SUBSTANCES, AND ANY ACTUAL OR POTENTIAL LIABILITIES TO THIRD PARTIES, INCLUDING
EMPLOYEES, AND ANY RELATED COSTS AND EXPENSES).
ON THE BASIS OF THIS REVIEW,
CARLISLE HAS REASONABLY CONCLUDED THAT SUCH ASSOCIATED LIABILITIES AND COSTS,
INCLUDING THE COSTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS, ARE UNLIKELY TO HAVE
A MATERIAL ADVERSE EFFECT ON THE BUSINESS, FINANCIAL CONDITION, RESULTS OF
OPERATIONS OR PROSPECTS OF CARLISLE AND ITS CONSOLIDATED SUBSIDIARIES,
CONSIDERED AS A WHOLE.
SECTION 4.08.
TAXES.
CARLISLE AND ITS SUBSIDIARIES HAVE FILED ALL UNITED
STATES FEDERAL INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS WHICH ARE
REQUIRED TO BE FILED BY THEM AND HAVE PAID ALL TAXES DUE PURSUANT TO SUCH
RETURNS OR PURSUANT TO ANY ASSESSMENT RECEIVED BY CARLISLE OR ANY SUBSIDIARY
EXCEPT SUCH TAXES AND CHARGES AS MAY BE CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF CARLISLE AND
ITS SUBSIDIARIES IN RESPECT OF TAXES OR OTHER GOVERNMENTAL CHARGES ARE, IN THE
OPINION OF CARLISLE, ADEQUATE.
SECTION 4.09.
SUBSIDIARIES.
EACH OF CARLISLE'S CORPORATE SUBSIDIARIES IS A
CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF ITS JURISDICTION OF INCORPORATION, AND HAS ALL CORPORATE POWERS AND ALL
MATERIAL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS REQUIRED
TO CARRY ON ITS BUSINESS AS NOW CONDUCTED EXCEPT WHERE FAILURE TO HAVE SUCH
POWERS, LICENSES, AUTHORIZATIONS, CONSENTS OR APPROVALS COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
MATERIAL SUBSIDIARIES IN EXISTENCE
AS OF THE EFFECTIVE DATE ARE LISTED ON SCHEDULE 4.09 HERETO.
SECTION 4.10.
NO REGULATORY RESTRICTIONS ON BORROWING.
NEITHER CO-BORROWERS IS
AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED OR OTHERWISE SUBJECT TO ANY REGULATORY SCHEME WHICH RESTRICTS
ITS ABILITY TO INCUR DEBT.
SECTION 4.11.
FULL DISCLOSURE.
ALL INFORMATION HERETOFORE FURNISHED BY
CARLISLE TO THE ADMINISTRATIVE AGENT OR BANK FOR PURPOSES OF OR IN CONNECTION
WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY IS, AND ALL SUCH
INFORMATION HEREAFTER FURNISHED BY CARLISLE TO THE ADMINISTRATIVE AGENT OR BANK
WILL BE, TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON THE DATE AS OF WHICH SUCH
INFORMATION IS STATED OR CERTIFIED.
CARLISLE HAS DISCLOSED TO THE BANKS IN
WRITING ANY AND ALL FACTS WHICH, IN THE REASONABLE JUDGMENT OF CARLISLE,
MATERIALLY AND ADVERSELY AFFECT OR MAY AFFECT (TO THE EXTENT CARLISLE CAN NOW
REASONABLY FORESEE), THE BUSINESS, OPERATIONS OR FINANCIAL CONDITION OF CARLISLE
AND ITS CONSOLIDATED SUBSIDIARIES, TAKEN AS A WHOLE, OR THE ABILITY OF THE
CO-BORROWERS TO PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT.
ARTICLE 5
COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full and all Letters of Credit shall have
36
expired or terminated and all LC Disbursements shall have been reimbursed,
Carlisle covenants and agrees with the Banks that:
SECTION 5.01.
INFORMATION.
CARLISLE WILL FURNISH TO EACH OF THE BANKS:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT