AND NECESSARY IN ITS
BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED;
PROVIDED THAT NOTHING IN THIS SECTION SHALL PREVENT CARLISLE OR ANY SUBSIDIARY
FROM DISPOSING OF ANY OF ITS ASSETS IN THE ORDINARY COURSE OF BUSINESS.
(B)
CARLISLE WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, MAINTAIN
(EITHER IN THE NAME OF CARLISLE OR IN SUCH SUBSIDIARY'S OWN NAME) WITH
FINANCIALLY SOUND AND RESPONSIBLE INSURANCE COMPANIES, INSURANCE ON ALL THEIR
RESPECTIVE PROPERTIES IN AT LEAST SUCH AMOUNTS, AGAINST AT LEAST SUCH RISKS AND
WITH SUCH RISK RETENTION AS ARE USUALLY MAINTAINED, INSURED AGAINST OR RETAINED,
AS THE CASE MAY BE, IN THE SAME GENERAL AREA BY COMPANIES OF ESTABLISHED REPUTE
ENGAGED IN THE SAME OR A SIMILAR BUSINESS; AND WILL FURNISH TO THE BANKS, UPON
REQUEST FROM THE ADMINISTRATIVE AGENT, INFORMATION PRESENTED IN REASONABLE
DETAIL AS TO THE INSURANCE SO CARRIED.
SECTION 5.04.
CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.
CARLISLE WILL
PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT, AND WILL CAUSE EACH
SUBSIDIARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT THEIR RESPECTIVE
CORPORATE EXISTENCE AND THEIR RESPECTIVE RIGHTS, PRIVILEGES AND FRANCHISES
NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF BUSINESS; PROVIDED THAT NOTHING
IN THIS SECTION SHALL PROHIBIT (I) THE MERGER OF A SUBSIDIARY INTO CARLISLE OR
THE MERGER OR CONSOLIDATION OF A SUBSIDIARY WITH OR INTO ANOTHER PERSON IF THE
CORPORATION SURVIVING SUCH CONSOLIDATION OR MERGER IS A SUBSIDIARY AND IF, IN
EACH CASE, AFTER GIVING EFFECT THERETO, NO DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING OR (II) THE TERMINATION OF THE CORPORATE EXISTENCE OF ANY SUBSIDIARY
IF CARLISLE IN GOOD FAITH DETERMINES THAT SUCH TERMINATION IS IN THE BEST
INTEREST OF CARLISLE.
38
SECTION 5.05.
COMPLIANCE WITH LAWS.
CARLISLE WILL COMPLY, AND CAUSE EACH
SUBSIDIARY TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS,
ORDINANCES, RULES, REGULATIONS, AND REQUIREMENTS OF GOVERNMENTAL AUTHORITIES
(INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS AND ERISA AND THE RULES AND
REGULATIONS THEREUNDER) EXCEPT (X) WHERE THE NECESSITY OF COMPLIANCE THEREWITH
IS CONTESTED IN GOOD FAITH BY, APPROPRIATE PROCEEDINGS OR (Y) WHERE THE FAILURE
TO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.06.
INSPECTION OF PROPERTY, BOOKS AND RECORDS.
CARLISLE WILL KEEP,
AND WILL CAUSE EACH SUBSIDIARY TO KEEP, PROPER BOOKS OF RECORD AND ACCOUNT IN
WHICH FULL, TRUE AND CORRECT ENTRIES SHALL BE MADE OF ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES; AND WILL PERMIT, AND
WILL CAUSE EACH SUBSIDIARY TO PERMIT, REPRESENTATIVES OF ANY BANK AT SUCH BANK'S
EXPENSE TO VISIT AND INSPECT ANY OF THEIR RESPECTIVE PROPERTIES, TO EXAMINE AND
MAKE ABSTRACTS FROM ANY OF THEIR RESPECTIVE BOOKS AND RECORDS AND TO DISCUSS
THEIR RESPECTIVE AFFAIRS, FINANCES AND ACCOUNTS WITH THEIR RESPECTIVE OFFICERS,
EMPLOYEES AND INDEPENDENT PUBLIC ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES AND
AS OFTEN AS MAY REASONABLY BE DESIRED.
SECTION 5.07.
MERGERS AND SALES OF ASSETS.
CARLISLE WILL NOT (A) CONSOLIDATE
OR MERGE WITH OR INTO ANY