THE OTHER CO-BORROWER (HEREIN A "SUBORDINATION
PARTY") TO SUCH CO-BORROWER, WHETHER SUCH INDEBTEDNESS, LIABILITIES, AND
OBLIGATIONS NOW EXIST OR ARE HEREAFTER INCURRED OR ARISE, OR ARE DIRECT,
INDIRECT, CONTINGENT, PRIMARY, SECONDARY, SEVERAL, JOINT AND SEVERAL, OR
OTHERWISE, AND IRRESPECTIVE OF WHETHER SUCH INDEBTEDNESS, LIABILITIES, OR
OBLIGATIONS ARE EVIDENCED BY A NOTE, CONTRACT, OPEN ACCOUNT, OR OTHERWISE, AND
IRRESPECTIVE OF THE PERSON OR PERSONS IN WHOSE FAVOR SUCH INDEBTEDNESS,
OBLIGATIONS, OR LIABILITIES MAY, AT THEIR INCEPTION, HAVE BEEN, OR MAY HEREAFTER
BE CREATED, OR THE MANNER IN WHICH THEY HAVE BEEN OR MAY HEREAFTER BE ACQUIRED
BY SUCH CO-BORROWER.
EACH CO-BORROWER AGREES THAT ANY AND ALL LIENS (INCLUDING
ANY JUDGMENT LIENS), UPON ANY SUBORDINATION PARTY'S ASSETS SECURING PAYMENT OF
ANY SUBORDINATED INDEBTEDNESS SHALL BE AND REMAIN INFERIOR AND SUBORDINATE TO
ANY AND ALL LIENS UPON ANY SUBORDINATION PARTY'S ASSETS SECURING PAYMENT OF THE
OBLIGATIONS OR ANY PART THEREOF, REGARDLESS OF WHETHER SUCH LIENS IN FAVOR OF A
CO-BORROWER, ADMINISTRATIVE AGENT OR ANY BANK PRESENTLY EXIST OR ARE HEREAFTER
CREATED OR ATTACHED.
WITHOUT THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT,
NO CO-BORROWER SHALL (I) FILE SUIT AGAINST ANY SUBORDINATION PARTY OR EXERCISE
OR ENFORCE ANY OTHER CREDITOR'S RIGHT IT MAY HAVE AGAINST ANY SUBORDINATION
PARTY, OR (II) FORECLOSE, REPOSSESS, SEQUESTER, OR OTHERWISE TAKE STEPS OR
INSTITUTE ANY ACTION OR PROCEEDINGS (JUDICIAL OR OTHERWISE, INCLUDING WITHOUT
LIMITATION THE COMMENCEMENT OF, OR JOINDER IN, ANY LIQUIDATION, BANKRUPTCY,
REARRANGEMENT, DEBTOR'S RELIEF OR INSOLVENCY PROCEEDING) TO ENFORCE ANY
OBLIGATIONS OF ANY SUBORDINATION PARTY TO SUCH CO-BORROWER OR ANY LIENS HELD BY
SUCH CO-BORROWER ON ASSETS OF ANY SUBORDINATION PARTY.
IN THE EVENT OF ANY
RECEIVERSHIP, BANKRUPTCY, REORGANIZATION, REARRANGEMENT, DEBTOR'S RELIEF, OR
OTHER INSOLVENCY PROCEEDING INVOLVING ANY SUBORDINATION PARTY AS DEBTOR,
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO PROVE AND VOTE ANY CLAIM UNDER THE
SUBORDINATED INDEBTEDNESS AND TO RECEIVE DIRECTLY FROM THE RECEIVER, TRUSTEE OR
OTHER COURT CUSTODIAN ALL DIVIDENDS, DISTRIBUTIONS, AND PAYMENTS MADE IN RESPECT
OF THE SUBORDINATED INDEBTEDNESS UNTIL THE OBLIGATIONS HAVE BEEN PAID IN FULL IN
CASH.
ADMINISTRATIVE AGENT MAY APPLY ANY SUCH DIVIDENDS, DISTRIBUTIONS, AND
OTHER PAYMENTS AGAINST THE OBLIGATIONS IN ACCORDANCE WITH THIS AGREEMENT.
ARTICLE 3
CONDITIONS
SECTION 3.01.
CLOSING.
THE EFFECTIVENESS OF THIS AGREEMENT TO AMEND AND
RESTATE THE PRIOR AGREEMENT IS SUBJECT TO THE CONDITION PRECEDENT THAT THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EACH OF THE FOLLOWING, EACH DATED THE
EFFECTIVE DATE UNLESS OTHERWISE INDICATED OR NOT APPLICABLE:
(A)
A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF EACH PARTY
HERETO OR WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY
INCLUDE TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT) THAT
SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT;
(B)
AN OPINION OF STEVEN J. FORD, ESQ., VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL OF CARLISLE, SUBSTANTIALLY IN THE FORM OF EXHIBIT E HERETO AND
COVERING SUCH ADDITIONAL MATTERS RELATING TO THE TRANSACTIONS CONTEMPLATED
HEREBY AS THE REQUIRED BANKS MAY REASONABLY REQUEST;
(C)
ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE
EFFECTIVE