENT MADE BY SUCH ISSUING BANK AND NOT
REIMBURSED BY THE CO-BORROWERS ON THE DATE DUE AS PROVIDED IN PARAGRAPH (E) OF
THIS SECTION, OR OF ANY REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO EITHER
CO-BORROWER FOR ANY REASON.
EACH BANK ACKNOWLEDGES AND AGREES THAT ITS
OBLIGATION TO ACQUIRE PARTICIPATIONS PURSUANT TO THIS PARAGRAPH IN RESPECT OF
LETTERS OF CREDIT IS ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY
CIRCUMSTANCE WHATSOEVER, INCLUDING ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY
LETTER OF CREDIT OR THE OCCURRENCE AND CONTINUANCE OF A DEFAULT OR REDUCTION OR
TERMINATION OF THE COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT
ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
(E)
REIMBURSEMENT.
IF AN ISSUING BANK SHALL MAKE ANY LC DISBURSEMENT
IN RESPECT OF A LETTER OF CREDIT, THE CO-BORROWERS SHALL JOINTLY AND SEVERALLY
REIMBURSE SUCH LC DISBURSEMENT BY PAYING TO THE ADMINISTRATIVE AGENT AN AMOUNT
EQUAL TO SUCH LC DISBURSEMENT NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON
THE DATE THAT SUCH LC DISBURSEMENT IS MADE, IF CARLISLE SHALL HAVE RECEIVED
NOTICE OF SUCH LC DISBURSEMENT PRIOR TO 10:00 A.M., NEW YORK CITY TIME, ON SUCH
DATE, OR, IF SUCH NOTICE HAS NOT BEEN RECEIVED BY CARLISLE PRIOR TO SUCH TIME ON
SUCH DATE, THEN NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME ON THE DOMESTIC
BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT CARLISLE RECEIVES SUCH NOTICE;
PROVIDED THAT CARLISLE MAY, SUBJECT TO THE CONDITIONS TO BORROWING SET FORTH
HEREIN, REQUEST IN ACCORDANCE WITH SECTION 2.02 OR SECTION 2.05(B) THAT SUCH
PAYMENT BE FINANCED WITH A BASE RATE BORROWING (INCLUDING A SWINGLINE LOAN) IN
AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO FINANCED, THE CO-BORROWERS'
OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND REPLACED BY THE
RESULTING BASE RATE BORROWING.
IF THE CO-BORROWERS FAIL TO MAKE SUCH PAYMENT
WHEN DUE, THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH BANK OF THE APPLICABLE
LC DISBURSEMENT, THE PAYMENT THEN DUE FROM THE CO-BORROWERS IN RESPECT THEREOF
AND SUCH BANK'S APPLICABLE PERCENTAGE THEREOF.
PROMPTLY FOLLOWING RECEIPT OF
SUCH NOTICE, EACH BANK SHALL PAY TO THE ADMINISTRATIVE AGENT ITS APPLICABLE
PERCENTAGE OF THE PAYMENT THEN DUE FROM THE CO-BORROWERS, IN