BY
EACH CO-BORROWER TO THE EXTENT PERMITTED BY APPLICABLE LAW) SUFFERED BY SUCH
CO-BORROWER THAT ARE CAUSED BY OR ATTRIBUTABLE TO AN ISSUING BANK'S FAILURE TO
EXERCISE CARE WHEN DETERMINING WHETHER DRAFTS AND OTHER DOCUMENTS PRESENTED
UNDER A LETTER OF CREDIT COMPLY WITH THE TERMS THEREOF.
THE PARTIES HERETO
EXPRESSLY AGREE THAT, IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
ON THE PART OF AN ISSUING BANK (AS FINALLY DETERMINED BY A COURT OF COMPETENT
JURISDICTION), EACH ISSUING BANK SHALL BE DEEMED TO HAVE EXERCISED CARE IN EACH
SUCH DETERMINATION.
IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITING THE
GENERALITY THEREOF, THE PARTIES AGREE THAT, WITH RESPECT TO DOCUMENTS PRESENTED
WHICH APPEAR ON THEIR FACE TO BE IN SUBSTANTIAL COMPLIANCE WITH THE TERMS OF A
LETTER OF CREDIT, AN ISSUING BANK MAY, IN ITS SOLE DISCRETION, EITHER ACCEPT AND
MAKE PAYMENT UPON SUCH DOCUMENTS WITHOUT RESPONSIBILITY FOR FURTHER
INVESTIGATION, UNLESS THE APPLICABLE ISSUING BANK HAS NOTICE OR INFORMATION TO
THE CONTRARY, OR REFUSE TO ACCEPT AND MAKE PAYMENT UPON SUCH DOCUMENTS IF SUCH
DOCUMENTS ARE NOT IN STRICT COMPLIANCE WITH THE TERMS OF SUCH LETTER OF CREDIT.
(G)
DISBURSEMENT PROCEDURES.
EACH ISSUING BANK SHALL, PROMPTLY
FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO REPRESENT A
DEMAND FOR PAYMENT UNDER EACH ONE OF ITS LETTERS OF CREDIT.
EACH ISSUING BANK
SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT AND CARLISLE OF A DEMAND FOR
PAYMENT UNDER A LETTER OF CREDIT IT HAS ISSUED AND WHETHER IT HAS MADE OR WILL
MAKE AN LC DISBURSEMENT THEREUNDER; PROVIDED THAT ANY FAILURE TO GIVE OR DELAY
IN GIVING SUCH NOTICE SHALL NOT RELIEVE THE CO-BORROWERS OF THEIR JOINT AND
SEVERAL OBLIGATION TO REIMBURSE THE APPLICABLE ISSUING BANK AND THE BANKS WITH
RESPECT TO ANY SUCH LC DISBURSEMENT.
(H)
INTERIM INTEREST.
IF AN ISSUING BANK SHALL MAKE ANY
LC DISBURSEMENT, THEN, UNLESS THE CO-BORROWERS SHALL REIMBURSE SUCH
LC DISBURSEMENT IN FULL ON THE DATE SUCH LC DISBURSEMENT IS MADE, THE UNPAID
AMOUNT THEREOF SHALL BEAR INTEREST, FOR EACH DAY FROM AND INCLUDING THE DATE
SUCH LC DISBURSEMENT IS MADE TO BUT EXCLUDING THE DATE THAT THE CO-BORROWERS
REIMBURSES SUCH LC DISBURSEMENT, AT THE RATE PER ANNUM THEN APPLICABLE TO BASE
RATE BORROWINGS; PROVIDED THAT, IF THE CO-BORROWERS FAIL TO REIMBURSE SUCH
LC DISBURSEMENT WHEN DUE PURSUANT TO PARAGRAPH (E) OF THIS SECTION, THEN THE
LAST SENTENCE OF SECTION 2.08(A) SHALL APPLY.
INTEREST ACCRUED PURSUANT TO THIS
PARAGRAPH
28
SHALL BE FOR THE ACCOUNT OF THE APPLICABLE ISSUING BANK, EXCEPT THAT INTEREST
ACCRUED ON AND AFTER THE DATE OF PAYMENT BY ANY BANK PURSUANT TO PARAGRAPH (E)
OF THIS SECTION TO REIMBURSE THE APPLICABLE ISSUING BANK SHALL BE FOR THE
ACCOUNT OF SUCH BANK TO THE EXTENT OF SUCH PAYMENT.
(I)
REPLACEMENT OF AN ISSUING BANK.
ANY ISSUING BANK MAY BE REPLACED
AT ANY TIME BY WRITTEN AGREEMENT AMONG CARLISLE, THE ADMINISTRATIVE AGENT, THE
REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING BANK.
THE ADMINISTRATIVE AGENT
SHALL NOTIFY THE BANKS OF ANY SUCH REPLACEMENT OF AN